[8-K] Splash Beverage Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Splash Beverage Group (NYSE American: SBEV) filed an 8-K to disclose that it regained full compliance with the NYSE American continued-listing standards.

• On 28 Jul 2025 NYSE Regulation sent two letters confirming resolution of all previously cited deficiencies under Sections 1003(a)(i-iii) (stockholders’ equity/market-cap tests) and Section 1007 (late filings).
• “.BC” (below-compliance) and “LF” (late-filer) indicators will be removed before the open on 29 Jul 2025; the company also exits the exchange’s non-compliant issuer lists.
• The turnaround followed the company’s filing on 11 Jul 2025 of its delayed Form 10-K FY-2024 and Form 10-Q Q1-2025.
• SBEV remains subject to the exchange’s normal monitoring but faces no immediate delisting risk.

No earnings, guidance or transactional data were provided; the disclosure is limited to listing status.

Positive

• Regained full NYSE American compliance, removing imminent delisting threat.
• Removal of “.BC” and “LF” tags may broaden investor universe and improve liquidity.
• Delayed Form 10-K FY-2024 and Form 10-Q Q1-2025 were filed, indicating reporting functions restored.

Negative

• Company remains under ongoing NYSE monitoring; future deficiencies could re-emerge.
• Filing lacks financial performance details, so underlying business health is still unclear.

Insights

Equity Research Analyst

TL;DR: Delisting risk removed; modestly positive for equity valuation.

Regaining compliance eliminates a principal overhang that had pressured SBEV’s share price and liquidity since Oct 2023. The disappearance of the .BC and LF flags should reopen portions of the institutional and index-tracking investor base that avoid non-compliant names, potentially improving trading volumes and lowering cost of capital. While no financial metrics were released, timely filing of 10-K/10-Q suggests internal controls have stabilised. Rating: +1 (positive impact).

Corporate Governance Specialist

TL;DR: Governance remediation achieved; monitoring continues.

Clearing Sections 1003 and 1007 signals the board addressed equity shortfalls and reporting delays, reflecting strengthened oversight. However, ongoing NYSE monitoring means the company must maintain improved controls and capital levels. Investors should watch future equity raises and audit-timeliness to ensure the fix is durable. Rating: +1.

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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 28, 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
Warrants to purchase shares of Common Stock	SBEV-WT	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 7.01. Regulation FD Disclosure.

On July 30, 2025, Splash Beverage Group, Inc. (the “Company”) issued a press release announcing that it had regained compliance with the continued listing standards of the NYSE American LLC. A copy of the press release is furnished as Exhibit 99.1 to 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, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On July 28, 2025, the Company received two letters from NYSE Regulation confirming that the Company has regained compliance with applicable continued listing standards of the NYSE American LLC (the “Exchange”).

The first letter stated that the Company is back in compliance with all of the NYSE American continued listing standards set forth in Part 10 of the NYSE American Company Guide. Specifically, the Company resolved the previously identified deficiencies under Sections 1003(a)(i), (ii), and (iii) of the Company Guide, as referenced in the Exchange’s letters dated October 6, 2023, December 20, 2023, and June 5, 2024. As a result, the “.BC” indicator will be removed and the Company will be taken off the Exchange’s list of noncompliant issuers as of the opening of trading on July 29, 2025. The Company will remain subject to NYSE Regulation’s normal continued listing monitoring going forward.

The second letter confirmed that the Company filed its previously delayed Form 10-K for the fiscal year ended December 31, 2024, and Form 10-Q for the quarter ended March 31, 2025, on July 11, 2025. As a result, the Company has regained compliance with Section 1007 of the NYSE American Company Guide. The “LF” indicator on the Company’s NYSE pages will be removed, and the Company will be removed from the list of late filers maintained on the NYSE’s Listed Standards Filing Status page.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit #		Exhibit Description
99.1*		Press Release dated July 30, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 *The information contained in this Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.

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: July 30, 2025

	SPLASH BEVERAGE GROUP, INC.
	By:	/s/ Robert Nistico
		Robert Nistico, Chief Executive Officer

FAQ

Why did Splash Beverage Group file this 8-K?

To announce it has regained compliance with NYSE American listing standards and the related deficiency tags will be removed.

When will the .BC and LF indicators be removed from SBEV’s ticker?

At the opening of trading on 29 Jul 2025.

Which listing standards did SBEV cure?

Deficiencies under Sections 1003(a)(i), (ii), (iii) (equity/market-cap) and Section 1007 (late filings) of the NYSE American Company Guide.

Did Splash Beverage release any earnings or guidance in this filing?

No. The 8-K focuses solely on listing-status compliance; no financial performance data were provided.

What reports were filed to regain compliance with Section 1007?

The previously delayed Form 10-K for FY 2024 and Form 10-Q for Q1 2025, both filed on 11 Jul 2025.