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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 14, 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.) |
|
1112 N. Flagler Drive
Fort Lauderdale,
Florida |
|
33304 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area
code: (954) 648-7238
(Former name or former address, if changed since last
report.): n/a
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)) |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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. ☐
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 par value |
|
SBEV |
|
NYSE American LLC |
Item 7.01 Regulation FD Disclosure
On July 14, 2026, Splash Beverage Group, Inc. issued
a press release announcing recent settlement agreements with respect to certain obligations and improvements to its balance sheet, and
a 1-for-4 reverse stock split. 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 |
|
Description |
| 99.1 |
|
Press Release dated July 14, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. |
| |
|
|
| Date: July 14, 2026 |
By: |
/s/ Brady Cobb |
| |
Name: |
Brady Cobb |
| |
Title: |
Interim Chief Executive Officer |
EXHIBIT 99.1
Splash Beverage Group Announces Significant Balance
Sheet Improvement and Board Approval of Reverse Stock
Split as Company Continues Strategic Transformation
FORT LAUDERDALE, Fla., July 14, 2026 – Splash
Beverage Group, Inc. (NYSE American: SBEV) (“Splash,” “Splash Beverage” or the “Company”) today announced
two significant actions designed to strengthen the Company’s financial position and advance its previously announced NYSE American
compliance plan.
The Company has successfully negotiated settlements with
multiple legacy creditors representing approximately $3.3 million of accounts payable and accrued liabilities for aggregate cash consideration
of approximately $550,000. As a result, Splash expects to recognize an approximate $2.75 million gain from the extinguishment of indebtedness,
subject to final accounting review. The liability settlements announced today are expected to eliminate approximately 84% of the negotiated
obligations while requiring only approximately 17% of their face value to satisfy those claims.
In
addition, the Company's Board of Directors has approved a 1-for-4 reverse stock split of
the Company's issued and outstanding common stock. The details of the reverse stock split
are described below.
The reverse stock split is intended to support the Company’s
continued compliance with NYSE American’s minimum share price requirements and forms an important component of the Company’s
previously announced Exchange-approved compliance plan.
Brady Cobb, Interim Chief Executive Officer, commented:
“Today’s announcement reflects continued execution against the strategic and financial roadmap we presented to both our shareholders
and the NYSE American. In just the past few months, we have secured acceptance of our NYSE compliance plan, strengthened our liquidity
through our effective equity line registration, substantially improved our balance sheet through negotiated settlements with legacy creditors,
completed our strategic investment in Avicanna, acquired the exclusive worldwide licensing rights to CannEpil®, and continue advancing
additional initiatives designed to create long-term shareholder value.”
“Negotiating approximately $3.3 million of legacy
liabilities down to roughly $550,000 is a meaningful accomplishment for our shareholders. Every unnecessary legacy obligation that we
remove strengthens our balance sheet, improves stockholders’ equity, and allows us to direct more resources toward executing our
long-term strategy. These settlement agreements reflect disciplined capital allocation and our commitment to rebuilding the Company’s
financial foundation.”
Reverse Stock Split Supports Continued NYSE American
Listing
The Company's Board of Directors has approved
a 1-for-4 reverse stock split of the Company's issued and outstanding common stock.
Upon effectiveness:
| ● | Every
four issued and outstanding shares of the Company’s common stock will automatically
combine into one share of common stock. |
| ● | Appropriate
proportional adjustments will be made to outstanding stock options, warrants, restricted
stock units, preferred stock conversion ratios, and shares reserved under the Company’s
equity incentive plans. |
| ● | No
fractional shares will be issued as a result of the reverse stock split. Instead, all fractional
shares will be rounded down to the nearest whole share. |
| ● | The
number of shares of common stock outstanding will be reduced from approximately 25.2 million
shares to approximately 6.3 million shares. |
| ● | The
number of shares of common stock authorized under the Company’s articles of incorporation
will be reduced from 400 million shares to 100 million shares. |
| ● | The
Company’s common stock will continue trading on the NYSE American under the symbol
“SBEV” and will receive a new CUSIP number of 84862C401. |
The reverse stock split will be effective after the market
closes on July 24, 2026 following the filing and effectiveness of an amendment to the Company’s articles of incorporation, with
the common stock trading on a post-split basis when the market opens on July 27, 2026.
The reverse stock split is intended to support the Company’s
continued compliance with NYSE American’s minimum share price requirements and is a key component of the Company’s previously
announced compliance plan accepted by the Exchange.
“The reverse stock split is an important corporate
action supporting our broader compliance strategy,” Cobb continued. “While a reverse stock split does not change the underlying
value of the Company, maintaining our NYSE American listing is critically important as we continue strengthening our balance sheet and
executing our compliance plan. We believe preserving our national exchange listing enhances our visibility, credibility, liquidity, and
ability to attract a broader universe of institutional and retail investors.”
“Our focus remains disciplined execution. We intend
to continue improving the Company’s financial position, achieving full compliance with NYSE American’s listing standards as
expeditiously as possible, and creating sustainable long-term value for our shareholders.”
About Splash Beverage Group, Inc.
Splash Beverage Group, Inc. (NYSE American: SBEV) is a publicly traded
company headquartered in Fort Lauderdale, Florida. The Company is pursuing a strategic transformation toward becoming a cannabinoid health,
wellness, and biopharmaceutical platform through disciplined capital allocation, strategic investments, acquisitions, and other platform-building
initiatives.
More Information
Splash Beverage Group
Contact Information
Splash Beverage Group
Info@SplashBeverageGroup.com
Media Contact
Angela Gorman
AMWPR
angela@amwpr.com
917-348-0083
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 Company’s efforts
towards balance sheet improvement, an anticipated $2.75 million gain from the extinguishment of indebtedness, capital raising efforts,
completion of a reverse stock split and NYSE American compliance efforts, and plans to create long-term shareholder value. Forward-looking
statements are prefaced by words such as “anticipate,” “expect,” “plan,” “could,” “may,”
“will,” “should,” “would,” “intend,” “potential,” “believe,” “estimate,”
“forecast,” “project,” and similar words.
Forward-looking statements are based on current expectations
and assumptions regarding the Company’s business and future conditions and are subject to inherent uncertainties, risks, and changes
in circumstances that are difficult to predict. Actual results may differ materially from those contemplated by such forward-looking statements
due to a variety of factors, including, without limitation, the possibility that our efforts and strategic initiatives we pursue do not
yield the benefits anticipated or sought, the possibility that projections and expectations with respect to our future operations and
financial results prove to be incorrect including with respect to the anticipated $2.75 million gain from the extinguishment of indebtedness,
our ability to raise the capital necessary to fund and execute on our strategic initiatives and otherwise meet our working capital needs,
our need to comply with NYSE American’s continued listing standards, our ability to recommence revenue generating activities with
our limited staffing, and the status of evolving regulatory conditions within the cannabinoid and wellness industries.
Additional information concerning these and other risk
factors is contained in the Company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form
10-K for the year ended December 31, 2025 and the Final Prospectus on Form 424B3 filed on June 26, 2026. Any forward-looking statement
made by the Company speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking
statements, whether as a result of new information, future developments, or otherwise, except as required by law.