Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing
On September 11, 2012, Jones Soda Co. (the Company) received notification from The Nasdaq Stock Market (Nasdaq) stating that the Company's common stock will be delisted from the Nasdaq Capital Market effective at the open of the market on September 20, 2012. The delisting of the Company's common stock is a result of the Company's failure to regain compliance with the $1 minimum bid price for its common stock for continued listing, pursuant to Nasdaq's Listing Rule 5550(a)(2). The Company does not intend to request an appeal hearing regarding the delisting.
The Company expects that its common stock will trade on the OTCQB Marketplace under the Company's current symbol "JSDA" upon delisting from the Nasdaq Capital Market, or as soon as practicable thereafter. The OTCQB is a market tier operated by the OTC Market Group Inc. for over-the-counter traded companies. The delisting will be completed once Nasdaq files a Form 25-NSE Notification of Delisting with the Securities and Exchange Commission (SEC). The delisting and transition to the OTCQB does not change the Company's obligations to file periodic and other reports with the SEC under applicable federal securities laws.

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