Splash Beverage Group Files 8-K: Material Agreement & Equity Sales

TL;DR

Splash Beverage Group signed a new deal and sold stock, filing an 8-K.

AI Summary

On August 21, 2024, Splash Beverage Group, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company also reported on unregistered sales of equity securities. Specific details regarding the agreement and the financial obligations were not fully disclosed in the provided text, but the filing indicates a significant event for the company.

Why It Matters

This filing indicates a significant corporate event for Splash Beverage Group, involving a new material agreement and potential dilution from equity sales, which could impact its financial standing and stock price.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered sales of equity, which can introduce financial obligations and potential dilution.

Key Players & Entities

• SPLASH BEVERAGE GROUP, INC. (company) — Registrant
• August 21, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common Stock, $0.001 par value per share SBEV NYSE Ameri
• $2,050,000 — aggregate original principal amount of $2,050,000, (the "Notes") upon maturity convertibl
• $0.4375 — the "Warrants") at an exercise price of $0.4375 per Warrant Share. The Warrants are exe
• $0.35 — g. The conversion price of the Notes is $0.35 per share. The Company intends to close

Filing Documents

• e5901_8-k.htm (8-K) — 35KB
• e5901_ex4-1.htm (EX-4.1) — 72KB
• e5901_ex10-1.htm (EX-10.1) — 233KB
• e5901_ex10-2.htm (EX-10.2) — 70KB
• 0001731122-24-001315.txt ( ) — 719KB
• sbev-20240821.xsd (EX-101.SCH) — 4KB
• sbev-20240821_def.xml (EX-101.DEF) — 26KB
• sbev-20240821_lab.xml (EX-101.LAB) — 36KB
• sbev-20240821_pre.xml (EX-101.PRE) — 25KB
• e5901_8-k_htm.xml (XML) — 6KB

01

Item 1.01 Entry into a Material Definitive Agreement. Convertible Promissory Note On August 21 and 22, 2024, the Company entered into a securities purchase agreement (the "Purchase Agreement") with certain accredited investors (the "Purchasers"). Pursuant to the Purchase Agreement, to date the Company sold the Purchasers to date in this offering: (i) convertible notes in the aggregate original principal amount of $2,050,000, (the "Notes") upon maturity convertible into up to 5,857,142 shares of common stock of the Company, par value $0.001 per share ("Common Stock"), warrants to initially acquire up to an aggregate of 2,928,571 additional shares of Common Stock (the "Warrants") at an exercise price of $0.4375 per Warrant Share. The Warrants are exercisable for CASH ONLY. The Company has received gross proceeds of $2,050,000 in connection with the closing of the financing. The conversion price of the Notes is $0.35 per share. The Company intends to close the offering over multiple tranches. The maturity date of the Notes is September 1, 2029. Interest on the unpaid principal balance of the Notes accrues at 9% per annum which may be converted into shares or payable in arrears on a semi-annual basis on January 1 st and July 1 st until the note reaches maturity. Subject to the conversion of the Notes, any accrued interest outstanding is payable in full on the maturity date of the Notes. The Notes are subject to customary events of default including the failure to pay principal and interest when due or bankruptcy by the Company. Upon the occurrence of an event of default, the unpaid portion of the principal amount will bear simple interest from the date of the event of default at a rate equal to 12% per annum, for the duration from such event of default until the cure of such default or the repayment date of the entire outstanding balance of the Note. The Warrants are exercisable at any time after the date of issuance until the five (5) year anniversary of thei

03 Creation of

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 and 9.01 of this Current Report on Form 8-K is incorporated herein by reference.

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein reference, to the extent required. Based in part upon the representations of the Investor and the Purchasers, to the Company, including that they are an "accredited investor" as defined under Rule 501(a) of Regulation D, the shares of Common Stock issuable under the Purchase Agreement, upon conversion of the Notes or upon exercise of the Warrant, will be exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

01 Financial Statements

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Warrant 10.1 Form of the Purchase Agreement 10.2 Form of the Note 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 26, 2024 SPLASH BEVERAGE GROUP, INC. /s/ Robert Nistico Robert Nistico Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR