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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
☐
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________to _________
Commission File Number 001-40471
SPLASH BEVERAGE GROUP, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
34-1720075 |
| (State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
1314 E Las Olas Blvd. Suite 221
Fort Lauderdale, FL 33301
(Address of principal executive offices) (Zip code)
(954) 745-5815
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Common Stock, $0.001 par value per share |
|
SBEV |
|
NYSE American LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes
☒ No
Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐
Yes ☒ No
Indicate by check mark whether the registrant (i)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. ☒ Yes ☐
No
Indicate by checkmark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to rule 405 of Regulation S-T during the preceding 12 months
(or for such shorter period that the registrant was required to submit such files). ☒
Yes ☐ No
Indicate by checkmark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company,” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
☐ |
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has
filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. ☐
If securities are registered pursuant to Section 12(b)
of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of
an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a
shell company (as defined in rule 12b-2 of the Act). ☐ Yes ☒
No
The aggregate market value of the Registrant’s
common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business
day of the Registrant’s most recently completed second quarter was $6,454,754.
On April 22, 2026, there were 10,858,508 shares of Common Stock issued and
outstanding.
SPLASH BEVERAGE GROUP, INC.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2025
TABLE OF CONTENTS
| |
|
Page |
| |
|
|
| Explanatory Note |
ii |
| |
|
|
| |
PART III |
1 |
| |
|
|
| Item 10. |
Directors, Executive Officers and Corporate Governance |
1 |
| Item 11. |
Executive Compensation |
5 |
| Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
8 |
| Item 13. |
Certain Relationships and Related Transactions and Director Independence |
10 |
| Item 14. |
Principal Accounting Fees and Services |
11 |
| |
|
|
| |
PART IV |
12 |
| |
|
|
| Item 15. |
Exhibits and Financial Statement Schedules |
12 |
| |
Signatures |
18 |
EXPLANATORY
NOTE
This Amendment No. 1 on Form 10-K/A (this “Amendment”)
amends our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”), as filed with the Securities
and Exchange Commission (the “SEC”) on April 15, 2026, solely to include the information required by and not included in Part
III of the 2025 Form 10-K because we do not intend to file our definitive proxy statement within 120 days of the end of our fiscal year
ended December 31, 2025. In connection with the filing of this Amendment and pursuant to the rules of the SEC, we are including new certifications
of our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 with this
Amendment. Accordingly, Item 15 of Part IV has also been amended to reflect the filing of these new certifications. Because
no financial statements are contained within this Amendment, we are not filing currently dated certifications pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
Except as
described above, no other changes have been made to the 2025 Form 10-K. The 2025 Form 10-K continues to speak as of the date of the 2025
Form 10-K, and we have not updated the disclosure contained therein to reflect any events which occurred at a date subsequent to the filing
of the 2025 Form 10-K other than as expressly indicated in this Amendment.
Unless
the context requires otherwise, the terms “Splash,” the “Company,” “we,” “us,” and “our”
refer to Splash Beverage Group, Inc.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following sets forth information concerning our
executive officers and directors, their ages and position(s) with the Company. Directors are elected
annually and hold office until the next annual meeting of the stockholders of the Company and until their successors are elected. Officers
are elected annually by the Board of Directors (the “Board”) and serve at the discretion of the Board.
| Name |
|
Age |
|
Position |
| |
|
|
|
|
| William Meissner |
|
58 |
|
President and Chief Marketing Officer |
| |
|
|
|
|
| Martin Scott |
|
58 |
|
Interim Chief Financial Officer |
| |
|
|
|
|
| Bill Caple |
|
67 |
|
Chairman of the Board |
| |
|
|
|
|
| Brady Cobb |
|
45 |
|
Director |
| |
|
|
|
|
| Thomas Fore |
|
59 |
|
Director |
| |
|
|
|
|
| Francis Knuettel II |
|
59 |
|
Director |
William Meissner has been the President and Chief
Marketing Officer of the Company since May 2020.
Martin Scott has been the
interim Chief Financial Officer of the Company since December 15, 2025. Mr. Scott has served as founder and executive officer of Martin
Scott CFO Consulting Services Inc. since 2002. From September 1, 2023 to January 15, 2024 Mr. Scott served as chief financial officer
of LUVU Brands, Inc. [OTCQB: LUVU]. From March 2022 to January 2023, Mr. Scott served as chief financial officer of MGO Global, Inc, [Nasdaq:MGOL].
Subsequently that company was acquired by Heidmar Maritime Holdings Corp [Nasdaq:HMR].
Frederick William (“Bill”) Caple has served
as a director of the Company since May 3, 2023 and as Chairman since November 2025. Mr. Caple also currently serves on the board of directors
of Oligomerix, Inc., a clinical stage biotech company focused on therapeutics for neuro-degenerative diseases such as Alzheimer’s
and dementia. Since 2003, Mr. Caple has been a consultant at Caple Advisory, an international management consulting practice and investment
banking firm. From 1996 to 2002, Mr. Caple was a senior executive and member of the board of OTG Software, Inc., executing an IPO in
2000 [Nasdaq: OTGS], and sale of the company in 2002. Mr. Caple began his professional career as a corporate securities attorney.
Brady Cobb is a nationally recognized entrepreneur, attorney/lobbyist, and
strategist with deep experience in emerging cannabinoid regulated markets, legal and regulatory matters, brand curation and expansion
and capital markets. He has founded, operated, and advised multiple high-growth platforms across cannabis, wellness, and consumer packaged
goods. Mr. Cobb has been a director since February 2, 2026. From August 2022 until June 2025, Mr. Cobb served as the Chief Executive
Officer and director of Green Sentry Holdings, LLC, a private company that operated a lawful and licensed medical cannabis operation in
Florida’s medical cannabis program. From June 2021 to July 2022, Mr. Cobb consulted in the cannabis industry in the State
of Florida and throughout the United States, including serving as Chairman of Captor Capital from June 2021 through November 2024. From
December 2019 to June 2021, Mr. Cobb served as the Chief Executive Officer and director of Bluma Wellness Inc. Mr. Cobb is a licensed
attorney with the Florida Bar, and also serves as a strategic legal advisor to multiple public and private companies, including Abacus
Global Management (ABX:NYSE).
Thomas Fore has been a director since March 20, 2025.
Previously, he served as the CEO and director of Tiderock Companies, Inc. from January 2021 to October 2025. From January 2024 to July
2025, Mr. Fore served as Chief Strategy Officer of My Pebble Inc. Since January 2025, Mr. Fore has served as a director of Sora Ventures
LLC. Mr. Fore served as a director of mPhase Technologies, Inc. from March 2023 to January 2024.
Francise Knuettel II has been a director since
April 27, 2026. Mr. Knuettel served as Chief Financial Officer of Pelthos Therapeutics Inc. (NYSE American: PTHS) from June 2022 to April
2026, and was Pelthos’ Chief Executive Officer from July 2023 to July 2025. He was also a director of Pelthos from August 2024 to
July 2025. Prior to that, from December 2020 to March 2022, he served as Chief Executive Officer and director of Unrivaled Brands, Inc.
(OTCQX: UNRV).
Family Relationships
There are no family relationships
among and between the issuer’s directors, officers, persons nominated or chosen by the issuer to become directors or officers, or
beneficial owners of more than ten percent of any class of the issuer’s equity securities.
Composition of our Board of Directors
Our Board currently consists of five members. Our
directors hold office until their successors have been elected and qualified or until the earlier of their death, resignation or removal.
There are no family relationships among any of our directors or executive officers.
Director Independence
Our Board has determined that all of our present directors
are independent, in accordance with standards under the NYSE American Listing Rules.
Our Board has determined that Messrs. Caple, Cobb,
Fore and Knuettel are independent under the NYSE American Listing Rules’ independence standards for Audit Committee members. Our
Board has also determined that they are independent under the NYSE American Listing Rules independence standards for Compensation Committee
members and for Governance and Nominating committee members.
Committees of the Board
The Board and its committees
meet and act by written consent from time to time as appropriate. The Board has formed the following three standing committees: (i) the
Audit Committee, (ii) the Compensation and Management Resources Committee (the “Compensation Committee”), and (iii) the Nominating
and Corporate Governance Committee (the “Nominating Committee”). Copies of the charters of our three standing Committees are
located on our website at: www.splashbeveragegroup.com.
In addition, effective March 6, 2026, our Board created a two-person Executive
Committee with all of the powers of the full Board. Messrs. Caple and Cobb are the members of the Executive Committee. Notwithstanding
their authority, the Executive Committee has deferred actions to the full Board. However, due to the Company’s limited cash resources,
the Executive Committee has actively overseen expenditures.
Board and Committee Meetings
All of the directors, then serving as directors, attended
over 75% of the applicable Board and Committee meetings held in 2025.
Our Board held a total of 17
meetings and acted by unanimous written consent on 14 occasions during 2025. We have no
formal policy regarding attendance by directors or officers at our stockholders’ meetings.
During 2025, our Audit Committee held a total of four
meetings, our Nominating Committee did not hold any meetings , and the Compensation Committee held a total of four meetings.
Audit Committee
The Audit Committee currently
consists of Messrs. Fore (Chair), Caple, and Knuettel. Each member of the Audit Committee is an independent director as defined by the
rules of the SEC and the NYSE American. The Audit Committee has the sole authority and responsibility to select, evaluate and engage independent
auditors for the Company. The Audit Committee reviews with the auditors and with the Company’s financial management all matters
relating to the annual audit of the Company.
The Audit Committee monitors
the integrity of our financial statements, monitors the independent registered public accounting firm’s qualifications and independence,
monitors the performance of our internal audit function and the auditors, and monitors our compliance with legal and regulatory requirements.
The Audit Committee also meets with our auditors to review the results of their audit and review of our annual and interim financial statements.
The Audit Committee meets
at least on a quarterly basis to discuss with management the annual audited financial statements and quarterly financial statements and
meets from time to time to discuss general corporate matters.
Compensation and Management Resources Committee
The Compensation Committee
currently consists of Messrs. Fore, Caple and Knuettel, each of whom are independent directors. Among other things, the Compensation Committee
reviews, recommends and approves salaries and other compensation of the Company’s executive officers, and administers the Company’s
2020 Long-Term Incentive Compensation Plan (the “2020 Plan”) and the Company’s 2025 Equity Incentive Plan (the “2025
Plan”), including reviewing, recommending and approving stock option and other equity incentive grants to executive officers
In addition, subject to existing
agreements, the Compensation Committee is authorized to determine the salaries, bonuses, and other matters relating to compensation of
the executive officers of the Company using similar parameters. It may set performance targets for determining periodic bonuses payable
to executive officers. It is also authorized to review and make recommendations to the Board regarding executive and employee compensation
and benefit plans and programs generally, including employee bonus and retirement plans and programs (except to the extent specifically
delegated to a Board appointed committee with authority to administer a particular plan). In addition, the Compensation Committee approves
the compensation of non-employee directors and reports it to the full Board.
The Compensation Committee may, in its sole discretion
and at the Company’s cost, retain or obtain the advice of a compensation consultant, legal counsel or other advisor. The Compensation
Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel
and other advisor retained by the Committee.
Nominating and Corporate Governance Committee
The Nominating Committee
(consists of Messrs. Fore, Caple and Knuettel, each of whom meets the independence requirements of all other applicable laws, rules and
regulations governing director independence, as determined by the Board.
The Nominating Committee
has the authority to identify individuals qualified to become members of the Board, consistent with criteria approved by the Board; recommend
to the Board the director nominees for the next annual meeting of stockholders at which directors are to be elected; recommend to the
Board candidates to fill any vacancies on the Board; develops, recommend to the Board, and reviews the corporate governance guidelines
applicable to the Company; and oversees the evaluation of the Board and management.
It is authorized to consider
and recruit candidates to fill positions on the Board, including as a result of the removal, resignation or retirement of any director,
an increase in the size of the Board or otherwise. The Nominating Committee has the authority to conduct, subject to applicable law, any
and all inquiries into the background and qualifications of any candidate for the Board and such candidate’s compliance with the
independence and other qualification requirements established by the Nominating Committee.
In selecting and recommending
candidates for election to the Board or appointment to any committee of the Board, the Nominating Committee does not believe that it is
appropriate to select nominees through mechanical application of specified criteria. Rather, the Nominating Committee shall consider such
factors at it deems appropriate, including, without limitation, the following personal and professional integrity, ethics and values;
experience in corporate management, such as serving as an officer or former officer of a publicly-held company; experience in the Company’s
industry; experience as a board member of another publicly-held company; diversity of expertise and experience in substantive matters
pertaining to the Company’s business relative to other directors of the Company; practical and mature business judgment; and composition
of the Board (including its size and structure).
The Nominating Committee
oversees the evaluation of the Board and management. It also develops and recommends to the Board a set of corporate governance guidelines
applicable to the Company, which the Nominating Committee shall periodically review and revise as appropriate. In discharging its oversight
role, the Nominating Committee is empowered to investigate any matter brought to its attention.
Board leadership structure
and role in risk oversight
The Board oversees our business
and affairs and monitors the performance of management. In accordance with corporate governance principles, the Board does not involve
itself in day-to-day operations. The directors keep themselves informed through discussions with the principal executive officers, by
reading the reports and other materials that we send them and by participating in Board and committee meetings.
Code of Ethics
We have adopted a code of
business conduct and ethics that applies to our directors, officers (including our President and principal financial and accounting officers
and any person performing similar functions) and employees. Our Code of Ethics is available at our website at www.splashbeveragegroup.com.
Clawback Policy
On September 20, 2023, the Board adopted the Splash
Beverage Group Clawback Policy (the “Clawback Policy”), effective September 20, 2023, providing for the recovery of certain
incentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate
any of its financial statements filed with the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”) in order
to correct an error that is material to the previously-issued financial statements, or that would result in a material misstatement if
the error were corrected in the current period or left uncorrected in the current period. Adoption of the Clawback Policy was mandated
by new NYSE American Listing Rules introduced pursuant to Exchange Act Rule 10D-1. A copy of the Clawback Policy has been filed as Exhibit
97.1 to our Annual Report on Form 10-K filed for the fiscal year ended December 31, 2024, and can also be found at www.splashbeveragegroup.com.
Insider Trading Policy
The Company has adopted an insider trading policy
that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees. A copy of our insider
trading policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. In addition, with
regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws
and the applicable exchange listing requirements.
Anti-Hedging Policy
Under our insider trading policy, our officers, directors,
employees and consultants are prohibited from engaging in hedging transactions without the prior review and approval of our compliance
officer.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires that our
directors and executive officers and persons who beneficially own more than 10% of our Common Stock (referred to herein as the “reporting
persons”) file with the SEC various reports as to their ownership of and activities relating to our Common Stock. Based solely on
our review of copies of the reports filed with the SEC of our directors and executive officers, we believe that all reporting requirements
for fiscal year 2025 were complied with by each person who at any time during the 2025 fiscal year was a director or an executive officer
or held more than 10% of our Common Stock, except for the following: (i) a Form 4 for William Devereux, the Company’s former Chief
Financial Officer, reporting the grant of stock options, (ii) a Form 3 for Thomas Fore and (iii) a Form 4 for each officer and director
of the Company disclosing a grant of warrants from July 31, 2025, due in each case to an administrative error.
Item 11. Executive Compensation
EXECUTIVE AND DIRECTOR COMPENSATION
The following table sets forth information for our
two most recently completed fiscal years ending December 31, 2025 and December 31, 2024 concerning all of the compensation awarded to,
earned by the “named executive officers” as such term is defined under Item 402(m) of Regulation S-K promulgated under the
Securities Act of 1933.
| Name and Principal Position | |
Year | |
Salary | |
Bonus | |
Other | |
Stock Awards | |
Option Awards | |
Total |
| | |
| |
| |
| |
| |
| |
| |
|
| Robert Nistico, Former CEO and Director(1) | |
| 2025 | | |
$ | 312,378 | | |
| — | | |
$ | 13,200 | | |
| — | | |
$ | 1,284,899 | | |
$ | 1,610,477 | |
| | |
| 2024 | | |
$ | 324,819 | | |
| — | | |
$ | 13,800 | | |
| — | | |
$ | 396,000 | | |
$ | 734,619 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| William Meissner, President and CMO (2) | |
| 2025 | | |
$ | 319,477 | | |
| — | | |
$ | 9,600 | | |
| — | | |
$ | 1,284,899 | | |
$ | 1,613,976 | |
| | |
| 2024 | | |
$ | 324,819 | | |
| — | | |
$ | 9,200 | | |
| — | | |
$ | 247,500 | | |
$ | 581,519 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| William Devereux, Former CFO (3) | |
| 2025 | | |
$ | 281,267 | | |
$ | 80,000 | | |
$ | 9,000 | | |
| — | | |
$ | 1,808,570 | | |
$ | 2,178,837 | |
| | |
| 2024 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
(1) Robert Nistico served as
our Chief Executive Officer from 2020 until his resignation on November 14, 2025. He also resigned as director on April 24, 2026. “Other”
consisted of automobile allowance for 2025 and automobile allowance for 2024. “Option Awards” for 2025 consisted of 750,000
Warrants which were subsequently cancelled in 2026 (see “2025 Warrants”) and 30,000 options from the Company’s Employee
Stock Option Program that grants Splash Beverage Group stock options to employees of the Company that vest over time and have a strike
price established when the grant is made for 2024.
(2) William Meissner, our President, became our principal
executive officer on November 14, 2025 upon Mr. Nistico’s resignation as Chief Executive Officer. “Other” consisted
of automobile allowance for 2025 and automobile allowance for 2024. “Option Awards” for 2025 consisted of 750,000 Warrants
which were subsequently cancelled in 2026 (see “2025 Warrants”) and 18,750 options from the Company’s Employee Stock
Option Program that grants Splash Beverage Group stock options to employees of the Company that vest over time and have a strike price
established when the grant is made for 2024.
(3) Mr. Devereux served as our Chief Financial Officer from March 20, 2025 until
his resignation effective November 30, 2025. “Other” consisted of automobile allowance for 2025. “Option Awards”
for 2025 consisted of 1,000,000 Warrants (see “2025 Warrants” concerning these Warrants and 15,000 employee stock options
grant in 2025 . The Warrants have an exercise price of $0.80 per share. The Company in 2026 cancelled these Warrants, which Mr. Devereux
has not agreed to.
Employment Agreements
Except as described below, the Company does not have
any employment agreements in place with any of its executive officers. The Board reserves the right to increase the salary of our executive
officers, and/or to grant them equity awards, including stock, options or other equity securities, from time to time, as additional compensation
or bonuses.
William Meissner – President and Chief Marketing
Officer
Pursuant to William Meissner’s employment agreement
dated May 4, 2020, the Company pays Mr. Meissner an annual base salary of $325,000 which is subject to annual increases based on cost
of living adjustments and performance at the discretion of the Company’s Chief Executive Officer. Mr. Meissner is also eligible
for a discretionary bonus, as determined by the Company’s Chief Executive Officer, of up to 50% of Mr. Meissner’s base salary.
Martin Scott – Interim Chief Financial Officer
Martin Scott serves as our Interim Chief Financial
Officer pursuant to an employment agreement dated December 15, 2025, under which he is entitled to an annual base salary of $300,000 and
discretionary bonuses of $20,000 upon filing of the Company’s Form 10-K and $30,000 upon the closing of any merger or change of
control. The $20,000 bonus was paid following April 15, 2026 when the Company filed its Form 10-K for the year ended December 31, 2025.
Directors Compensation
During the fiscal year ended December 31, 2025, our
directors were paid compensation in cash and options for serving as Directors of the Company.
| Name | |
Year | |
Fees Earned or Paid in Cash | |
Option Awards(1) | |
Total Compensation |
| | |
| |
| |
| |
|
| Thomas Fore | |
| 2025 | | |
$ | 22,500 | | |
$ | 1,287,168 | | |
$ | 1,309,668 | |
| | |
| | | |
| | | |
| | | |
| | |
| Justin Yorke(2) | |
| 2025 | | |
$ | 15,000 | | |
$ | 1,287,168 | | |
$ | 1,302,168 | |
| | |
| | | |
| | | |
| | | |
| | |
| Bill Caple | |
| 2025 | | |
$ | 56,250 | | |
$ | 1,287,168 | | |
$ | 1,343,418 | |
| |
(1) |
Represents Warrants granted in July 2025 that were subsequently cancelled in 2026. See “2025 Warrants.” |
| |
(2) |
Mr. Yorke resigned as director on April 21, 2026. |
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide
pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant
to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted
at the discretion of the Board or a committee thereof.
Indebtedness of Directors, Senior Officers, Executive
Officers and Other Management
None of our directors, executive officers or any associate
or affiliate of our Company during the last two fiscal years is or has been indebted to our Company by way of guarantee, support agreement,
letter of credit or other similar agreement or understanding currently outstanding.
Equity Compensation Plan Information
On May 21, 2020, the Board adopted the 2020 Plan,
which provides for the grant of options, restricted stock awards, stock appreciation rights, performance units and performance bonuses
to consultants and other eligible recipients. The 2020 Plan has a term ending on May 21, 2030.
On September 25, 2025, the Board adopted the 2025
Plan covering 5,315,780 shares of Common Stock of which have been or may be issued or issuable to employees, non-employee directors, officers,
consultants and advisors of the Company and its subsidiaries. The 2025 Plan has a term ending September 25, 2035. The Company’s
stockholders approved the 2025 Plan on October 31, 2025.
The following table gives information as of December
31, 2025 about shares of Common Stock that have been issued under the 2020 Plan.
The 2020 Plan, as amended contains an “evergreen
provision” which provides for an automatic annual increase in the number of shares under the Plan of 7.5% of the total number of
shares of Common Stock outstanding as of December 31st of the preceding fiscal year.
The 2025 Plan also contains an “evergreen provision,”
pursuant to which the shares available for grants thereunder will automatically increase on January 1st of each year, for a period of
seven years commencing on January 1, 2026 and ending on January 1, 2032. The yearly increases shall equal an amount equal to 5% of the
total number of shares of Common Stock outstanding as of December 31 of the preceding calendar year, on a fully diluted basis.
| Plan Category | |
No. of Shares to be Issued Upon Exercise or Vesting of Outstanding Stock Options | |
Weighted Average Exercise Price of Outstanding Stock Options | |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans |
| Equity compensation plans approved by the stockholders | |
| 216,212 | | |
$ | 29.60 | | |
| _5,360,314_ | |
| Equity compensation plans not approved by the stockholders | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | |
| Total | |
| 216,212 | | |
$ | 29.60 | | |
| 5,360,314 | |
Outstanding Equity Awards at Fiscal Year-End
The following table summarizes the total outstanding
equity awards as of December 31, 2025, for each named executive officer
| Name* |
|
Grant
Date |
|
Number of Securities Underlying Unexercised Options Exercisable |
|
Number of Securities Underlying Unexercised Options Un-Exercisable |
|
Plan Awards: Number of Securities Underlying Unexercised Unearned Options |
|
Option
Exercise
Price |
|
Option
Expiration
Date |
| Robert Nistico |
|
9/16/2021 |
|
|
13,250 |
|
|
|
— |
|
|
|
— |
|
|
$ |
44.80 |
|
|
9/16/2031 |
| Robert Nistico |
|
4/18/2024 |
|
|
30,000 |
|
|
|
— |
|
|
|
— |
|
|
$ |
13.20 |
|
|
4/18/2034 |
| William Meissner |
|
9/16/2021 |
|
|
31,250 |
|
|
|
— |
|
|
|
— |
|
|
$ |
44.80 |
|
|
9/16/2031 |
| William Meissner |
|
9/16/2021 |
|
|
2,500 |
|
|
|
— |
|
|
|
— |
|
|
$ |
44.80 |
|
|
9/16/2031 |
| William Meissner |
|
4/18/2024 |
|
|
18,750 |
|
|
|
— |
|
|
|
— |
|
|
$ |
13.20 |
|
|
4/18/2034 |
| William Devereux |
|
3/3/2025 |
|
|
5,000 |
|
|
|
10,000 |
|
|
|
— |
|
|
$ |
6.40 |
|
|
3/3/2035 |
| William Devereux |
|
7/31/25 |
|
|
1,000,000 |
|
|
|
|
|
|
|
|
|
|
$ |
0.80 |
|
|
7/31/25 |
*Does not include the 2025 Warrants.
