Splash Beverage Group Inc 8-K Filings

SPLASH BEVERAGE GROUP, INC. (symbol EDVA), whose registrant name in this report is Endovia Health Sciences, Inc., reported an unregistered equity financing. On August 25, 2026, the company sold and issued 510,951 shares of common stock to C/M Capital Master Fund, LP under a previously executed Securities Purchase Agreement dated September 19, 2025, generating gross proceeds of $107,610.62.

The shares were issued in reliance 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 the company’s Form S-1 registration statement (File No. 333-298112), which became effective on August 24, 2026.

SPLASH BEVERAGE GROUP, INC. (SBEV), doing business here as Endovia Health Sciences, Inc., appointed Brady Cobb as Interim CEO and Michael Bondurant as Interim COO under new employment agreements dated August 20, 2026. Cobb’s base salary is $300,000 and Bondurant’s is $275,000.

Each executive can earn cash bonuses tied to increases in the company’s market capitalization: $50,000 if market cap rises by $5,000,000 by October 30, 2026; another $50,000 if it rises by $10,000,000 by December 31, 2026; and a further bonus equal to 3% of any additional market cap increase above that, capped so each executive’s total bonus does not exceed $300,000.

Cobb received 231,250 stock options and Bondurant 200,000 stock options. Subject to shareholder approval, each will also receive RSU grants representing 7% of a 20% fully diluted share pool previously approved by the board. If either is terminated without cause or a change of control transaction occurs, all of that executive’s unvested options and RSUs will vest.

Splash Beverage Group, Inc. (NYSE: SBEV), now operating as Endovia Health Sciences, Inc. (EDVA), reported that the U.S. FDA’s Center for Veterinary Medicine has established Investigational New Animal Drug (INAD) File No. 14145 for its CannEpil® veterinary development program. This is described as the first regulatory milestone under its collaboration agreement with Lupvindol Biosciences Ltd. and formally begins the FDA regulatory process for CannEpil® as an investigational veterinary pharmaceutical.

The company is initially pursuing CannEpil® for the management of cancer-related pain in companion animals, beginning with canine oncology, and plans to develop it under the FDA’s Minor Use / Minor Species designation and Conditional Approval pathway. CannEpil® is a pharmaceutical-grade oral liquid formulation of CBD and THC isolates manufactured under EU-GMP standards, for which the company holds exclusive global rights across licensed fields of use, including veterinary therapeutics.

The company also states it has rebranded to Endovia Health Sciences with a name and ticker change to EDVA effective on the NYSE American on August 24, 2026, reflecting a strategic focus on cannabinoid-based health sciences spanning FDA-regulated human and veterinary therapeutics and related consumer wellness and beverage opportunities. Extensive forward-looking statement disclosures highlight risks around capital needs, maintaining key licenses, completing required studies, obtaining regulatory authorizations, meeting debt obligations, and continued NYSE American listing compliance.

Splash Beverage Group, Inc. (SBEV) announced that its corporate name will change to Endovia Health Sciences, Inc. and its common stock will begin trading on the NYSE American under the new ticker “EDVA” effective at 9:30 a.m. Eastern Time on Monday, August 24, 2026. This name and ticker change reflects an ongoing strategic transformation from legacy beverage operations into a diversified cannabinoid-based health sciences platform focused on pharmaceutical, FDA-regulated human and veterinary therapeutics, and cannabinoid-based consumer wellness and beverage products.

The company highlighted progress in its CannEpil® program, including opening an Investigational New Animal Drug file with the FDA’s Center for Veterinary Medicine, and stated that existing stockholder rights and stock certificates remain unchanged, with no action required by shareholders. The press release also outlines significant risks, including the need to raise capital, maintain key licenses, meet debt obligations, obtain regulatory approvals and comply with NYSE American continued listing standards.

Splash Beverage Group, Inc. (SBEV) reported a sharply lower loss from continuing operations as it accelerates a strategic pivot into cannabinoid-based health sciences under the planned Endovia Health Sciences brand. For the six months ended June 30, 2026, loss from continuing operations was approximately $4 million, compared with approximately $11 million for the same period in 2025, an improvement of about $7 million, or 64%, driven primarily by cost-reduction initiatives and exiting alcoholic beverages.

Subsequent to June 30, 2026, the company entered an exclusive global license for CannEpil®, a pharmaceutical-grade cannabinoid platform initially developed for drug-resistant epilepsy, and expanded the license to veterinary applications targeting companion-animal oncology and chronic pain. Splash also signed a development and collaboration agreement with Lupvindol Biosciences Ltd. to lead scientific and FDA regulatory development of a CannEpil-based veterinary product through the FDA Center for Veterinary Medicine’s Investigational New Animal Drug and Conditional Approval pathways. The company is preparing to relaunch CannEpil in the UK, Ireland and select Latin American markets and expects its rebranding to Endovia Health Sciences, including a ticker change, to take effect on the NYSE American beginning August 24, 2026.

Splash Beverage Group, Inc. reported a planned corporate rebranding to Endovia Health Sciences, Inc., effective August 24, 2026, including a new ticker symbol “EDVA” and launch of EndoviaSciences.com. The company describes this as the culmination of a six‑month strategic shift away from a legacy beverage focus toward a diversified cannabinoid health sciences platform.

The business strategy is organized around three pillars: commercial pharmaceutical assets, FDA‑regulated human and veterinary therapeutics, and consumer cannabinoid wellness and beverage products. Management emphasizes disciplined capital allocation, scientific development and strategic partnerships, while cautioning that execution depends on access to capital, maintaining key licenses, completing studies, obtaining regulatory approvals, protecting intellectual property and meeting debt obligations.

Splash Beverage Group, Inc., a Nevada corporation, reported a corporate name change. On August 5, 2026, the company filed a Certificate of Amendment to its Articles of Incorporation with the Nevada Secretary of State to change its name. On August 6, 2026, it filed a Certificate of Correction to fix a scrivener’s error and confirm the new name as Endovia Health Sciences, Inc. The amended name became effective in Nevada upon filing. The company states that the name change will take effect on the NYSE American 10 days after it issues a press release announcing the change, subject to meeting NYSE American procedural requirements.

Splash Beverage Group, Inc. entered a strategic development and collaboration agreement with Lupvindol Biosciences Ltd. to advance CannEpil as a potential FDA-regulated veterinary pharmaceutical for companion-animal oncology and chronic pain management. The program is structured to move CannEpil through the FDA Center for Veterinary Medicine, beginning with the Investigational New Animal Drug process toward potential Conditional Approval.

Lupvindol will lead scientific, product-development and regulatory activities, while Splash provides milestone-based funding, directs commercialization strategy and capital-markets efforts, and owns the resulting medical technology, study data, regulatory submissions and foreground intellectual property. Splash will decide on partnering or direct commercialization after key FDA submission milestones, and cautions there is no assurance of regulatory approval or revenue.

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.

Splash Beverage Group, Inc. entered into an addendum with Argent BioPharma Limited to its exclusive global CannEpil® license, expanding the field of use to include veterinary applications, revising royalties to 10% of Net Revenue from veterinary uses and 15% of Net Revenue from human uses, and extending certain contractual deadlines.

The company now holds exclusive worldwide rights to develop, manufacture, commercialize, market and distribute CannEpil for veterinary diseases, initially focusing on companion-animal oncology and chronic pain. It plans to pursue FDA Center for Veterinary Medicine INAD and Conditional Approval pathways and is finalizing a joint venture to lead the veterinary program.

Splash Beverage Group, Inc. expanded its exclusive global CannEpil license with Argent BioPharma through an addendum that adds veterinary therapeutic applications to the existing human pharmaceutical program, sets royalties at 10% of Net Revenue for veterinary uses and 15% for human uses, and extends certain contractual deadlines.

The company plans to develop CannEpil, a pharmaceutical-grade CBD/THC oral formulation manufactured under EU-GMP standards, for companion-animal oncology and chronic pain, initially in dogs. It intends to pursue FDA Center for Veterinary Medicine Investigational New Animal Drug and Conditional Approval pathways and is finalizing a joint venture with an established cannabinoid pharmaceutical partner.

