Splash Beverage Group, Inc. notified the SEC that it cannot timely file its Form 10-Q for the quarter ended March 31, 2026 due to limited personnel and delays in preparing and reviewing the quarter-end financial statements. The company expects to file the Form 10-Q on or prior to the fifth calendar day following the prescribed due date under Rule 12b-25.
The company provided preliminary results: revenues $4,224 for the three months ended March 31, 2026 (versus $68,606 for the prior-year period) and an expected loss from continuing operations of approximately $2,136,000 for the quarter (versus approximately $3,276 for the prior-year quarter). These amounts are subject to revision based on auditor review.
Splash Beverage Group, Inc. notified the SEC that it cannot timely file its Form 10-Q for the quarter ended March 31, 2026 due to limited personnel and delays in preparing and reviewing the quarter-end financial statements. The company expects to file the Form 10-Q on or prior to the fifth calendar day following the prescribed due date under Rule 12b-25.
The company provided preliminary results: revenues $4,224 for the three months ended March 31, 2026 (versus $68,606 for the prior-year period) and an expected loss from continuing operations of approximately $2,136,000 for the quarter (versus approximately $3,276 for the prior-year quarter). These amounts are subject to revision based on auditor review.
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 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 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, Inc. filed an amended annual report to add Part III information because it will not file a proxy statement within 120 days. The amendment updates details on directors, executive compensation, equity plans, related-party transactions and governance, but does not change the 2025 financial statements.
The company reports a market value of non‑affiliate equity of $6,454,754 and 10,858,508 common shares outstanding as of April 22, 2026. It describes an independent board, three standing committees, a clawback policy, and insider trading and anti‑hedging policies.
Related-party and financing disclosures highlight a revenue loan with Decathlon Alpha IV, L.P., for which a demand letter seeks about $2.83 million, several merchant cash advance facilities, and roughly $0.4 million in advances from former CEO Robert Nistico. The filing also explains issuance and subsequent board cancellation of 5,050,000 2025 Warrants, with 1,350,000 warrants held by former employees, including ex‑CFO William Devereux, still outstanding.
Splash Beverage Group, Inc. filed an amended annual report to add Part III information because it will not file a proxy statement within 120 days. The amendment updates details on directors, executive compensation, equity plans, related-party transactions and governance, but does not change the 2025 financial statements.
The company reports a market value of non‑affiliate equity of $6,454,754 and 10,858,508 common shares outstanding as of April 22, 2026. It describes an independent board, three standing committees, a clawback policy, and insider trading and anti‑hedging policies.
Related-party and financing disclosures highlight a revenue loan with Decathlon Alpha IV, L.P., for which a demand letter seeks about $2.83 million, several merchant cash advance facilities, and roughly $0.4 million in advances from former CEO Robert Nistico. The filing also explains issuance and subsequent board cancellation of 5,050,000 2025 Warrants, with 1,350,000 warrants held by former employees, including ex‑CFO William Devereux, still outstanding.
SPLASH BEVERAGE GROUP, INC. director Francis Knuettel II filed an initial Form 3 reporting his beneficial ownership. The filing shows indirect ownership of 30,000 shares of common stock held by Camden Capital LLC.
According to a footnote, Knuettel and his spouse share independent voting and dispositive control over these shares, which are reported as indirectly owned rather than held in his own name. The filing does not reflect a new purchase or sale, but establishes his existing position as an insider.
SPLASH BEVERAGE GROUP, INC. director Francis Knuettel II filed an initial Form 3 reporting his beneficial ownership. The filing shows indirect ownership of 30,000 shares of common stock held by Camden Capital LLC.
According to a footnote, Knuettel and his spouse share independent voting and dispositive control over these shares, which are reported as indirectly owned rather than held in his own name. The filing does not reflect a new purchase or sale, but establishes his existing position as an insider.
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 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. 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. 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. 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. 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, 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.