Splash Beverage Group Inc SEC Filings

Splash Beverage Group (NYSE American: SBEV) filed an 8-K to disclose that it regained full compliance with the NYSE American continued-listing standards.

• On 28 Jul 2025 NYSE Regulation sent two letters confirming resolution of all previously cited deficiencies under Sections 1003(a)(i-iii) (stockholders’ equity/market-cap tests) and Section 1007 (late filings).
• “.BC” (below-compliance) and “LF” (late-filer) indicators will be removed before the open on 29 Jul 2025; the company also exits the exchange’s non-compliant issuer lists.
• The turnaround followed the company’s filing on 11 Jul 2025 of its delayed Form 10-K FY-2024 and Form 10-Q Q1-2025.
• SBEV remains subject to the exchange’s normal monitoring but faces no immediate delisting risk.

No earnings, guidance or transactional data were provided; the disclosure is limited to listing status.

Splash Beverage Group, Inc. (NYSE American: SBEV) filed an 8-K to disclose that on 23 Jul 2025 NYSE Regulation began delisting proceedings for the company’s publicly-traded warrants (SBEV-WT; exercise price $1.84). The exchange determined the warrants were “no longer suitable for continued listing” under Section 1001 of the NYSE American Company Guide because of their low trading price. Trading in the warrants was suspended immediately on the same day.

The Company has the right to appeal the decision until 30 Jul 2025 but has stated it does not intend to appeal. NYSE Regulation will apply to the SEC to formally delist the warrants after completing required procedures.

Key points for investors:

• No impact on the listing or trading of SBEV common stock, which will remain on NYSE American.
• The event does not affect operations or SEC reporting obligations.
• After delisting, the warrants may trade OTC if a market maker gains FINRA approval, but no assurance such trading will materialise.

On 29 Jul 2025 the company issued a press release (Ex. 99.1) announcing the notice. No financial metrics or business updates were included.

Amendment No. 1 to Splash Beverage Group’s preliminary proxy focuses on a single agenda item: approval of an amendment that would raise authorized common shares forty-three-fold, from 7.5 million to 400 million. The virtual-only special meeting date is still pending; the record date is 23 Jun 2025. The Board unanimously recommends voting FOR the increase, stating that, after the 1-for-40 reverse split completed 27 Mar 2025, additional shares are needed for future equity financings, outstanding warrants/notes and incentive plans.

• SEC comments prompted insertion of two new risk factors: (1) late filing of the FY-2024 Form 10-K and Q1-2025 Form 10-Q (both now filed) and (2) the company’s current non-compliance with NYSE American stockholders’ equity requirements and the threat of delisting.
• Listing status: NYSE American initiated delisting on 7 Apr 2025 after an 18-month compliance plan expired; SBEV has appealed (hearing 26 Jun 2025) and will remain listed pending a decision.
• Voting mechanics: The company issued Series A Preferred Stock carrying 25,000 votes per share but required to vote in the same proportion as common shares, effectively amplifying the votes of participating common holders while being redeemed automatically after the proposal.

No other changes were made to the original 13 Jun 2025 preliminary proxy.

Splash Beverage Group, Inc. (NYSE American: SBEV) has filed its Form 10-K for the year ended 31 December 2024. The filing confirms a net loss of $23.8 million for 2024, expanding the accumulated deficit to $155.8 million. The independent auditor, Rose, Snyder & Jacobs LLP, issued a going-concern warning citing continued operating losses, negative cash flow and the need for near-term capital.

Liquidity & capital measures: • 1 June 2025—CEO Robert Nistico bought 1,000 Series A preferred shares for $1,000. • 25 June 2025—Company raised $650,000 by issuing 650 Series A-1 preferred shares plus 325,000 warrants. • Same date—agreed with noteholders to exchange $12.67 million of debt into 126,710 Series B preferred shares, a step toward regaining NYSE American equity compliance. • 26 June 2025—acquired Costa Rican aquifer water rights (or $20 million alternative consideration) for 20,000 Series C preferred shares.

Capital structure actions: • 27 March 2025—implemented a 1-for-40 reverse stock split to lift per-share price; post-split shares outstanding were 1,899,876 (30 June 2025). • Multiple preferred‐stock designations (Series A, A-1, B, C) materially change capitalization and may dilute common shareholders.

Listing status: • 7 April 2025—NYSE Regulation commenced delisting proceedings after SBEV failed to regain compliance with equity thresholds under Sections 1003(a)(i-iii). • 16 April 2025—received an additional notice of non-compliance for missing the 10-K filing deadline.

Governance changes: • CFO Julius Ivancsits resigned effective 18 Feb 2025; William Devereux appointed CFO 20 Mar 2025. • Independent director Dr. John Paglia resigned effective 7 Mar 2025; Thomas Fore appointed director 20 Mar 2025. • The filing reports a material weakness in revenue-recognition controls, targeted for remediation in 2025.

Operations & strategy: Splash markets SALT flavored tequila, Copa Di Vino single-serve wines, and Pulpoloco sangria, supported by the Qplash e-commerce platform (>1,500 SKUs). The TapouT sports-drink license was terminated in Q1 2024. Production of key brands relies on third-party co-packers and a company-owned facility in Oregon. The company employs 21 people.

Key risks highlighted include continued operating losses, limited liquidity, dependence on successful capital raising, supply-chain cost inflation, pending NYSE delisting and evolving regulatory hurdles. Management states it may not be able to continue as a going concern without additional financing.

Splash Beverage Group (NYSE:SBEV) filed a Form 8-K to furnish a press release (Exhibit 99.1) stating it has entered into an agreement to acquire certain assets. No details on the assets, purchase price, financing, or expected closing were provided, and the company used Item 7.01 only—meaning the information is "furnished," not "filed," and carries no Section 18 liability. The absence of Item 1.01 or 2.01 suggests the company does not yet deem the transaction material or definitive for reporting purposes. Investors therefore have limited visibility on strategic fit, revenue contribution, or dilution until further disclosures are issued.