2025 Warrants
Effective July 31, 2025, the Company issued 5,050,000
Warrants to its officers, directors and certain employees. On April 1422, 2026, our Board cancelled the Warrants. The Company’s
officers and directors who received Warrants agreed to cancel them. As of the date of this Report, 1,350,000 Warrants held by former employees,
including William Devereux, the Company’s former Chief Financial Officer, remain outstanding and all other Warrants have been cancelled.
The Company intends to pursue its remedies with respect to the remaining Warrants.
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
The following table sets forth certain information
with respect to the beneficial ownership of our Common Stock as of April 22, 2026, for:
| |
● |
each of our current directors and executive officers; |
| |
|
|
| |
● |
all of our current directors and executive officers as a group; and |
| |
|
|
| |
● |
each person, or group of affiliated persons, who beneficially owned more than 5% of our Common Stock. |
Except as indicated by the footnotes below, we believe,
based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power
with respect to all shares of Common Stock that they beneficially, subject to applicable community property laws. Unless otherwise specified,
the address for each of the persons named in the table is 1314 E Las Olas Blvd. Suite 221, Fort Lauderdale, Florida 33301.
Our calculation of the percentage of beneficial ownership
is based on 10,858,508 shares of Common Stock outstanding as of April 22, 2026. We have determined beneficial ownership in accordance
with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under Rule
13d-3 of the Exchange Act , a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote or to direct the voting of
shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed
to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).
In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon
exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any
person or persons, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person or persons
(and only such person or persons) by reason of these acquisition rights.
| Name | |
Shares of Common Stock | |
Percentage of Common Stock |
| Executive Officers and Directors | |
| | | |
| | |
| William Meissner, President(1) | |
| 2,500 | | |
| * | |
| | |
| | | |
| | |
| Martin Scott, Interim Chief Financial Officer | |
| — | | |
| — | |
| | |
| | | |
| | |
| Thomas Fore, Director | |
| — | | |
| — | |
| | |
| | | |
| | |
| Frederick William (“Bill”) Caple, Director (2) | |
| 20,000 | | |
| * | |
| | |
| | | |
| | |
| Brady Cobb, Director | |
| — | | |
| — | |
| | |
| | | |
| | |
| Francis Knuettel II, Director | |
| — | | |
| — | |
| | |
| | | |
| | |
| Officers and Directors as a Group (6 individuals) (3) | |
| 22,500 | | |
| * | |
| 5% or greater owners: | |
| | | |
| | |
| William Devereux (4) | |
| 1,005,000 | | |
| 8.5 | % |
*Less than 1%.
(1) Represents options to purchase 2,500 shares of
Common Stock.
(2) Includes options to purchase 18,125 shares of
Common Stock held by SNS Universal Solutions LLC, an entity which Mr. Caple controls.
(3) This amount represents beneficial ownership by
all current directors and executive officers of the Company.
(4) Mr. Devereux is our former Chief Financial Officer
who resigned effective November 30, 2025. Includes Warrants to purchase 1,000,000 shares of Common Stock, and options to purchase 5,000
shares of Common Stock. Although our Board cancelled the Warrants on April 14, 2026, Mr. Devereux did not agree to the cancellation.
The Company’s Policies and Practices Related
to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information.
The Company maintains practices regarding the timing
of equity-based compensation grants to executive officers, though it does not have a formal written policy governing such grants. The
timing of any equity grants to executive officers in connection with new hires, promotions, or other non-routine grants is tied to the
event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date). As a result,
in all cases, the timing of grants of equity awards, including stock options, occurs independent of the release of any material nonpublic
information, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of
equity-based compensation.
Item 13. Certain Relationships and Related Transactions
and Director Independence.
The following is a description of the transactions
and series of similar transactions, since January 1, 2023, that we were a participant or will be a participant in, which:
| |
● |
the amount involved exceeds the lesser of $120,000 or one percent of the average of the smaller reporting company’s total assets at year-end for the last two completed fiscal years; and |
| |
● |
any of our directors, executive officers, holders of more than 5% of our capital stock (which we refer to as “5% stockholders”) or any member of their immediate family had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers. |
In connection with Robert Nistico’s resignation
as a director, in April 2026 the Company entered into a consulting agreement with Mr. Nistico pursuant to which Mr. Nistico agreed to
provide consulting services to the Company for an initial term of six months for a consulting fee of $5,000 per month. The Company also
agreed to grant Mr. Nistico a stock option to purchase 250,000 shares of the Company’s common stock under the Company’s 2025
Equity Incentive Plan, which is subject to future vesting requirements. The first vesting is if the Company acquires Medterra CBD, LLC.
If the first vesting threshold is met: (1) 125,000 options vest immediately, and (2) 125,000 options will vest on at the end of the initial
term of the consulting agreement, subject to continued services as of each applicable vesting date. The consulting agreement provides
that if Mr. Nistico is terminated for cause, he will not be entitled to any unearned or unvested compensation. Pursuant to the consulting
agreement, the Company also agreed to pay Mr. Nistico $31,000 in expenses previously payable to him by June 30, 2026.
During the normal course of business, the Company
incurred expenses related to services provided by its then Chief Executive Officer or Company expenses paid by its then Chief Executive
Officer, resulting in related party payables. In conjunction with the acquisition of Copa di Vino, the Company also entered into a Revenue
Loan and Security Agreement (the “Loan and Security Agreement”) by and among the Company, Robert Nistico, its then Chief Executive
Officer and director, as an additional Guarantor and each of the subsidiary guarantors from time-to-time party thereto (each a “Guarantor”,
and, collectively, the “Guarantors”), and Decathlon Alpha IV, L.P. (the “Lender”). The Note Payable to Decathlon
with a balance of $2,325,544 at December 31, 2025 and $1,995,950 at December 31, 2024. On April 20, 2026, the Company received a demand
letter from the Lender. The Company disputes the demand and default, and has initiated discussions with the Lender prior to engaging in
the legal process to defend its rights. The letter follows prior notices of default delivered by the Lender to the Company on March 18,
2025 and April 8, 2025. The letter demands immediate payment of obligations under the Loan and Security Agreement which according to the
letter totaled $2,833,395.98 as of March 31, 2026 and continue to bear interest and are subject to other fees as set forth in the Loan
and Security Agreement. The Company’s obligations under the Loan and Security Agreement are secured by the assets of the Company
and its subsidiaries. The Loan and Security Agreement was previously disclosed and filed as Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed on December 31, 2020.
