Splash Beverage Group Enters Material Agreement

TL;DR

Splash Beverage Group signed a big deal, sold some stock, and filed other stuff. Big moves happening.

AI Summary

Splash Beverage Group, Inc. announced on September 25, 2025, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events, including financial statements and exhibits. This filing indicates significant corporate activity and potential changes in the company's financial structure.

Why It Matters

This filing signals a significant development for Splash Beverage Group, potentially impacting its financial standing and strategic direction through new agreements and equity transactions.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce financial and operational risks, depending on the specifics not detailed in this summary.

Key Players & Entities

• SPLASH BEVERAGE GROUP, INC. (company) — Registrant
• September 25, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 001-40471 (commission_file_number) — SEC File Number
• 34-1720075 (ein) — IRS Employer Identification No.
• 1314 E LAS OLAS BLVD, SUITE 221 (address) — Business Address
• FORT LAUDERDALE (city) — Business Address City
• FL (state) — Business Address State
• 33301 (zip_code) — Business Address Zip
• Canfield Medical Supply, Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 per value per share SBEV NYSE America
• $2,000,000 — urchase Agreement, the Company received $2,000,000 on September 22, 2025 and that day issu
• $2,200,000 — s") in an aggregate principal amount of $2,200,000. Each Note is convertible into shares
• $1.75 — version price equal to the lower of (i) $1.75 per share and (ii) $0.01 above the clos
• $0.01 — e lower of (i) $1.75 per share and (ii) $0.01 above the closing sale price on the dat
• $3,000,000 — he Company has effected an aggregate of $3,000,000 of purchases from the Investor under th
• $35,000,000 — me to time, with proceeds not to exceed $35,000,000. Sales under the ELOC Agreement are sub
• $1.75 million — tion amount, estimated at approximately $1.75 million – $2.25 million (which includes sums du
• $2.25 million — imated at approximately $1.75 million – $2.25 million (which includes sums due under the Sett
• $673,007 — he Company agreed to pay CdV a total of $673,007.13, with interest accruing at 12% per a
• $62,726.25 — November 4, 2025 in monthly payments of $62,726.25 plus applicable accrued interest. The S

Filing Documents

• e6867_8-k.htm (8-K) — 43KB
• e6867_ex4-1.htm (EX-4.1) — 123KB
• e6867_ex10-1.htm (EX-10.1) — 94KB
• e6867_ex10-2.htm (EX-10.2) — 87KB
• e6867_ex10-3.htm (EX-10.3) — 259KB
• e6867_ex10-4.htm (EX-10.4) — 97KB
• e6867_ex10-5.htm (EX-10.5) — 43KB
• image_003.jpg (GRAPHIC) — 10KB
• image_004.jpg (GRAPHIC) — 17KB
• 0001731122-25-001300.txt ( ) — 1165KB
• sbev-20250925.xsd (EX-101.SCH) — 4KB
• sbev-20250925_def.xml (EX-101.DEF) — 26KB
• sbev-20250925_lab.xml (EX-101.LAB) — 36KB
• sbev-20250925_pre.xml (EX-101.PRE) — 25KB
• e6867_8-k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Financing On September 19, 2025, Splash Beverage Group, Inc., a Nevada corporation (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with two institutional investors (each an "Investor," and collectively the "Investors"). Pursuant to the Purchase Agreement, the Company received $2,000,000 on September 22, 2025 and that day issued to the Investors Original Issue Discount Secured Convertible Promissory Notes (each, a "Note" and collectively the "Notes") in an aggregate principal amount of $2,200,000. Each Note is convertible into shares of the Company's Common Stock at a conversion price equal to the lower of (i) $1.75 per share and (ii) $0.01 above the closing sale price on the date of conversion. The Notes do not bear any interest absent an event of default, and mature on September 22, 2026. The Notes contain customary events of default, the occurrence of which results in the entire outstanding amount of principal and other amounts payable becoming immediately due and payable, and interest accruing at a rate of 7% per annum. The Company may prepay the Notes at any time and from time to time, in whole or in part, without premium or penalty. While any portion of the Notes is outstanding, and after the Company has effected an aggregate of $3,000,000 of purchases from the Investor under the ELOC Agreement described below, if the Company receives further gross proceeds under the ELOC Agreement, the Company shall apply 30% of the proceeds to repay the outstanding amounts owed under the Notes, until the Notes are paid in full. As collateral for the obligations under the Notes, the Company granted to the Investors a security interest in all of the Company's assets, subject to certain exceptions, pursuant to and as set forth in a Security Agreement entered into between the Company and each Investor. In connection with the Purchase Agreement, on September 19, 2025, the Company

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information contained in Item 1.01 is incorporated by reference into this Item 3.02. The Notes were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D promulgated thereunder.

01 Other Events

Item 8.01 Other Events In December 2020, Splash acquired the key assets, including intellectual property rights (the "IP"), of the Copa DI Vino single-serve wine company ("CdV"). On April 4, 2025 the Company entered into an intellectual property license agreement (the "License Agreement") granting CdV an exclusive license to use the IP for sales of wine beverages and other products bearing the Copa di Vino brand name in the U.S. Under the License Agreement, Splash may require full rights to the IP by paying a termination amount, estimated at approximately $1.75 million – $2.25 million (which includes sums due under the Settlement Agreement, as defined below), before October 4, 2025. If such termination amount is not paid by such deadline, CdV has the right, but not the obligation, to purchase the IP at fair market value, determined by an independent third party, during the period beginning January 4, 2026 and ending January 4, 2027. If neither the Company nor CdV exercise the respective rights to terminate the license and purchase the IP under the License Agreement, the exclusive license granted to CdV thereunder will continue for the life of the IP, as applicable. The Company has not marketed or sold the wine or other CdV productssince April 2025. On April 4, 2025, the Company entered into a settlement agreement with CdV (the "Settlement Agreement") under which the parties agreed to the settlement of two lawsuits brought by CdV against the Company in Oregon and Florida, and the Company agreed to pay CdV a total of $673,007.13, with interest accruing at 12% per annum, with installment payments beginning on November 4, 2025 in monthly payments of $62,726.25 plus applicable accrued interest. The Settlement Agreement provides for certain events of default, the occurrence of which, subject to the Company's right to cure within 15 days as to a payment default or 30 days with respect to other defaults, would entitle CdV to accelerate payment of the settlement amount,

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit # Exhibit Description 4.1 Form of Secured Convertible Promissory Note 10.1 Form of Securities Purchase Agreement 10.2 Form of Registration Rights Agreement 10.3 Form of ELOC Agreement 10.4 License Agreement 10.5 Settlement Agreement SIGNATURE 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: September 25, 2025 SPLASH BEVERAGE GROUP, INC. By: /s/ Robert Nistico Robert Nistico, Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR