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2025-08-29
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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 29, 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:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange on which registered |
| Common
Stock, $0.001 per value per share |
SBEV |
NYSE
American LLC |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On August 29, 2025, Splash Beverage Group, Inc. (the “Company”)
held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved
an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock from 7.5 million
(7,500,000) to 400 million (400,000,000) shares.
The amendment was filed with the Secretary of State of the State of Nevada on August 29, 2025 and became effective upon filing.
The full text of the Certificate of Amendment to the Articles of Incorporation is attached hereto as Exhibit 3.1 and incorporated herein
by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Meeting, a quorum was present. The final voting results
of the proposal to amend the Company’s Articles of Incorporation to increase the authorized common stock were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 23,468,287 |
2,033,936 |
1,807 |
0 |
Abstentions and broker non-votes, if
any, had no effect on the outcome of the vote other than being counted for purposes of establishing a quorum. Of the votes cast at the
Special Meeting, approximately 92.02% were voted in favor of the proposal. Accordingly, the proposal was approved by the stockholders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 3.1 |
Certificate of Amendment to the Articles of Incorporation of Splash Beverage Group, Inc., filed with the Nevada Secretary of State on August 29, 2025 |
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. |
| |
|
| |
By: |
/s/
Robert Nistico |
| Date: September 4, 2025 |
Name: |
Robert Nistico |
| |
Title: |
Chief Executive Officer |
