Splash Beverage (NYSE: SBEV) issues 767,953 shares for $117,036
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Splash Beverage Group, Inc. reported an unregistered sale of equity under an existing purchase agreement. On June 24, 2026, the company sold and issued 767,953 shares of common stock to C/M Capital Master Fund, LP for gross proceeds of $117,036 under a Securities Purchase Agreement dated September 19, 2025.
The company states that these sales rely on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b). The purchaser’s resales of these shares are covered by a registration statement on Form S-1 (File No. 333-296755), which became effective on June 22, 2026.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 3.02 — Unregistered Sales of Equity Securities
1 item
Item 3.02
Unregistered Sales of Equity Securities
Securities
The company sold equity securities in a private placement or other unregistered transaction.
Key Figures
Shares issued: 767,953 shares
Gross proceeds: $117,036
Securities Purchase Agreement date: September 19, 2025
+1 more
4 metrics
Shares issued
767,953 shares
Common stock issued on June 24, 2026
Gross proceeds
$117,036
Cash received from June 24, 2026 share sale
Securities Purchase Agreement date
September 19, 2025
Date of ELOC Agreement with C/M Capital Master Fund, LP
Form S-1 effectiveness
June 22, 2026
Effective date of registration statement File No. 333-296755
Key Terms
Unregistered Sales of Equity Securities, Securities Purchase Agreement, Section 4(a)(2), Rule 506(b), +1 more
5 terms
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities."
Securities Purchase Agreement financial
"pursuant to that certain Securities Purchase Agreement dated September 19, 2025"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Section 4(a)(2) regulatory
"exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Rule 506(b) regulatory
"and Rule 506(b) promulgated thereunder."
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
registration statement on Form S-1 regulatory
"registered on the Company’s registration statement on Form S-1 (File No. 333-296755)"
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
FAQ
What equity transaction did Splash Beverage Group (SBEV) disclose?
Splash Beverage Group disclosed an unregistered sale of 767,953 common shares for gross proceeds of $117,036. The shares were issued on June 24, 2026 under a previously signed Securities Purchase Agreement with C/M Capital Master Fund, LP.
How much cash did Splash Beverage Group (SBEV) receive from this equity sale?
Splash Beverage Group received gross proceeds of $117,036 from selling 767,953 common shares. These proceeds came from a draw under the existing Securities Purchase Agreement with C/M Capital Master Fund, LP executed in September 2025.