Splash Beverage raises $117K via equity sale

Splash Beverage Group, Inc. reported an unregistered sale of equity under an existing purchase agreement.

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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.

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

Who purchased the newly issued Splash Beverage Group (SBEV) shares?

The shares were purchased by C/M Capital Master Fund, LP under a Securities Purchase Agreement dated September 19, 2025. This agreement allowed Splash Beverage Group to sell 767,953 common shares for total gross proceeds of $117,036 on June 24, 2026.

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.

Under what securities law exemptions were SBEV’s shares sold?

The company states the transaction relied on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b). These provisions permit private offerings to certain investors without a full public registration process, subject to specific conditions.

Are the purchaser’s resales of Splash Beverage Group (SBEV) shares registered?

Yes. The purchaser’s resales of the 767,953 common shares are covered by Splash Beverage Group’s registration statement on Form S-1, File No. 333-296755. That registration statement became effective on June 22, 2026, enabling registered resales of the shares.

What prior agreement allowed Splash Beverage Group (SBEV) to issue these shares?

The issuance occurred under a Securities Purchase Agreement dated September 19, 2025 with C/M Capital Master Fund, LP. This arrangement, referred to as the ELOC Agreement, had been previously disclosed in a company filing dated September 25, 2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/26/2026 - 04:45 PM EDT

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 24, 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 3.02 Unregistered Sales of Equity Securities.

On June 24, 2026, the Company sold and issued a total of 767,953 shares of common stock pursuant to that certain Securities Purchase Agreement dated September 19, 2025 with C/M Capital Master Fund, LP as purchaser (the “ELOC Agreement”) for total gross proceeds of $117,036. The ELOC Agreement was previously disclosed in the Company’s Current Report on Form 8-K filed on September 25, 2025. To the extent such sales are deemed to be unregistered, the sales were made pursuant to the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder. The purchaser’s resales of the shares were registered on the Company’s registration statement on Form S-1 (File No. 333-296755), effective June 22, 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: June 26, 2026

	SPLASH BEVERAGE GROUP, INC.

	By:	/s/ Brady Cobb
		Brady Cobb, Interim Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents