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2025-10-13
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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): October 13, 2025
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 33316
(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 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On October 13, 2025, the Board approved and adopted
amendments to the Company’s Bylaws (the “Amendments”).
The Bylaw Amendments clarify that except for matters
requiring a majority of outstanding voting power or a plurality of the votes cast, a majority of the votes entitled to vote shall be the
act of the stockholders. The amendment specifically provided that broker non-votes are not entitled to vote on any such matter. The Amendments
became effective upon their adoption on October 13, 2025.
The foregoing description of the Amendment does not
purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit
3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit # |
|
Exhibit Description |
| 3.1 |
|
October 13, 2025, Amendment to Company Bylaws |
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: October 17, 2025
| |
SPLASH BEVERAGE GROUP, INC. |
| |
|
|
| |
By: |
/s/ Robert Nistico |
| |
|
Robert Nistico, Chief Executive Officer |
