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  4. [8-K] SPLASH BEVERAGE GROUP, INC. Reports Material Event

Loan demand and board exits hit Splash Beverage (NYSE: SBEV)

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

Rhea-AI Filing Summary

Splash Beverage Group, Inc. amended settlement agreements with three prior investors, extending payment of remaining settlement amounts of $535,595 to June 1, 2026, with 12% interest and investor attorneys’ fees, and committing to additional installments totaling $100,000 by May 15, 2026.

Board members Justin Yorke and Robert Nistico resigned, and Nistico entered a six‑month consulting agreement at $5,000 per month plus a stock option for 250,000 shares subject to vesting tied in part to a potential Medterra CBD, LLC acquisition. The company also received a demand letter from Decathlon Alpha IV, L.P. seeking immediate payment of obligations under a revenue loan agreement totaling $2,833,395.98 as of March 31, 2026, secured by the assets of Splash Beverage and its subsidiaries, which the company disputes.

Positive

  • None.

Negative

  • Disputed secured loan demand of $2.83M: Decathlon Alpha IV, L.P. delivered a demand letter seeking immediate payment of obligations totaling $2,833,395.98 as of March 31, 2026 under a revenue loan secured by the company’s and subsidiaries’ assets, following earlier default notices.
  • Costly extension of settlement obligations: Remaining settlement payments of $535,595 were deferred to June 1, 2026 at a 12% interest rate plus attorneys’ fees, indicating additional financial burden alongside required installments of $100,000 by May 15, 2026.
  • Resignation of two directors: Board members Justin Yorke and Robert Nistico resigned effective immediately in April 2026, creating near‑term changes in governance while the company addresses settlements and the disputed loan demand.

Insights

Settlement extensions and a disputed $2.8M loan demand highlight refinancing and liquidity pressure.

Splash Beverage has renegotiated settlements with prior investors, pushing remaining payments of $535,595 to June 1, 2026 at a relatively high 12% interest and covering investor legal fees. This suggests a need for near‑term flexibility but also increases financing costs.

The demand letter from Decathlon Alpha IV, L.P. claims obligations of $2,833,395.98 as of March 31, 2026, secured by company and subsidiary assets. Although the company disputes the default and is in discussions, the secured nature of the loan means any enforced remedy could affect operating assets and negotiating leverage.

Combined with previously delivered default notices in March 2025 and April 2025, this disputed demand underscores ongoing tension with the lender and the importance of whatever outcome emerges from negotiations or any subsequent legal process.

Two director resignations with a follow‑on consulting deal shift governance and incentives.

Directors Justin Yorke and Robert Nistico resigned from the board in late April 2026. Shortly after, Nistico signed a six‑month consulting agreement at $5,000 per month and will receive 250,000 stock options under the 2025 Equity Incentive Plan, subject to vesting triggers.

The first vesting condition requires the company to acquire Medterra CBD, LLC; if achieved, 125,000 options vest immediately and another 125,000 at the end of the consulting term, contingent on continued service. The agreement also schedules payment of $31,000 in previously owed expenses by June 30, 2026, aligning part of Nistico’s compensation with both an acquisition milestone and his ongoing involvement.

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 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 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Remaining settlement payments $535,595 Due June 1, 2026 with 12% interest
Prior settlement payments $50,000 Already paid before amendment
Additional settlement installments $100,000 Installments due by May 15, 2026
Settlement interest rate 12% Interest on extended settlement amounts
Consulting fee to Nistico $5,000 per month Six-month consulting agreement
Nistico stock options 250,000 shares Options under 2025 Equity Incentive Plan, milestone vesting
Reimbursable expenses to Nistico $31,000 Payable by June 30, 2026
Loan obligation demanded $2,833,395.98 Obligations under revenue loan as of March 31, 2026
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Revenue Loan and Security Agreement financial
"in connection with a Revenue Loan and Security Agreement dated December 24, 2020"
default financial
"prior notices of default delivered by the Lender to the Company"
Equity Incentive Plan financial
"under the Company’s 2025 Equity Incentive Plan, which is subject to future vesting"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
guarantor financial
"by and among the Company, Robert Nistico ... as a guarantor"
Understanding 8-K Material Events →
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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): April 20, 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 1.01 Entry into a Material Definitive Agreement.

