[8-K] Splash Beverage Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Splash Beverage Group, Inc. (NYSE American: SBEV) filed an 8-K to disclose that on 23 Jul 2025 NYSE Regulation began delisting proceedings for the company’s publicly-traded warrants (SBEV-WT; exercise price $1.84). The exchange determined the warrants were “no longer suitable for continued listing” under Section 1001 of the NYSE American Company Guide because of their low trading price. Trading in the warrants was suspended immediately on the same day.

The Company has the right to appeal the decision until 30 Jul 2025 but has stated it does not intend to appeal. NYSE Regulation will apply to the SEC to formally delist the warrants after completing required procedures.

Key points for investors:

• No impact on the listing or trading of SBEV common stock, which will remain on NYSE American.
• The event does not affect operations or SEC reporting obligations.
• After delisting, the warrants may trade OTC if a market maker gains FINRA approval, but no assurance such trading will materialise.

On 29 Jul 2025 the company issued a press release (Ex. 99.1) announcing the notice. No financial metrics or business updates were included.

Positive

• Common stock remains listed on NYSE American, preserving primary liquidity for equity investors.
• Company states delisting will not affect business operations or SEC reporting.

Negative

• Public warrants suspended and slated for delisting, eliminating exchange liquidity for SBEV-WT holders.
• Decision driven by low trading price, which may signal weak market confidence.
• Management will not appeal, making reinstatement unlikely and potentially reducing investor optionality.

Insights

Securities Analyst

TL;DR: Delisting of SBEV warrants hurts warrant liquidity but leaves common shares untouched; limited operational impact, modestly negative sentiment.

The forced delisting removes an equity-linked security, shrinking trading avenues for current warrant holders and signalling weak market demand (low price trigger). While the company’s capital structure and operations are unchanged, warrant value could decline due to reduced liquidity and wider bid-ask spreads on OTC venues, if any emerge. Because management will not appeal, reversal is unlikely. Common stock investors face no direct listing risk, yet the episode highlights broader valuation pressure. Overall impact is limited to warrant holders but tilts negative for market perception.

Corporate Governance Expert

TL;DR: Governance reaction is routine; board opts against appeal, signalling cost-benefit view and focus on core listing.

The board’s decision not to contest NYSE Regulation reflects an assessment that maintaining warrant listing offers marginal benefit relative to associated fees and administrative burden. Disclosure via 8-K and accompanying press release satisfies transparency norms under Reg FD. No covenant breaches or control issues are introduced. Governance practices appear standard; therefore, the event is operationally neutral, albeit with a minor reputational drawback tied to low trading price criteria.

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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 23, 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)	(I.R.S. Employer Identification No.)

1314 East Las Olas Blvd., Suite 221

Fort Lauderdale, Florida 33316

(Address of principal executive offices, including zip code)

(954) 745-5815
(Registrant’s telephone number, including area code)

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	SBEV	NYSE American
Warrants to purchase Common Stock	SBEV-WT	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 23, 2025, Splash Beverage Group, Inc. (the “Company”) received notice from NYSE Regulation that it has determined to commence delisting proceedings with respect to the Company’s publicly traded warrants to purchase shares of common stock for $1.84 per share, which are listed on NYSE American under the symbol SBEV-WT (the “Public Warrants”). The notice stated that the Public Warrants are no longer suitable for continued listing pursuant to Section 1001 of the NYSE American Company Guide due to their low trading price. As a result, trading in the Public Warrants was suspended effective immediately on July 23, 2025.

NYSE Regulation indicated that it will apply to the U.S. Securities and Exchange Commission (the “SEC”) to delist the Public Warrants upon completion of all applicable procedures, which provide, among other things, that the Company has the right to appeal NYSE Regulation’s until July 30, 2025. The Company does not intend to NYSE Regulation’s determination to delist the Public Warrants.

The delisting of the Public Warrants will not impact the listing or trading of the Company’s common stock, which will remain listed on the NYSE American under the ticker symbol SBEV. Additionally, the delisting of the Public Warrants will have no effect on the Company’s business operations or its ongoing reporting obligations under SEC rules.

Following the delisting, the Public Warrants may be eligible for quotation on an over-the-counter market, such as the OTC Pink tier of OTC Markets Group Inc., if a market maker applies for and obtains approval from FINRA to quote the securities. However, there can be no assurance that any market maker will apply to quote the Public Warrants, or that any such trading will commence or be sustained.

Item 7.01. Regulation FD Disclosure.

On July 29, 2025, the Company issued a press release announcing the receipt of the delisting notice for its Public Warrants from NYSE American. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information contained in this Item 7.01 shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated July 29, 2025

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.

	Splash Beverage Group, Inc.
Date: July 29, 2025	By:	/s/ Robert Nistico
	Name:	Robert Nistico
	Title:	Chief Executive Officer

FAQ

Why are Splash Beverage Group's SBEV-WT warrants being delisted?

NYSE Regulation deemed the warrants unsuitable for continued listing under Section 1001 due to their low trading price.

Does the delisting affect SBEV common stock?

No. SBEV shares remain listed on NYSE American and continue normal trading.

Will Splash Beverage Group appeal the NYSE decision?

The company disclosed it does not intend to appeal the delisting determination.

Can SBEV-WT warrants trade elsewhere after delisting?

They may be quoted OTC if a market maker secures FINRA approval, but there is no assurance this will occur.

Does the delisting impact Splash Beverage Group's operations or filings?

The 8-K states the action has no effect on operations or ongoing SEC reporting obligations.