[8-K] SPLASH BEVERAGE GROUP, INC. Reports Material Event

Rhea-AI Filing Summary

Splash Beverage Group, Inc. entered into a new letter agreement with C/M Capital Master Fund, LP, the investor in its existing equity line of credit. Instead of issuing the investor equity "Commitment Shares" under the prior agreement, the company issued a promissory note with an initial principal amount of $525,000, which can increase to $700,000 based on future sales under the equity line. The note bears no interest unless there is an event of default, when interest would accrue at 10% per year, and it matures on January 26, 2028.

After repayment of earlier notes to the investor and an affiliate, the new note must be prepaid from net proceeds under the equity line. Once the company receives the first $3 million of net proceeds, 30% of any additional net proceeds under the facility will be applied to mandatory prepayments of the note. The transactions related to this structure were treated as unregistered and relied on exemptions under Section 4(a)(2) and Rule 506(b) of the Securities Act.

Insights

Capital structure and credit analyst

Splash replaces equity commitment shares with a structured note tied to its equity line facility.

Splash Beverage Group replaced previously agreed equity "Commitment Shares" under its equity line of credit with a promissory note to the same investor, C/M Capital Master Fund, LP. The note’s initial principal is $525,000, with potential to increase to $700,000 depending on future sales under the equity line. This shifts the investor’s consideration from immediate equity issuance to a debt-like instrument that is linked to ongoing use of the facility.

The note carries no interest unless an event of default occurs, when a 10% annual rate would apply, and it matures on January 26, 2028. After repayment of prior notes, the company must use 30% of net proceeds above the first $3 million raised under the equity line to prepay this note, tying repayment to future capital raises. Actual impact on liquidity and leverage will depend on how actively the company utilizes the equity line and whether any default occurs.

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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): January 26, 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 January 26, 2026, Splash Beverage Group, Inc., a Nevada corporation (the “Company”) entered into an agreement (the “Letter Agreement”) with C/M Capital Master Fund, LP (the “Investor”) which Investor is the counterparty to that certain Securities Purchase Agreement dated September 19, 2025 establishing an equity line of credit facility between the Company and the Investor (the “ELOC Agreement”). Pursuant to the Letter Agreement, the Company in lieu of issuing the Investor shares of common stock referred to in the ELOC Agreement as the “Commitment Shares”, as such term is defined and described in the ELOC Agreement, the Company instead issued to the Investor a promissory note (the “Note”). A copy of the ELOC Agreement was previously filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 25, 2025.

The Note has an initial principal amount of $525,000, which shall be subject to increase up to $700,000 in connection with sales made under the ELOC Agreement which increase, if applicable, would reflect the additional 0.5% of Commitment Shares the Investor was previously entitled to receive under the ELOC Agreement.

The Note bears no interest unless an event of default occurs whereupon interest accrues at a rate of 10% per annum, and matures on January 26, 2028.

In addition, following the repayment of prior promissory notes originally issued on September 22, 2025 to the Investor and an affiliate, the Note is subject to mandatory prepayments from net proceeds received by the Company under the ELOC Agreement after the first $3 million of net proceeds equal to 30% of any further net proceeds.

The foregoing descriptions of the terms of the Letter Agreement and the Note and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are incorporated by reference as set forth in Exhibits 4.1 and 10.1 of this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 is incorporated by reference into this Item 3.02. To the extent that such transactions were deemed to be unregistered, they were exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit #		Exhibit Description
4.1		Form of Promissory Note
10.1		Form of Letter Agreement

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 26, 2026

	SPLASH BEVERAGE GROUP, INC.
	By:	/s/ William Meissner
		William Meissner, President