 

On April 20, 2026, Splash Beverage Group, Inc. (the “Company”) entered into amendments to certain settlement agreements which the Company had previously entered into with three separate prior investors of the Company (the “Investors”) in February 2026. Pursuant to the amendments, the Company and each Investor agreed to extend the due date for the remaining settlement payments payable by the Company totaling $535,595 (after deducting prior payments totaling $50,000) to June 1, 2026, with interest accruing thereon at a rate of 12% and attorneys’ fees incurred by the Investors during that time in connection with such matter payable by the Company. The Company also agreed to pay installments to each investor totaling $100,000 by May 15, 2026. The settlement agreements relate to amounts invested by the Investors in October 2024 in connection with agreements which the Investors claimed the Company had breached.

 

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

 

(a)

 

On April 21 and April 24, 2026, Justin Yorke and Robert Nistico, respectively, members of the Board of Directors of the Company (the “Board”), each notified the Company of his decision to resign from the Board, effective immediately.

 

On April 23, 2026, the Company entered into a consulting agreement with Mr. Nistico pursuant to which Mr. Nistico will provide consulting services to the Company for an initial term of six months for a consulting fee of $5,000 per month. The Company also agreed to grant Mr. Nistico a stock option to purchase 250,000 shares of the Company’s common stock under the Company’s 2025 Equity Incentive Plan, which is subject to future vesting requirements. The first vesting is if the Company acquires Medterra CBD, LLC. If the first vesting threshold is met: (1) 125,000 options vest immediately, and (2) 125,000 options will vest on at the end of the initial term of the consulting agreement, subject to continued services as of each applicable vesting date. The consulting agreement provides that if Mr. Nistico is terminated for cause, he will not be entitled to any unearned or unvested compensation. Pursuant to the consulting agreement, the Company also agreed to pay Mr. Nistico $31,000 in expenses previously payable to him by June 30, 2026.

  

Item 8.01 Other Information.

 

On April 20, 2026, the Company received a demand letter from Decathlon Alpha IV, L.P. (the “Lender”) in connection with a Revenue Loan and Security Agreement dated December 24, 2020 (the “Loan and Security Agreement”) by and among the Company, Robert Nistico, the Company’s former Chief Executive Officer, as a guarantor and each of the subsidiary guarantors from time-to-time party thereto. The Company disputes the demand and default, and has initiated discussions with the Lender prior to engaging in the legal process to defend its rights. The letter follows prior notices of default delivered by the Lender to the Company on March 18, 2025 and April 8, 2025. The letter demands immediate payment of obligations under the Loan and Security Agreement which according to the letter totaled $2,833,395.98 as of March 31, 2026 and continue to bear interest and are subject to other fees as set forth in the Loan and Security Agreement. The Company’s obligations under the Loan and Security Agreement are secured by the assets of the Company and its subsidiaries. The Loan and Security Agreement was previously disclosed and filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 31, 2020.

 

 

 

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: April 24, 2026

 

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

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What settlement changes did Splash Beverage Group (SBEV) disclose?

Splash Beverage extended remaining settlement payments of $535,595 with three prior investors to June 1, 2026. The amounts now accrue 12% interest, include investor attorneys’ fees, and require additional installments totaling $100,000 by May 15, 2026, tightening short‑term cash commitments.

Which directors resigned from Splash Beverage Group (SBEV) and when?

Directors Justin Yorke and Robert Nistico resigned from the board in April 2026. Yorke notified the company on April 21, 2026, and Nistico on April 24, 2026, with both resignations effective immediately, altering board composition during a period of financial and legal complexity.

What are the key terms of Robert Nistico’s consulting agreement with Splash Beverage (SBEV)?

Nistico’s consulting agreement runs six months at $5,000 per month and includes an option to buy 250,000 shares, vesting partly upon an acquisition of Medterra CBD, LLC. The company also agreed to pay him $31,000 in previously owed expenses by June 30, 2026.

What does the Decathlon Alpha IV loan demand mean for Splash Beverage Group (SBEV)?

Decathlon Alpha IV, L.P. sent a demand letter seeking immediate payment of obligations totaling $2,833,395.98 as of March 31, 2026 under a secured revenue loan. Splash Beverage disputes the demand and has begun discussions with the lender before potentially pursuing legal remedies.

How is Splash Beverage Group (SBEV) addressing alleged defaults under its revenue loan?

The company received prior default notices on March 18, 2025 and April 8, 2025, followed by a demand letter in April 2026. It disputes the claimed default and is engaging with the lender, aiming to resolve the issue before entering formal legal proceedings.

Filing Exhibits & Attachments

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