Splash Beverage Group Inc SEC Filings

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.

Splash Beverage Group (SBEV) filed an 8‑K announcing short-term note financing and a CFO transition. On November 12, 2025, the company borrowed $500,000 from two accredited investors and issued senior promissory notes with a total original principal of $588,235.30, reflecting a 15% original issue discount. The notes mature on February 12, 2025 and begin accruing interest at 6% starting 30 days after issuance, with customary default provisions.

The notes allow holders, at their discretion, to apply outstanding principal, accrued interest, and any company securities they hold at fair value as purchase consideration if the company completes a public offering or private placement. Separately, Chief Financial Officer William Devereux will resign effective November 30, 2025.

Splash Beverage Group (SBEV) reported 2025 Annual Meeting results and a CEO transition. Stockholders elected four directors and ratified Rose, Snyder & Jacobs LLP as auditor. They approved issuing common stock above the NYSE American 19.99% Exchange Cap pursuant to outstanding convertibles (Proposal 3), the issuance of shares under the September 19, 2025 ELOC Agreement (Proposal 4), and the 2025 Equity Incentive Plan (Proposal 5). Proposal 6, a possible increase in authorized common stock to 400,000,000, was not approved.

The meeting was adjourned to November 14, 2025 to permit further solicitation of proxies for Proposal 6. Separately, Robert Nistico notified the company he will resign as Chief Executive Officer effective November 14, 2025. He will remain on the Board and work on special projects in the beverage space.

Splash Beverage Group (SBEV): Schedule 13G filed by Aida Aragon

Aida Aragon reported beneficial ownership tied to 150,000 warrants to purchase Splash Beverage Group common stock, reflecting 5.8% of the class. The warrants carry an exercise price of $0.80 per share. Aragon reports sole voting power and sole dispositive power over 150,000 and no shared power.

The ownership percentage is based on 2,414,226 shares outstanding as of October 17, 2025. The filing is on Schedule 13G, with certifications indicating the securities were acquired and are held in the ordinary course and not for the purpose of changing or influencing control.

Splash Beverage Group (SBEV): Schedule 13D filed by Thomas Butler Fore

Thomas Butler Fore reported beneficial ownership tied to 750,000 shares of common stock issuable upon exercise of five-year warrants with an exercise price of $0.80 per share. The filing states this amounts to 23.7% of the Issuer’s 2,414,226 shares outstanding as of October 17, 2025. The reporting person holds sole voting and dispositive power over these securities.

The warrants were received on July 31, 2025 and are held indirectly through TBF Holdings LLC, an entity Mr. Fore controls. The filing notes the SEC’s 60‑day rule for calculating beneficial ownership and states the purpose of the acquisition as exercising control.

Magdalene Tong filed a Schedule 13G reporting beneficial ownership in Splash Beverage Group (SBEV). The filing discloses 7.7% of the common stock class, calculated based on 2,414,226 shares outstanding as of October 17, 2025.

The reported holdings consist of 200,000 warrants to purchase common stock with an exercise price of $0.80 per share. Tong has sole voting and dispositive power over 200,000. The date of event requiring the filing is July 31, 2025. The certification states the securities were acquired and are held in the ordinary course and not for the purpose of changing or influencing control.

Splash Beverage Group (SBEV) insider Thomas Butler Fore, a Director and 10% Owner, reported acquiring warrants to purchase 750,000 shares of common stock at an exercise price of $0.80 per share on 07/31/2025. The warrants are fully vested and expire on 07/31/2030.

The filing shows 750,000 derivative securities beneficially owned following the transaction, held indirectly through TBF Holdings LLC, an entity Fore controls. The grant was approved by the Board of Directors and was stated as exempt under Rule 16b-3 of the Exchange Act.

Splash Beverage Group (SBEV) director filed a Form 3 initial statement of beneficial ownership. The filing indicates the reporting person serves as a Director and that no securities are beneficially owned as of the event date. The form was filed by one reporting person and includes an Exhibit 24 Power of Attorney. This is an administrative disclosure under Section 16 and does not reflect a transaction or change in ownership.

Splash Beverage Group (SBEV) reported unregistered sales of Series A-1 Convertible Redeemable Preferred Stock with accompanying warrants to two accredited investors, generating $400,000 in total gross proceeds. The transactions occurred on August 9, 2025 and October 24, 2025, and included 100,000 one-year Class A Warrants and 100,000 five-year Class B Warrants.

The company also expects to sell 250 additional shares of Series A-1 in November 2025 to one of these investors for $250,000, with 62,500 accompanying Class A Warrants and 62,500 Class B Warrants. Splash Beverage furnished updated Risk Factors as Exhibit 99.1.