On September 2024 and November 2024 the Company also
entered into a Merchant Cash Advance Agreement (the “Loan and Security Agreement”) by and among the Company, Robert Nistico,
as an additional Guarantor and each of the subsidiary Guarantors from time-to-time party thereto, and with Timeless Funding LLC (the “Lender”).
The Loan and Security Agreement provided a loan of $325,000 and $340,000, with the gross and interest amount of $172,250 and $173,400
respectively with the Lender (the “Credit Facility”). There was $497,188 and $311,713 respectively outstanding under this
agreement as of December 31, 2025.
There were related party advances from our then Chief
Executive Officer, Robert Nistico, in the amount of approximately $0.4 million outstanding as of December 31, 2025 and approximately $0.4
million as of December 31, 2024. The advances bear interest at rates ranging from 4% to 7% per annum, and interest expense was accrued
in accordance with the terms of the arrangements.
On April 2024, the Company also entered into a Merchant
Cash Advance Agreement (the “Loan and Security Agreement”) by and among the Company, Robert Nistico, additional Guarantor
and each of the subsidiary guarantors from time-to-time party thereto (each a “Guarantor”, and, collectively, the “Guarantors”),
and Cobalt Funding Solutions (the “Lender”). The Loan and Security Agreement provided a loan of $815,000, with the gross and
interest amount of $326,028 with the Lender (the “Credit Facility”). There was $455,335 outstanding under this agreement as
of December 31, 2024.
On September 2024 and November 2024 the Company also
entered into a Merchant Cash Advance Agreement (the “Loan and Security Agreement”) by and among the Company, Robert Nistico,
additional Guarantor and each of the subsidiary guarantors from time-to-time party thereto (each a “Guarantor”, and, collectively,
the “Guarantors”), and with Timeless Funding LLC (the “Lender”). The Loan and Security Agreement provided a loan
of $325,000 and $340,000, with the gross and interest amount of $172,250 and $173,400 respectively with the Lender (the “Credit
Facility”). There was $85,260 and $311,713 respectively outstanding under this Credit Facility as of December 31, 2024.
There were related party advances from our then Chief
Executive Officer and current director, Roert Nistico, in the amount of $400,000 outstanding as of December 31, 2024 and 2023. The $400,000
payable to Robert Nistico remains outstanding as of September 30, 2025. Mr. Nistico has asserted that interest is owed on these advances;
however, the Company and Mr. Nistico have not yet reached agreement on the applicable interest rate or the amount of any interest that
may be due, and the balances noted above do not include any interest.
In June 2025, the Company issued 1,000 shares of Preferred
A Stock to Mr. Nistico. Series A is super voting preferred stock, which not convertible into common stock. Mr. Nistico was the sole holder
of Series A.
On September 29, 2023, the Company also entered into
a Purchase and Sales Future Receivables Agreement (the “Loan and Security Agreement”) by and among the Company, Robert Nistico,
additional Guarantor and each of the subsidiary guarantors from time-to-time party thereto (each a “Guarantor”, and, collectively,
the “Guarantors”), and Knightsbridge Funding LLC (the “Lender”). The Loan and Security Agreement provided a loan
of $165,000, with the gross and interest amount of $241,725 with the Lender (the “Credit Facility”). There was $99,185 outstanding
under this agreement as of December 31, 2023. This amount was repaid during the first quarter of 2024.
Item 14. Principal Accounting Fees and Services.
Audit Committee’s
Pre-Approval Policies and Procedures
Our Audit Committee reviews
and approves audit and permissible non-audit services performed by our independent registered public accounting firm (the “Principal
Accountant”), as well as the fees charged for such services. In its review of non-audit service and its appointment of our independent
registered public accounting firm, the Audit Committee considers and considered whether the provision of such services was compatible
with maintaining independence. All of the services provided and fees charged by our Principal Accountant in 2025 and 2024 were approved
by the Audit Committee in accordance with its pre-approval policy.
| | |
December 31, 2025 |
| Audit - Rose, Snyder & Jacobs LLP | |
$ | 199,000 | |
| Audit related -CohnReznick LLP | |
| — | |
| Audit related - Rose, Snyder & Jacobs LLP | |
| — | |
| Tax | |
| 33,500 | |
| Total | |
$ | 232,500 | |
| | |
December 31, 2024 |
| Audit - Rose, Snyder & Jacobs LLP | |
$ | 180,500 | |
| Audit related -CohnReznick LLP | |
| 7,500 | |
| Audit related - Rose, Snyder & Jacobs LLP | |
| — | |
| Tax | |
| 32,000 | |
| Total | |
$ | 220,000 | |
PART IV
Item 15. Exhibits and Financial Statement Schedules.
The following documents are filed as part of this Annual Report on Form
10-K:
1. Financial Statements. See the Financial Statements
starting on page F-1, of this Annual Report, which is incorporated into this Item by reference.
2. Exhibits. The exhibits listed
in the Exhibit Index, which appears immediately following the signature page and is incorporated herein by reference, and filed as part
of this Annual Report on Form 10-K.
