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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): June
8, 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 June 9, 2026, Splash Beverage Group, Inc. (the
“Company”) invested $217,479.24 and purchased 2,000,000 common shares and 1,000,000 warrants of Avicanna Inc. (TSX:AVCN) in
a private placement transaction. Avicanna is a commercial-stage cannabinoid-based biopharmaceutical company focused on clinical research,
patient care, and developing pharmaceutical products. The investment represents a strategic capital allocation aligned with the Company’s
previously announced plans to pivot into a cannabinoid-based health, wellness, and healthcare-focused platform company, and management
is in discussions with the leadership of Avicanna regarding potential future transactions.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Michael Bondurant Appointment
On June 8, 2026, the Board of Directors (the “Board”)
of the Company appointed Michael Bondurant, as the Company’s Chief Operating Officer, effective immediately.
Mr. Bondurant is an experienced
operator and entrepreneur with a track record of building, scaling, and fixing businesses across banking, technology, and cannabis. From
May 2019 through June 2021, Mr. Bondurant was the Chief Operating Officer of Bluma Wellness Corp (BWELL:CSE) d/b/a One Plant Cannabis,
and successfully served on the management team that guided the company to a merger transaction with leading multistate operator Cresco
Labs in an all stock transaction valued at $213,000,000. Next, he served as a founder and the Chief Operating Officer of Green Sentry
Holdings, LLC, d/b/a Sunburn Cannabis from August 2022 through December 2023, and has been engaged as a consultant specializing in operational
turn arounds and strategic guidance from December 2023 through present.
There are no arrangements or understandings between
Mr. Bondurant and any other persons, pursuant to which he was selected as Chief Operating Officer, no family relationships among any of
the Company’s directors or executive officers and Mr. Bondurant, and there are no related party transactions involving Mr. Bondurant
that would require disclosure under Item 404(a) of Regulation S-K.
Employment Terms
On June 8, 2026, the Board approved employment terms for Brady Cobb, the Company’s
Interim Chief Executive Officer, pursuant to which Mr. Cobb is entitled to an annual base salary of $300,000 and a performance bonus of
$50,000 upon the Company’s increase in market capitalization of $5,000,000 by October 30, 2026. Further, if the Company increases
market capitalization to over $10,000,000 by December 31, 2026, Mr. Cobb is eligible to receive an additional one-time performance bonus
of $50,000. For any additional market capitalization above $10 million in 2026, Mr. Cobb will be eligible for a 3% bonus on all additional
market capitalization above $10 million in 2026 , up to a maximum of an additional $300,000 potential bonus. After 2026, he will be eligible
to receive performance bonuses subject to the Company achieving revenue targets and profit goals mutually set by the management team and
the Board or Compensation Committee. In addition, on June 8, 2026 Mr. Cobb was granted 925,000 options to purchase Common Stock. See “Option
Grants” below.
On June 8, 2026, the Board approved employment terms for Mr. Bondurant. Pursuant
to which Mr. Bondurant is entitled to an annual base salary of $275,000 and a performance bonus of $50,000 upon the Company’s increase
in market capitalization of $5,000,000 by October 30, 2026. Further, if the Company increases market capitalization to over $10,000,000
by December 31, 2026, Mr. Bondurant is eligible to receive an additional one-time performance bonus of $50,000. For any additional market
capitalization above $10 million in 2026, Mr. Bondurant will be eligible for a 3% bonus on all additional market capitalization above
$10 million in 2026, up to a maximum of an additional $300,000 potential bonus. After 2026, he will be eligible to receive performance
bonuses subject to the Company achieving revenue targets and profit goals mutually set by the management team and the Board or Compensation
Committee. In addition, on June 8, 2026 Mr. Bondurant was granted 800,000 options to purchase Common Stock. See “Option Grants”
below.
