Splash Beverage ties interim chiefs’ pay to market cap

SPLASH BEVERAGE GROUP, INC.

Rhea-AI Filing Summary

SPLASH BEVERAGE GROUP, INC. (SBEV), doing business here as Endovia Health Sciences, Inc., appointed Brady Cobb as Interim CEO and Michael Bondurant as Interim COO under new employment agreements dated August 20, 2026. Cobb’s base salary is $300,000 and Bondurant’s is $275,000.

Each executive can earn cash bonuses tied to increases in the company’s market capitalization: $50,000 if market cap rises by $5,000,000 by October 30, 2026; another $50,000 if it rises by $10,000,000 by December 31, 2026; and a further bonus equal to 3% of any additional market cap increase above that, capped so each executive’s total bonus does not exceed $300,000.

Cobb received 231,250 stock options and Bondurant 200,000 stock options. Subject to shareholder approval, each will also receive RSU grants representing 7% of a 20% fully diluted share pool previously approved by the board. If either is terminated without cause or a change of control transaction occurs, all of that executive’s unvested options and RSUs will vest.

Filing Explained

Executive equity awards may vest early after termination without cause or a change of control; proposed RSUs still require shareholder approval.

The employment agreements for Brady Cobb and Michael Bondurant add an early-vesting condition for their equity awards: unvested options and any issued RSUs vest if the company ends employment without cause or a change-of-control transaction occurs.

This condition does not show that either event has occurred, and the proposed RSUs remain subject to shareholder approval.

Separately, each executive may be eligible for annual performance bonuses based on revenue targets and profit goals established by management and approved by the Board or Compensation Committee.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Base salary - Brady Cobb: $300,000 per year Base salary - Michael Bondurant: $275,000 per year Market cap bonus thresholds: $5,000,000 and $10,000,000 market cap increases +5 more

8 metrics

Base salary - Brady Cobb $300,000 per year Interim Chief Executive Officer under employment agreement dated August 20, 2026

Base salary - Michael Bondurant $275,000 per year Interim Chief Operating Officer under employment agreement dated August 20, 2026

Market cap bonus thresholds $5,000,000 and $10,000,000 market cap increases Triggers $50,000 bonuses each for Cobb and Bondurant if achieved by stated 2026 dates

Additional market cap bonus rate 3% of additional market capitalization Applied to market cap increase above $10,000,000 during 2026, per executive

Maximum aggregate bonus $300,000 Cap on each executive’s total market cap-based bonuses for 2026

Stock options - Brady Cobb 231,250 options Granted in connection with his employment as Interim CEO

Stock options - Michael Bondurant 200,000 options Granted in connection with his employment as Interim COO

RSU entitlement share pool 7% of 20% of fully diluted shares Subject to shareholder approval for each executive, from a board-approved pool

Key Terms

change of control transaction, restricted stock unit, fully diluted shares, market capitalization, +1 more

5 terms

change of control transaction financial

"if a change of control transaction occurs, all unvested options and/or RSUs"

A change of control transaction is when a company’s ownership shifts so dramatically that new people effectively run it, such as through a merger, sale of most shares, or takeover. Investors care because this can alter management, strategy, and deal terms—like a house sold to a new owner who rewrites the rules—potentially changing a stock’s value, accelerating employee equity payouts, or triggering debt and contract clauses that affect returns.

restricted stock unit financial

"subject to shareholder approval will also be entitled to receive restricted stock unit"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

fully diluted shares financial

"20% of the Company’s fully diluted shares outstanding approved by the Board"

Fully diluted shares are the total number of company shares that would exist if every claim that can be turned into common stock—such as employee stock options, warrants, and convertible debt or preferred shares—were exercised or converted. Investors use this number to see the biggest possible share count when calculating ownership percentages, earnings per share and dilution risk; think of it as counting all possible slices of a pie if every coupon could be redeemed.

market capitalization financial

"upon a successful increase in the Company’s market capitalization of $5,000,000"

Market capitalization is the total market value of a company’s outstanding shares, calculated by multiplying the current share price by the number of shares issued. It gives a quick snapshot of a company’s size and how investors value it, influencing perceived risk, index membership, and roughly how much it might cost to buy the whole company — like using a sticker price to compare the relative size and price of different houses.

Compensation Committee regulatory

"approved by the Board or the Compensation Committee"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new leadership changes were disclosed by SBEV on August 20, 2026?

The company entered employment agreements with Brady Cobb as Interim Chief Executive Officer and Michael Bondurant as Interim Chief Operating Officer, formalizing their roles and compensation terms as of August 20, 2026.