Splash Beverage Group, Inc. entered into amendments to settlement agreements with three prior investors, extending the schedule for remaining settlement payments. The company agreed that 50% of the remaining unpaid settlements, or $137,797.54, would be paid on July 15, 2026, which was paid that day.

The remaining 50%, also $137,797.54, is due on July 31, 2026, with interest accruing at 12% per annum plus reasonable attorney’s fees for the investors. These amendments revise February 2026 settlements related to amounts invested by the investors in October 2024.

Splash Beverage Group approved a structural change to its stock and disclosed a trading halt. The company filed a Certificate of Change in Nevada to implement a one-for-four reverse stock split of its issued and outstanding common shares, effective at 4:30 p.m. Eastern Time on July 24, 2026. Authorized common shares will be reduced proportionally from 400,000,000 to 100,000,000, and all options, warrants and restricted stock tied to the common will be adjusted accordingly. The common stock will receive a new CUSIP, 84862C401.

On July 16, 2026, NYSE American halted trading in the company’s stock because it was trading below $0.10 per share; the last trading price before the halt was $0.0936. The company expects trading to resume on a reverse stock split–adjusted basis when the market opens on July 27, 2026, while cautioning about the risk of potential delisting and the possibility that the halt may not be lifted as anticipated.

Splash Beverage Group, Inc. announced two major steps in its ongoing financial and listing-compliance strategy. The company has negotiated settlements with multiple legacy creditors covering approximately $3.3 million of accounts payable and accrued liabilities for aggregate cash consideration of approximately $550,000. Subject to final accounting review, Splash expects to recognize an approximate $2.75 million gain from the extinguishment of indebtedness, eliminating about 84% of the negotiated obligations while paying roughly 17% of their face value.

The Board of Directors also approved a 1-for-4 reverse stock split of issued and outstanding common stock, effective after the market closes on July 24, 2026, with post-split trading beginning July 27, 2026. The reverse split is intended to support continued compliance with NYSE American minimum share price requirements and is a key part of the exchange-approved compliance plan. Management highlights these actions, along with recent strategic investments and licensing deals, as elements of a broader transformation toward a cannabinoid health, wellness, and biopharmaceutical platform.

Splash Beverage Group, Inc. entered into a letter agreement with Decathlon Alpha IV, L.P., the lender under its Revenue Loan and Security Agreement dated December 24, 2020. The parties agreed that Splash may satisfy outstanding obligations of $2,834,689 under that loan by paying $301,800.55 on or before August 31, 2026.

Upon the lender’s receipt of this payment by that date, Splash will be irrevocably and unconditionally released and discharged from all obligations and claims arising out of the loan, including the remaining outstanding balance, fees, damages, costs, and expenses.

Splash Beverage Group, Inc. reported that from June 30, 2026 through July 8, 2026 it sold and issued 9,232,047 shares of common stock to C/M Capital Master Fund, LP under a previously disclosed Securities Purchase Agreement dated September 19, 2025, referred to as the ELOC Agreement.

These issuances generated total gross proceeds of $1,265,063. The company states that, to the extent the issuances are deemed unregistered, they relied on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b). The purchaser’s resales of the shares are covered by a registration statement on Form S-1 (File No. 333-296755), which became effective on June 22, 2026.

Splash Beverage Group reports that NYSE American has accepted its plan to regain compliance with the exchange’s continued listing standards, giving the company until January 29, 2027 to meet shareholders’ equity requirements. The company’s common stock will continue trading on NYSE American under the ticker “SBEV” during this compliance period, so there is no immediate impact on the listing.

The company notes that failure to regain compliance or to make sufficient progress under the plan could lead the exchange to initiate delisting proceedings after the compliance period. Management highlights recent steps in a strategic transition toward a cannabinoid health, wellness, and biopharmaceutical platform, including an equity line facility, a strategic investment in Avicanna, and exclusive worldwide licensing rights to CannEpil®, which they intend to use to improve liquidity and balance sheet strength while pursuing the new business focus.

Splash Beverage Group entered an Exclusive License Agreement with Argent Biopharma for worldwide rights to CannEpil, a cannabinoid-based treatment for drug‑resistant epilepsy and related seizure disorders. Splash will pay the licensor a 15% royalty on net revenue for at least 10 years in each country or until the last patent there expires, and Argent can manufacture the product under future supply and quality agreements.

