Innovation Beverage Group (IBG) launches $2.5M at-the-market share plan

Rhea-AI Filing Summary

Innovation Beverage Group Ltd has established an at-the-market equity program to sell ordinary shares having an aggregate gross sales price of up to $2,500,000 through Aegis Capital Corp. as sales agent. Sales, if any, will be made under the company’s effective Form F-3 shelf registration and a related prospectus supplement, primarily through transactions on the Nasdaq Capital Market at prevailing or negotiated prices. The company is not obligated to sell any shares and may suspend or terminate the program at any time, with the offering ending once the full amount is sold or the sales agreement is terminated. Aegis will receive a commission equal to 3.0% of the gross proceeds of any shares sold, plus reimbursement of certain expenses.

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 January 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

On January 14, 2026, Innovation Beverage Group Ltd. (the “Company”), entered into a Sales Agreement (the “Sales Agreement”) with Aegis Capital Corp. (the “Sales Agent” or “Aegis”), pursuant to which the Company may, from time to time, issue and sell its ordinary shares, no par value per share (the “Ordinary Shares”), having an aggregate gross sales price of up to $2,500,000, through the Sales Agent.

Sales of Ordinary Shares under the Sales Agreement, if any, will be made pursuant to the Company’s shelf registration statement on Form F-3 (File No. 333-292446), filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 29, 2025 and declared effective on January 7, 2026, as supplemented by a prospectus supplement filed with the SEC pursuant to Rule 424(b)(5) on January 14, 2026. The Company is not obligated to sell any Ordinary Shares under the Sales Agreement and may suspend or terminate sales at any time.

Subject to the terms and conditions of the Sales Agreement, the Ordinary Shares may be sold by any method deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”), including sales made on The Nasdaq Capital Market (“Nasdaq”) at market prices prevailing at the time of sale, prices related to such prevailing market prices, or negotiated transactions, subject to the Company’s instructions. The Sales Agent has agreed to use commercially reasonable efforts consistent with normal trading and sales practices to execute sales orders on mutually agreed terms. There is no arrangement for funds to be received in any escrow, trust, or similar arrangement.

The Company is not obligated to, and it cannot provide any assurances that it will, make any sales of the Ordinary Shares under the Sales Agreement. The offering of Ordinary Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Ordinary Shares subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.

Pursuant to the Sales Agreement, the Company will pay the Sales Agent a commission equal to 3.0% of the gross proceeds of any Ordinary Shares sold under the Sales Agreement, in addition to reimbursement of certain expenses. The Company anticipates no other commissions or material expenses related to sales under the Sales Agreement.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, which is filed as an exhibit to this Report on Form 6-K and is incorporated herein by reference.

This Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws.

This Report on Form 6-K is incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-282723) and the prospectus thereof and any prospectus supplements or amendments thereto.

EXHIBITS

Exhibit No.	Description of Exhibit
5.1	Opinion of Sichenzia Ross Ference Carmel LLP
10.1	At-The-Market Equity Offering Sales Agreement, dated as of January 14, 2026
23.1	Consent of Sichenzia Ross Ference Carmel LLP (included in Exhibit 5.1)

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: January 20, 2026	By:	/s/ Sahil Beri
		Name:	Sahil Beri
		Title:	Chief Executive Officer

EXHIBIT 5.1

Partner: Andrew Gaffney andrew.gaffney@klgates.com

T +61 3 9640 4329

19 January 2026

Our ref: 7393694.00002

The Board of Directors

Innovation Beverage Group Limited

29 Anvil Road

Seven Hills NSW 2147

Australia

Dear Sir / Madam

Australian Legal Opinion concerning Innovation Beverage Group Limited Form 6-K

1. Background

We have acted as Australian legal advisers to Innovation Beverage Group Limited ACN 625 701 420 (Company), a company incorporated under the laws of Australia, with respect to an offering for sale of ordinary shares in the Company of no par value in such amounts as will have an aggregate gross sales price not exceeding US$2,500,000 (Ordinary Shares) pursuant to a Form F-3 prospectus filed with the U.S. Securities and Exchange Commission on 29 December 2025 (F-3 Prospectus) and a prospectus supplement filed with the U.S. Securities and Exchange Commission on 14 January 2026 (Prospectus Supplement) (Offer). The Offer is being made under a sales agreement whereby Ageis Capital Corp is acting as a sales agent for the Company.

