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Splash Beverage Group (NYSE: SBEV) sells 9.2M shares for $1.27M cash

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Splash Beverage Group, Inc. reported that from June 30, 2026 through July 8, 2026 it sold and issued 9,232,047 shares of common stock to C/M Capital Master Fund, LP under a previously disclosed Securities Purchase Agreement dated September 19, 2025, referred to as the ELOC Agreement.

These issuances generated total gross proceeds of $1,265,063. The company states that, to the extent the issuances are deemed unregistered, they relied on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b). The purchaser’s resales of the shares are covered by a registration statement on Form S-1 (File No. 333-296755), which became effective on June 22, 2026.

Positive

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Negative

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Insights

Splash Beverage raised $1.27M through an equity line issuance.

Splash Beverage Group issued 9,232,047 common shares to C/M Capital Master Fund, LP between June 30, 2026 and July 8, 2026, receiving gross proceeds of $1,265,063 under its previously agreed ELOC arrangement.

The transaction uses private placement exemptions under Section 4(a)(2) and Rule 506(b), while the investor’s resales are covered by an effective Form S-1. This structure provides cash inflow but increases the share count, which can dilute existing holders, though the exact percentage impact is not specified here.

Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Shares issued 9,232,047 shares Common stock sold from June 30, 2026 through July 8, 2026 under the ELOC Agreement
Gross proceeds $1,265,063 Total gross proceeds from issuance of 9,232,047 common shares
Effective Form S-1 file number 333-296755 Registration statement covering purchaser’s resales effective June 22, 2026
ELOC Agreement date September 19, 2025 Date of Securities Purchase Agreement with C/M Capital Master Fund, LP
Exemptions relied upon Section 4(a)(2) and Rule 506(b) Exemptions for the unregistered sale of common stock
Securities Purchase Agreement financial
"pursuant to that certain Securities Purchase Agreement dated September 19, 2025"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
ELOC Agreement financial
"with C/M Capital Master Fund, LP as purchaser (the “ELOC Agreement”)"
Section 4(a)(2) of the Securities Act of 1933 regulatory
"pursuant to the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933"
Rule 506(b) regulatory
"and Rule 506(b) promulgated thereunder"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
registration statement on Form S-1 regulatory
"registered on the Company’s registration statement on Form S-1 (File No. 333-296755)"
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
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FAQ

What equity transaction did SBEV complete between June 30 and July 8, 2026?
Splash Beverage Group (SBEV) issued 9,232,047 shares of common stock to C/M Capital Master Fund, LP between June 30 and July 8, 2026, under its existing ELOC Agreement, generating total gross proceeds of $1,265,063.

How much capital did SBEV raise in its July 2026 share issuance?
Splash Beverage Group raised $1,265,063 in total gross proceeds by issuing 9,232,047 common shares to C/M Capital Master Fund, LP pursuant to its Securities Purchase Agreement dated September 19, 2025.

Which investor purchased the 9,232,047 SBEV shares issued in early July 2026?
The 9,232,047 Splash Beverage Group shares were sold to C/M Capital Master Fund, LP under a Securities Purchase Agreement dated September 19, 2025, commonly referred to as the company’s ELOC Agreement.

Under what exemptions were SBEV’s July 2026 share issuances made?
Splash Beverage Group states that, to the extent the sales are unregistered, they relied on Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) for the issuance of 9,232,047 common shares.

Are the resale shares from SBEV’s July 2026 issuance registered for public resale?
Yes. The purchaser’s resales of these Splash Beverage Group shares are covered by a registration statement on Form S-1 (File No. 333-296755), which became effective on June 22, 2026.

What agreement governed SBEV’s $1,265,063 equity raise in July 2026?
The equity raise was conducted under a Securities Purchase Agreement dated September 19, 2025 with C/M Capital Master Fund, LP, referred to as the ELOC Agreement, previously disclosed by Splash Beverage Group.
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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): July 6, 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. ☐

 

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Item 3.02 Unregistered Sales of Equity Securities.

 

From June 30, 2026 through July 8, 2026, the Company sold and issued a total of 9,232,047 shares of common stock pursuant to that certain Securities Purchase Agreement dated September 19, 2025 with C/M Capital Master Fund, LP as purchaser (the “ELOC Agreement”) for total gross proceeds of $1,265,063. The ELOC Agreement was previously disclosed in the Company’s Current Report on Form 8-K filed on September 25, 2025. To the extent such sales are deemed to be unregistered, the sales were made pursuant to the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder. The purchaser’s resales of the shares were registered on the Company’s registration statement on Form S-1 (File No. 333-296755), effective June 22, 2026.

 

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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 10, 2026

 

  SPLASH BEVERAGE GROUP, INC.
     
  By: /s/ Brady Cobb
    Brady Cobb, Interim Chief Executive Officer

 

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Source: View Original Filing on SEC EDGAR

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