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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, 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, Inc. has filed a registration statement covering up to 7,765,238 shares of common stock for resale by existing selling stockholders. These shares may be issued upon conversion of preferred stock, secured convertible notes and the exercise of warrants originally sold in private placements during 2025. Splash is not selling any shares itself under this prospectus and will receive no proceeds from stockholder resales, other than any cash paid to exercise warrants.
The filing highlights that Splash has generated no revenue since March 2025, requires at least $2 million of working capital to restart minimal operations, and significantly more capital for its Costa Rica water assets and Chispo tequila plans. Auditors have expressed substantial doubt about the company’s ability to continue as a going concern, and the company reports large accumulated deficits and ongoing losses while exploring strategic alternatives and acquisitions.
Splash Beverage Group, Inc. has registered up to 10,000,000 shares of common stock for resale by C/M Capital Master Fund, LP under an equity line of credit. The shares consist of up to 9,652,434 purchase shares the company may sell to C/M and up to 347,566 commitment shares issued as consideration for the agreement. Splash will not receive cash from C/M’s resale of these shares, but may receive up to $35,000,000 in aggregate gross proceeds from selling common stock to C/M at its discretion under the purchase agreement.
There were 2,773,106 shares of common stock outstanding as of December 16, 2025, and if all 10,000,000 registered shares are issued, the total would rise to 12,773,106. Splash reports no revenue since March 2025 due to lack of capital, a net loss of $9,886,045 for the three months ended September 30, 2025, and an accumulated deficit of $178,284,467. Its auditors have raised substantial doubt about its ability to continue as a going concern, and management discloses significant funding needs for working capital, tequila inventory, Costa Rica water assets and a large export order.
Splash Beverage Group, Inc.’s chief financial officer filed an initial insider ownership report stating that he does not beneficially own any company securities. The filing identifies the issuer as Splash Beverage Group, Inc. (ticker SBEV) and indicates that no non-derivative or derivative securities are listed in the ownership tables. A remark clarifies that no securities are beneficially owned as of the event date of December 15, 2025.
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.