[8-K] Splash Beverage Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Splash Beverage Group (NYSE:SBEV) filed a Form 8-K to furnish a press release (Exhibit 99.1) stating it has entered into an agreement to acquire certain assets. No details on the assets, purchase price, financing, or expected closing were provided, and the company used Item 7.01 only—meaning the information is "furnished," not "filed," and carries no Section 18 liability. The absence of Item 1.01 or 2.01 suggests the company does not yet deem the transaction material or definitive for reporting purposes. Investors therefore have limited visibility on strategic fit, revenue contribution, or dilution until further disclosures are issued.

Insights

Event Analyst

TL;DR: Growth signal but valuation impact unclear due to missing deal terms.

The filing confirms management’s intent to expand through asset purchases, yet offers no quantitative data—no target description, purchase consideration, or closing timetable. By limiting the disclosure to Item 7.01, SBEV avoids SEC liability for incomplete information and signals that the transaction may not meet materiality thresholds today. For investors, the news is strategically positive in concept but immaterial in modelling terms; revenue, margin and leverage implications cannot be assessed. Expect a follow-up 8-K under Item 1.01 or 2.01 if the deal proves significant.

M&A Specialist

TL;DR: Deal appears early-stage; materiality and financing still unknown.

Because SBEV did not invoke Item 1.01, the agreement may still be subject to conditions or fall below 10-percent asset thresholds. Lack of pricing, earn-out, or integration plans makes it impossible to judge accretion or dilution. Investors should watch for indications of how the purchase will be funded; equity issuance could pressure shares while cash financing could strain liquidity given SBEV’s limited scale. Until concrete numbers surface, the acquisition should be treated as a neutral catalyst.

false 0001553788 0001553788 2025-06-26 2025-06-26 0001553788 SBEV:CommonStockParValue0.001PerShareMember 2025-06-26 2025-06-26 0001553788 SBEV:WarrantsToPurchaseSharesOfCommonStockMember 2025-06-26 2025-06-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 26, 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 33316

(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
Warrants to purchase shares of Common Stock		SBEV-WT		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 7.01 Regulation FD Disclosure

On June 26, 2025, Splash Beverage Group, Inc. issued a press release announcing its entrance into an agreement to acquire certain assets. A copy the press release is being furnished as Exhibit 99.1.

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.

				Incorporated by Reference						Filed or Furnished
Exhibit #		Exhibit Description		Form		Date		Number		Herewith
99.1		Press Release dated June 26, 2025								Furnished
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)								Filed

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, 2025

	SPLASH BEVERAGE GROUP, INC.
	By:	/s/ Robert Nistico
		Robert Nistico, Chief Executive Officer

FAQ

What did SBEV announce in its June 26 2025 8-K filing?

Splash Beverage Group stated it has entered into an agreement to acquire certain assets; no additional details were provided.

Did SBEV disclose the purchase price of the asset acquisition?

No. The June 26 2025 8-K does not include any purchase price or financial terms.

How will SBEV finance the announced acquisition?

The filing does not specify financing sources or structures for the planned asset purchase.

When is SBEV’s asset acquisition expected to close?

The 8-K provides no closing timeline; only the entry into an agreement is disclosed.

Are the acquired assets expected to impact a specific SBEV business segment?

The company did not identify the assets or the business segment they will affect.