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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): April
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 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 April 28, 2025, Splash Beverage Group,
Inc. (the “Company”) borrowed $30,000 from DMF Ventures, LLC (“DMF”). In addition to the loan that has been repaid,
the Company granted DMF an option to purchase $300,000 of the Company’s common stock at a per share price equal to 50% of the seven-day
VWAP of the Company’s common stock, which option expires on April 27, 2035.
On May 27, 2025,
the Company sold Series A-1 Convertible Preferred Stock (the “Series A-1”) to Kevin Digmann in exchange for $200,000. In conjunction
with the sale of Series A, the Company entered into a Shareholder Rights Agreement with Mr. Digmann under which the Company granted an
option to purchase $200,000 of common stock using a 20% discount to the five-day VWAP, which option expires May 27, 2026. This option
is ambiguous in that it refers to the right to purchase 100% of the purchase price for the Series A at the 20% discount although the Series
A does not trade publicly. The Shareholder Rights Agreement also provides that the Series A shall be convertible at the lower of $4.00
of 80% of the five-day VWAP subject to a floor price of $1.25. The conversion right expires on May 27, 2027 after which the Company may
redeem the Series A-1 held by him. The Series A also pays a 12% annual cumulative dividend payable quarterly in cash or in kind. Finally,
the Company issued Mr. Digmann warrants to purchase 50,000 shares of common stock exercisable at $4.00 bearing on May 27, 2030.
On
April 28, 2026, the Company entered into an agreement with the holder of outstanding Series D Convertible
Preferred Stock in which the holder agreed to cancel the Series D Convertible Preferred Stock in exchange for 227,200 shares of
common stock. The common stock will be issued upon approval of the supplemental listing application we plan to file with the NYSE American.
The issuance of common stock in connection
with the exercise of these options and in connection with the other securities described above will result in potential dilution to the
Company’s shareholders as outlined above.
Item 1.02 Termination
of Material Definitive Agreement.
To the extent required by
Item 1.02 of Form 8-K, the information set forth in Item 1.01 is incorporated by reference into this Item 1.02.
Item 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 29, 2026, the Company received notice from NYSE Regulation (the “NYSE”)
that the Company is not in compliance with the shareholders’ equity requirement of $6 million as of December 31, 2025 as outlined
in Section 1003(a)(i), (ii), and (iii) of the Company Guide. The NYSE noted that that the Company’s actual shareholders’ equity
was ($15,300,828). The Company must submit a plan by May 29, 2026 advising the NYSE of actions it has taken or will take to regain compliance
with the continued listing standards by January 29, 2027. It expects that if it closes its announced merger with Medterra CBD, LLC, it
will meet the shareholders’ equity rule.
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. The Company believes that such transactions were
exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
Withdrawal of Designation of Series
D Convertible Preferred Stock
On May 4, 2026, the Company
filed a Certificate of Withdrawal (the “Withdrawal of Designation”) with the Secretary of State of the State of Nevada and
terminated the designation of its Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D”). At the
time of filing the Withdrawal of Designation, there were no shares of Series D issued and outstanding. The Withdrawal of Designation became
effective upon filing.
The foregoing description
of the Withdrawal of Designation is qualified in its entirety by reference to the full text of the Withdrawal of Designation, a copy of
which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On May 5, 2026, the Company issued a press release
announcing the receipt of the notice from the NYSE. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section. Furthermore, the information contained in this Item 7.01 shall not be deemed to be incorporated by reference in any filing under
the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such
a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit # |
|
|
Exhibit Description |
|
| 3.1 |
|
|
Withdrawal of Certificate of Designation of Series D |
|
| 99.1 |
|
|
Press Release dated May 5, 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: May 5, 2026
| |
SPLASH BEVERAGE GROUP, INC. |
| |
|
|
| |
By: |
/s/ Martin Scott |
| |
|
Martin Scott, Chief Financial Officer |
EXHIBIT 99.1
Splash Beverage
Group Receives NYSE Notice Regarding Shareholders’ Equity Requirement; will execute a plan to Regain Compliance
FORT LAUDERDALE, Fla., May 4, 2026 — Splash Beverage
Group, Inc. (NYSE American: SBEV) (“Splash” or the “Company”), (the “Company”) today announced
that on April 29, 2026, it received a notice from NYSE Regulation (the “NYSE”) indicating that the Company is not currently
in compliance with the NYSE’s continued listing standards related to minimum shareholders’ equity. In accordance with NYSE
requirements, the Company is required to submit a plan by May 29, 2026, outlining the actions it has taken or will take to regain compliance.
If the plan is accepted, the Company may be granted a cure period extending through January 29, 2027 to restore compliance with the continued
listing standards.
Management Commentary
“Since stepping into this new phase of leadership, our priority has
been to bring discipline, transparency, and a rigorous compliance framework to the organization,” said Brady Cobb, Board member
of Splash. “We are taking decisive steps to strengthen our balance sheet and align the Company with NYSE standards. Our focus is
not just on regaining compliance, but on building a more resilient and accountable enterprise for the long term.”
As previously announced, the Company entered into a letter of intent (the
“Letter”) with Medterra CBD, LLC (“Medterra”), a leading manufacturer and multi-brand operator of federally compliant
cannabinoid wellness products. The parties agreed in principal on the terms of a potential business combination between Medterra and the
Company (the “Merger”), which the Merger would be subject to further due diligence and execution of a definitive Merger Agreement
and other applicable agreements, including shareholder approval, and customary closing conditions. The Company has delivered a draft of
the proposed Merger Agreement to Medterra and is awaiting comments.
More information:
https://splashbeveragegroup.com
Contact Information:
Splash Beverage Group 954-745-5815 Info@SplashBeverageGroup.com
Dennis Burns 567-237-4132 dburns@SplashBeverageGroup.com
Media Contact:
Angela Gorman
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 closing of a potential
business combination with Medterra and whether the NYSE will find that the proposed business combination complies with their listing requirements.
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 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, our ability to negotiate and enter into a definitive Merger Agreement, our need to raise sufficient capital to repay Medterra’s
indebtedness which will be a condition to closing and additional funding to meet our working capital needs, our ability to reach an agreement
with Medterra’s lender on the value of certain warrants, the need for consents and approvals from third parties to proceed with
the transaction and any risks and uncertainties which may arise from any failure to obtain such consents and approvals, our ability to
convince the NYSE that we will meet its listing requirement upon the closing of the proposed business combination. See also the Risk Factors
contained in our Form 10-K for the year ended December 31, 2025. Any forward-looking statement made by us in this presentation 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.