What are the base salaries for the new SBEV interim CEO and COO?

Brady Cobb’s base salary is $300,000 per year, and Michael Bondurant’s base salary is $275,000 per year, as specified in their employment agreements.

How are the SBEV executives’ cash bonuses tied to market capitalization performance?

Each executive can earn $50,000 if market cap increases by $5,000,000 by October 30, 2026, another $50,000 if it increases by $10,000,000 by December 31, 2026, plus 3% of any further market cap gains above $10,000,000, up to a $300,000 total bonus.

What equity awards did SBEV grant to Brady Cobb and Michael Bondurant?

Brady Cobb received 231,250 stock options and Michael Bondurant received 200,000 stock options. Subject to shareholder approval, each will also receive RSU grants equal to 7% of a 20% fully diluted share pool previously approved by the board.

What happens to the SBEV executives’ options and RSUs upon termination or change of control?

If the company terminates an executive without cause or a change of control transaction occurs, all of that executive’s unvested options and RSUs under the agreements will become fully vested at that time.

Can the SBEV interim executives receive additional performance bonuses?

Yes. Beyond the market capitalization bonuses, Cobb and Bondurant may be eligible for annual performance bonuses based on revenue targets and profit goals established by management and approved by the board or compensation committee.

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): August 20, 2026

ENDOVIA HEALTH SCIENCES, 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.)

1112 N. Flagler Drive Fort Lauderdale, Florida		33304
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (954) 648-7238

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

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

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		SBEV		NYSE American LLC

Item 1.01 Entry into a Material Definitive Agreement

On August 20, 2026, Endovia Health Sciences, Inc. (the “Company”) entered into an Employment Agreement (each, an “Agreement”) with each of Brady Cobb for his employment as Interim Chief Executive Officer of the Company and Michael Bondurant for his employment as Interim Chief Operating Officer of the Company. Pursuant to the Agreements, the Company agreed to compensate Mr. Cobb and Mr. Bondurant as follows for their services: (a) a base salary at the gross annual rate of $300,000 and $275,000, respectively and (b) the following bonuses for each of Mr. Cobb and Mr. Bondurant, subject to continued employment with the Company on the applicable dates: (i) a cash bonus of $50,000 upon a successful increase in the Company’s market capitalization of $5,000,000 above the Company’s market capitalization as of the date of the Agreement, measured on or before October 30, 2026 based on the average of the closing prices of the Company’s common stock for three consecutive trading days, (b) a cash bonus of $50,000 if the Company’s market capitalization increases to $10,000,000 above the Company’s market capitalization as of the date of the Agreement, measured on or before December 31, 2026 based on the average of the closing prices of the Company’s common stock for three consecutive trading days, and (c) a bonus equal to 3% of all additional market capitalization of the Company above $10,000,000 above the Company’s market capitalization as of the date of the Agreement achieved during the 2026 calendar year, subject to a maximum aggregate bonus of $300,000, determined based on the highest market capitalization based on the average of the closing prices of the Company’s common stock for three consecutive trading days during the period from the date of the Agreement through December 31, 2026. Mr. Cobb and Mr. Bondurant may be eligible to earn annual performance bonuses based on revenue targets and profit goals mutually established by the Company’s management team and approved by the Board or the Compensation Committee.

In connection with their employment, each of Messrs. Cobb and Bondurant also received option grants, and subject to shareholder approval will also be entitled to receive restricted stock unit (“RSU”) grants. Specifically, Mr. Cobb received 231,250 options and Mr. Bondurant received 200,000 options, and subject to shareholder approval each of Messrs. Cobb and Bondurant will become entitled to receive 7% of the 20% of the Company’s fully diluted shares outstanding approved by the Board of Directors, as previously disclosed. Under each Agreement, if the applicable executive’s employment is terminated by the Company without cause or if a change of control transaction occurs, all unvested options and/or RSUs that were issued to such executive shall vest upon the occurrence of such event.

The foregoing description of Mr. Cobb and Mr. Bondurant’s Employment Agreements do not purport to be complete and are qualified in their entirety by the full text of the Employment Agreements, a copy of which are filed as Exhibit 10.1 and 10.2 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit		Description
10.1		Employment Agreement with Brady Cobb
10.2		Employment Agreement with Michael Bondurant
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

	ENDOVIA HEALTH SCIENCES, INC.
Date: August 26, 2026	By:	/s/ Brady Cobb
	Name:	Brady Cobb
	Title:	Interim Chief Executive Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 63.3 KB
• EX-10.2 EXHIBIT 10.2 63.3 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB