Seattle, WA – Jones Soda Co. (CSE: JSDA) (OTCQB: JSDA), the Seattle-based craft beverage innovator, today announced a significant strategic move with the divestiture of its cannabis beverage business. The sale, which includes assets associated with the Mary Jones™ brand, was finalized with MJ Reg Disrupters LLC, a privately held company.
The transaction, formally announced on June 23, 2025, marks a decisive step in Jones Soda’s stated strategy to streamline operations and sharpen its focus on core beverage categories. These include its foundational soda lines, evolving modern functional beverages, and the burgeoning adult beverage sector.
Transaction Details Revealed
The divestiture was executed through a share purchase agreement dated June 19, 2025. Under the terms of the agreement, MJ Reg Disrupters LLC acquired all equity interests in Jones Soda’s Cannabis Subsidiaries. The total consideration for the sale was $3 million.
The payment structure for the acquisition involves a combination of upfront cash and structured future payments via a promissory note. At the closing date of June 19, 2025, Jones Soda received an initial cash payment of $489,399. The remaining consideration, totaling $2,510,601, is structured as a promissory note with a defined payment schedule.
According to the agreement, specific payment installments from the promissory note are scheduled as follows: $510,601 due on June 27, 2025; $500,000 due on June 19, 2026; $750,000 due on June 19, 2027; and a final payment of $750,000 due on June 19, 2028. This phased payment structure provides clarity on the financial flow resulting from the divestiture over the coming years.
Licensing Agreement Preserves Brand Presence
While divesting ownership of the cannabis business assets, Jones Soda has ensured that the Mary Jones brand name can continue to be utilized within the cannabis space. Concurrent with the share purchase agreement, Jones and MJ Reg entered into a multi-year, exclusive, and non-transferrable trademark licensing agreement, also dated June 19, 2025.
This agreement grants MJ Reg the rights to use the Mary Jones brand name specifically for THC emulsion products. In exchange for this licensing, MJ Reg will pay Jones Soda annual licensing fees. These fees are set to commence at $150,000 per year, providing Jones Soda with a recurring revenue stream tied to the brand’s ongoing presence in the cannabis market, albeit under new ownership.
Strategic Realignment for Future Growth
The decision to divest the cannabis beverage business, including the Mary Jones brand assets, aligns directly with Jones Soda’s overarching strategic objective to optimize its operational footprint and allocate resources more effectively. The company indicated that this move allows it to concentrate efforts and investments on segments where it sees significant growth potential and market leadership opportunities.
The core soda business remains fundamental to Jones Soda’s identity and strategy. Alongside this, the company is increasingly focusing on the development and expansion of its portfolio in modern functional beverages, a category experiencing robust consumer interest.
Furthermore, the company is actively pursuing growth in the emerging adult beverage category, a space that leverages its brand recognition and beverage formulation expertise in new market segments distinct from the regulated cannabis industry.
Outlook
The divestiture to MJ Reg Disrupters LLC is anticipated to simplify Jones Soda’s business structure and financial reporting. By shedding the complexities and regulatory nuances associated with the cannabis industry in various markets, Jones Soda aims to enhance operational efficiency and dedicate its management focus and capital to its prioritized beverage categories.
The transaction represents a clear strategic pivot for the craft beverage company as it seeks to solidify its position in established and growing beverage markets, while maintaining a residual financial interest in the cannabis sector through the licensing agreement.
The financial terms and the licensing arrangement underscore a calculated effort by Jones Soda to extract value from its prior investment in the cannabis space while clearing the path for concentrated growth in its identified core areas.
