UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)



(Mark One)



| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------



For the fiscal year ended December 30,
2014



| | o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



For the transition period from                
to



Commission file number: 001-32552



Jamba, Inc.

(Exact name of registrant as specified in
its charter)



|Delaware                        | 20-2122262                          
|------------------------------- | ------------------------------------
|(State or other jurisdiction of | (I.R.S. Employer Identification No.)
|incorporation or organization)  |                                     



6475 Christie Avenue, Suite 150,

Emeryville, California 94608

(Address of principal executive offices)
(Zip Code)



Registrant’s telephone number, including
area code:  (510) 596-0100



Securities registered pursuant to Section 12(b) of
the Act:



|Title of each class                     |  | Name of each exchange on which registered
|--------------------------------------- |  | -----------------------------------------
|Common Stock, par value $.001 per share |  | The NASDAQ Stock Market LLC              



Securities registered pursuant to Section 12(g) of
the Act:  None



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  o
No  x



Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  o
No  x



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes  x
No  o



Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x
No  o



Indicate by check mark if disclosure of
delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.  x



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act.



|Large accelerated filer o                     |  | Accelerated filer x        
|--------------------------------------------- |  | ---------------------------
|                                              |  |                            
|Non-accelerated filer o                       |  | Smaller reporting company o
|(Do not check if a smaller reporting company) |  |                            



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Act).  Yes  o
No  x



The aggregate market value of the registrant’s
common stock, $0.001 par value per share, held by non-affiliates as of the last day of the registrant’s second fiscal quarter
ended July 1, 2014 was $210,830,710 (based upon the closing sales price of registrant’s common stock on such date). For purposes
of this disclosure, shares of common stock held by persons who held more than 5% of the outstanding shares of common stock and
shares held by officers and directors of the registrant have been excluded in that such persons may be deemed to be affiliates.
This determination of affiliate status is not necessarily a conclusive determination for other purposes.



The number of shares of common stock of
Jamba, Inc. issued and outstanding as of March 20, 2015 was 17,522,939 and 16,436,696, respectively.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the Proxy Statement for the
2015 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days of the end of the fiscal year
ended December 30, 2014, are incorporated by reference in Part III hereof. Except with respect to information specifically incorporated
by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part hereof.

























EXPLANATORY NOTE



This Amendment No. 1 on Form 10-K/A amends
our Annual Report on Form 10-K for the year ended December 30, 2014 (the “Original Filing”). In the process of filing
the Original Filing, a clerical error was made wherein an earlier draft of Item 9A was erroneously included in place of the final
version of Item 9A. The sole purpose of this Amendment No. 1 is to amend the disclosure included in Item 9A to include the final
version of Item 9A, which revises, among other things, the description of the material weakness identified by management as well
as the remedial actions to be undertaken by management.



Pursuant to Rule 12b-15 under the Securities
Exchange Act of 1934, as amended, this Form 10-K/A also contains new Rule 13a-14(a)/15d-14(a) certifications, which are attached
as exhibits hereto. Because no financial statements or other financial information has been amended by or included in this Amendment
No. 1 on Form 10-K/A, paragraph 3 of the certifications has been omitted.



This Amendment No. 1 on Form 10-K/A does
not change or update any other disclosure contained in the Original Filing, including, without limitation, the Reports of Independent
Registered Public Accounting Firm included in Items 8 and 9B of the Original Filing.



| | ITEM 9A. | CONTROLS AND PROCEDURES
| | -------- | -----------------------



| | (a) | Disclosure Controls and Procedures
| | --- | ----------------------------------



We maintain disclosure controls and procedures
that are designed to ensure that information required to be disclosed in the Company’s reports under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including
our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures,
no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as
the Company’s controls are designed to do, and management necessarily was required to apply its judgment in evaluating the
risk related to controls and procedures.



