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Splash Beverage (NYSE: SBEV) plans 1-for-4 reverse split after trading halt

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

Rhea-AI Filing Summary

Splash Beverage Group approved a structural change to its stock and disclosed a trading halt. The company filed a Certificate of Change in Nevada to implement a one-for-four reverse stock split of its issued and outstanding common shares, effective at 4:30 p.m. Eastern Time on July 24, 2026. Authorized common shares will be reduced proportionally from 400,000,000 to 100,000,000, and all options, warrants and restricted stock tied to the common will be adjusted accordingly. The common stock will receive a new CUSIP, 84862C401.

On July 16, 2026, NYSE American halted trading in the company’s stock because it was trading below $0.10 per share; the last trading price before the halt was $0.0936. The company expects trading to resume on a reverse stock split–adjusted basis when the market opens on July 27, 2026, while cautioning about the risk of potential delisting and the possibility that the halt may not be lifted as anticipated.

Positive

  • None.

Negative

  • NYSE American halted trading in the company’s stock after it traded below $0.10 per share, with the last price at $0.0936, highlighting listing-compliance pressure.
  • The company notes the risk that NYSE American may delist its common stock and that the current trading halt may not be removed as expected.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse stock split ratio 1-for-4 Every four shares of common stock will be converted into one share.
Authorized common shares before split 400,000,000 shares Authorized common stock prior to the Certificate of Change.
Authorized common shares after split 100,000,000 shares Authorized shares reduced in connection with the reverse stock split.
Last trading price before halt $0.0936 per share Price when NYSE American halted trading after the stock traded below $0.10.
Reverse split effective time 4:30 p.m. Eastern Time on July 24, 2026 Scheduled effectiveness of the one-for-four reverse stock split.
Expected trading resumption date July 27, 2026 Date the company expects split-adjusted trading to recommence on NYSE American.
New CUSIP 84862C401 CUSIP number for the common stock following the reverse stock split.
Reverse Stock Split financial
"…a one-for-four reverse stock split (the "Reverse Stock Split") of the Company’s issued…"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
Certificate of Change regulatory
"…filed a Certificate of Change with the Secretary of State of the State of Nevada…"
Nevada Revised Statutes Section NRS 78.207 regulatory
"…permits the Company to effect the Reverse Stock Split without shareholder approval pursuant to Nevada Revised Statutes Section NRS 78.207."
NYSE American market
"…the Company was notified by the Staff of the NYSE American that the NYSE American has halted trading…"
NYSE American is a stock exchange where companies can list their shares to be bought and sold by investors. It functions like a marketplace, helping businesses raise money and providing investors with opportunities to buy ownership in these companies. Its role is important because it facilitates the trading of smaller or emerging companies, offering investors access to a broader range of investment options.
forward-looking statements regulatory
"This report contains forward-looking statements within the meaning of Section 27A…"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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FAQ

What reverse stock split did Splash Beverage Group (SBEV) approve?
Splash Beverage Group approved a one-for-four reverse stock split of its issued and outstanding common stock. Every four existing shares will convert into one share, and all related options, warrants and restricted stock awards will be adjusted to reflect the new share count.

How will SBEV’s authorized common shares change after the reverse split?
Authorized common shares will be reduced from 400,000,000 to 100,000,000 in connection with the one-for-four reverse stock split. This proportional reduction is implemented through a Nevada Certificate of Change under Nevada Revised Statutes Section NRS 78.207.

Why was trading in Splash Beverage Group (SBEV) stock halted on NYSE American?
On July 16, 2026, NYSE American halted trading in Splash Beverage Group’s common stock because it was trading below $0.10 per share. The company reports the last trading price before the halt was $0.0936 per share on the exchange.

When will SBEV’s reverse stock split become effective?
The one-for-four reverse stock split is scheduled to become effective at 4:30 p.m. Eastern Time on July 24, 2026. After this effective time, issued and outstanding common shares and related equity-linked securities will reflect the new ratio.

When does Splash Beverage Group (SBEV) expect trading to resume after the halt?
Splash Beverage Group expects its common stock to resume trading on a reverse split–adjusted basis when the market opens on July 27, 2026. The company cautions that NYSE American may not remove the trading halt as anticipated.

What new CUSIP will Splash Beverage Group (SBEV) common stock receive?
Following the one-for-four reverse stock split, Splash Beverage Group’s common stock will have a new CUSIP number 84862C401. This new identifier will apply once the reverse split is effective and the split-adjusted shares begin trading.
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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 16, 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.)

 

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

 

(Former name or former address, if changed since last report.): n/a

 

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On July 16, 2026, Splash Beverage Group, Inc. (the “Company”) filed a Certificate of Change with the Secretary of State of the State of Nevada (the “COC”), which will effect, at 4:30 p.m. Eastern Time on July 24, 2026, a one-for-four reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”). In connection with the Reverse Stock Split, the COC will also proportionally reduce the number of authorized shares of Common Stock from 400,000,000 shares to 100,000,000 shares, which permits the Company to effect the Reverse Stock Split without shareholder approval pursuant to Nevada Revised Statutes Section NRS 78.207. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will be changed to 84862C401.

 

On July 16, 2026, the Company was notified by the Staff of the NYSE American that the NYSE American has halted trading of the Company’s Common Stock due to its trading below $0.10 per share. At the time trading was halted, the last trading price was $0.0936. The Company expects that the halt will be lifted and the Common Stock will re-commence trading on the NYSE American on a Reverse Stock Split-adjusted basis when the market opens on July 27, 2026.

 

As a result of the Reverse Stock Split, every four shares of Common Stock issued and outstanding will be converted into one share of Common Stock.

 

All outstanding securities entitling their holders to purchase or otherwise acquire shares of Common Stock, including stock options, warrants and restricted stock, will also be adjusted as a result of the Reverse Stock Split, as required by the terms of those securities.

 

The foregoing description of the COC is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the COC, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated hereby by reference.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements include, but are not limited to, statements regarding the anticipated effective date of the Reverse Stock Split and the expected commencement of trading on a split-adjusted basis. Forward-looking statements are typically identified by words such as “will,” “expect,” “anticipate,” “believe,” “intend,” “plan,” “estimate,” “may,” “should,” “could,” and similar expressions. These statements are based on the Company’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, the risk that NYSE American may delist our Common Stock, the risk that the Company fails to comply with NYSE American requirements or that the NYSE American may not timely remove the current trading halt on our Common Stock, and general market and economic conditions, as well as the Risk Factors contained in our Annual Report on Form 10-K for the year ended December 31, 2026 and in our Final Prospectus Final Prospectus on Form 424B3 filed on June 26, 2026. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit   Description
3.1   Certificate of Change
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.

 

  SPLASH BEVERAGE GROUP, INC.
     
Date: July 16, 2026 By: /s/ Brady Cobb
  Name:  Brady Cobb
  Title:  Interim Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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