UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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 March 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 ☐
Pricing and Closing of $6 Million Best-Efforts
Offering
On March 13, 2026, Innovation Beverage Group Limited
(the “Company”), priced a best efforts public offering (the “Offering”) for the sale of units as described below
for aggregate gross proceeds to the Company of approximately $6 million, before deducting placement agent fees and other estimated expenses
payable by the Company. The Offering was comprised of: (i) 747,000 units (the “Ordinary Units”), each consisting of one ordinary
share of the Company, no par value per share (the “Ordinary Shares”), one series A warrant to purchase one Ordinary Share
(each a “Series A Warrant”) and one series B warrant to purchase one Ordinary Share (each, a “Series B Warrant”),
and (ii) 2,681,569 pre-funded units (the “Pre-Funded Units”), each consisting of one pre-funded warrant to purchase one Ordinary
Share, one Series A Warrant and one Series B Warrant. The public offering price was $1.75 per Ordinary Unit and $1.74999 per Pre-Funded
Unit.
The Pre-Funded Warrants will be exercisable immediately
upon issuance and will expire when exercised in full. The Series A Warrants and Series B Warrants will be immediately exercisable upon
issuance and will expire on the fifth year anniversary of their initial issuance date, and are subject to additional adjustments. In the
event of a share split, reverse share split, share dividend, share combination, recapitalization or similar transaction involving the
Company’s Ordinary Shares (a “Share Combination Event”), if the lowest VWAP of the Ordinary Shares during the period
commencing five consecutive trading days immediately preceding and ending five consecutive trading days immediately following such Share
Combination Event is less than the then-effective exercise price, the exercise price will be reduced (but not increased) to such lowest
VWAP, subject to a floor price of $0.492, and the number of shares issuable upon exercise will be increased so that the aggregate exercise
price payable upon full exercise of the warrant after such adjustment equals the aggregate exercise price payable upon full exercise immediately
prior to such adjustment. Both Series A and Series B Warrants include provisions for cashless exercise if, at the time of exercise, there
is no effective registration statement for the issuance of the underlying Ordinary Shares.
The securities in the Offering were offered pursuant
to the Company’s registration statement on Form F-1 (File No. 333-294127), as amended, which was initially filed with the Securities
and Exchange Commission (the “SEC”) on March 9, 2026, and was declared effective by the SEC on March 12, 2026. As a condition
to closing, the executive officers, directors and 10% holders of Ordinary Shares of the Company executed 90-day lock-up agreements (the
“Lock-Up Agreement”).
On March 13, 2026, the Company entered into a placement
agency agreement (the “Placement Agency Agreement”) with Aegis Capital Corp. (the “Placement Agent”), pursuant
to which the Placement Agent acted as sole placement agent for the Offering and would receive at the closing of the Offering a cash fee
equal to 7% of the gross proceeds in the Offering, a non-accountable expenses allowance of 1.0% of the gross proceeds of the Offering
and reimbursement for legal fees and other out-of-pocket fees, costs and expenses in the amount of up to $125,000.
On March 13, 2026, the Company issued a press release
announcing the pricing of the Offering. The Offering closed on March 16, 2026, along with which the Company issued a press release announcing
the closing of the Offering.
The Company used $2,500,000 of the net proceeds from
the Offering to make a non-interest bearing loan to Blockfuel Energy, Inc. (“BlockFuel”), in order for Blockfuel to exercise
its call right pursuant to the Common Stock Purchase Agreement dated as of December 24, 2025 by and among Blockfuel and the investors
thereto. Additionally, the Company intends to use the remaining net proceeds for capital expenditure, sales and marketing activities,
and working capital and general corporate purposes.
Copies of the (i) form of Pre-Funded Warrant, (ii)
form of Series A Warrant, (iii) form of Series B Warrant, (iv) form Placement Agency Agreement, (v) Form of Lock-Up Agreement, (vi) press
release on March 13, 2026, and (vii) press release on March 16, 2026 are attached as Exhibits 4.1, 4.2, 4.3, 10.1, 10.2, 99.1 and 99.2,
respectively, and are incorporated by reference herein. The foregoing summaries of the terms of each agreement mentioned above are subject
to, and qualified in their entirety by, such documents.
This report does not constitute an offer to sell,
or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
EXHIBIT INDEX
| Exhibit Number |
|
Description of Document |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 4.2 |
|
Form of Series A Warrant |
| 4.3 |
|
Form of Series B Warrant |
| 10.1 |
|
Form of Placement Agency Agreement, dated March 13, 2026 |
| 10.2 |
|
Form of Lock-Up Agreement |
| 99.1 |
|
Press Release, dated March 13, 2026 |
| 99.2 |
|
Press Release, dated March 16, 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: March 20, 2026 |
By: |
/s/ Sahil Beri |
| |
|
Name: |
Sahil Beri |
| |
|
Title: |
Chief Executive Officer |
EXHIBIT 99.1
Innovation Beverage Group Limited Announces Pricing
of $6 Million Public Offering
SYDNEY, March 13, 2026 (GLOBE NEWSWIRE) --
Innovation Beverage Group Limited (NASDAQ: IBG) (the “Company”), an innovative developer, manufacturer, and marketer of a
growing beverage portfolio of 60 formulations across 13 alcoholic and non-alcoholic brands, today announced the pricing of a public offering
made on a reasonable best efforts basis with gross proceeds to the Company expected to be approximately $6 million, before deducting placement
agent fees and other offering expenses payable by the Company.
The offering consists of 3,428,569 Common Units (or
Pre-Funded Units), each consisting of (i) one (1) Ordinary Share or one (1) Pre-Funded Warrant, (ii) one (1) Series A Registered Common
Warrant to purchase one (1) Ordinary Share per warrant at an exercise price of $1.75 and (iii) one (1) Series B Registered Common Warrant
to purchase one (1) Ordinary Share per warrant at an exercise price of $1.75. The public offering price per Common Unit is $1.75 (or $1.74999
for each Pre-Funded Unit, which is equal to the public offering price per Common Unit to be sold in the offering minus an exercise price
of $0.00001 per Pre-Funded Warrant). The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised
in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering will be decreased on a one-for-one
basis. The initial exercise price of each Series A Common Warrant is $1.75 per Ordinary Share. The Series A Common Warrants are exercisable
immediately and expire 60 months after the initial issuance date. The number of securities issuable under the Series A Common Warrant
is subject to adjustment as described in more detail in the registration statement on Form F-1 filed in connection with the offering.
The initial exercise price of each Series B Common Warrant is $1.75 per Ordinary Share. The Series B Common Warrants are exercisable immediately
and expire 60 months after the initial issuance date. The number of securities issuable under the Series B Common Warrant is subject to
adjustment as described in more detail in the registration statement on F-1 filed in connection with the offering.
Aggregate gross proceeds to the Company are expected
to be approximately $6 million. The transaction is expected to close on or about March 16, 2026, subject to the satisfaction of customary
closing conditions. The Company expect to use $2,500,000 of the net proceeds to make a non-interest bearing loan to Blockfuel in order
for Blockfuel to exercise its call right pursuant to the Securities Purchase Agreement dated as of December 24, 2025 by and among Blockfuel
and the investors thereto. The Company expects to use the remaining net proceeds from the offering, together with its existing cash, for
general corporate purposes and working capital.
Aegis Capital Corp. is acting as the exclusive
placement agent for the offering. Sichenzia Ross Ference Carmel LLP is acting as U.S. counsel to the Company. Kaufman & Canoles, P.C.
is acting as U.S. counsel to Aegis Capital Corp.
A registration statement on Form F-1 (No. 333-294127)
previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and was declared effective by the SEC on March
12, 2026. The offering is being made only by means of a prospectus. A final prospectus describing the terms of the proposed offering will
be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus
supplement may be obtained, when available, by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas,
27th floor, New York, NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010.
This press release shall not constitute an offer to
sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or
jurisdiction.
About Innovation Beverage Group Limited
Innovation Beverage Group Ltd 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 disrupted a 200-year-old market leader, giving the Company a market dominating position in
several territories including a partnership in Australia with Coca-Cola Europacific Partners. Established in 2018, IBG’s headquarters,
distillery, innovation, and manufacturing facility are located in Sydney, Australia with a U.S. sales office in California. For more information
visit: https://www.innovationbev.com/
Forward-Looking Statements
The foregoing material may contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including
without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use
of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,”
“plan,” “believe,” “potential,” “should,” “continue” or the negative versions
of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking
statements are based on information currently available to the Company and its current plans or expectations and are subject to a number
of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize,
or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected,
intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable,
the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security
laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to
actual results.
Contact:
Innovation Beverage Group Limited
Sahil Beri
CEO
sahil@innovationbev.com
www.innovationbev.com
EXHIBIT 99.2
Innovation Beverage Group Limited Announces Closing
of $6 Million Public Offering
SYDNEY, March 16, 2026 (GLOBE NEWSWIRE) --
Innovation Beverage Group Limited (NASDAQ: IBG) (the “Company”), an innovative developer, manufacturer, and marketer of a
growing beverage portfolio of 60 formulations across 13 alcoholic and non-alcoholic brands, today announced the closing of its registered
public offering made on a reasonable best-efforts basis with gross proceeds to the Company of approximately $6 million, before deducting
placement agent fees and other offering expenses payable by the Company.
The offering consisted of 3,428,569 Common Units (and/or
Pre-Funded Units), with each consisting of (i) one (1) Ordinary Share, or one (1) Pre-Funded Warrant, (ii) one (1) Series A Warrant to
purchase one (1) Ordinary Share per warrant at an exercise price of $1.75 and (iii) one (1) Series B Warrant to purchase one (1) Ordinary
Share per warrant at an exercise price of $1.75. The public offering price per Common Unit was $1.75 (or $1.74999 for each Pre-Funded
Unit, which is equal to the public offering price per Common Unit to be sold in the offering minus an exercise price of $0.00001 per Pre-Funded
Warrant). The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded
Unit sold in the offering, the number of Common Units in the offering was decreased on a one-for-one basis. The initial exercise price
of each Series A Warrant is $1.75 per Ordinary Share. The Series A Warrants are exercisable immediately and expire 60 months after the
initial issuance date. The number of securities issuable under the Series A Warrant is subject to adjustment as described in more detail
in the registration statement on Form F-1, as amended, filed in connection with the offering. The initial exercise price of each Series
B Warrant is $1.75 per Ordinary Share. The Series B Warrants are exercisable immediately and expire 60 months after the initial issuance
date. The number of securities issuable under the Series B Warrant is subject to adjustment as described in more detail in the registration
statement on F-1 filed in connection with the offering.
Aggregate gross proceeds to the Company were approximately
$6 million. The transaction closed on March 16, 2026. The Company intends to use $2,500,000 of the net proceeds to make a non-interest
bearing loan to Blockfuel in order for Blockfuel to exercise its call right pursuant to the Common Stock Purchase Agreement dated as of
December 24, 2025, by and among Blockfuel and the investors thereto. The Company intends to use the remaining net proceeds from the offering,
together with its existing cash, for general corporate purposes and working capital.
Aegis Capital Corp. acted as the exclusive placement
agent for the offering. Sichenzia Ross Ference Carmel LLP acted as U.S. counsel to the Company. Kaufman & Canoles, P.C. acted as U.S.
counsel to Aegis Capital Corp.
A registration statement on Form F-1 (No. 333-294127)
previously filed with the U.S. Securities and Exchange Commission (the “SEC”) was declared effective by the SEC on March 12,
2026. The offering was made only by means of a prospectus. A final prospectus describing the terms of the offering has been filed with
the SEC and is available on the SEC’s website located at www.sec.gov. Electronic copies of the final prospectus supplement
may be obtained by contacting Aegis Capital Corp., Attention: Syndicate Department, 1345 Avenue of the Americas, 27th floor, New York,
NY 10105, by email at syndicate@aegiscap.com, or by telephone at +1 (212) 813-1010.
This press release shall not constitute an offer to
sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or
jurisdiction.
About Innovation Beverage Group Limited
Innovation Beverage Group Ltd 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 disrupted a 200-year-old market leader, giving the Company a market dominating position in
several territories including a partnership in Australia with Coca-Cola Europacific Partners. Established in 2018, IBG’s headquarters,
distillery, innovation, and manufacturing facility are located in Sydney, Australia with a U.S. sales office in California. For more information
visit: https://www.innovationbev.com/
Forward-Looking Statements
The foregoing material may contain “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
each as amended. Forward-looking statements include all statements that do not relate solely to historical or current facts, including
without limitation statements regarding the Company’s product development and business prospects, and can be identified by the use
of words such as “may,” “will,” “expect,” “project,” “estimate,” “anticipate,”
“plan,” “believe,” “potential,” “should,” “continue” or the negative versions
of those words or other comparable words. Forward-looking statements are not guarantees of future actions or performance. These forward-looking
statements are based on information currently available to the Company and its current plans or expectations and are subject to a number
of risks and uncertainties that could significantly affect current plans. Should one or more of these risks or uncertainties materialize,
or the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected,
intended, or planned. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable,
the Company cannot guarantee future results, performance, or achievements. Except as required by applicable law, including the security
laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to
actual results.
Contact:
Innovation Beverage Group Limited
Sahil Beri
CEO
sahil@innovationbev.com
www.innovationbev.com