The company committed to use commercially reasonable efforts to start a Phase I trial within 24 months, a Phase II trial within 48 months, and to file a New Drug Application after successful trials. As part of the deal, Splash will issue 5,500 shares of Series D Convertible Preferred Stock with a total stated value of $5.5 million in exchange for cancellation of Argent’s notes. C/M Capital Partners agreed to invest at least $1 million in Splash within 60 days and may receive a $1 million sales bonus once CannEpil reaches $5 million in cumulative net revenue. The Series D authorizes 5,500 shares at $1,000 stated value each, convertible at $0.25 per share, with a $0.15 floor and a 4.99% beneficial ownership limit that can increase to 9.99%.

Splash Beverage Group has entered an exclusive worldwide licensing agreement with Argent BioPharma for CannEpil, a cannabinoid-based investigational therapy for drug-resistant epilepsy. CannEpil already has regulated patient access and reimbursement-supported use in markets such as Ireland, the United Kingdom, Germany and Australia under EU-GMP standards.

Under the deal, Splash receives global rights to develop, commercialize, market, distribute, sublicense and sell CannEpil for drug-resistant epilepsy, seizure disorders and related neurological conditions for an initial twenty-year term, including future improvements and reformulations. Consideration includes forgiveness of approximately $5 million of Argent BioPharma indebtedness and $5.5 million of newly issued Splash preferred equity, plus a 15% royalty on net revenue from worldwide CannEpil sales. An affiliate, C/M Capital Partners, has also committed a $1 million strategic investment to support regulatory, clinical and commercialization efforts.

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.

Splash Beverage Group, Inc. filed a current report describing a strategic move into cannabinoid healthcare. The company completed a CDN$300,000 strategic investment in Avicanna Inc. through a non-brokered private placement, acquiring 2,000,000 common shares and 1,000,000 warrants. This capital allocation supports Splash’s transformation toward a cannabinoid-focused health, wellness, and biopharmaceutical platform.

The release highlights Avicanna as a commercial-stage cannabinoid-based biopharmaceutical company with proprietary formulations, clinical-stage assets, the Trunerox™ epilepsy treatment, the MyMedi.ca medical cannabis care platform, Colombian pharmaceutical-grade manufacturing, and a debt-free balance sheet. Splash’s management views the investment as aligning with a future for cannabinoid medicine centered on clinical evidence, healthcare integration, and regulatory compliance.

Splash Beverage Group reported several strategic moves and governance changes. The company invested $217,479.24 to buy 2,000,000 common shares and 1,000,000 warrants of Avicanna Inc., a cannabinoid-focused biopharmaceutical company, supporting its pivot into cannabinoid-based health, wellness, and healthcare.

The Board appointed Michael Bondurant as Chief Operating Officer and approved new performance-based compensation for Interim CEO Brady Cobb and Bondurant, including cash bonuses tied to increases in market capitalization and large stock option grants at $0.25 per share. The Board also adopted a Strategic Transformation RSU Plan, equal to 20% of fully diluted shares outstanding, with vesting tied to closing a strategic transaction and regaining NYSE compliance, aligning management and directors with the company’s transformation strategy, subject to stockholder approval.

Splash Beverage Group, Inc. reported that from May 29, 2026 through June 1, 2026 it sold and issued 3,846,332 shares of common stock to C/M Capital Master Fund, LP under a Securities Purchase Agreement dated September 19, 2025, generating total gross proceeds of $607,720. These equity sales provide additional cash to the company while increasing its share count.

The company states that, to the extent the transactions are considered unregistered, they relied on exemptions under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b). The purchaser’s potential resales of these shares were registered on a Form S-1 registration statement (File No. 333-292243) filed on December 18, 2025.

Splash Beverage Group filed an update describing its status with the NYSE American and its ongoing strategic review. The company previously received notice on April 29, 2026 that it is not in compliance with continued listing standards tied to stockholders’ equity and has submitted a remediation plan, with a potential cure period extending through January 29, 2027 if the plan is accepted. Management emphasizes its focus on maintaining the NYSE American listing and strengthening the balance sheet. The update also notes that a non-binding Letter of Intent with Medterra CBD, LLC expired on May 4, 2026 without a definitive deal, but the company is in discussions with multiple other counterparties in the cannabinoid wellness sector. In addition, the company highlights that its 2025 audited financial statements include an auditor’s going concern explanatory paragraph, signaling uncertainty about its ability to continue operating without additional financial improvements.