We have been asked to provide this Opinion as to the validity of the issue of Ordinary Shares under the Offer. This Opinion does not in any way extend to or deal with any other securities other than the Ordinary Shares.

The Company has also retained Sichenzia Ross Ference Carmel LLP to advise on all applicable U.S. legal aspects in relation to the Offer.

2. Assumptions in providing our opinion

As to various questions of fact relevant to this opinion, we have exclusively relied on and assumed the accuracy of, without independent verification:

● the F-3 Prospectus and Prospectus Supplement;

● the Form 6-K;

● a search of the records available at Australian Securities Investments Commission (“ASIC”) of the Company conducted on 19 January 2026; and

● a copy of the Company’s Constitution as provided to us by the Company.

For the purpose of this Opinion, we have also assumed, without independent investigation or verification, that:

(a) the offer of the Ordinary Shares is to be made outside Australia but in the United States under the F-3 Prospectus and will comply with all local laws in the jurisdiction of the United States (in which the offer of those Ordinary Shares is made);

(b) trading or any subsequent sale of the Ordinary Shares issued under the F-3 Prospectus is made outside Australia to non Australian persons;

(c) all signatures are genuine and all documents, instruments and certificates submitted to us as originals are authentic and conform exactly with the authentic originals of all documents, instruments and certificates submitted to us as copies or forms or originals;

(d) all matters of internal management required by the Company’s Constitution of each of the parties to the relevant documents have been duly attended to (including, without limitation, the holding of properly constituted meetings of the boards of directors of each of those parties and the passing at those meetings of appropriate resolutions);

(e) other than the Company, each party to each document has all the requisite power and authority (corporate and otherwise) to execute and deliver and perform its obligations thereunder;

(f) any documents which purport to be governed by the law of any jurisdiction other than the laws of the Commonwealth of Australia are legal, valid and binding obligations on all of the parties thereto and under such applicable laws and that none of the execution, delivery or performance of any document by any party thereto violates or contravenes or is rendered invalid, not binding or unenforceable under any applicable law under any jurisdiction other than the laws of the Commonwealth of Australia;

(g) no third party (which for clarity excludes the Company) has contravened or will contravene any provision of the Australian Corporations Act 2001 (Cth) (including Chapter 2E or Chapter 2J or Chapter 6) (Corporations Act) by giving effect to a transaction in connection with the Offer;

(h) the Company will not engage in fraudulent or unconscionable conduct or conduct which is misleading or deceptive or which is likely to mislead or deceive in relation to the issuance or sale of the Ordinary Shares;

(i) there is no bad faith, fraud, undue influence, coercion or duress or similar conduct on the part of the Company in relation to the issuance or sale of the Ordinary Shares;

(j) all information provided to us by or on behalf of officers of the Company was true and correct when provided and remains so at the date of this letter;

(k) the Company will at all times duly comply with all its obligations under the Corporations Act and otherwise required by law;

(l) the Company is and will be able to pay its debts as and when they fall due and is otherwise solvent as at the time the Ordinary Shares are issued or sold; and

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(m) the ASIC records which we have examined are accurate and that the information disclosed by the searches conducted by us is true and complete and that such information has not since then been altered and that such searches did not fail to disclose any information which had been delivered for registration or filing against the Company’s records but which did not appear on the public records at the date of our search.

3. Limitations and qualifications

This Opinion, which is governed by and construed in accordance with the laws of the Commonwealth of Australia that are in effect on the date of this opinion. We have not investigated the laws of any jurisdiction other than the Commonwealth of Australia.

We are qualified to practice law in Victoria, Australia and do not express any opinions in this letter concerning any laws other than the laws of the Commonwealth of Australia to the extent necessary to render the Opinion set out below. We are not opining on, and we assume no responsibility as to the applicability to or effect on any of the matters covered in this letter of the laws of any other jurisdiction.

