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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): October
27, 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 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 3.02 Unregistered Sales of Equity Securities.
ELOC Sales
On January 27, 2026, Splash Beverage Group, Inc. (the
“Company”) sold a total of 145,029 shares of common stock for total gross proceeds of $98,170 under that certain Common Stock
Purchase Agreement and Registration Rights Agreement dated September 19, 2025 (collectively, the “ELOC Agreement”), which
ELOC Agreement was previously disclosed on the Company’s Current Report on Form 8-K filed on September 25, 2025.
Conversion of Convertible Promissory Notes
On October 27, 2025, November 25, 2025, and December
11, 2025, the Company issued a total of 360,648 shares of common stock upon the conversion of a total of $200,000 of convertible notes.
The sales made under the ELOC Agreement were exempt
from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder. The conversions of the convertible
notes were exempt from registration under 3(a)(9) of the Securities Act of 1933.
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: January 30, 2026
| |
SPLASH BEVERAGE GROUP, INC. |
| |
|
|
| |
By: |
/s/ William Meissner |
| |
|
William Meissner, President |