Splash Beverage Group appointed Brady Cobb as Interim Chief Executive Officer and principal executive officer, effective May 9, 2026. Cobb, a director since February 2026, brings legal, regulatory, and cannabinoid-market experience as the company pivots toward regulated wellness, cannabinoid, and functional consumer product platforms while continuing its legacy business.

President William Meissner resigned from all officer positions and employment effective June 1, 2026. From that date, he will serve as a consultant for six months at $5,000 per month and receive options to purchase 250,000 shares, half vesting immediately and half at the end of the initial consulting term, subject to continued service.

Splash Beverage Group received a notice from the NYSE that it is out of compliance with continued listing standards because shareholders’ equity was ($15,300,828) as of December 31, 2025, below the $6 million minimum. The company must submit a remediation plan by May 29, 2026 and regain compliance by January 29, 2027, with management pointing to a potential merger with Medterra CBD, LLC as a key element.

The company also entered into several financing transactions, including a $200,000 sale of Series A-1 Convertible Preferred Stock with options and warrants tied to VWAP-based pricing, plus an exchange of Series D Convertible Preferred Stock for 227,200 common shares, which together create potential dilution for existing shareholders.

Splash Beverage Group appointed Francis Knuettel II to its Board of Directors, effective April 27, 2026. He will also serve on the Audit Committee, Compensation Committee, and the Corporate Governance and Nominating Committee.

Knuettel brings experience as a senior executive at early-stage public companies. He previously served as Chief Financial Officer of Pelthos Therapeutics Inc. from June 2022 to April 2026, Chief Executive Officer of Pelthos from July 2023 to July 2025, and as a director of Pelthos from August 2024 to July 2025. He also led Unrivaled Brands as Chief Executive Officer and director from December 2020 to March 2022.

The company states there are no arrangements or understandings with other parties regarding his appointment, no family relationships with existing directors or executive officers, and no related-party transactions requiring disclosure under Regulation S-K Item 404(a).

Splash Beverage Group, Inc. amended settlement agreements with three prior investors, extending payment of remaining settlement amounts of $535,595 to June 1, 2026, with 12% interest and investor attorneys’ fees, and committing to additional installments totaling $100,000 by May 15, 2026.

Board members Justin Yorke and Robert Nistico resigned, and Nistico entered a six‑month consulting agreement at $5,000 per month plus a stock option for 250,000 shares subject to vesting tied in part to a potential Medterra CBD, LLC acquisition. The company also received a demand letter from Decathlon Alpha IV, L.P. seeking immediate payment of obligations under a revenue loan agreement totaling $2,833,395.98 as of March 31, 2026, secured by the assets of Splash Beverage and its subsidiaries, which the company disputes.

Splash Beverage Group, Inc. filed an 8-K describing a change to its capital structure. On April 17, 2026, the company filed a Certificate of Withdrawal with the Nevada Secretary of State, terminating the designation of its Series A Preferred Stock, par value $0.001 per share.

At the time of this filing, there were no Series A preferred shares issued or outstanding. The withdrawal became effective upon filing and removed from the Articles of Incorporation all provisions contained in the prior Certificate of Designation for the Series A series. The full text is included as Exhibit 3.1.

Splash Beverage Group, Inc. entered into a non-binding letter of intent with Medterra CBD, LLC for a potential merger. The proposed terms value Medterra at $37.6 million, with consideration structured as approximately 75,200,000 shares of Splash common and new Series X and Series X-1 preferred stock.

The structure includes issuing common shares at closing equal to up to 19.99% of Splash’s then-outstanding common stock, with the balance in Series X and X-1 preferred, convertible at $0.50 per share and carrying a 110% original issue discount. Conversion and voting on these preferred shares are blocked until shareholder approval of the change of control. Splash must raise capital to repay about $10.4 million of Medterra debt, and up to $5 million of preferred may be redeemed from future offering proceeds. The LOI also requires Medterra to deliver at least $4 million in working capital at closing and provides for liquidated damages of $250,000 if shareholder approval is not sought within specified timelines.

