false
0001553788
0001553788
2026-07-08
2026-07-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): July
8, 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 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On July 8, 2026, the Company received notice from
NYSE Regulation (the “NYSE”) that the NYSE has determined to accept the Company’s plan to regain compliance with the
NYSE American’s shareholders’ equity requirement as outlined in Section 1003(a)(i),
(ii), and (iii) of the Company Guide (the “Compliance Plan”), which the Company submitted to the NYSE on May 29, 2026. Pursuant
to the Compliance Plan, the Company has until January 29, 2027 to regain compliance with the continued listing standards of the NYSE American.
The foregoing has no immediate impact on the listing
of the Company’s shares of common stock on the NYSE American. The Company’s common stock will continue to be listed and traded
on the NYSE American under the ticker “SBEV” during the period allotted for the Company to regain compliance, subject to the
Company’s compliance with the other continued listing standards of the NYSE American.
The Company is committed to regaining compliance with
the NYSE American’s continued listing standards. However, there can be no assurance that the Company will ultimately regain compliance
with all applicable continued listing standards within the allotted compliance period or that developments and events occurring subsequent
to the date of the Compliance Plan or NYSE’s approval thereof will not adversely affect the Company’s ability to make sufficient
progress with the Compliance Plan, regain compliance with all applicable continued listing standards, or maintain compliance with other
NYSE American continued listing standards. If the Company does not regain compliance by January 29, 2027, or does not make progress consistent
with its Compliance Plan during the plan period, the NYSE American may initiate delisting proceedings.
Item 7.01. Regulation FD Disclosure.
On July 9, 2026, the Company issued a press release
announcing the NYSE’s acceptance of the Company’s Compliance Plan. A copy of the press release is furnished herewith as Exhibit
99.1.
The information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section. Furthermore, the information contained in this Item 7.01 shall not be deemed to be incorporated by reference in any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such
a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit # |
|
Exhibit Description |
| 99.1 |
|
Press Release dated July 9, 2026 |
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: July 9, 2026
| |
SPLASH BEVERAGE GROUP, INC. |
| |
|
|
| |
By: |
/s/ Brady Cobb |
| |
|
Brady Cobb, Interim Chief Executive Officer |
3
EXHIBIT 99.1
Splash Beverage Group Receives NYSE American Acceptance
of Compliance Plan, Establishing Defined Path Toward Continued Listing and Strategic Transformation
FORT LAUDERDALE, Fla., July 8, 2026 – Splash
Beverage Group, Inc. (NYSE American: SBEV) (“Splash,” “Splash Beverage” or the “Company”) today announced
that NYSE American has accepted the Company’s plan to regain compliance with the Exchange’s continued listing standards
and has granted the Company a compliance period through January 29, 2027. The Exchange’s determination follows the Company’s
submission of its compliance plan on May 29, 2026.
The acceptance of the Company’s compliance plan
provides Splash with a clearly defined framework to execute the strategic and financial initiatives designed to restore compliance with
NYSE American listing requirements while continuing the Company’s transition into a publicly traded cannabinoid wellness and pharmaceutical
platform.
Brady Cobb, Interim Chief Executive Officer, commented:
“Receiving acceptance of our compliance plan from
NYSE American provides our shareholders with a clearly defined path forward. While there remains significant work ahead, the Company now
has an Exchange-accepted framework to execute our strategy while maintaining our NYSE American listing. Our objective is to execute our
plan with urgency and discipline and deliver on our compliance initiatives well in advance of the January 2027 deadline.”
“In less than sixty days, we have made meaningful
progress executing our strategic transition. We have secured NYSE American’s acceptance of our compliance plan, strengthened our
liquidity through our equity line facility which we intend to utilize prudently to resolve legacy obligations, satisfy outstanding vendor
claims and improve our balance sheet, completed a strategic investment in Avicanna, acquired the exclusive worldwide licensing rights
to CannEpil®, and continue advancing additional strategic initiatives designed to enhance long-term shareholder value. We believe
these actions demonstrate our commitment to disciplined execution and establishing Splash as a differentiated public company within the
global cannabinoid wellness sector.”
NYSE American’s acceptance of the Company’s
compliance plan permits Splash to continue trading on the Exchange while management executes the initiatives outlined in the plan. During
the compliance period, the Company will provide periodic updates to NYSE American regarding its progress, consistent with Exchange requirements.
About Splash Beverage Group, Inc.
Splash Beverage Group, Inc. (NYSE American: SBEV) is a publicly traded
company headquartered in Fort Lauderdale, Florida. The Company is pursuing a strategic transformation toward becoming a cannabinoid health,
wellness, and biopharmaceutical platform through disciplined capital allocation, strategic investments, acquisitions, and other platform-building
initiatives.
More Information
Splash Beverage Group
Contact Information
Splash Beverage Group
Info@SplashBeverageGroup.com
Media Contact
Angela Gorman
AMWPR
angela@amwpr.com
917-348-0083
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s strategic
initiatives and goals of enhancing long-term shareholder value, efforts to regain and maintain compliance with NYSE American listing requirements,
our intention to use our equity line facility to resolve legacy obligations, satisfy outstanding vendor claims and improve our balance
sheet, and pursuit of a strategic transformation toward becoming a cannabinoid health, wellness, and biopharmaceutical platform. Forward-looking
statements are prefaced by words such as “anticipate,” “expect,” “plan,” “could,” “may,”
“will,” “should,” “would,” “intend,” “potential,” “believe,” “estimate,”
“forecast,” “project,” and similar words.
Forward-looking statements are based on current expectations
and assumptions regarding the Company’s business and future conditions and are subject to inherent uncertainties, risks, and changes
in circumstances that are difficult to predict. Actual results may differ materially from those contemplated by such forward-looking statements
due to a variety of factors, including, without limitation, the possibility that our ability to execute on our strategic initiatives,
efforts to maintain our listing on NYSE American, enhance shareholder value and pursuit of other goals, the risk that these efforts otherwise
do not yield the benefits anticipated or sought, the risk that we and our collaborators are not able to obtain, maintain a market for
our products or protect intellectual property rights therein, and that competitors market the same or similar products, our ability to
raise the capital necessary to execute on our strategic initiatives and otherwise meet our working capital needs, our need to comply with
extensive regulations including clinical testing before we can market CannEpil® in applicable jurisdictions including the U.S., our
ability to recommence revenue generating activities with our limited staffing, and the status of evolving regulatory conditions within
the cannabinoid and wellness industries.
Additional information concerning these and other risk
factors is contained in the Company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form
10-K for the year ended December 31, 2025 and the Final Prospectus on Form 424B3 filed on June 26, 2026. Any forward-looking statement
made by the Company speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future developments, or otherwise, except as required by law.
