Splash Beverage Group Inc SEC Filings

Splash Beverage Group, Inc. has filed a registration statement covering up to 7,765,238 shares of common stock for resale by existing selling stockholders. These shares may be issued upon conversion of preferred stock, secured convertible notes and the exercise of warrants originally sold in private placements during 2025. Splash is not selling any shares itself under this prospectus and will receive no proceeds from stockholder resales, other than any cash paid to exercise warrants.

The filing highlights that Splash has generated no revenue since March 2025, requires at least $2 million of working capital to restart minimal operations, and significantly more capital for its Costa Rica water assets and Chispo tequila plans. Auditors have expressed substantial doubt about the company’s ability to continue as a going concern, and the company reports large accumulated deficits and ongoing losses while exploring strategic alternatives and acquisitions.

Splash Beverage Group, Inc. has registered up to 10,000,000 shares of common stock for resale by C/M Capital Master Fund, LP under an equity line of credit. The shares consist of up to 9,652,434 purchase shares the company may sell to C/M and up to 347,566 commitment shares issued as consideration for the agreement. Splash will not receive cash from C/M’s resale of these shares, but may receive up to $35,000,000 in aggregate gross proceeds from selling common stock to C/M at its discretion under the purchase agreement.

There were 2,773,106 shares of common stock outstanding as of December 16, 2025, and if all 10,000,000 registered shares are issued, the total would rise to 12,773,106. Splash reports no revenue since March 2025 due to lack of capital, a net loss of $9,886,045 for the three months ended September 30, 2025, and an accumulated deficit of $178,284,467. Its auditors have raised substantial doubt about its ability to continue as a going concern, and management discloses significant funding needs for working capital, tequila inventory, Costa Rica water assets and a large export order.

Splash Beverage Group, Inc.’s chief financial officer filed an initial insider ownership report stating that he does not beneficially own any company securities. The filing identifies the issuer as Splash Beverage Group, Inc. (ticker SBEV) and indicates that no non-derivative or derivative securities are listed in the ownership tables. A remark clarifies that no securities are beneficially owned as of the event date of December 15, 2025.

Splash Beverage Group appointed Martin Scott as its interim Chief Financial Officer and principal financial and accounting officer, effective December 15, 2025.

Scott is a Certified Public Accountant and founder of Martin Scott CFO Consulting Services Inc., and previously served as chief financial officer of LUVU Brands, Inc. and MGO Global, Inc., which was later acquired by Heidmar Maritime Holdings Corp.

Under his employment agreement, he will receive a monthly base salary of $25,000, a $20,000 bonus upon filing the company's Annual Report on Form 10-K, and a $30,000 bonus upon the closing of a merger or change of control, in each case subject to board approval. He is also eligible for equity grants under the company's 2025 Equity Incentive Plan. The company states there are no family relationships or related-party transactions involving Mr. Scott that require disclosure, and it has filed the full employment agreement as Exhibit 10.1.

Splash Beverage Group, Inc. entered into agreements on December 5, 2025 with certain option holders to terminate options covering $600,000 worth of common stock. In exchange, the company agreed to issue 113,636 shares of common stock and 1,136 shares of a newly created Series D Convertible Preferred Stock.

On December 9, 2025, the company filed a Certificate of Designations in Nevada authorizing 50,000 shares of Series D. Each Series D share is convertible into 100 shares of common stock, subject to NYSE American rules, including any shareholder approval requirements, and specified beneficial ownership limits. Series D holders vote together with common stockholders on an as-converted basis, giving them equity-like voting power tied to their potential common share equivalents.

Splash Beverage Group, Inc. reported a very challenging Q3 2025. Net revenues fell to $0 for the quarter, compared with $981,858 a year earlier, as the company temporarily suspended operations in February 2025 due to lack of capital. For the nine months ended September 30, 2025, revenue was $438,272 versus $3,569,320 in the prior-year period, while the net loss widened to $22,029,577.

The company booked heavy non-cash share-based compensation of $7,751,596 in Q3 and $7,946,217 year-to-date, contributing to a basic and diluted loss per share of $4.51 for the quarter. Cash used in operations was $3,828,797 over nine months, leaving cash and cash equivalents at $265,667.

Splash executed a 1-for-40 reverse stock split to maintain its NYSE American listing and completed major balance sheet moves. It acquired Costa Rican water rights recorded at $20,000,000 using new Series C preferred stock, and exchanged about $12.67 million of promissory notes and interest into Series B 12% cumulative convertible preferred stock, turning stockholders’ equity from a deficit of $18,634,849 at year-end 2024 to positive $6,777,552. Management plans to restart operations around Chispo tequila, water sales and a relaunch of its Qplash platform, but discloses substantial doubt about the company’s ability to continue as a going concern without significant new capital, including approximately $4,000,000 to fulfill a UAE water order and at least $20,000,000 to fully develop the water business.

Splash Beverage Group, Inc. filed an amended 8-K to correct the maturity year of senior promissory notes issued in a recent financing. On November 12, 2025, the company borrowed $500,000 from two accredited investors and issued senior promissory notes with a combined original principal amount of $588,235.30, reflecting a 15% original issue discount. The notes mature on February 12, 2026 and begin accruing interest at 6% starting 30 days after issuance. Holders may choose to use the outstanding principal, accrued interest, and any securities they hold as purchase consideration in future equity, equity-linked, or debt offerings by the company.

Splash Beverage Group, Inc. (SBEV) filed a notice that it will be late in submitting its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, citing a delay in the review by its auditor. The company expects to file the 10-Q within five calendar days of the original due date under Rule 12b-25.

Based on preliminary figures, Splash Beverage expects to report a net loss of approximately $7.0 million for the three months ended September 30, 2025, compared to a net loss of approximately $4.7 million for the same period in 2024. Operating expenses are expected to be approximately $6.6 million versus approximately $3.0 million a year earlier, mainly due to non-cash expenses from issuing warrants to management and directors and a loss on extinguishment of debt, partially offset by lower amortization of debt discount. These results remain subject to auditor review and possible revision.