Splash Beverage Group entered into a non-binding letter of intent for a proposed business combination with Medterra CBD, LLC, a cannabinoid wellness company that generated over $52 million in revenue and was profitable in fiscal 2025.

The deal would reposition Splash as a public cannabinoid wellness platform focused on regulated consumer health and a house-of-brands strategy, while exploring potential participation in a federal CBD pilot initiative under evaluation by CMS. The transaction remains subject to definitive agreements, shareholder and third‑party approvals, capital raising, lender consents and NYSE American change‑of‑control approval.

Splash Beverage Group expanded its Board of Directors to five members and appointed Brady Cobb as a new director, effective February 2, 2026. The company states there are no related-party arrangements, family relationships, or disclosable transactions connected to his appointment.

In an accompanying press release, Splash links Cobb’s addition to its “Splash 2.0” strategic reset, which emphasizes refreshed governance, disciplined execution, and expansion into high‑growth consumer categories, including federally compliant CBD and hemp. The company highlights Cobb’s regulatory, policy, and capital markets experience in cannabis and hemp as important to pursuing these opportunities under evolving U.S. rules.

Splash Beverage Group, Inc. reported recent unregistered equity transactions. The company sold 145,029 shares of common stock for gross proceeds of $98,170 under a previously disclosed equity line of credit agreement dated September 19, 2025. It also issued 360,648 shares of common stock upon converting a total of $200,000 of convertible promissory notes on October 27, 2025, November 25, 2025, and December 11, 2025. These share sales and conversions were conducted under Securities Act exemptions, including Section 4(a)(2), Rule 506(b), and Section 3(a)(9).

Splash Beverage Group filed a current report describing a new distribution win for its spirits portfolio. The company announced that Senor Frog’s, an internationally recognized restaurant and entertainment brand, has selected Chispo® Tequila as its house tequila. The rollout will begin across an initial group of Senor Frog’s locations in Florida, the Bahamas, and Mexico.

The agreement is described through a press release dated January 27, 2026, which is furnished as an exhibit and not treated as filed for liability purposes under the Exchange Act. This step highlights broader on-premise placement for Chispo Tequila within a well-known hospitality chain.

Splash Beverage Group, Inc. entered into a new letter agreement with C/M Capital Master Fund, LP, the investor in its existing equity line of credit. Instead of issuing the investor equity "Commitment Shares" under the prior agreement, the company issued a promissory note with an initial principal amount of $525,000, which can increase to $700,000 based on future sales under the equity line. The note bears no interest unless there is an event of default, when interest would accrue at 10% per year, and it matures on January 26, 2028.

After repayment of earlier notes to the investor and an affiliate, the new note must be prepaid from net proceeds under the equity line. Once the company receives the first $3 million of net proceeds, 30% of any additional net proceeds under the facility will be applied to mandatory prepayments of the note. The transactions related to this structure were treated as unregistered and relied on exemptions under Section 4(a)(2) and Rule 506(b) of the Securities Act.

Splash Beverage Group appointed Martin Scott as its interim Chief Financial Officer and principal financial and accounting officer, effective December 15, 2025.

Scott is a Certified Public Accountant and founder of Martin Scott CFO Consulting Services Inc., and previously served as chief financial officer of LUVU Brands, Inc. and MGO Global, Inc., which was later acquired by Heidmar Maritime Holdings Corp.

Under his employment agreement, he will receive a monthly base salary of $25,000, a $20,000 bonus upon filing the company's Annual Report on Form 10-K, and a $30,000 bonus upon the closing of a merger or change of control, in each case subject to board approval. He is also eligible for equity grants under the company's 2025 Equity Incentive Plan. The company states there are no family relationships or related-party transactions involving Mr. Scott that require disclosure, and it has filed the full employment agreement as Exhibit 10.1.

Splash Beverage Group, Inc. entered into agreements on December 5, 2025 with certain option holders to terminate options covering $600,000 worth of common stock. In exchange, the company agreed to issue 113,636 shares of common stock and 1,136 shares of a newly created Series D Convertible Preferred Stock.