Option Grants
On June 8, 2026, on the recommendation of the Compensation
Committee of the Board, the Board approved the following grants of 10-year stock options to purchase shares of the Company’s Common
Stock under the Company’s 2025 Equity Incentive Plan (the “2025 Plan”), each with an exercise price of $0.25 per share,
to certain officers, directors, employees and consultants. These option grants are summarized below, and except as otherwise indicated
are fully vested. These option grants constitute all of the shares of Common Stock reserved for issuance under the 2025 Plan:
| ● | Brady
Cobb, Interim Chief Executive Officer and director: 925,000 options |
| ● | Michael
Bondurant, Chief Operating Officer: 800,000 options |
| ● | Martin
Scott, Chief Financial Officer: 700,000 options |
| ● | Francis
Knuettel, director: 500,000 options |
| ● | William
Caple, director: 500,000 options |
| ● | Thomas
Fore, director: 500,000 options |
| ● | Chrisopher
Polaszek, acting general counsel: 340,780 options |
| ● | Peter
Lipinsko, Finance: 50,000 options |
| ● | Justin
Yorke, consultant/former director: 500,000 options with vesting pursuant to his consulting
agreement as follows: (i) 250,000 options are vested upon grant, and (ii) 250,000 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 he
is terminated for cause, he will not be entitled to any unearned or unvested compensation. |
| ● | William
Meisnner, consultant/former President: 250,000 options with vesting pursuant to his consulting
agreement as follows: (i) 125,000 options are vested upon grant, and (ii) 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 he
is terminated for cause, he will not be entitled to any unearned or unvested compensation. |
| ● | Robert
Nistico, consultant, former CEO/director: 250,000 options with vesting pursuant to his consulting
agreement as follows: The first vesting is if the Company acquires Medterra CBD, LLC. If
the first vesting threshold is met: (i) 125,000 options vest immediately, and (ii) 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 he is terminated for cause, he will not be entitled to any unearned or unvested compensation. |
Strategic Transformation Restricted Stock Unit (“RSU”) Plan
On June 8, 2026 the Company’s Board voted to
approve and adopt a Strategic Transformation Restricted Stock Unit Plan (the “RSU Plan”) designed to align management, directors,
and key advisors with the successful execution of the Company’s strategic transition into the cannabinoid wellness and pharmaceutical
sectors. This RSU Plan is not designed to reward a transaction; but rather is designed to reward the successful transformation of the
Company and the creation of sustainable stockholder value.
The Company has publicly communicated its intention
to pursue strategic alternatives that may result in a merger, acquisition, business combination, or other transformational transaction
that positions the Company for long-term growth and stockholder value creation.
The Board approved the RSU Plan recognizing that successfully
identifying, negotiating, financing, closing, and integrating such a transaction, while simultaneously restoring and maintaining compliance
with applicable NYSE listing standards, will require extraordinary efforts from management, directors, and key advisors.
The RSU Plan, which is subject to stockholder approval
in accordance with NYSE American rules, is summarized as follows:
Proposed Plan Structure
The RSU Plan will represent 20% of the Company’s
fully diluted shares outstanding, which is presently approximately 8,373,000 shares.
Adoption of the RSU Plan requires and will not be
effective prior to the Company obtaining stockholder approval.
Stockholder approval of the RSU Plan is expected to
be an express closing condition to any merger, business combination, change of control transaction, or other strategic transaction approved
by the Board.
Awards under the RSU Plan will be determined by the
Compensation Committee and Board of Directors based upon contributions to the successful execution of the Company’s strategic transformation.
Vesting Framework
Subject to stockholder approval, the RSU Plan is expected
to have the following performance-based vesting structure:
• 50% of awarded RSUs vest upon closing
of the strategic transaction (inclusive of stockholder approval of the RSU Plan);
• 25% of awarded RSUs vest upon achievement
of NYSE listing compliance including with respect to the recent notice of stockholders’ equity deficiency received by the Company;
• 25% of awarded RSUs vest six months
following achievement of the NYSE compliance referred to above, subject to continued service and/or a consulting role.
Strategic Rationale
The proposed RSU Plan is intended to directly align
the interests of management, directors, and key advisors with those of stockholders. Unlike traditional equity compensation programs,
the proposed awards will be tied to the successful completion of a transformational transaction and the achievement of critical post-closing
milestones that are expected to drive long-term stockholder value.
The Board believes this structure will appropriately
reward performance, promotes retention through a critical transition period, and ensures that participants realize value only upon the
successful execution of the Company’s strategic objectives. Management and the Board are effectively committing a significant portion
of their future compensation opportunity to the successful completion of the Company’s transformation strategy, including the achievement
of NYSE compliance and the delivery of a transaction designed to maximize shareholder value.
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: June 12, 2026
| |
SPLASH BEVERAGE GROUP, INC. |
| |
|
|
| |
By: |
/s/ Brady Cobb |
| |
|
Brady Cobb, Interim Chief Executive Officer |
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