Splash Beverage Group Files Proxy Statement for Special Meeting

TL;DR

Splash Beverage Group (SBEV) proxy filing out for special meeting - shareholders vote soon.

AI Summary

Splash Beverage Group, Inc. is filing a Definitive Proxy Statement (DEF 14A) for its stockholders. The filing, dated July 3, 2024, concerns a Special Meeting of Stockholders. The company, formerly known as Canfield Medical Supply, Inc. until July 9, 2012, is incorporated in Nevada and headquartered in Fort Lauderdale, Florida.

Why It Matters

This filing is crucial for shareholders as it outlines the agenda and proposals to be voted on at the upcoming Special Meeting, impacting corporate governance and future company direction.

Risk Assessment

Risk Level: medium — DEF 14A filings are routine but can precede significant corporate actions or shareholder votes that carry inherent risks.

Key Numbers

• 1231 — Fiscal Year End (Indicates the end of the company's financial reporting year.)

Key Players & Entities

• SPLASH BEVERAGE GROUP, INC. (company) — Registrant
• Canfield Medical Supply, Inc. (company) — Former Company Name
• 0001731122-24-001086 (filing_id) — Accession Number
• 20240703 (date) — Filing Date

FAQ

Key Financial Figures

• $0.001 — f shares of our common stock, par value $0.001 (the “Common Stock”), repre
• $1.85 million — fined below) in the principal amount of $1.85 million. Securities Purchase Agreement On Ma
• $1,850,000 — aggregate original principal amount of $1,850,000, (the “Convertible Notes”)
• $0.40 — hares of Common Stock of the Company at $0.40 per share, subject to adjustments as pr
• $0.85 — arrants”) at an exercise price of $0.85 per Warrant Share, subject to adjustmen
• $0 — ve, the conversion price of the note is $0.40, and the warrants are exercisable at

Filing Documents

• e5784_def14a.htm (DEF 14A) — 97KB
• image_001.jpg (GRAPHIC) — 42KB
• image_002.jpg (GRAPHIC) — 37KB
• 0001731122-24-001086.txt ( ) — 208KB

From the Filing

DEF 14A 1 e5784_def14a.htm FORM DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 SPLASH BEVERAGE GROUP, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 31, 2024 To the stockholders of Splash Beverage Group, Inc., This definitive proxy statement is in substantially the same as the preliminary proxy statement that we filed with the Securities and Exchange Commission on June 20, 2024,. You are cordially invited to attend a special meeting of Stockholders of Splash Beverage Group, Inc. (the “Company”) to be held in a virtual-only meeting format via live webcast on the Internet on July 31, 2024, at 10:00 a.m. Eastern Time (the “Special Meeting”). At the Special Meeting you will be asked to vote on the following matters: 1. To approve the issuance of shares of our common stock, par value $0.001 (the “Common Stock”), representing more than 20% of our Common Stock outstanding upon the conversion of Convertible Notes and Warrants issued to certain accredited investors on May 1, 2024, respectively convertible into up to 4,625,000 shares of Common Stock and exercisable into 4,625,000 shares of Common Stock, which amount would be in excess of 19.99% of the issued and outstanding shares of Common Stock, in accordance with section 713 of the NYSE American LLC Company Guide; (“Proposal 1”); We also will transact such other business as may properly come before the Special Meeting or any adjournments thereof. The Board of Directors recommends that you vote at the Special Meeting “FOR” Proposal 1as set forth in this Notice. These items of business are more fully described in the proxy statement that is attached to this Notice. The Board of Directors has fixed the close of business on June 12, 2024, as the “Record Date” for determining the stockholders that are entitled to notice of and to vote at the Special Meeting and any adjournments thereof. A list of stockholders entitled to vote at the meeting will be available for examination by any stockholder, for any purpose related to the meeting to the Special Meeting, by appointment, for a period of ten days before the meeting in person at our corporate offices in Fort Lauderdale, Florida, and in electronic form at the meeting. It is important that your shares are represented and voted at the meeting. You can vote your shares by completing, signing, and returning your completed proxy card or vote by mail, internet or by fax by following the instructions included in the proxy statement. You can revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the proxy statement. We are holding the 2024 Special Meeting of Stockholders in a virtual-only meeting format via live webcast on the internet. You will not be able to attend at a physical location. Stockholders will be able to join and attend online by logging in at www.virtualshareholdermeeting.com/SBEV2024SM Your proxy is revocable in accordance with the procedures set forth in the proxy statement. By Order of the Board of Directors /s/ Robert Nistico Fort Lauderdale, FL Chief Executive Officer and Director July 3, 2024 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS The Proxy Statement and the 2023 Annual Report on Form 10-K are available at www.splashbeveragegroup.com or www.proxyvote.com TABLE OF CONTENTS Page General 1 Questions and Answers 1 Who Can Help Answer Your Questions? 5 Proposal 1 — To approve the issuance of equity in compliance with section 713 of the NYSE American LLC Company Guide 5 Other Matters 6 Beneficial Ownership of Company Common Stock by Directors, Officers, and Principal Stockholders 6 Householding of Proxy Materials 8 Proposals of Stockholders 8 Where You Can Find More Information 8 Stockholders Should Read the Entire Proxy Statement Carefully Prior to Returning Their Proxies PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS GENERAL The enclosed proxy is solicited on behalf of the Board of Directors (the “Board”) of Splash Beverage Gr

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View this DEF 14A filing on SEC EDGAR