On December 9, 2025, the company filed a Certificate of Designations in Nevada authorizing 50,000 shares of Series D. Each Series D share is convertible into 100 shares of common stock, subject to NYSE American rules, including any shareholder approval requirements, and specified beneficial ownership limits. Series D holders vote together with common stockholders on an as-converted basis, giving them equity-like voting power tied to their potential common share equivalents.

Splash Beverage Group, Inc. filed an amended 8-K to correct the maturity year of senior promissory notes issued in a recent financing. On November 12, 2025, the company borrowed $500,000 from two accredited investors and issued senior promissory notes with a combined original principal amount of $588,235.30, reflecting a 15% original issue discount. The notes mature on February 12, 2026 and begin accruing interest at 6% starting 30 days after issuance. Holders may choose to use the outstanding principal, accrued interest, and any securities they hold as purchase consideration in future equity, equity-linked, or debt offerings by the company.

Splash Beverage Group (SBEV) filed an 8‑K announcing short-term note financing and a CFO transition. On November 12, 2025, the company borrowed $500,000 from two accredited investors and issued senior promissory notes with a total original principal of $588,235.30, reflecting a 15% original issue discount. The notes mature on February 12, 2025 and begin accruing interest at 6% starting 30 days after issuance, with customary default provisions.

The notes allow holders, at their discretion, to apply outstanding principal, accrued interest, and any company securities they hold at fair value as purchase consideration if the company completes a public offering or private placement. Separately, Chief Financial Officer William Devereux will resign effective November 30, 2025.

Splash Beverage Group (SBEV) reported 2025 Annual Meeting results and a CEO transition. Stockholders elected four directors and ratified Rose, Snyder & Jacobs LLP as auditor. They approved issuing common stock above the NYSE American 19.99% Exchange Cap pursuant to outstanding convertibles (Proposal 3), the issuance of shares under the September 19, 2025 ELOC Agreement (Proposal 4), and the 2025 Equity Incentive Plan (Proposal 5). Proposal 6, a possible increase in authorized common stock to 400,000,000, was not approved.

The meeting was adjourned to November 14, 2025 to permit further solicitation of proxies for Proposal 6. Separately, Robert Nistico notified the company he will resign as Chief Executive Officer effective November 14, 2025. He will remain on the Board and work on special projects in the beverage space.

Splash Beverage Group (SBEV) reported unregistered sales of Series A-1 Convertible Redeemable Preferred Stock with accompanying warrants to two accredited investors, generating $400,000 in total gross proceeds. The transactions occurred on August 9, 2025 and October 24, 2025, and included 100,000 one-year Class A Warrants and 100,000 five-year Class B Warrants.

The company also expects to sell 250 additional shares of Series A-1 in November 2025 to one of these investors for $250,000, with 62,500 accompanying Class A Warrants and 62,500 Class B Warrants. Splash Beverage furnished updated Risk Factors as Exhibit 99.1.

Splash Beverage Group (SBEV) filed an 8-K/A to correct a scrivener’s error under Item 5.02(e) regarding the reference to the securities exchange. The company also outlined its 2025 Equity Incentive Plan, which is effective upon stockholder approval and runs until September 25, 2035.

The plan’s share reserve is capped at no more than 15% of fully diluted outstanding shares, with an automatic increase of 5% each January 1 from 2026 through 2032, unless reduced or suspended by the Board. Governance updates include bylaw amendments effective September 25, 2025: quorum set at one-third of outstanding voting power, actions approved by a majority of votes cast if a quorum is present, clarified CEO/President duties, and removal of a special notice timing requirement related to increases in authorized shares.

Splash Beverage Group (SBEV) amended its bylaws to clarify stockholder voting standards. Effective October 13, 2025, the bylaws state that, except for matters requiring a majority of the outstanding voting power or a plurality of the votes cast, a majority of the votes entitled to vote constitutes the act of the stockholders. The amendments also specify that broker non-votes are not entitled to vote on such matters. The company filed the full text of the amendment as Exhibit 3.1.