EXHIBIT INDEX
| Exhibit No. |
Description of Exhibit |
| |
|
| 2.1 |
Agreement and Plan of Merger dated December 31, 2019 by and among Canfield Medical Supply, Inc., SBG Acquisition, Inc., and Splash Beverage Group, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K dated January 7, 2020)^ |
| |
|
| 2.2 |
Form of Amendment No. 1 to the Agreement and Plan of Merger (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on October 7, 2020)^ |
| |
|
| 3.1 |
Articles of Incorporation filed with the Secretary of State of Nevada (incorporated by reference herein to Exhibit 3.1 filed with Form 8-K filed with the SEC on November 15, 2021)^ |
| |
|
| 3.2 |
Articles of Merger filed with the Secretary of State of the State of Nevada (incorporated by reference herein to Exhibit 2.2 filed with Form 8-K filed with the SEC on November 15, 2021)^ |
| |
|
| 3.3 |
Statement of Merger filed with the Secretary of State of the State of Colorado (incorporated by reference herein to Exhibit 2.3 filed with Form 8-K filed with the SEC on November 15, 2021)^ |
| |
|
| 3.4 |
Certificate of Amendment to Articles of Incorporation filed with the Secretary of State of Nevada (incorporated by reference herein to Exhibit 3.1 filed with Form 8-K filed with the SEC on December 22, 2022)^ |
| |
|
| 3.5 |
Certificate of Designation of Series A Preferred Stock (incorporated by reference herein to Exhibit 3.1 filed with Form 8-K filed with the SEC on June 13, 2025)^ |
| |
|
| 3.6 |
Certificate of Change filed with the Secretary of State of Nevada (incorporated by reference herein to Exhibit 3.7 filed with the Annual Report on Form 10-K filed with the SEC on July 11, 2025)^ |
| |
|
| 3.7 |
Certificate of Designations, Preferences Rights and Limitations of the Series A-1 Convertible Redeemable Preferred Stock (incorporated by reference herein to Exhibit 3.1 filed with Form 8-K filed with the SEC on June 26, 2025)^ |
| |
|
| 3.8 |
Certificate of Designations, Preferences Rights and Limitations of the Series B Convertible Redeemable Preferred Stock (incorporated by reference herein to Exhibit 3.2 filed with Form 8-K filed with the SEC on June 26, 2025)^ |
| |
|
| 3.9 |
Certificate of Designations, Preferences Rights and Limitations of the Series C Convertible Preferred Stock (incorporated by reference herein to Exhibit 3.3 filed with Form 8-K filed with the SEC on June 26, 2025)^ |
| 3.10 |
Certificate of Amendment to the Articles of Incorporation of Splash Beverage Group, Inc. filed with the Nevada Secretary of State on August 29, 2025 (incorporated herein by reference to Exhibit 3.1 filed with Form 8-K with the SEC on September 4, 2025)^ |
| |
|
| 3.11 |
Certificate of Designation of Series D Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 filed with Form 8-K with the SEC on December 10, 2025)^ |
| |
|
| 3.12 |
Bylaws (incorporated by reference herein to Exhibit 3.2 filed with Form 8-K filed with the SEC on November 15, 2021)^ |
| |
|
| 3.13 |
Amendment to Company Bylaws (incorporated by reference herein to Exhibit 3.1 filed with Form 8-K filed with the SEC on October 1, 2025)^ |
| 3.14 |
Amendment
to Company Bylaws (incorporated by reference herein to Exhibit 3.1 filed with Form 8-K filed with the SEC on October 17, 2025)^ |
| |
|
| 4.1 |
Form
of Common Stock Certificate (incorporated by reference to exhibit 4.1 filed with the Annual Report on Form 10-K filed with the SEC
on March 31, 2022)^ |
| |
|
| 4.2 |
Form
of Investor Warrant (incorporated by reference to exhibit 4.1 filed with the Current Report on Form 8-K filed with the SEC on June
15, 2021)^ |
| |
|
| 4.3 |
Warrant
Agent Agreement between Splash Beverage Group Inc. and Equinity Trust Company dated as of June 15, 2001 (incorporated by reference
to exhibit 10.1 filed with the Current Report on Form 8-K filed with the SEC on June 15, 2021)^ |
| |
|
| 4.4 |
Description of Capital Stock (incorporated by reference to Exhibit 4.4 filed with the Annual Report on Form 10-K with the SEC on July 11, 2025)^ |
| |
|
| 4.5 |
Form
of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on January 3, 2023)^ |
| |
|
| 4.6 |
Form
of Warrant (incorporated herein by reference to Exhibit 4.4 with Form 8-K filed with the SEC on October 6, 2023)^ |
| |
|
| 4.7 |
Form
of Warrant (incorporated herein by reference to Exhibit 4.4 with Form 8-K filed with the SEC on May 7, 2024)^ |
| |
|
| 4.8 |
Form
of Warrant (incorporated herein by reference to Exhibit 4.4 with Form 8-K filed with the SEC on August 26, 2024)^ |
| |
|
| 4.9 |
Form
of August Warrant (incorporated herein by reference to Exhibit 4.1 with Form 8-K filed with the SEC on October 22, 2024)^ |
| |
|
| 4.10 |
Form
of Warrant (incorporated herein by reference to Exhibit 4.4 with Form 8-K filed with the SEC on October 22, 2024)^ |
| |
|
| 4.11 |
Form
of A Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on June 26, 2025)^ |
| 4.12 |
Form of B Warrant (incorporated by reference herein to Exhibit 4.2 filed with Form 8-K filed with the SEC on June 26, 2025)^ |
| |
|
| 4.13 |
Form of Secured Convertible Promissory Note (incorporated herein by reference to Exhibit 4.1 with Form 8-K filed with the SEC on September 25, 2025)^ |
| |
|
| 4.14 |
Form of Senior Promissory Note (incorporated herein by reference to Exhibit 4.1 with the Form 8-K filed with the SEC on November 14, 2025)^ |
| |
|
| 4.15 |
Form of Promissory Note (incorporated by reference to Exhibit 4.1 filed with Form 8-K filed with the SEC on January 26, 2026)^ |
| |
|
| 10.1 |
Form of Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on October 6, 2023)^ |
| 10.2 |
Form of Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on October 6, 2023)^ |
| |
|
| 10.3 |
Form of Registration Rights Agreement (incorporated by reference herein to Exhibit 10.3 filed with Form 8-K filed with the SEC on October 6, 2023)^ |
| |
|
| 10.4 |
Splash
Beverage Group, Inc. Amended and Restated 2020 Long-Term Incentive Compensation Plan (incorporated by reference herein to Exhibit 10.1
filed with Form 8-K filed with the SEC on October 10, 2023)^ |
