On May 31, 2009, Jamba, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") to issue and sell (i) 170,000 shares of its Series B-1 Convertible Preferred Stock (the "Series B-1 Preferred") to affiliates of Mistral Equity Partners at a price of $115 per share, for an aggregate purchase price of $19.55 million, and (ii) 134,348 shares of its Series B-2 Convertible Preferred Stock (the "Series B-2 Preferred" and, together with the Series B-1 Preferred, the "Preferred Stock") to a company controlled by the Serruya family at a price of $115 per share, for an aggregate purchase price of $15.45 million. The issuance and sale of the shares of Preferred Stock is scheduled to close on June 16, 2009.

The issuance of the shares of Preferred Stock will be completed through a private placement to the purchasers as accredited investors and pursuant to the exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") provided by Section 4(2) thereof and Regulation D promulgated thereunder. The shares of Preferred Stock and the shares of the Company's Common Stock (the "Common Stock") issuable upon conversion of the Preferred Stock to be issued to the purchasers will include legends restricting transfer other than pursuant to an effective registration statement under the Securities Act or in accordance with an exemption from registration.

The Purchase Agreement provides that the Company will file a certificate of designation (the "Certificate of Designation") creating the Series B-1 Preferred and Series B-2 Preferred and providing for powers, preferences and relative, optional and other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof. The shares of Preferred Stock will be convertible at the election of the holders, at any time, into shares of Common Stock at an initial conversion price of $1.15 per share. The conversion price for the Preferred Stock is subject to customary anti-dilution adjustments for stock splits, dividends and the like. After a two year period, the Company will have the right to force the shares of Preferred Stock to convert into shares of Common Stock if (i) the Common Stock trading volume averages 150,000 shares per trading day over a 30 trading day period and
(ii) the daily volume weighted average price per share of the Common Stock exceeds the product of 2.5 times the then-applicable conversion price for any 20 of the preceding 30 trading days.

The Preferred Stock will have an 8% dividend, payable quarterly in cash, at the option of the Company. The dividend rate shall increase to 10% in the event the Common Stock is not listed for trading on any of the New York Stock Exchange, the NASDAQ Global Market or the American Stock Exchange or if the Company fails to declare and pay, in full and in cash, dividends on shares of the Preferred Stock for three consecutive quarters until such time as the dividends are paid in full and in cash.

After 7 years from the date the shares of Preferred Stock are originally issued, the holders of such shares will have the right to require the Company to redeem their shares of Preferred Stock, in whole or in part, at a price per share equal to the original sale price per share plus any unpaid but accrued dividends. The Company has also granted the purchasers of the shares of Preferred Stock certain pre-emptive rights with respect to the sale and issuance by the Company of equity securities, as delineated in the Purchase Agreement.

The holders of the shares of Preferred Stock will have the right to vote on any matters submitted to a vote of the stockholders of the Company and are entitled to cast that number of votes equal to the aggregate number of shares of Common Stock issuable upon the conversion of such holders' shares of Preferred Stock at the then-applicable conversion price. The holders of the shares of Preferred Stock will also receive customary protective provisions under the Certificate of Designation and additional protections under the Purchase Agreement (including the requirement that the consent of a majority of the holders of the shares of Common Stock issuable upon conversion of the Preferred Stock must be obtained prior to the Company incurring in excess of $10 million in indebtedness).

The holders of the shares of the Series B-1 Preferred, voting as a separate class, will be entitled to elect two members of the board of directors of the Company (the "Board") so long as more than 50% of the number of shares of Series B-1 Preferred originally issued are outstanding. In the event the number of shares of Series B-1 Preferred Stock outstanding is less than 50% of the number of shares originally issued but greater than 25% of the number of shares originally issued, the holders of the shares of the Series B-1 Preferred, voting as a separate class, will be entitled to elect only one member to the Board. The ability to elect any members to the Board by the holders of the shares of the Series B-1 Preferred will cease once the number of outstanding shares of Series B-1 Preferred is less than 25% of the number of shares of Series B-1 Preferred originally issued.

If the Company fails to declare and pay, in full and in cash, dividends on shares of the Preferred Stock for three consecutive quarters, the size of the Board shall be increased by 1 member and the holders of the Preferred Stock, voting together as a single class, shall be entitled to elect one additional member to the Board until such time as the dividends are paid in full and in cash.

The Purchase Agreement provides that the holders of the shares of Preferred Stock will be subject to a 90-day lock-up period and other restrictions on the voting and transfer of the shares of Preferred Stock and the Common Stock issuable upon conversion of the Preferred Stock.

. . .

The information required by Item 3.02 is included in Item 1.01 and incorporated herein by reference.

On June 1, 2009, the Company issued a press release announcing the transaction covered by this Current Report on Form 8-K. A copy of the press release is filed herewith as Exhibit 99.1.

(d) Exhibits.

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Exhibit No.   Description
10.1          Securities Purchase Agreement dated May 31, 2009 between Jamba, Inc. and
              the purchasers identified therein (including as exhibits the Form of
              Certificate of Designation, Form of Registration Rights Agreement and
              Form of Amendment No. 1 to Rights Plan).

99.1          Press Release of Jamba, Inc. dated June 1, 2009.