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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): February 2, 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 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Officers.
(d)
On February 2, 2026, the Board of Directors (the “Board”)
of Splash Beverage Group, Inc. (the “Company”) increased the size of the Board to five directors and appointed Brady Cobb
to serve as a director of the Company to fill the newly created vacancy, effective immediately.
There are no arrangements or understandings between
Mr. Cobb and any other person pursuant to which he was selected as a director. Mr. Cobb has no family relationships with any director
or executive officer of the Company, and there are no transactions in which he has an interest requiring disclosure under Item 404(a)
of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On February 6, 2026, the
Company issued a press release announcing Mr. Brady’s appointment. 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 # |
|
Exhibit Description |
| 99.1 |
|
Press Release dated February 6, 2026 |
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: February 6, 2026
| |
SPLASH BEVERAGE GROUP, INC. |
| |
|
|
| |
By: |
/s/ William Meissner |
| |
|
William Meissner, President |
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Splash Beverage Group Appoints Brady Cobb
to Board of Directors as Company Advances “Splash 2.0” Strategy
Fort Lauderdale, FL – February 6,
2026 – Splash Beverage Group, Inc. (NYSE American: SBEV)
(“Splash” or the “Company”),
today announced the appointment of Brady Cobb to its Board of Directors. Mr. Cobb’s appointment further strengthens Splash’s
board as the Company continues executing on its previously announced Splash 2.0 strategic reset, marked by refreshed governance, expanded
scope, and renewed focus on high-growth consumer categories and brands, including federally compliant CBD and hemp. With President Trump’s
historic signing of an executive order in December 2025 directing the Attorney General to commence a rulemaking process to reschedule
cannabis from schedule I to schedule III and to develop a regulatory framework for hemp and CBD, Splash is excited to reshape its board
and management team to be ready to execute upon strategic opportunities in this exciting space in a compliant and lawful fashion.
Mr. Cobb is a nationally recognized entrepreneur,
attorney/lobbyist, and strategist with deep experience in emerging cannabinoid regulated markets, legal and regulatory matters, brand
curation and expansion and capital markets. He has founded, operated, and advised multiple high-growth platforms across cannabis, wellness,
and consumer packaged goods, and brings a unique combination of operational, regulatory, and transactional expertise to Splash’s
board. In particular, Mr. Cobb has been deeply embedded in policy- making and regulatory matters both at the legislative and executive
level in Florida and Washington DC. He also is a regular guest/contributor on CNBC, Bloomberg, Fox Business, Cheddar, and Yahoo Finance,
and has been a guest lecturer at Harvard Business School and the Stoops Law Center at Florida State University.
“We are very excited to have Brady
join the Board, as part of meaningful steps forward in the evolution of Splash,” said Bill Caple, Chairman of Splash Beverage Group.
“As we reset the Company following our leadership and board transition, our focus has been on adding directors who bring both strategic
clarity and executional depth to support Splash’s evolution into broader consumer platforms and brands. Brady has been actively
engaged in helping shape Splash 2.0, and his insights into emerging categories, disciplined growth, and regulatory environments, as well
as his extensive experience and reach, will be invaluable as we move into our next phase.”
As part of Splash 2.0, the Company has
emphasized a deliberate expansion into adjacent, high-growth consumer sectors, including products and platforms that benefit from evolving
regulatory frameworks and increasing consumer acceptance. Splash believes that continued regulatory clarity and responsible market development
are opening new channels and opportunities, particularly in cannabinoid-adjacent and THC- related categories, where disciplined and experienced
operators, strong governance and consistent execution will be essential attributes as the industry matures.
Brady Cobb, new member of Splash Beverage
Group’s Board of Directors added: “I have been active in the cannabis and hemp sector for over a decade on a myriad of fronts
including legal/regulatory, legislative policy making and reform, brand building and operations, and I am excited to partner with the
Splash 2.0 team as we work to find and unlock value for our shareholders in this emerging marketplace that is set to enter a new more
mature phase. Our core focus will be on brands with a proven track record of delivering consistent products and formulations.”
Splash leadership noted that, after navigating
a challenging period, the Company is entering this next chapter with renewed optimism. The combination of refreshed governance, focused
execution, and selective category expansion is expected to position Splash to unlock new growth drivers while maintaining a strong commitment
to compliance, transparency, and shareholder value creation. Additional announcements in furtherance of this pivot to Splash 2.0 will
be forthcoming.
About Splash Beverage Group, Inc.
Splash Beverage Group, Inc. owns a portfolio
of alcoholic and non-alcoholic beverage brands. The
Company’s strategy includes developing
early-stage consumer brands as well as acquiring and accelerating established brands with unique market positioning or category innovation.
Led by an experienced management team, Splash focuses on scaling its portfolio through strategic acquisitions, disciplined brand development,
and expansion of its national and international distribution network.
More information:
www.SplashBev.com
www.chispotequila.com
www.nimbuschill.com
Follow Splash Beverage Group on X (Twitter):
www.twitter.com/SplashBev
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
strategy, leadership and board evolution, anticipated contributions of new directors, expectations with respect to the Company’s
Splash 2.0 strategic initiative, potential expansion beyond the Company’s historical beverage categories, anticipated benefits of
entering adjacent or emerging regulated consumer sectors, the Company’s ability to identify, pursue, and execute strategic opportunities,
transactions or combinations, and expectations regarding future growth and value creation.
Forward-looking statements are prefaced
by words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,”
“should,” “would,” “intend,” “seem,” “potential,” “appear,” “continue,”
“future,” “believe,” “estimate,” “forecast,” “project,” and similar words.
Forward-looking statements are based on our current expectations and assumptions regarding our business, governance, strategy, regulatory
environment and other future conditions.
Because forward-looking statements relate
to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. We caution
you, therefore, against relying on any of these forward-looking statements. Our actual results may differ materially from those contemplated
by the forward-looking statements for a variety of reasons, including, without limitation, risks related to our ability to successfully
execute on our strategic initiatives, including expansion into new or adjacent sectors, our ability to identify, negotiate and consummate
strategic transactions or collaborations on favorable terms or at all, the evolving and uncertain regulatory landscape applicable to certain
emerging consumer product categories, our need for additional capital to fund operations and strategic initiatives and our ability to
access such capital on favorable terms or at all, our ability to meet regulatory requirements, including the rules of the New York Stock
Exchange and maintain the listing of our Common Stock on the NYSE American, our ability to meet our debt obligations and the negative
financial and operational consequences of failing to do so, our ability to generate material revenue from our businesses, challenges associated
with integrating new businesses, brands or platforms, external factors such as geopolitical conflicts, macroeconomic conditions and the
possibility of a recession in the U.S. and abroad, the possibility that projections and assumptions on which the forward-looking statements
are based prove to be incorrect, intense competition in our industry, challenges in protecting and maintaining intellectual property rights,
and, if we pursue strategic alternatives, the risks inherent in evaluating and consummating any such alternatives.
Additional risks and uncertainties are described
in the Risk Factors contained in our Final Prospectus on Form 424b3 filed with the Securities and Exchange Commission on January 6, 2026.
Any forward-looking statement made by
us in this press release speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ
may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any
forward- looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