| |
|
| 10.5 |
Form of Waiver Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on December 18, 2023)^ |
| |
|
| 10.6 |
Form of Registration Rights Agreement (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on December 18, 2023)^ |
| |
|
| 10.7 |
Form of the Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on May 7, 2024)^ |
| |
|
| 10.8 |
Form of the Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on May 7, 2024)^ |
| |
|
| 10.9 |
Form of the Registration Rights Agreement (incorporated by reference herein to Exhibit 10.3 filed with Form 8-K filed with the SEC on May 7, 2024)^ |
| |
|
| 10.10 |
Form of the Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on August 26, 2024)^ |
| |
|
| 10.11 |
Form of the Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on August 26, 2024)^ |
| |
|
| 10.12 |
Form of August Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on October 22, 2024)^ |
| |
|
| 10.13 |
Form of August Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on October 22, 2024)^ |
| 10.14 |
Form of August Registration Rights Agreement (incorporated by reference herein to Exhibit 10.3 filed with Form 8-K filed with the SEC on October 22, 2024)^ |
| |
|
| 10.15 |
Form of Purchase Agreement (incorporated by reference herein to Exhibit 10.10 filed with Form 8-K filed with the SEC on October 22, 2024)^ |
| |
|
| 10.16 |
Form of the Note (incorporated by reference herein to Exhibit 10.11 filed with Form 8-K filed with the SEC on October 22, 2024)^ |
| |
|
| 10.17 |
Form of the Subscription Agreement (incorporated by reference herein to Exhibit 10.12 filed with Form 8-K filed with the SEC on October 22, 2024)^ |
| 10.18 |
Subscription
and Investment Representation Agreement, dated June 10, 2025, Between Splash Beverage Group, Inc., and Robert Nistico (incorporated
herein by reference to Exhibit 10.1 filed with Form 8-K filed with the SEC on June 13, 2025)^ |
| |
|
| 10.19 |
Form
of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 filed with Form 8-K filed with the SEC on June
26, 2025)^ |
| |
|
| 10.20 |
Form
of Securities Exchange Letter Agreement*** (incorporated herein by reference to Exhibit 10.2 filed with Form 8-K filed with the SEC
on June 26, 2025)^ |
| |
|
| 10.21 |
Form
of Registration Rights Agreement*** (incorporated herein by reference to Exhibit 10.3 filed with Form 8-K filed with the SEC on June
26, 2025)^ |
| |
|
| 10.22 |
Form
of Side Letter Agreement (incorporated herein by reference to Exhibit 10.4 filed with Form 8-K filed with the SEC on June 26, 2025)^ |
| |
|
| 10.23 |
Acquisition
Agreement*** (incorporated herein by reference to Exhibit 10.5 filed with Form 8-K filed with the SEC on June 26, 2025)^ |
| |
|
| 10.24 |
Form
of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 filed with Form 8-K with the SEC on September
25, 2025) |
| |
|
| 10.25 |
Form
of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 filed with Form 8-K with the SEC on September
25, 2025)^ |
| |
|
| 10.26 |
Form
of ELOC Agreement (incorporated herein by reference to Exhibit 10.3 filed with Form 8-K with the SEC on September 25, 2025)^ |
| |
|
| 10.27 |
License
Agreement (incorporated herein by reference to Exhibit 10.4 filed with Form 8-K with the SEC on September 25, 2025) |
| |
|
| 10.28 |
Settlement
Agreement (incorporated herein by reference to Exhibit 10.5 filed with Form 8-K with the SEC on September 25, 2025)^ |
| |
|
| 10.29 |
2025
Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 filed with Form 8-K with the SEC on October 1, 2025)****^ |
| |
|
| 10.30 |
Martin
Scott Employment Agreement (incorporated herein by reference to Exhibit 10.1 filed with Form 8-K with the SEC on December 17, 2025)****^ |
| 10.31 |
Form
of Letter Agreement (incorporated by reference to Exhibit 10.1 filed with Form 8-K with the SEC on January 26, 2026)^ |
| |
|
| 19.1 |
Splash
Beverage, Inc., Insider Trading Policy (incorporated by reference to Exhibit 19.1 filed with the Annual Report on Form 10-K with
the SEC on July 11, 2025)^ |
| |
|
| 21.1 |
Subsidiaries
(incorporated by reference herein to Exhibit 21.1 filed with Form 10-K filed with the SEC on March 8, 2021)^ |
| |
|
| 23.1 |
Consent of Rose, Snyder & Jacobs LLP*^ |
| 31.1 |
Rule 13a-14(a)/ 15d-14(a) Certification of Principal Executive Officer* |
| |
|
| 31.2 |
Rule 13a-14(a)/ 15d-14(a) Certification of Principal Financial Officer* |
| |
|
| 32.1 |
Certification of CEO pursuant to 18. U.S.C. Section 1350 as adopted, pursuant to Section 906 of Sarbanes-Oxley Act of 2002**^ |
| |
|
| 32.2 |
Certification of CFO pursuant to 18. U.S.C. Section 1350 as adopted, pursuant to Section 906 of Sarbanes-Oxley Act of 2002**^ |
| |
|
| 97.1 |
Clawback Policy of the Company (incorporated by reference herein to Exhibit 97.1 filed with Annual Report on Form 10-K filed with the SEC on March 29, 2024)^ |
| |
|
| *101.INS |
Inline XBRL Instance Document (filed herewith) |
| *101.SCH |
Inline XBRL Taxonomy Extension Schema (filed herewith) |
| *101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase (filed herewith) |
| *101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase (filed herewith) |
| *101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase (filed herewith) |
| *101.DEF |
Inline XBRL Taxonomy Definition Linkbase (filed herewith) |
| *104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101) |
| |
* |
Filed herewith |
| |
** |
Furnished herewith |
| |
***
|
Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request. |
| |
**** |
Indicates management contract or compensatory plan, contract or agreement. |
| |
^ |
Previously filed or furnished, as applicable, with our 2025 Form 10-K, originally filed with the SEC on April 15, 2026, which is being amended hereby. |
Pursuant to the requirements of
Section 13 or 15(d) 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.
| |
SPLASH BEVERAGE GROUP, INC. (Registrant) |
| |
|
|
| Date: April 30, 2026 |
By: |
/s/ William Messner |
| |
Name: |
William Messner, President |
| |
|
(Principal Executive Officer) |
18
