STOCK TITAN

Private fund buys new Splash Beverage (NYSE American: SBEV) shares

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

SPLASH BEVERAGE GROUP, INC. (symbol EDVA), whose registrant name in this report is Endovia Health Sciences, Inc., reported an unregistered equity financing. On August 25, 2026, the company sold and issued 510,951 shares of common stock to C/M Capital Master Fund, LP under a previously executed Securities Purchase Agreement dated September 19, 2025, generating gross proceeds of $107,610.62.

The shares were issued in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b). The purchaser’s resales of these shares are covered by the company’s Form S-1 registration statement (File No. 333-298112), which became effective on August 24, 2026.

Positive

  • None.

Negative

  • None.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Shares of common stock issued 510,951 shares Issued on August 25, 2026 to C/M Capital Master Fund, LP
Gross proceeds $107,610.62 Consideration for 510,951 shares of common stock
Securities Purchase Agreement date September 19, 2025 Agreement governing the August 25, 2026 share issuance
Form S-1 File Number 333-298112 Registration statement covering purchaser’s resales of the shares
Form S-1 effectiveness date August 24, 2026 Date the resale registration statement became effective
Securities Purchase Agreement financial
"pursuant to that certain Securities Purchase Agreement dated September 19, 2025"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Section 4(a)(2) regulatory
"exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Rule 506(b) regulatory
"and Rule 506(b) promulgated thereunder"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
registration statement on Form S-1 regulatory
"registered on the Company’s registration statement on Form S-1 (File No. 333-298112)"
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
gross proceeds financial
"for total gross proceeds of $107,610.62"
The total amount of cash a company receives from a financing event or sale before any fees, expenses, taxes or deductions are taken out. Investors watch gross proceeds because it shows the raw scale of new capital being raised—think of it as the paycheck amount before withholdings—which helps assess how much funding is available for operations, growth, debt payoff or how much shareholder dilution might occur once costs are removed.

FAQ

What equity financing did EDVA report on August 25, 2026?

The company sold and issued 510,951 shares of common stock to C/M Capital Master Fund, LP under a Securities Purchase Agreement dated September 19, 2025, for gross proceeds of $107,610.62.

Which investor purchased the shares from EDVA in this 8-K event?

The purchaser was C/M Capital Master Fund, LP, which acquired 510,951 shares of common stock under a Securities Purchase Agreement dated September 19, 2025.

How much cash did EDVA receive from the August 25, 2026 stock sale?

The transaction generated gross proceeds of $107,610.62 from the sale and issuance of 510,951 shares of common stock to C/M Capital Master Fund, LP.

Under what securities law exemptions did EDVA issue the 510,951 shares?

The issuance relied on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder.

Are the resale shares from EDVA’s August 25, 2026 issuance registered?

Yes. The purchaser’s resales of the 510,951 shares are covered by the company’s Form S-1 registration statement (File No. 333-298112), which became effective on August 24, 2026.

What is the trading symbol and listing venue for EDVA common stock?

The company’s common stock, par value $0.001, trades under the symbol SBEV on the NYSE American LLC.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 25, 2026

 

ENDOVIA HEALTH SCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-40471   34-1720075
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 

1112 N. Flagler Drive

Fort Lauderdale, Florida

  33304
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (954) 648-7238

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

Title of Each Class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value   SBEV   NYSE American LLC

 

 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On August 25, 2026, Endovia Health Sciences, Inc. (the “Company”) sold and issued a total of 510,951 shares of common stock pursuant to that certain Securities Purchase Agreement dated September 19, 2025 with C/M Capital Master Fund, LP as purchaser (the “ELOC Agreement”) for total gross proceeds of $107,610.62. The ELOC Agreement was previously disclosed in the Company’s Current Report on Form 8-K filed on September 25, 2025. To the extent such sales are deemed to be unregistered, the sales were made pursuant to the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder. The purchaser’s resales of the shares were registered on the Company’s registration statement on Form S-1 (File No. 333-298112), effective August 24, 2026.

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  ENDOVIA HEALTH SCIENCES, INC.
     
Date: August 28, 2026 By: /s/ Brady Cobb
  Name: Brady Cobb
  Title: Interim Chief Executive Officer

 

 

 

Filing Exhibits & Attachments

3 documents