Splash Beverage Group Reports Financial Obligations & Equity Sales

TL;DR

Splash Beverage Group just took on new debt and sold stock on Aug 9th.

AI Summary

Splash Beverage Group, Inc. entered into a material definitive agreement on August 9, 2024, related to the creation of a direct financial obligation. The company also reported unregistered sales of equity securities on the same date. This filing details financial obligations and equity transactions.

Why It Matters

This filing indicates new financial commitments and the issuance of equity, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details financial obligations and unregistered equity sales, which can introduce financial risk and dilution concerns.

Key Players & Entities

• SPLASH BEVERAGE GROUP, INC. (company) — Filer
• August 9, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ge on which registered Common Stock, $0.001 par value per share SBEV NYSE Ameri
• $4,000,000 — aggregate original principal amount of $4,000,000, (the "Notes") upon maturity convertibl
• $0.4375 — the "Warrants") at an exercise price of $0.4375 per Warrant Share. The conversion price
• $0.35 — e. The conversion price of the Notes is $0.35 per share. Pursuant to the Subscription
• $10,000,000 — ompany intends to raise an aggregate of $10,000,000 to $12,000,000 over the course of multi
• $12,000,000 — to raise an aggregate of $10,000,000 to $12,000,000 over the course of multiple tranches, t
• $5,000,000 — e tranches, to date having entered into $5,000,000 in proceeds over the course of their in
• $1,250,000 — aggregate original principal amount of $1,250,000, (the "September Notes") convertible in
• $0.85 — iginal conversion price of the Notes is $0.85 per share, subject to adjustments as pr
• $0.25 — ively has subsequently been adjusted to $0.25. The May Transaction As Reported on
• $1,850,000 — aggregate original principal amount of $1,850,000, (the "May Notes") convertible into up
• $0.40 — al conversion price of the May Notes is $0.40 per share, subject to adjustments as pr
• $600,000 — aggregate original principal amount of $600,000, (the "August Notes") convertible into
• $0.38 — conversion price of the August Notes is $0.38 per share, subject to adjustments as pr
• $0.30 — ively has subsequently been adjusted to $0.30. On September 26, 2024, Company receiv

Filing Documents

• e6016_8k.htm (8-K) — 58KB
• e6016_ex4-1.htm (EX-4.1) — 173KB
• e6016_ex4-4.htm (EX-4.4) — 64KB
• e6016_ex10-1.htm (EX-10.1) — 311KB
• e6016_ex10-2.htm (EX-10.2) — 277KB
• e6016_ex10-3.htm (EX-10.3) — 171KB
• e6016_ex10-10.htm (EX-10.10) — 219KB
• e6016_ex10-11.htm (EX-10.11) — 58KB
• e6016_ex10-12.htm (EX-10.12) — 107KB
• 0001731122-24-001643.txt ( ) — 2015KB
• sbev-20240809.xsd (EX-101.SCH) — 4KB
• sbev-20240809_def.xml (EX-101.DEF) — 29KB
• sbev-20240809_lab.xml (EX-101.LAB) — 36KB
• sbev-20240809_pre.xml (EX-101.PRE) — 26KB
• e6016_8k_htm.xml (XML) — 6KB

01

Item 1.01 Entry into a Material Definitive Agreement. Convertible Promissory Note In addition to transactions reported on Form 8K on August 21st 2024, between August 9 and September 30, 2024, the Company entered into securities purchase agreements (the "Purchase Agreement") and subscription agreements (the "Subscription Agreement," together with the Purchase Agreement, the "Transaction Documents") with certain accredited investors (the "Purchasers"). Pursuant to the Transaction Documents, the Company sold the Purchasers: (i) convertible notes in the aggregate original principal amount of $4,000,000, (the "Notes") upon maturity convertible into up to 11,428,571 shares of Common Stock of the Company, warrants to initially acquire up to an aggregate of 11,428,571 additional shares of Common Stock (the "Warrants") at an exercise price of $0.4375 per Warrant Share. The conversion price of the Notes is $0.35 per share. Pursuant to the Subscription Agreements the Company intends to raise an aggregate of $10,000,000 to $12,000,000 over the course of multiple tranches, to date having entered into $5,000,000 in proceeds over the course of their internally defined tranches. The balance of transactions will be closed within 30 calendar days of this Form 8-K. 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 an

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, Buyers, 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 August Warrant 4.2 Form of May Warrant (as filed with the SEC on Form 8-K as Exhibit 4.1 on May 7 th , 2024) 4.3 Form of September Warrant (as filed with the SEC on Form 8-K as Exhibit 4.1 on October 5, 2023) 4.4 Form of Warrant 10.1 Form of August Purchase Agreement 10.2 Form of August Note 10.3 Form of August Registration Rights Agreement 10.4 Form of May Purchase Agreement (as filed with the SEC on Form 8-K as Exhibit 10.1 on May 7 th , 2024) 10.5 Form of May Note (as filed with the SEC on Form 8-K as Exhibit 10.2 on May 7 th , 2024) 10.6 Form of May Registration Rights Agreement (as filed with the SEC on Form 8-K as Exhibit 10.3 on May 7 th , 2024) 10.7 Form of September Purchase Agreement (as filed with the SEC on Form 8-K as Exhibit 10.1 on October 5, 2023) 10.8 Form of September Note (as filed with the SEC on Form 8-K as Exhibit 10.2 on October 5, 2023) 10.9 Form of September Registration Rights Agreement (as filed with the SEC on Form 8-K as Exhibit 10.3 on October 5, 2023) 10.10 Form of the Purchase Agreement 10.11 Form of the Note 10.12 Form of the Subscription Agreement 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: October 22, 2024 SPLASH BEVERAGE GROUP, INC. /s/ Robert Nistico Robert Nistico Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR