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  4. [8-K] SPLASH BEVERAGE GROUP, INC. Reports Material Event

Splash Beverage Group (NYSE: SBEV) backs CannEpil vet FDA program with royalties

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Splash Beverage Group, Inc. entered a Development and Collaboration Agreement with Lupvindol Biosciences Ltd. on July 31, 2026. Lupvindol will lead development and all FDA regulatory activities to advance a cannabinoid-based CannEpil veterinary product through the Center for Veterinary Medicine’s Investigational New Animal Drug process toward Conditional Approval.

The company will provide milestone funding of $95,000, $75,000, $65,000, $125,000, $250,000 and $500,000 tied to defined FDA and development steps, plus an ongoing 4% royalty on net sales until the 10th anniversary of first commercial sale. In lieu of the royalty, Lupvindol may elect to receive common shares valued at the greater of a five-day VWAP or the NYSE American minimum issue price. The agreement has an initial five-year term with automatic one-year renewals and includes detailed termination rights, including 90 days’ notice for convenience and a wind-down fee equal to 100% of the next unearned milestone.

Positive

  • None.

Negative

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Filing Explained

The July 31 Form 8-K records a signed collaboration agreement: Splash must fund $95,000 upon execution and additional amounts only when specified development or FDA milestones occur, with later royalty or share consideration; the filing does not report those later milestones or payments as completed.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Initial milestone payment $95,000 Due upon execution of the Development and Collaboration Agreement
INAD opening milestone $75,000 Payable upon opening of the INAD with the FDA Center for Veterinary Medicine
Product Development Plan milestone $65,000 Due upon completion of the Product Development Plan
Submission inflection milestone $125,000 Payable upon submission to the FDA representing the inflection point of the program
Conditional Approval milestone $250,000 Due upon filing the submission for Conditional Approval of the Product
Approval or licensing milestone $500,000 Payable, plus royalty right, upon grant of Conditional Approval or earlier licensing transaction
Royalty rate 4% of net sales Ongoing royalty on net sales of the Product until the 10th anniversary of first commercial sale
Initial term 5 years Initial term of the Collaboration Agreement before automatic one-year renewals
Investigational New Animal Drug regulatory
"through the FDA Center for Veterinary Medicine Investigational New Animal Drug"
Conditional Approval regulatory
"conditional approval pursuant to Section 571 of the Federal Food, Drug, and Cosmetic Act"
Conditional approval is a formal confirmation that a product or plan is permitted to proceed, provided certain specified requirements are met within a designated timeframe. For investors, it signals that approval is nearly complete but depends on the fulfillment of specific conditions, which could influence the final outcome or timeline. This status helps stakeholders assess the likelihood of success while identifying any remaining hurdles.
Product Development Plan regulatory
"develop and execute a comprehensive plan for the development of the Product acceptable to the FDA (the Product Development Plan)"
volume-weighted average trading price financial
"valued based on the greater of (i) the volume-weighted average trading price of the Company’s common stock"
Volume-weighted average trading price (VWAP) is the average price of a stock over a trading period, where each trade’s price is weighted by how many shares changed hands, so big trades move the average more than small ones. Investors use VWAP as a benchmark to tell whether they bought or sold at a good price compared with the market’s trading activity—like checking if your grocery bill was close to the store’s typical daily average when many customers shopped.
change of control other
"The Company may also terminate the Collaboration Agreement ... upon a change of control of Lupvindol"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

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

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FAQ

What collaboration did SBEV sign with Lupvindol Biosciences on July 31, 2026?
Splash Beverage Group (SBEV) signed a Development and Collaboration Agreement with Lupvindol Biosciences to develop a cannabinoid-based CannEpil veterinary product and lead all FDA regulatory work through the Investigational New Animal Drug and Conditional Approval pathways.

What milestone payments will SBEV make to Lupvindol under the CannEpil collaboration?
SBEV agreed to milestone payments of $95,000, $75,000, $65,000, $125,000, $250,000, and $500,000, each tied to specific achievements such as opening the INAD, completing the Product Development Plan, key FDA submissions, and Conditional Approval or an earlier licensing transaction.

How is Lupvindol compensated long term in the SBEV CannEpil veterinary deal?
Upon Conditional Approval or an earlier licensing deal, Lupvindol receives $500,000 and an ongoing 4% royalty on net sales of the product, lasting until the 10th anniversary of the first commercial sale, or alternatively may elect to receive SBEV common stock instead of the royalty.

What is the term and termination structure of SBEV’s Lupvindol collaboration?
The agreement has an initial five-year term with automatic one-year renewals. SBEV may terminate for convenience with 90 days’ notice, after paying accrued milestones and a wind-down fee equal to 100% of the next unearned milestone, alongside other performance- and regulatory-based termination rights.

Can Lupvindol receive SBEV stock instead of royalties in the CannEpil agreement?
Yes. In lieu of the 4% net sales royalty, Lupvindol may elect to receive SBEV common stock, valued at the greater of the five-day volume-weighted average trading price or the NYSE American minimum issue price, subject to conditions in the collaboration agreement.
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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): July 31, 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.)

 

1112 N. Flagler Drive

Fort Lauderdale, Florida

   33304
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (954) 648-7238

 

(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 1.01 Entry into a Material Definitive Agreement

 

On July 31, 2026, Splash Beverage Group, Inc. (the “Company”) entered into a Development and Collaboration Agreement (the “Collaboration Agreement”) with Lupvindol Biosciences Ltd. (“Lupvindol”), pursuant to which Lupvindol has agreed to lead the development of, and all U.S. Food and Drug Administration (“FDA”) regulatory activities for, a new animal drug to be developed from the Company’s pharmaceutical product marketed under the brand name CannEpil® (the “Product”), which the Company licenses pursuant to an Exclusive License Agreement with Argent Biopharma Limited dated July 6, 2026, as amended on July 27, 2026 (the “License Agreement”). The Collaboration Agreement provides that Lupvindol will advance the Product as a cannabinoid-based Investigational Veterinary Product through the FDA Center for Veterinary Medicine Investigational New Animal Drug (“INAD”) and conditional approval pursuant to Section 571 of the Federal Food, Drug, and Cosmetic Act (the “Conditional Approval”), including by working to (a) obtain and maintain an INAD with the FDA Center for Veterinary Medicine; (b) develop and execute a comprehensive plan for the development of the Product acceptable to the FDA (the “Product Development Plan”); (c) conduct all preclinical and clinical studies required for Conditional Approval of the Product; (d) file for and obtain Conditional Approval of the Product; and (e) support the commercialization and licensing efforts for the Product.

 

In consideration of Lupvindol’s services, the Company has agreed to provide milestone funding and commercial and capital markets support to Lupvindol. The milestone funding is set forth as follows: (a) $95,000 upon execution of the Collaboration Agreement; (b) $75,000 upon the opening of the INAD with the FDA; (c) $65,000 upon completion of the Product Development Plan; (d) $125,000 upon the submission to the FDA representing the inflection point of the program; (e) $250,000 upon the filing of the submission for Conditional Approval of the Product; and (f) $500,000, plus an ongoing royalty equal to 4% of net sales of the Product (which terminates on the 10th anniversary of the first commercial sale of the Product), upon the grant of Conditional Approval of the Product or an earlier licensing transaction. In lieu of the royalty, Lupvindol may elect to receive shares of the Company’s common stock on the terms set forth in the Collaboration Agreement, which contemplates any such payment in shares valued based on the greater of (i) the volume-weighted average trading price of the Company’s common stock on the NYSE American for the five trading days immediately preceding the date of Lupvindol’s election notice and (ii) the minimum price at which a share of common stock may be issued in accordance with the rules of the NYSE American, subject to the conditions set forth in the Collaboration Agreement.

 

The initial term of the Collaboration Agreement is five years, unless terminated in accordance with the termination provisions set forth therein. Following the initial term, the Collaboration Agreement will automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least 90 days prior to the expiration of the then-current term. The Company may terminate the Collaboration Agreement for convenience upon 90 days’ prior written notice to Lupvindol, subject to payment of all accrued and unpaid milestone payments and payment of a wind-down fee equal to 100% of the next milestone payment not yet earned. The Company may also terminate the Collaboration Agreement (a) if the FDA issues a formal communication indicating that the Product Development Plan is unlikely to result in Conditional Approval without material changes that would require additional investment exceeding the amounts contemplated by the Collaboration Agreement; (b) if Lupvindol fails to achieve any milestones set forth in the Collaboration Agreement within 12 months of the respective target date; or (c) upon a change of control of Lupvindol. Lupvindol may terminate the Collaboration Agreement if the Company fails to materially perform its obligations and fails to cure such default within 30 days after receipt of written notice from Lupvindol. Either party may terminate the Collaboration Agreement upon the other party becoming insolvent or upon any governmental authority restraining the development, manufacture, sale, or introduction into interstate commerce of the Product.

 

The Collaboration Agreement also contains customary representations and warranties, covenants, indemnifications and other terms and conditions which are customary for a transaction of its type.

 

The foregoing description of the Collaboration Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Collaboration Agreement, a copy of which is filed as Exhibit 10.1 and is incorporated herein by reference.

 

 

  

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit   Description
10.1       Development and Collaboration Agreement, dated July 31, 2026, by and between the Company and Lupvindol Biosciences Ltd.
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: August 4, 2026 By: /s/ Brady Cobb
  Name:  Brady Cobb
  Title:  Interim Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

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