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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):
June 3, 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) |
|
(Zip Code) |
Registrant’s telephone number, including area
code: (954) 745-5815
(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 June 3, 2026, Splash Beverage Group, Inc. issued
a press release providing a corporate update on its NYSE compliance process and strategic transaction initiatives. 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 June 3, 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: June 3, 2026 |
By: |
/s/ Brady
Cobb |
| |
Name: |
Brady Cobb |
| |
Title: |
Interim Chief Executive Officer |
EXHIBIT 99.1
Splash Beverage Group Provides Corporate Update on
NYSE Compliance Process and Strategic Transaction Initiatives
FORT LAUDERDALE, Fla., June 3, 2026 – Splash
Beverage Group, Inc. (NYSE American: SBEV) (“Splash” or the “Company”), today provided a corporate update regarding
its NYSE American compliance process, ongoing strategic transaction initiatives, and certain required disclosures.
NYSE American Compliance Update
As previously disclosed on May 5, 2026, the Company received
notice from NYSE Regulation on April 29, 2026 indicating that the Company was not in compliance with certain continued listing standards
related to stockholders’ equity.
In accordance with NYSE American requirements, Splash
submitted its compliance plan to the Exchange on May 28, 2026 outlining actions management has taken and intends to take in an effort
to restore compliance with applicable listing standards. The Company is currently engaged in ongoing dialogue with NYSE American staff
and is awaiting a determination regarding the plan.
If accepted, the plan would permit the Company to continue
executing its compliance initiatives during a cure period that could extend through January 29, 2027. While no assurance can be given
regarding the Exchange’s determination, management remains focused on maintaining the Company’s NYSE American listing and
advancing initiatives designed to strengthen its financial position.
Strategic Transaction Update
As disclosed in the Company’s Quarterly Report
on Form 10-Q filed on May 20, 2026, the previously announced non-binding Letter of Intent with Medterra CBD, LLC expired on May 4, 2026
without execution of a definitive agreement.
The Letter of Intent was non-exclusive, and since its
expiration the Company has continued actively evaluating strategic opportunities aligned with its transformation toward the cannabinoid
wellness sector. Management is currently engaged in discussions with multiple potential transaction counterparties and has advanced preliminary
negotiations with select parties.
The Company is evaluating several strong opportunities
based on several key criteria, including strategic fit, long-term shareholder value creation, capital structure considerations, and the
potential to mitigate dilution while supporting future growth initiatives.
As part of that, Splash believes the cannabinoid wellness
industry continues to present compelling opportunities for consolidation, brand development, and platform creation, supported by evolving
federal rules supporting the industry. The Company remains focused on identifying opportunities that leverage its public company infrastructure
while supporting established operators and brands within the federally compliant hemp-derived cannabinoid marketplace and, subject to
applicable regulatory and exchange approvals, broader cannabinoid wellness categories.
Management Commentary
“We continue to make progress on multiple fronts,”
said Brady Cobb, Interim Chief Executive Officer of Splash Beverage Group. “The submission of our NYSE compliance plan represents
an important milestone, while our strategic review process remains active and focused on identifying opportunities that we believe can
create long-term value for shareholders. Our objective is to execute a transaction that is strategically compelling, financially responsible,
and aligned with our vision of building a leading cannabinoid wellness platform.”
Going Concern Disclosure
Pursuant to Section 610(b) of the NYSE American Company
Guide, the Company reports that its audited consolidated financial statements for the fiscal year ended December 31, 2025, included in
its Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2026, contain an audit opinion from its
independent registered public accounting firm that includes an explanatory paragraph regarding the Company’s ability to continue
as a going concern.
This disclosure is being made solely to satisfy NYSE
American requirements and does not reflect any amendment or restatement of the Company’s previously filed financial statements or
Annual Report on Form 10-K.
More Information
Splash Beverage Group
Contact Information
Splash Beverage Group
Info@SplashBeverageGroup.com
Dennis Burns
567-237-4132
dburns@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 NYSE compliance
efforts and ability to regain and maintain compliance with NYSE American listing requirements including a potential cure period for its
current deficiency, its efforts and opportunities with respect to potential acquisitions and strategic transactions and the potential
benefits or features of any such transaction, and market opportunities presented by the cannabinoid wellness industry wherein the Company’s
strategic transaction efforts are presently focused. 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 Company’s ability to negotiate and enter into definitive agreements
related to any potential acquisitions or strategic transactions, obtain necessary approvals and consents, satisfy closing conditions,
raise sufficient capital, maintain compliance with NYSE American listing standards and avoid a delisting including with respect to its
recently submitted compliance plan or as may arise from recent declines in its stock price or any action the NYSE American may take, challenges
in identifying liabilities and risks in a transaction and in successfully integrate operations of any acquired business, and our ability
to respond to 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. 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.