We express no opinion as to United States securities, tax, duty law or international law and no opinion or representation is given in respect of the application of any foreign laws to the issue of the Ordinary Shares or the contents or generally the compliance of F-3 Prospectus, Prospectus Supplement or Form 6-K with any applicable laws or any tax laws in the United States.

We have assumed that any applicable law (other than the laws of the Commonwealth of Australia) does not affect this Opinion.

We express no opinion in respect of and we have not been, nor are we, responsible for preparing or verifying the accuracy of the facts or the reasonableness of any statements of opinion, contained in the F-3 Prospectus, Prospectus Supplement or Form 6-K (including without limitation the representations and warranties by the Company contained in the F-3 Prospectus, Prospectus Supplement or Form 6-K), or ensuring that no material facts have been omitted from any of those documents. Furthermore, we express no opinion as to whether the F-3 Prospectus, Prospectus Supplement or Form 6-K contains all the information required in order for the offer, issuance and sale of the Securities not to constitute misleading or deceptive conduct within the meaning of the Corporations Act or any analogous prohibited conduct under any other law.

Our opinion is subject to any laws from time to time in effect relating to bankruptcy, liquidation, receivership, administration, re- organisation, reconstruction, moratoria, court schemes or other similar laws affecting generally the enforcement of creditors’ rights.

We have relied on the assumptions contained in section 129 of the Corporations Act with respect to the Company.

We have not made any investigations or searches other than the searches referred to in section 2 above. The ASIC records searched by us may not be complete or up to date as some documents may not be filed at the relevant offices immediately, some documents may no longer be on file and some might be replaced or might otherwise not appear on file.

4. Opinion

Based on and subject to the foregoing and in reliance thereof, in our opinion, the Ordinary Shares the subject of the Offer:

(a) have been duly authorized by the Company; and

(b) when issued, will be validly issued, fully paid and non-assessable securities of the Company (in the Australian sense of no further monies being owed by the purchasers to the Company for the Ordinary Shares)

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5. Applicability

This Opinion is given as at 9 am Melbourne, Australia time on the date of this letter and we undertake no obligation to investigate or review any matters arising after the date of this opinion nor to advise you of any changes or events (including but not limited to any subsequently enacted, published or reported laws, regulations or individual decisions) that may occur or come to our attention after the date of this opinion which may affect our Opinion.

This Opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated.

Yours faithfully

Andrew Gaffney

Partner

K&L Gates LLP

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FAQ

What did Innovation Beverage Group Ltd (IBG) disclose in this Form 6-K?

Innovation Beverage Group Ltd disclosed that it entered into a Sales Agreement with Aegis Capital Corp. to sell ordinary shares in an at-the-market equity offering program with an aggregate gross sales price of up to $2,500,000.

How large is Innovation Beverage Group Ltd’s at-the-market offering program?

The at-the-market offering program allows Innovation Beverage Group Ltd to issue and sell ordinary shares having an aggregate gross sales price of up to $2,500,000.

Is Innovation Beverage Group Ltd required to sell shares under the Aegis at-the-market agreement?

No. The company is not obligated to sell any ordinary shares under the Sales Agreement and may suspend or terminate sales at any time in accordance with the agreement’s terms.

What commission will Aegis Capital Corp. receive in the IBG at-the-market program?

Under the Sales Agreement, Innovation Beverage Group Ltd will pay Aegis Capital Corp. a commission equal to 3.0% of the gross proceeds of any ordinary shares sold, plus reimbursement of certain expenses.

Under which registration statement is Innovation Beverage Group Ltd’s at-the-market offering being conducted?

Sales of ordinary shares under the Sales Agreement will be made pursuant to Innovation Beverage Group Ltd’s shelf registration statement on Form F-3 (File No. 333-292446), as supplemented by a prospectus supplement filed on January 14, 2026.

When does Innovation Beverage Group Ltd’s at-the-market offering terminate?

The offering will terminate upon the earlier of (i) the sale of all ordinary shares subject to the Sales Agreement, or (ii) termination of the Sales Agreement in accordance with its terms.

Does the Form 6-K itself constitute an offer to sell IBG securities?

No. The Form 6-K explicitly states that it does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction where such actions would be unlawful.