Welcome to our dedicated page for Splash Beverage Group SEC filings (Ticker: SBEV), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Splash Beverage Group, Inc. filings document the regulatory record of a Nevada beverage operating company with common stock listed on NYSE American under SBEV. Its disclosures include Form 8-K material-event reports, periodic reporting notices, capital-structure items, shareholder voting matters, and governance updates.
The company's filings cover material agreements such as settlement amendments, board appointments and resignations, compensatory arrangements, equity-plan related grants, and amendments to its charter documents. Capital-structure disclosures include common stock registration details and the withdrawal of a Series A Preferred Stock designation. Reporting records also include annual-report timing disclosures and operating or financial-result categories tied to the company's beverage-brand portfolio.
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. reports its annual results and describes severe liquidity challenges for the year ended December 31, 2025. The company generated net revenues of only $442,732 in 2025 and recorded a net loss from continuing operations of approximately $25.2 million, including $14.2 million of non-cash items.
Auditors raised substantial doubt about Splash’s ability to continue as a going concern due to recurring losses, working capital and stockholders’ equity deficits, and dependence on new financing. After rescinding a Costa Rica water-assets deal and canceling related Series C preferred stock, Splash reported a stockholders’ deficit of $15,300,828 at December 31, 2025, below the NYSE American’s $6 million minimum equity requirement, creating delisting risk.
The company is pursuing a transformative acquisition of Medterra CBD, LLC under a non-binding letter of intent valuing Medterra at $37.6 million, contemplating approximately 54.4 million shares of common and preferred stock, repayment of about $10.4 million of Medterra debt, and additional cash for Medterra investors’ taxes. Splash estimates needing roughly $10 million to close and further capital of about $25 million to expand Medterra’s operations. It also plans to revive beverage revenues via its Chispo Tequila brand, including a house-tequila placement with Senor Frog’s, but estimates at least $2 million in working capital plus $500,000 to build Chispo and about $3 million for broader operating needs.
Splash Beverage Group, Inc. notified the SEC it cannot timely file its Form 10-K for the fiscal year ended December 31, 2025 due to limited personnel and financial resources and an ongoing audit by its independent registered public accounting firm. The company expects to file the Form 10-K on or prior to the 15th calendar day following the prescribed due date, as permitted under Rule 12b-25.
The company states it expects 2025 revenue of approximately $0.4 million versus $4.2 million in 2024, a decrease of about $3.8 million attributed to lack of operating capital that hindered sales. The expected figures are subject to revision based on the completion of the audit.
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, INC. filed an initial ownership report for director Brady James Cobb on Form 3. This filing establishes his status as an insider and discloses that there are currently no reported share purchases, sales, acquisitions, or dispositions associated with this filing.
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. has a prospectus supplement covering 10,000,000 shares of common stock, updating its existing S-1 registration. The supplement incorporates a new agreement with C/M Capital Master Fund, LP, the counterparty to the company’s equity line of credit. Instead of issuing the investor “Commitment Shares” under the equity line, Splash issued a promissory note with an initial principal of $525,000, which may increase to $700,000 based on future sales under the facility. The note bears no interest unless there is an event of default, when it would accrue interest at 10% per year, and it matures on January 26, 2028. After repayment of prior notes, 30% of net proceeds above the first $3 million drawn under the equity line must be used to prepay this note. The company states that related transactions were conducted as unregistered offerings relying on Section 4(a)(2) and Rule 506(b).