Innovation Beverage Group Announces Receipt of Nasdaq Notice of Annual Shareholder Meeting Noncompliance

Rhea-AI Summary

Innovation Beverage Group (Nasdaq: IBG) received a Nasdaq notice dated January 14, 2026, for failure to hold an annual shareholder meeting within twelve months after fiscal year-end December 31, 2024, citing noncompliance with Nasdaq Listing Rules 5620(a), 5810(c)(2)(G), and IM-5620. The company has 45 calendar days to submit a compliance plan and stated it intends to submit a plan and hold an annual meeting by March 31, 2026. If Nasdaq accepts the plan, Nasdaq may grant an exception of up to 180 calendar days from the fiscal year end to regain compliance.

Positive

• Company intends to submit a compliance plan within the 45-day window
• Company targets holding annual meeting by March 31, 2026
• Nasdaq may grant up to a 180-calendar-day exception if plan accepted

Negative

• Received Nasdaq notice for failure to hold annual shareholder meeting
• Noncompliance cited with Nasdaq Listing Rules 5620(a), 5810(c)(2)(G), IM-5620
• Potential delisting risk if compliance plan is not accepted or implemented

News Market Reaction

-9.12%

1 alert

-9.12% News Effect

On the day this news was published, IBG declined 9.12%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Nasdaq compliance window: 45 days plan, up to 180 days extension ATM offering size: $2,500,000 Illustrative ATM shares: 1,524,390 shares +5 more

8 metrics

Nasdaq compliance window 45 days plan, up to 180 days extension Timeline to regain compliance with annual meeting rules

ATM offering size $2,500,000 Prospectus supplement 424B5 at-the-market program

Illustrative ATM shares 1,524,390 shares Example number of new shares at $1.64 in 424B5 filing

Illustrative total shares 4,994,721 shares Post-ATM illustrative total shares outstanding

Shelf registration size $10,000,000 Form F-3 universal shelf filed Dec 29, 2025

Shares outstanding 3,470,331 shares Ordinary shares outstanding as of Dec 19, 2025

Non-affiliate shares 2,672,221 shares Held by non-affiliates as of Dec 19, 2025

Non-affiliate market value $6,653,830 Based on $2.49 share price on Dec 19, 2025

Market Reality Check

Price: $4.02 Vol: Volume 15,201 is below th...

low vol

$4.02 Last Close

Volume Volume 15,201 is below the recent 20-day average of 67,078, suggesting limited pre-news activity. low

Technical Price at $1.71 is trading below the 200-day MA of $2.99, reflecting a weak longer-term trend.

Peers on Argus

Pre-news, IBG was down 1.72% while only one peer, SBEV, appeared in momentum dat...

1 Down

Pre-news, IBG was down 1.72% while only one peer, SBEV, appeared in momentum data, moving down. Other beverage peers showed mixed standalone moves, indicating today’s Nasdaq noncompliance notice is largely stock-specific rather than a coordinated sector move.

Historical Context

3 past events · Latest: Oct 15 (Positive)

Pattern 3 events

Date	Event	Sentiment	Move	Catalyst
Oct 15	Definitive merger deal	Positive	+25.2%	Reverse triangular merger with BlockFuel and new Nasdaq ticker FUEL.
Sep 23	Merger LOI	Positive	+105.1%	Non-binding LOI for reverse merger with BlockFuel and new strategy.
Sep 23	Reverse stock split	Neutral	+105.1%	5-for-1 reverse split tied to addressing prior Nasdaq bid-price issue.

Pattern Detected

Recent material news has typically seen positive price reactions, particularly around the BlockFuel merger and capital structure changes.

Recent Company History

Over the past months, Innovation Beverage Group has focused on structural and strategic shifts. On Sep 23, 2025, it announced both a 5-for-1 reverse stock split and a potential reverse triangular merger with BlockFuel Energy, each followed by strong positive price reactions above 100%. A definitive BlockFuel merger agreement on Oct 15, 2025 also drew a positive move. Against this backdrop, the new Nasdaq annual-meeting noncompliance notice contrasts with earlier growth and listing-stability steps.

Regulatory & Risk Context

Active S-3 Shelf · $10,000,000

Shelf Active

Active S-3 Shelf Registration 2025-12-29

$10,000,000 registered capacity

An effective Form F-3 shelf dated Dec 29, 2025 allows IBG to offer up to $10,000,000 of securities over time, already tapped via a 424B5 at-the-market equity program. This provides flexible capital access but also introduces ongoing dilution and share-price pressure risk when securities are issued.

Market Pulse Summary

The stock moved -9.1% in the session following this news. A negative reaction despite the issue bein...

Analysis

The stock moved -9.1% in the session following this news. A negative reaction despite the issue being an annual-meeting timing matter would fit a pattern where regulatory headlines weigh on a stock already trading well below its 200-day MA. Prior Nasdaq-related actions, like the reverse stock split to address bid-price rules, saw strong bounces, but today’s context includes an effective $10,000,000 shelf and a $2,500,000 ATM that can add selling pressure. How the company executes its compliance plan and communications could influence longer-term sentiment.

