UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16
OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of September 2026
Commission
file number: 001-42278
INNOVATION
BEVERAGE GROUP LTD
(Translation
of registrant’s name into English)
29
Anvil Road
Seven
Hills, New South Wales, Australia, 2147
(Address
of principal executive offices)
Indicate by check
mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM
6-K
Periodic
Filing Requirement
On
May 19, 2026, Innovation Beverage Group Ltd. (the “Company”) received notification from the Listing Qualifications Staff
of The Nasdaq Stock Market LLC (“Nasdaq”) that it was not in compliance with the periodic filing requirement set forth in
Nasdaq Listing Rule 5250(c)(1) due to its failure to timely file its Annual Report on Form 20-F for the fiscal year ended December 31,
2025.
On
September 17, 2026, the Company filed its Annual Report on Form 20-F for
the fiscal year ended December 31, 2025 with the U.S. Securities and Exchange Commission (the “SEC”). On September 18, 2026,
the Company received a letter from Nasdaq confirming that the Company now complies with Nasdaq Listing Rule 5250(c)(1) and that the matter
is closed.
Stockholders’
Equity Requirement
On
September 22, 2026, the Company received a letter from Nasdaq notifying the Company that it no longer complies with the minimum stockholders’
equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1), which requires listed companies
to maintain a minimum of $2,500,000 in stockholders’ equity. As reported in the Company’s Annual Report on Form 20-F for
the fiscal year ended December 31, 2025, the Company’s stockholders’ equity was ($1,469,914). Nasdaq also determined that,
as of the date of the letter, the Company did not meet the alternative continued listing standards based on the market value of listed
securities or net income from continuing operations. A copy of the Company’s press release regarding the foregoing is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Unaudited Balance Sheet
as of March 31, 2026
Attached hereto as Exhibit 99.2
is the Company’s unaudited consolidated balance sheet as of March 31, 2026 (the “Balance Sheet”). The Balance Sheet
does not incorporate the financial information of BlockFuel Energy Inc. (“BlockFuel”), in which the Company acquired a 51%
ownership interest on March 16, 2026, as previously disclosed in the Company’s Report on Form 6-K filed with the SEC on March 25,
2026. As reflected in the Balance Sheet, the Company’s stockholders’ equity as of March 31, 2026 was $5,003,707.
EXHIBIT
INDEX
| Exhibit No. |
|
Description of Exhibit |
| 99.1 |
|
Press Release of Innovation
Beverage Group Ltd., dated September 25, 2026 |
| 99.2 |
|
Unaudited Consolidated Balance Sheet of Innovation Beverage Group Ltd. as of March 31, 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, thereunto
duly authorized.
| |
Innovation Beverage Group Limited |
| |
|
|
| Date: September 25, 2026 |
By: |
/s/ Sahil Beri |
| |
|
Name: |
Sahil Beri |
| |
|
Title: |
Chief Executive Officer |
EXHIBIT 99.1
Innovation Beverage Group Limited Provides Update
on Nasdaq Listing Compliance
SYDNEY, AU / ACCESS Newswire / September 25, 2026
/ 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, today announced the following
updates regarding its compliance with the listing requirements of The Nasdaq Stock Market LLC (“Nasdaq”).
Periodic Filing Requirement
On May 19, 2026, the Company received a letter from
Nasdaq (the “Delinquency Letter”) notifying the Company that it was not in compliance with the requirements for continued
listing set forth in Nasdaq Listing Rule 5250(c)(1) because it did not timely file its annual report on Form 20-F for the fiscal year
ended December 31, 2025 (the “2025 Annual Report”). On September 17, 2026, the Company filed the 2025 Annual Report with the
U.S. Securities and Exchange Commission. On September 18, 2026, the Company received a letter from Nasdaq confirming that the Company
now complies with Listing Rule 5250(c)(1) and that this matter is closed.
Stockholders’ Equity Requirement
On September 22, 2026, the Company received a letter
from Nasdaq (the “Equity Notice”) notifying the Company that it no longer complies with the minimum stockholders’ equity
requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1), which requires listed companies to
maintain a minimum of $2,500,000 in stockholders’ equity. As reported in the 2025 Annual Report, the Company’s stockholders’
equity was ($1,469,914). Nasdaq also determined that, as of the date of the Equity Notice, the Company did not meet the alternative continued
listing standards based on the market value of listed securities or net income from continuing operations.
In accordance with Nasdaq Listing Rules, the Company
has 45 calendar days from the date of the Equity Notice to submit a plan to regain compliance (the “Compliance Plan”). If
Nasdaq accepts the Compliance Plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Equity Notice
to evidence compliance. The Company intends to submit the Compliance Plan within the prescribed period, no later than November 6, 2026.
The Company has prepared an
unaudited consolidated balance sheet as of March 31, 2026, which is being filed with the U.S. Securities and Exchange Commission today
on a Report on Form 6-K. The balance sheet does not incorporate the financial information of BlockFuel Energy Inc. ("BlockFuel"),
in which the Company acquired a 51% ownership interest on March 16, 2026, as previously disclosed in the Company's Report on Form 6-K
filed on March 25, 2026. The Company believes that, as reflected in the balance sheet, its stockholders' equity as of March 31, 2026 was
$5,003,707, which is in excess of the $2,500,000 minimum required under Listing Rule 5550(b)(1).
About Innovation Beverage Group Ltd
Innovation Beverage Group Limited (NASDAQ: IBG) is
a global beverage company headquartered in Sydney, Australia, specializing in the development, production, and commercialization of premium
craft spirits, bitters, and ready-to-drink beverages. Through its flagship brands, including the Australian Bitters Company and Bittertales,
IBG combines flavour innovation with market expansion across international on-trade and off-trade channels. The Company operates a distillery
and innovation centre in Sydney, with a growing commercial presence in the United States and United Kingdom.
Forward-Looking Statement
This press release contains “forward-looking
statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements include, but are not
limited to, statements regarding the Company’s plans to regain compliance with Nasdaq Listing Rules, anticipated filing timelines,
and the expected submission of a compliance plan. Forward-looking statements are typically identified by words such as “expects,”
“anticipates,” “plans,” “projects,” “intends,” “believes,” “may,”
“will,” “could,” “should,” or similar expressions. These statements are based on current expectations
and assumptions and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied.
These risks include, among others, the ability of the Company to regain compliance with Nasdaq’s continued listing requirements,
regulatory risks, and other risks described in IBG’s filings with the U.S. Securities and Exchange Commission, including the 2025
Annual Report. Readers are cautioned not to place undue reliance on these forward-looking statements. IBG undertakes no obligation to
update such statements except as required by law.
CONTACT:
Innovation Beverage Group Limited
Sahil Beri, CEO
sahil@innovationbev.com
www.innovationbev.com
Investor Relations:
KCSA Strategic Communications
Phil Carlson, Managing Director
IBG@KCSA.com
SOURCE: Innovation Beverage Group Ltd
EXHIBIT 99.2
| Account Description | |
Consolidated | |
Consolidated |
| | |
3/31/2026 | |
12/31/2025 |
| Current Assets | |
| | | |
| | |
| Cash and cash equivalents | |
| 2,284,647 | | |
| 127,756 | |
| Trade and other receivables | |
| 724,056 | | |
| 49,112 | |
| Other current assets | |
| 3,171,099 | | |
| — | |
| Inventories | |
| 229,644 | | |
| 383,709 | |
| Prepayment | |
| 254,507 | | |
| 161,417 | |
| Investments | |
| — | | |
| — | |
| TOTAL Current Assets | |
| 6,663,953 | | |
| 721,994 | |
| | |
| | | |
| | |
| Non Current Assets | |
| | | |
| | |
| Property Plant And Equipment | |
| 107,257 | | |
| 114,806 | |
| Financial assets (Non-current) | |
| 35,852 | | |
| 35,056 | |
| Right-of-use assets - Oper | |
| 859,320 | | |
| 59,079 | |
| Right-of-use assets - Fin | |
| (13,751 | ) | |
| — | |
| Loan to shareholders (Non Current) | |
| — | | |
| — | |
| Intangibles | |
| 345,686 | | |
| 356,475 | |
| Deferred tax assets | |
| — | | |
| — | |
| Goodwill | |
| — | | |
| — | |
| TOTAL Non Current Assets | |
| 1,334,364 | | |
| 565,416 | |
| | |
| | | |
| | |
| TOTAL ASSETS | |
| 7,998,317 | | |
| 1,287,410 | |
| | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Trade and other payables | |
| 1,577,922 | | |
| 1,897,019 | |
| Income tax payable | |
| — | | |
| — | |
| Lease liability | |
| 119,929 | | |
| -42,153 | |
| Borrowings | |
| 508,629 | | |
| 777,053 | |
| Provisions (Current) | |
| — | | |
| — | |
| Other liabilities | |
| — | | |
| — | |
| Deferred revenue (Current) | |
| — | | |
| — | |
| TOTAL Current Liabilities | |
| 2,206,480 | | |
| 2,716,225 | |
| | |
| | | |
| | |
| Non-Current Liabilities | |
| | | |
| | |
| Lease liability (Non-current) | |
| 747,691 | | |
| — | |
