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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): March
5, 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 7.01 Regulation FD
Disclosure
On March 5, 2026, Splash Beverage Group, Inc. issued a press release announcing
the execution of a non-binding letter of intent which contemplates a business combination with Medterra CBD, LLC, a leading manufacturer
and multi-brand operator of federally compliant cannabinoid wellness products sold to over 2 million customers across the United States
and Internationally. A copy of the press release is furnished as Exhibit 99.1 of this Current Report on Form 8-K.
The information in this Item
7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934
(the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated
by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit # |
|
Exhibit Description |
| 99.1 |
|
Press Release dated March 5, 2026 |
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: March 5, 2026
| |
SPLASH BEVERAGE GROUP, INC. |
| |
|
|
| |
By: |
/s/ William Meissner |
| |
|
William Meissner, President |
EXHIBIT 99.1
Splash Beverage Group Signs Letter of Intent for Acquisition
and Merger with Established Hemp and CBD Operator Medterra
Proposed Combination Marks Strategic Re-Alignment
as a Public Cannabinoid Wellness Platform
Fort Lauderdale, FL – March 5, 2026 —
Splash Beverage Group, Inc. (NYSE American: SBEV) (“Splash” or the “Company”) today announced it has executed
a non-binding Letter of Intent (“LOI”) for a proposed merger with Medterra CBD, LLC (“Medterra”), a leading manufacturer
and multi-brand operator of federally compliant cannabinoid wellness products sold to over 2 million customers across the United States
and Internationally.
The proposed transaction represents a transformative
step in the Company’s evolution and the re-alignment and branding as a growth-oriented platform focused on cannabinoid wellness,
regulated consumer health, and scalable brand development through the curation of an established house of brands.
Through this proposed partnership, Splash and Medterra
would be positioned to drive category leadership in the emerging cannabinoid wellness market by leveraging operational scale, access to
public markets, a seasoned executive team and a disciplined growth strategy focused on the curation of a house of brands that have a strong
track record of delivering consistent, high-quality products to consumers. The companies also plan to participate in a CBD pilot initiative
under evaluation by CMS, which could represent a meaningful long-term growth opportunity, as discussed below. Additional details regarding
the Company’s rebranding and strategic evolution will be announced in due course.
Medterra brings an established operating infrastructure,
disciplined regulatory approach, strong brand portfolio with millions of customers served, proven management team, and a demonstrated
record of profitable growth. During the fiscal year 2025, Medterra generated over $52 million in revenue and was profitable, demonstrating
its strong brand equity and established operational capabilities. With this partnership, Splash and Medterra intend to build a broader
strategy centered on category leadership in the budding cannabinoid wellness vertical, operational scale, and strategic but responsible
expansion.
Management Commentary
“This proposed combination represents more than
a transaction — it marks the beginning of a new chapter for Splash as we evolve into a platform company built for the future of
cannabinoid wellness,” said Brady Cobb, Board Member of Splash Beverage Group. “We believe the industry is approaching a period
of significant growth driven by regulatory progress, increasing consumer adoption, and institutional engagement. By partnering with a
proven operator like Medterra and leveraging our access to public markets, we intend to build a scaled, disciplined organization positioned
to lead through the next phase of industry development. We look forward to sharing further updates on leadership, rebranding, and the
detailed path forward in short order.”
MedTerra’s CEO JP Larsen stated, “This transaction
represents a pivotal moment for Medterra. Partnering with Splash provides the resources and capital markets access to scale our platform
at a time when the cannabinoid industry is entering a new era of legitimacy and growth driven by federal reform. Together, we intend to
build one of the leading compliant wellness platforms in the sector, expanding our reach while maintaining the quality, science, and trust
that define our brands.”
Positioned at a Regulatory and Market Inflection Point
Splash management believes the transaction aligns with increasing regulatory
clarity and growing institutional interest in federally compliant cannabinoid products, including ongoing federal policy developments
related to hemp, CBD and cannabis rescheduling, as directed by an executive order signed by President Trump on December 16, 2025. This
executive order also included a cannabinoid pilot initiative for CBD that is being evaluated through the Centers for Medicare & Medicaid
Services (“CMS”). These initiatives are designed to assess structured pathways for physician-recommended, federally compliant
hemp-derived CBD products within regulated healthcare frameworks, including reimbursement models for qualifying beneficiaries from the
federal government.
While program parameters continue to evolve and no assurances can be made
regarding qualification or participation, management believes that scaled, compliance-focused operators with documented product quality
standards and consumer usage data, could be well positioned as regulatory frameworks mature.
Medterra has served millions of customers across the United States and
internationally and has developed a portfolio of science-driven cannabinoid formulations, some of which are already registered with the
federal government and supported by consumer feedback and quality assurance infrastructure.
Industry participants have suggested that structured reimbursement pathways
for cannabinoid wellness products could significantly expand total addressable market opportunity, with some operators referencing a potential
U.S. market exceeding $30 billion should federal reform and reimbursement frameworks advance. Management believes that the proposed combination
positions the Company to evaluate participation in these emerging healthcare channels while continuing to operate within existing federally
compliant guidelines for hemp and CBD.
Transaction Overview
Subject to completion of the transaction and required
approvals, J.P. Larsen from Medterra is expected to join the combined company’s Board of Directors and assume a senior operating
leadership role.
The Company intends to file a Current Report on Form
8-K with the U.S. Securities and Exchange Commission in connection with execution of the LOI, which will include additional details regarding
the proposed transaction. The proposed transaction is subject to the execution of definitive agreements and shareholder approvals as required
by the NYSE American Exchange.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the potential business combination
with Medterra, terms and benefits of such transaction and other future events and contingencies relating thereto, including the potential
benefits of such a transaction, anticipated regulatory developments in the cannabinoid product industry and the prospective market for
such products. Forward-looking statements are prefaced by words such as “anticipate,” “expect,” “plan,”
“could,” “may,” “will,” “should,” “would,” “intend,” “seem,”
“potential,” “appear,” “continue,” “future,” believe,” “estimate,” “forecast,”
“project,” and similar words. Forward-looking statements are based on our current expectations and assumptions regarding our
business and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties,
risks and changes in circumstances that are difficult to predict. We caution you, therefore, against relying on any of these forward-looking
statements. Our actual results may differ materially from those contemplated by the forward-looking statements for a variety of reasons,
including, without limitation, our ability to negotiate and enter into a definitive agreement, our need to raise sufficient capital to
repay Medterra’s indebtedness which will be a condition to closing and additional funding to meet our working capital needs, our
ability to reach an agreement with Medterra’s lender on the value of certain warrants, the need for consents and approvals from
third parties to proceed with the transaction and any risks and uncertainties which may arise from any failure to obtain such consents
and approvals, the possibility that the acquisition does not yield the benefits expected or desired, our ability to maintain our listing
on NYSE American before or following the transaction including the fact that the NYSE American must approve the change of control, regulatory
uncertainty and our need to comply with regulations with respect to Medterra’s business which operates in a highly regulated industry,
the impact of any future U.S. action on tariffs and U.S. trade policy and other government actions, external forces such as geopolitical
conflicts and the possibility of a recession in the U.S. and abroad, the possibility that projections and assumptions on which the forward-looking
statements are based prove to be incorrect including the possibility that positive regulatory reform in the cannabinoid product industry
does not occur as or to the extent expected or desired, and the Risk Factors contained in our Prospectus filed January 6, 2026. Any forward-looking
statement made by us in this presentation speaks only as of the date on which it is made. Factors or events that could cause our actual
results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly
update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required
by law.