Splash Beverage Group entered into a financing deal and resolved prior legal disputes. The company raised $2.0 million in cash on September 22, 2025 by issuing secured convertible promissory notes with an aggregate principal amount of $2.2 million to two institutional investors. These notes mature on September 22, 2026, carry no interest unless there is a default, and are convertible into common stock at the lower of $1.75 per share or $0.01 above the market price on the conversion date. The notes are secured by a lien on substantially all company assets and can be prepaid at any time.

The company also signed a common stock purchase agreement that provides an equity line of credit of up to $35 million, subject to a 19.99% cap on issuances before shareholder approval and a 4.99% beneficial ownership limit for the investor, with resales depending on a future Form S-1 registration. Separately, Splash granted Copa Di Vino an exclusive U.S. license to its single-serve wine intellectual property, retaining the ability to regain full rights by paying an estimated $1.75–$2.25 million by October 4, 2025. Splash settled two lawsuits with Copa Di Vino for $673,007.13 plus 12% interest, to be repaid in monthly installments starting November 4, 2025.

Splash Beverage Group, Inc. reported an amendment to its Articles of Incorporation that was filed with the Nevada Secretary of State and became effective upon filing. The full text of the Certificate of Amendment is attached as Exhibit 3.1 and is incorporated by reference. The filing is signed on behalf of the company by Chief Executive Officer Robert Nistico. The disclosure does not describe the substance of the amendment within the text provided here, only that the amendment was filed and is attached as an exhibit.

Splash Beverage Group (NYSE American: SBEV) filed an 8-K to disclose that it regained full compliance with the NYSE American continued-listing standards.

• On 28 Jul 2025 NYSE Regulation sent two letters confirming resolution of all previously cited deficiencies under Sections 1003(a)(i-iii) (stockholders’ equity/market-cap tests) and Section 1007 (late filings).
• “.BC” (below-compliance) and “LF” (late-filer) indicators will be removed before the open on 29 Jul 2025; the company also exits the exchange’s non-compliant issuer lists.
• The turnaround followed the company’s filing on 11 Jul 2025 of its delayed Form 10-K FY-2024 and Form 10-Q Q1-2025.
• SBEV remains subject to the exchange’s normal monitoring but faces no immediate delisting risk.

No earnings, guidance or transactional data were provided; the disclosure is limited to listing status.

Splash Beverage Group, Inc. (NYSE American: SBEV) filed an 8-K to disclose that on 23 Jul 2025 NYSE Regulation began delisting proceedings for the company’s publicly-traded warrants (SBEV-WT; exercise price $1.84). The exchange determined the warrants were “no longer suitable for continued listing” under Section 1001 of the NYSE American Company Guide because of their low trading price. Trading in the warrants was suspended immediately on the same day.

The Company has the right to appeal the decision until 30 Jul 2025 but has stated it does not intend to appeal. NYSE Regulation will apply to the SEC to formally delist the warrants after completing required procedures.

Key points for investors:

• No impact on the listing or trading of SBEV common stock, which will remain on NYSE American.
• The event does not affect operations or SEC reporting obligations.
• After delisting, the warrants may trade OTC if a market maker gains FINRA approval, but no assurance such trading will materialise.

On 29 Jul 2025 the company issued a press release (Ex. 99.1) announcing the notice. No financial metrics or business updates were included.

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.

Splash Beverage Group (NYSE:SBEV) filed an 8-K disclosing three linked capital actions intended to restore NYSE American compliance.

• $650,000 cash raise via sale of 650 shares of Series A-1 12% convertible preferred plus 325,000 warrants; conversion price = lower of $4.00 or 80% of 5-day VWAP (floor $1.25).
• Exchange of $12.67 million promissory notes for 126,704 shares of Series B 12% convertible preferred; a side-letter grants three holders a discounted $1.50 conversion and 125% redemption premium.
• Acquisition of Costa-Rica aquifer water rights for 20,000 shares of Series C (stated value $20 m), cancellable if assets or $20 m cash not delivered by 12-31-25.

The note exchange extinguishes high-interest (7-12%) debt and, with the new equity, management believes shareholder equity now exceeds $6 million, curing the listing deficiency. All securities were issued under Reg D; certificates of designation filed 6-25-25. Proceeds earmarked for working capital; Series A-1/B/C all carry 12% dividends.