SBEV expects higher Q3 2025 net loss and delays 10-Q filing

Rhea-AI Filing Summary

Splash Beverage Group, Inc. (SBEV) filed a notice that it will be late in submitting its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, citing a delay in the review by its auditor. The company expects to file the 10-Q within five calendar days of the original due date under Rule 12b-25.

Based on preliminary figures, Splash Beverage expects to report a net loss of approximately $7.0 million for the three months ended September 30, 2025, compared to a net loss of approximately $4.7 million for the same period in 2024. Operating expenses are expected to be approximately $6.6 million versus approximately $3.0 million a year earlier, mainly due to non-cash expenses from issuing warrants to management and directors and a loss on extinguishment of debt, partially offset by lower amortization of debt discount. These results remain subject to auditor review and possible revision.

Positive

• None.

Negative

• Net loss expected to widen to approximately $7.0 million for Q3 2025, from about $4.7 million in Q3 2024.
• Operating expenses projected to more than double to roughly $6.6 million from about $3.0 million year over year, largely from non-cash warrant issuance and loss on extinguishment of debt.
• Quarterly report filing delayed as the company cannot file its Form 10-Q on time due to an auditor review delay, requiring a Form 12b-25 notice.

Insights

Equity analyst – small-cap consumer and special situations

Late 10-Q filing with meaningfully higher loss and operating expenses.

Splash Beverage Group is using Form 12b-25 to notify a late filing of its Q3 2025 Form 10-Q due to an auditor review delay, while indicating it expects to file within the five-day grace period allowed by the rule. This suggests an administrative or review-related timing issue rather than an announced change in reporting framework.

Preliminary numbers point to a significantly larger net loss of about $7.0 million for the quarter ended September 30, 2025, versus approximately $4.7 million a year earlier. Operating expenses are expected to rise to roughly $6.6 million from about $3.0 million, driven primarily by non-cash costs tied to issuing warrants to management and directors, and a loss on extinguishment of debt, partially offset by lower amortization of debt discount.

The combination of a late filing notice and materially higher operating expenses indicates additional pressure on the income statement, even though some costs are non-cash. The company notes that these figures are preliminary and subject to auditor review and potential revision, so the final 10-Q will provide more detail on the composition and sustainability of these expenses.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC FILE NUMBER 001-40471 

CUSIP NUMBER 84862C302

(Check one):		☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
		For Period Ended: September 30, 2025
		☐Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		☐ Transition Report on Form N-SAR
		For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Splash Beverage Group, Inc.

Full Name of Registrant

1314 East Las Olas Blvd, Suite 221

Address of Principal Executive Office (Street and Number)

    Fort Lauderdale, Florida 33301  

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)		The subject annual report, semi-annual report, transition report on semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-CEN, N-CSR, or the transition report portion thereof could not be filed within the prescribed time period.

Splash Beverage Group, Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “Form 10-Q”) in a timely manner without unreasonable effort or expense due to a delay in the review by the Company’s auditor. The Company expects to file the Form 10-Q on or prior the 5^th calendar day following the prescribed due date of the Form 10-Q, as required by Rule 12b-25 under the Securities Exchange Act of 1934.

Part IV - Other Information

1. Name and telephone number of person to contact in regard to this notification:

William Meissner	(954)	745-5815
(Name)	(Area Code)	(Telephone Number)

2. Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

Yes ☒  No ☐

3. Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes ☒  No ☐

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company expects to report a net loss for the three months ended September 30, 2025 of approximately $7.0 million, as compared to a net loss of approximately $4.7 million for the three months ended September 30, 2024. The increase in net loss is due to loss on extinguishment of debt and non-cash operating expenses and offset by the decrease in amortization of debt discount.

The Company expects to report operating expenses for the three months ended September 30, 2025 of approximately $6.6 million, compared to approximately $3.0 million for the three months ended September 30, 2024. The increase in our operating expenses was primarily due to the non-cash expense of issuing warrants to management and Directors.

The expected results of operation set forth above are subject to revisions based on auditor review.

Splash Beverage Group, Inc.

(Name of Registrant as Specified in Charter)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 14, 2025	By:	/s/ William Meissner
		William Meissner, President

FAQ

Why is Splash Beverage Group (SBEV) filing its Q3 2025 Form 10-Q late?

Splash Beverage Group reports that it cannot file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 on time without unreasonable effort or expense due to a delay in the review by its auditor.

When does Splash Beverage Group expect to file its delayed Q3 2025 Form 10-Q?

The company states that it expects to file the Form 10-Q on or before the fifth calendar day following the prescribed due date, consistent with Rule 12b-25.

What net loss does Splash Beverage Group expect for Q3 2025?

Splash Beverage Group expects to report a net loss of approximately $7.0 million for the three months ended September 30, 2025, compared to a net loss of approximately $4.7 million for the same period in 2024.

How are Splash Beverage Group’s operating expenses expected to change in Q3 2025?

Operating expenses for the three months ended September 30, 2025 are expected to be approximately $6.6 million, up from approximately $3.0 million for the three months ended September 30, 2024.

What is driving the increase in Splash Beverage Group’s Q3 2025 net loss and operating expenses?

The company attributes the higher net loss and operating expenses primarily to a loss on extinguishment of debt and non-cash operating expenses, including the non-cash expense of issuing warrants to management and directors, partially offset by decreased amortization of debt discount.

Are Splash Beverage Group’s preliminary Q3 2025 results final?

No. The company states that the expected results of operations for the three months ended September 30, 2025 are subject to revisions based on auditor review.

What form did Splash Beverage Group use to disclose the late Q3 2025 filing?

Splash Beverage Group used Form 12b-25, a Notification of Late Filing, related to its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.