Key Terms

im-5620, at-the-market offering, form f-3, prospectus supplement, +2 more

6 terms

im-5620 regulatory

"not in compliance with Nasdaq Listing Rules 5620(a), 5810(c)(2)(G), and IM-5620"

IM-5620 is an investigational drug candidate identified by an internal code, representing a chemical or biological therapy currently under clinical or preclinical testing. For investors it matters because the results of safety, efficacy and regulatory reviews for such a candidate are like the testing phase of a new product: positive outcomes can unlock commercial sales and boost a developer’s valuation, while negative results can reduce future revenue prospects and stock value.

at-the-market offering financial

"launching an at-the-market offering of up to $2,500,000 of ordinary shares"

An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.

form f-3 regulatory

"filed a shelf registration to offer and sell up to $10,000,000 of..."

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

prospectus supplement regulatory

"final terms set in future prospectus supplements"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

emerging growth company regulatory

"IBG is an emerging growth company and foreign private issuer"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

foreign private issuer regulatory

"IBG is an emerging growth company and foreign private issuer"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

AI-generated analysis. Not financial advice.

SYDNEY, Jan. 16, 2026 (GLOBE NEWSWIRE) -- Innovation Beverage Group Ltd (“IBG” or the “Company”) (Nasdaq: IBG), an innovative developer, manufacturer, and marketer of a growing beverage portfolio of 60 formulations across 13 alcoholic and non-alcoholic brands, announced today that on January 14, 2026, the Company received a notice from the Listing Qualifications Staff of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that as it did not hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year December 31, 2024, the Company is not in compliance with Nasdaq Listing Rules 5620(a), 5810(c)(2)(G), and IM-5620.

The notice stated that the Company has 45 calendar days to submit a compliance plan in order to regain compliance and, if accepted, Nasdaq may grant an exception of up to 180 calendar days from the fiscal year end to regain compliance.

IBG intends to submit a timely compliance plan and to hold an annual meeting of shareholders by March 31, 2026.

About Innovation Beverage Group
Innovation Beverage Group is a developer, manufacturer, marketer, exporter, and retailer of a growing beverage portfolio of 60 formulations across 13 alcoholic and non-alcoholic brands for which it owns exclusive manufacturing rights. Focused on premium and super premium brands and market categories where it can disrupt age old brands, IBG’s brands include Australian Bitters, BITTERTALES, Drummerboy Spirits, Twisted Shaker, and more. IBG’s most successful brand to date is Australian Bitters, which is a well-established and favored bitters brand in Australia. Established in 2018, IBG’s headquarters, manufacturing and flavor innovation center are located in Sydney, Australia, with a U.S. sales office located in California. For more information visit: https://www.innovationbev.com/

Forward Looking Statement
This press release contains “forward-looking statements” and “forward-looking information”. This information and these statements, which can be identified by the fact that they do not relate strictly to historical or current facts, are made as of the date of this press release or as of the date of the effective date of information described in this press release, as applicable. The forward-looking statements herein relate to predictions, expectations, beliefs, plans, projections, objectives, assumptions, or future events or performance (often, but not always, using words or phrases such as “expects,” “anticipates,” “plans,” “projects,” “estimates,” “envisages,” “assumes,” “intends,” “strategy,” “goals,” “objectives” or variations thereof or stating that certain action events or results "may,” “can,” “could,” “would,” “might,” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) and include, without limitation, statements with respect to projected financial targets that the Company is looking to achieve. All forward-looking statements are based on current beliefs as well as various assumptions made by and information currently available to the Company’s management team. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that estimates, forecasts, projections, and other forward-looking statements will not be achieved or that assumptions do not reflect future experience. We caution any person reviewing this press release not to place undue reliance on these forward-looking statements as several important factors could cause the actual outcomes to differ materially from the beliefs, plans, objectives, expectations, anticipations, estimates, assumptions, and intentions expressed in such forward-looking statements. These risk factors may be generally stated as the risk that the assumptions and estimates expressed above do not occur. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by Company or on behalf of the Company except as may be required by law.

Contact:
Innovation Beverage Group Limited
Sahil Beri
CEO
sahil@innovationbev.com
www.innovationbev.com

FAQ

What Nasdaq notice did Innovation Beverage Group (IBG) receive on January 14, 2026?

A notice of noncompliance for not holding an annual shareholder meeting within twelve months of fiscal year-end December 31, 2024.

How long does IBG have to submit a compliance plan to Nasdaq for IBG?

IBG has 45 calendar days from the notice date to submit a compliance plan.

By what date does IBG intend to hold its annual meeting for IBG shareholders?

IBG intends to hold its annual meeting by March 31, 2026.

What relief can Nasdaq provide if IBG's compliance plan is accepted?

Nasdaq may grant an exception of up to 180 calendar days from the fiscal year end to regain compliance.

Does the Nasdaq notice mean IBG will be delisted immediately?

No; the notice indicates noncompliance and a process for remediation, not an immediate delisting.