Splash Beverage Group (NYSE: SBEV) swaps equity-line shares for up to $700K note

Rhea-AI Filing Summary

Splash Beverage Group, Inc. has a prospectus supplement covering 10,000,000 shares of common stock, updating its existing S-1 registration. The supplement incorporates a new agreement with C/M Capital Master Fund, LP, the counterparty to the company’s equity line of credit. Instead of issuing the investor “Commitment Shares” under the equity line, Splash issued a promissory note with an initial principal of $525,000, which may increase to $700,000 based on future sales under the facility. The note bears no interest unless there is an event of default, when it would accrue interest at 10% per year, and it matures on January 26, 2028. After repayment of prior notes, 30% of net proceeds above the first $3 million drawn under the equity line must be used to prepay this note. The company states that related transactions were conducted as unregistered offerings relying on Section 4(a)(2) and Rule 506(b).

Insights

Capital structure analyst

Splash replaces equity-line commitment shares with a capped, prepayable note.

Splash Beverage Group adjusted the economics of its existing equity line of credit by issuing a promissory note to the investor in place of previously agreed “Commitment Shares.” The note starts at $525,000 and can rise to $700,000 as additional sales occur under the equity line, so the ultimate obligation tracks future use of that facility.

The note carries no interest unless a default occurs, when a 10% annual rate would apply, and it matures on January 26, 2028. After the company repays earlier notes from September 22, 2025, 30% of net proceeds above the first $3 million drawn from the equity line must go toward mandatory prepayments, tying future liquidity from that source to debt reduction.

The filing also states that, to the extent the related issuances are viewed as unregistered securities offerings, they relied on exemptions under Section 4(a)(2) and Rule 506(b). Overall, this is a structural change to how the investor is compensated, shifting from equity-based commitment shares to a note obligation with defined maturity and prepayment mechanics, without indicating broader operating impacts in the excerpt provided.

Filed pursuant to Rule 424(b)(3) 

Registration No. 333-292243

PROSPECTUS SUPPLEMENT

(to Prospectus dated December 22, 2025)

Splash Beverage Group, Inc.

10,000,000 shares of Common Stock

This Prospectus Supplement supplements the Prospectus dated December 22, 2025 (the “Prospectus”), which forms a part of the Registration Statement on Form S-1 (File No. 333-292243) (the “Registration Statement”) filed by Splash Beverage Group, Inc. (“Splash” or the “Company”) with the Securities and Exchange Commission (“SEC”).

The Prospectus Supplement is being filed to update and supplement the information in the Prospectus with the information contained in the Company’s Current Report on Form 8-K, filed with the SEC on January 26, 2026, (the “Form 8-K”). Accordingly, we have attached copies of the Form 8-K to this Prospectus Supplement.

This Prospectus Supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This Prospectus Supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this Prospectus Supplement, you should rely on the information in this Prospectus Supplement.

See the section entitled “Risk Factors” beginning on page 5 of the Prospectus as well as risks and uncertainties described under similar headings in any amendments or supplements to the Prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this Prospectus Supplement or the Prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is January 26, 2026.  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 26, 2026

SPLASH BEVERAGE GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-40471		34-1720075
(State or other jurisdiction  of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1314 East Las Olas Blvd, Suite 221
Fort Lauderdale, Florida 33301

(Address of principal executive offices)

Registrant’s telephone number, including area code: (954) 745-5815

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.001 par value		SBEV		NYSE American LLC
(Title of Each Class)		(Trading Symbol)		(Name of Each Exchange on Which Registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter).

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. ☐ 

Item 1.01 Entry into a Material Definitive Agreement.

On January 26, 2026, Splash Beverage Group, Inc., a Nevada corporation (the “Company”) entered into an agreement (the “Letter Agreement”) with C/M Capital Master Fund, LP (the “Investor”) which Investor is the counterparty to that certain Securities Purchase Agreement dated September 19, 2025 establishing an equity line of credit facility between the Company and the Investor (the “ELOC Agreement”). Pursuant to the Letter Agreement, the Company in lieu of issuing the Investor shares of common stock referred to in the ELOC Agreement as the “Commitment Shares”, as such term is defined and described in the ELOC Agreement, the Company instead issued to the Investor a promissory note (the “Note”). A copy of the ELOC Agreement was previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 25, 2025.

The Note has an initial principal amount of $525,000, which shall be subject to increase up to $700,000 in connection with sales made under the ELOC Agreement which increase, if applicable, would reflect the additional 0.5% of Commitment Shares the Investor was previously entitled to receive under the ELOC Agreement.

The Note bears no interest unless an event of default occurs whereupon interest accrues at a rate of 10% per annum, and matures on January 26, 2028.

In addition, following the repayment of prior promissory notes originally issued on September 22, 2025 to the Investor and an affiliate, the Note is subject to mandatory prepayments from net proceeds received by the Company under the ELOC Agreement after the first $3 million of net proceeds equal to 30% of any further net proceeds.

The foregoing descriptions of the terms of the Letter Agreement and the Note and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are incorporated by reference as set forth in Exhibits 4.1 and 10.1 of this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 is incorporated by reference into this Item 3.02. To the extent that such transactions were deemed to be unregistered, they were exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit #		Exhibit Description
4.1		Form of Promissory Note
10.1		Form of Letter Agreement

SIGNATURE

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 hereunto duly authorized.

Date: January 26, 2026

	SPLASH BEVERAGE GROUP, INC.
	By:	/s/ William Meissner
		William Meissner, President

FAQ

What does Splash Beverage Group (SBEV) register in this prospectus supplement?

The prospectus supplement relates to an existing S-1 registration for 10,000,000 shares of common stock of Splash Beverage Group, Inc., and updates that prospectus with new information from a recent Form 8-K.

What new agreement did Splash Beverage Group (SBEV) enter into with C/M Capital Master Fund, LP?

On January 26, 2026, Splash entered into a Letter Agreement with C/M Capital Master Fund, LP, replacing the equity-line “Commitment Shares” with a promissory note while keeping the underlying equity line of credit arrangement in place.

What are the key terms of the new promissory note issued by Splash Beverage Group?

The promissory note has an initial principal of $525,000, can increase up to $700,000 as sales occur under the equity line, bears no interest unless a default occurs (then 10% per annum), and matures on January 26, 2028.

How will Splash Beverage Group (SBEV) repay the promissory note tied to its equity line of credit?

After earlier notes from September 22, 2025 are repaid, the new note must be prepaid from the equity line by using 30% of net proceeds above the first $3 million of net proceeds the company receives under that facility.

How were the securities related to this Splash Beverage (SBEV) transaction issued under securities laws?

The company states that, to the extent the transactions described are considered unregistered sales of securities, they were conducted under exemptions provided by Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b).

Does the new note change the commitment share terms under Splash Beverage’s equity line?

Yes. Under the Letter Agreement, instead of receiving equity-line “Commitment Shares,” the investor receives the promissory note, whose potential increase up to $700,000 is tied to the additional 0.5% of Commitment Shares previously owed under the original equity line agreement.