| Provisions (Non-current) | |
| 18,651 | | |
| 16,451 | |
| Borrowings(Non-current) | |
| 21,788 | | |
| 24,648 | |
| Contract liability (Non-current) | |
| — | | |
| — | |
| TOTAL Non-current Liabilities | |
| 788,130 | | |
| 41,099 | |
| | |
| | | |
| | |
| TOTAL LIABILITIES | |
| 2,994,610 | | |
| 2,757,324 | |
| | |
| | | |
| | |
| Equity | |
| | | |
| | |
| Contributed Equity | |
| 23,098,270 | | |
| 16,203,885 | |
| Retained earnings | |
| 17,919,303 | | |
| (17,327,110 | ) |
| Reserves | |
| 175,260 | | |
| (346,689 | ) |
| TOTAL EQUITY | |
| 5,003,707 | | |
| (1,469,914 | ) |
| |
|
Consolidated |
| |
|
3/31/2026 |
| |
|
|
| Sales
revenue |
|
|
1,354,742 |
|
| Cost
of goods sold |
|
|
(403,519 |
) |
| Gross
margin |
|
|
951,223 |
|
| |
|
|
|
|
| Operating
expenses: |
|
|
|
|
| Contracted
services |
|
|
845,705 |
|
| Salary and
wages |
|
|
274,326 |
|
| Other general
and administrative |
|
|
432,572 |
|
| Sales and
marketing |
|
|
65,402 |
|
| Impairment
expense |
|
|
— |
|
| Total
operating expenses |
|
|
1,618,005 |
|
| |
|
|
|
|
| Profit from
continusing operations |
|
|
(666,782 |
) |
| |
|
|
|
|
| Other income/(expense): |
|
|
|
|
| Other income/(expense) |
|
|
98,599 |
|
| Interest
income |
|
|
102 |
|
| Interest
expense |
|
|
(24,112 |
) |
| Total
other income/(expense) |
|
|
74,589 |
|
| |
|
|
(592,193 |
) |
| Provision
for income taxes |
|
|
— |
|
| |
|
|
|
|
| Net
income |
|
|
(592,193 |
) |
| |
|
|
|
|
| OCI |
|
|
171,429 |
|
| |
|
|
|
|
| Comprehensive
Income |
|
|
(420,764 |
) |
| |
|
|
|
|
| Income(loss)
per share |
|
|
|
|
| Basic |
|
|
-0.42 |
|
| |
|
|
|
|
| Weighted average
number of common shares outstanding |
| Basic |
|
|
1,394,550 |
|
| STATEMENT OF CASH FLOWS |
|
|
|
|
| |
|
|
|
|
| CY |
|
03/31/26 |
|
12/31/25 |
| PY (31 Dec 2025) |
|
|
|
|
| |
|
|
|
|
| OPERATING |
|
|
|
|
|
|
|
|
| Net income |
|
|
(592,193 |
) |
|
|
(5,374,228 |
) |
| Depreciation and amortization |
|
|
85,821 |
|
|
|
365,776 |
|
| Stock Compensation |
|
|
— |
|
|
|
1,516,628 |
|
| Share insurance for services |
|
|
6,894,385 |
|
|
|
1,031,700 |
|
| Loss on write-off of assets |
|
|
— |
|
|
|
— |
|
| Shares issued to settle the loan |
|
|
— |
|
|
|
— |
|
| Accrued Interest Expense |
|
|
16,858 |
|
|
|
(89,347 |
) |
| Non-Cash Adjustment – ATO Interest |
|
|
— |
|
|
|
(186,292 |
) |
| Changes in operating accounts: |
|
|
|
|
|
|
|
|
| Accounts receivable, net |
|
|
(674,944 |
) |
|
|
(35,634 |
) |
| Inventory, at cost |
|
|
154,065 |
|
|
|
607,932 |
|
| Prepaid expenses |
|
|
(3,264,189 |
) |
|
|
394,989 |
|
| Right-of-use liabilities |
|
|
(38,342 |
) |
|
|
(142,201 |
) |
| Deposits |
|
|
(796 |
) |
|
|
(2,683 |
) |
| Deferred tax assets |
|
|
— |
|
|
|
(68,208 |
) |
| Accounts payable and accrued expenses |
|
|
(319,097 |
) |
|
|
383,179 |
|
| Deferred Revenue |
|
|
— |
|
|
|
— |
|
| Accrued employee benefits, non-current |
|
|
2,200 |
|
|
|
(1,238 |
) |
| CASH PROVIDED BY OPERATING ACTIVITIES |
|
|
2,263,769 |
|
|
|
(1,599,627 |
) |
| |
|
|
|
|
|
|
|
|
| INVESTING |
|
|
|
|
|
|
|
|
| Purchase of equipment |
|
|
— |
|
|
|
(18,415 |
) |
| Purchase of intangibles |
|
|
— |
|
|
|
— |
|
| Net activity on due from related parties |
|
|
— |
|
|
|
— |
|
| CASH PROVIDED BY INVESTING ACTIVITIES |
|
|
— |
|
|
|
(18,415 |
) |
| |
|
|
|
|
|
|
|
|
| FINANCING |
|
|
|
|
|
|
|
|
| Issuance of ordinary share, net of issuance costs |
|
|
— |
|
|
|
— |
|
| Receipts / (payments) on notes payable |
|
|
(288,948 |
) |
|
|
1,047,017 |
|
| CASH PROVIDED BY FINANCING ACTIVITIES |
|
|
(288,948 |
) |
|
|
1,047,017 |
|
| |
|
|
|
|
|
|
|
|
| Fx |
|
|
182,069 |
|
|
|
77,640 |
|
| |
|
|
|
|
|
|
|
|
| TOTALS |
|
|
2,156,891 |
|
|
|
(493,385 |
) |
