Splash Beverage borrows $500,000 at 15% OID; CFO to resign

Splash Beverage Group (SBEV) filed an 8‑K announcing short-term note financing and a CFO transition.

Accepted by SEC EDGAR 11/14/2025 - 05:06 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Splash Beverage Group (SBEV) filed an 8‑K announcing short-term note financing and a CFO transition. On November 12, 2025, the company borrowed $500,000 from two accredited investors and issued senior promissory notes with a total original principal of $588,235.30, reflecting a 15% original issue discount. The notes mature on February 12, 2025 and begin accruing interest at 6% starting 30 days after issuance, with customary default provisions.

The notes allow holders, at their discretion, to apply outstanding principal, accrued interest, and any company securities they hold at fair value as purchase consideration if the company completes a public offering or private placement. Separately, Chief Financial Officer William Devereux will resign effective November 30, 2025.

Insights

Debt & Governance Analyst

Short-term OID debt adds near-term obligations; CFO exit noted.

Splash Beverage Group raised liquidity via senior notes delivering $500,000 cash with a total principal of $588,235.30, implying a 15% original issue discount. The notes mature on February 12, 2025 and carry 6% interest beginning 30 days post-issuance, concentrating payment obligations within a short horizon.

The notes include a feature allowing holders to apply principal, accrued interest, and any company securities at fair value toward purchase consideration in future offerings or placements, which could affect financing structures depending on market conditions and holder choices.

Separately, the resignation of CFO William Devereux, effective November 30, 2025, introduces a leadership transition in finance. Actual impact depends on execution during the handover and subsequent disclosures.

8-K Event Classification

3 items: 3.02, 5.02, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): November 10, 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 3.02 Unregistered Sales of Equity Securities.

Note Financing

On November 12, 2025, Splash Beverage Group, Inc. (the “Company”) borrowed a total of $500,000 from two accredited investors and issued to such investors senior promissory notes in the total combined original principal amount of $588,235.30, representing a 15% original issue discount (the “Notes”). The Notes mature on February 12, 2025 and accrue interest at a rate of 6% beginning on the 30-day anniversary of the issuance date. The Notes contain customary events of default, the occurrence of which would result in acceleration of the maturity date thereof.

The Notes also provide that if the Company completes any public offering or private placement of its equity, equity-linked or debt securities, the holder may, in its sole discretion, elect to apply as purchase consideration for such transaction: (i) all, or any portion, of the then outstanding principal amount of the Note and any accrued but unpaid interest, and (ii) any securities of the Company then held by the holder, at their fair value.

The foregoing description of the Notes does not purport to be complete and is qualified in its entirety by the full text of the Notes, a form of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)

On November 10, 2025, William Devereux notified the Company that he will resign as Chief Financial Officer of the Company, effective November 30, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit #		Exhibit Description
4.1		Form of Senior Promissory Note

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: November 14, 2025

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