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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 9, 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.
On August 9, 2025 and October 24, 2025, Splash Beverage Group, Inc. (the
“Company”) sold to two accredited investors shares of Series A-1 Convertible Redeemable Preferred Stock (the “Series
A-1”), together with a total of 100,000 one-year Class A Warrants (the “A Warrants”) and 100,000 five-year Class B Warrants
(the “B Warrants” and together with the A Warrants, the “Warrants”) for total gross proceeds of $400,000.
The material terms of the
Series A-1 and Warrants, and certain other agreements and rights related to investments therein are summarized in the Company’s
Current Report on Form 8-K filed on June 26, 2025 (the “Prior 8-K”). The terms of the investments disclosed herein are the
same as those described in the Prior 8-K.
In exchange for $250,000,
the Company also expects to sell an additional 250 shares of Series A-1 and 62,500 accompanying A Warrants and B Warrants, respectively,
in November 2025 to one of the accredited investors referred to herein.
The foregoing summary of
the Series A-1 and the Warrants and related agreements and rights does not purport to be complete and is qualified in its entirety by
reference to the form of such documents, copies of which are filed as exhibits to the Prior 8-K and are incorporated herein by reference.
Item 8.01 Other Events.
The Company is also voluntarily filing updated Risk
Factors as Exhibit 99.1 to this Current Report on Form 8-K to provide updated disclosure to the investing public on certain of the risks
and uncertainties with respect to the Company and its securities.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| |
|
|
Incorporated by Reference |
Filed or Furnished |
| Exhibit # |
|
Exhibit Description |
Form |
Date |
Number |
Herewith |
| 3.1 |
|
Certificate of Designations, Preferences Rights and Limitations of the Series A-1 Convertible Redeemable Preferred Stock |
8-K |
June 26th, 2025 |
3.1 |
Filed |
| 4.1 |
|
Form of A Warrant |
8-K |
June 26th, 2025 |
4.1 |
Filed |
| 4.2 |
|
Form of B Warrant |
8-K |
June 26th, 2025 |
4.2 |
Filed |
| 10.1 |
|
Form of Securities Purchase Agreement |
8-K |
June 26th, 2025 |
10.1 |
Filed |
| 99.1 |
|
Risk Factors |
|
|
|
Furnished |
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: October 30, 2025
| |
SPLASH BEVERAGE GROUP, INC. |
| |
|
|
| |
By: |
/s/ Robert Nistico |
| |
|
Robert Nistico, Chief Executive Officer |