In connection with the preparation of this
Annual Report on Form 10-K, as of December 30, 2014, an evaluation was performed under the supervision and with the participation
of our management, including the CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures
(as defined in Rule 13a-15(e) under the Exchange Act). Based on that evaluation and as described below under “Management’s
Report on Internal Control Over Financial Reporting,” we have identified a material weakness in our internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Because of this material weakness, our CEO
and CFO concluded that our disclosure controls and procedures were not effective as of December 30, 2014. These conclusions were
communicated to the Audit Committee. Notwithstanding the existence of the material weakness described below, management has concluded
that the consolidated financial statements in this Form 10-K fairly present, in all material respects, the Company’s financial
position, results of operations and cash flows for all periods and dates presented.



| | (b) | Management’s Report on Internal Control Over Financial Reporting
| | --- | ----------------------------------------------------------------



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal
control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles
(“GAAP”).  Our internal control over financial reporting includes those policies and procedures that: (i) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance
with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect
on the financial statements.



Our management has assessed the effectiveness
of our internal control over financial reporting as of December 30, 2014. In making its assessment of internal control over financial
reporting, management used the criteria set forth by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission
in Internal Control — Integrated Framework (1992). Based on this assessment, our CEO and CFO concluded that our
internal control over financial reporting was not effective as of December 30, 2014 based on the criteria set forth by COSO in
Internal Control — Integrated Framework (1992) because of the material weakness described below.













A material weakness is a deficiency, or
a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a
material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely
basis. The material weakness we identified relates to an insufficient complement of finance and accounting resources with adequate
skills within the organization to ensure the proper application of U.S. GAAP with respect to the Company’s non-routine transactions.
Specifically, we have determined that (1) our controls over non-routine transactions were not operating effectively to identify
such non-routine transactions and (2) our controls were not operating effectively to ensure that non-routine transactions were
adequately accounted for in accordance with GAAP. The material weakness resulted in adjustments during our fourth quarter ended
December 30, 2014, impacting property, fixtures and equipment, net, trademarks and other intangible assets, net, other long-term
assets, additional paid-in capital, general and administrative and other operating, net. If not remediated, there is a reasonable
possibility the material weakness could result in a material misstatement to our annual or interim consolidated financial statements
that would not be prevented or detected on a timely basis.



The effectiveness of the Company’s
internal control over financial reporting as of December 30, 2014 has been audited by KPMG LLP, an independent registered public
accounting firm, as stated in their report, which is included in Item 9B  of this Annual Report on Form 10-K.



| | (c) | Remedial Actions
| | --- | ----------------



Management believes that the material weakness
identified was due in part to employee turnover related to recently implemented cost reductions and infrastructure changes and
did not result in any material misstatements of the Company’s consolidated financial statements or disclosures for any interim
periods during, or for the annual periods of our 2014, 2013 and 2012 fiscal years.



We plan to address the material weakness
identified by augmenting our finance and accounting staff with additional qualified personnel and evaluating our current personnel
in key finance and accounting positions.



Management believes that the remediation
efforts to be undertaken will effectively remediate the material weakness. As we continue to evaluate and work to improve our internal
control over financial reporting, management may determine to take additional measures to address control deficiencies or determine
to modify the remediation plan described above. We cannot assure you, however, when we will remediate such weakness, nor can we
be certain of whether additional actions will be required or the costs of any such actions.



| | (d) | Changes in Internal Control Over Financial Reporting
| | --- | ----------------------------------------------------



Other than the material weakness referenced
above there were no changes in the Company’s internal control over financial reporting during the fourth quarter of 2014
that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial
reporting.





| | ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| | -------- | ---------------------------------------



| | (a) | 
| | --- | 



3.



The information required by this
item is incorporated by reference from the Exhibit Index.















SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Emeryville, State of California, on April 17, 2015.





| | JAMBA, INC.                          
| | -------------------------------------
| |                                      
| | By:                                  
| | James D. White                       
| | Chief Executive Officer and President











EXHIBIT INDEX





|Exhibit
        Number |  | Description                                                                                                                               |  | Form |  | File
        No. |  | Exhibit |  | Filing
        Date |  | Filed
        Herewith
|---------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------- |  | ---- |  | ---------------- |  | ------- |  | ------------------- |  | ----------------------
|                       |  |                                                                                                                                           |  |      |  |                  |  |         |  |                     |  |                       
|31.1                   |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended |  |      |  |                  |  |         |  |                     |  | X                     
|31.2                   |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended |  |      |  |                  |  |         |  |                     |  | X