Endovia Health Sciences, Inc 8-K, filed Oct 9, 2020
Endovia Health Sciences, Inc. (EDVA)
About this 8-K
Endovia Health Sciences, Inc filed this 8-K on October 9, 2020, reporting on events of October 5, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT
REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 5, 2020
| SPLASH BEVERAGE GROUP, INC. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Colorado |
| (State or Other Jurisdiction of Incorporation) |
| 000-55114 | 34-1720075 | |
| (Commission File Number) | (IRS Employer Identification No.) |
1314 E Olas Blvd, Suite 221 Fort Lauderdale, FL 33301 |
||
| (Address of Principal Executive Offices) | ||
| (954) 745-5815 | ||
| (Registrant’s Telephone Number, Including Area Code) | ||
| ||
| (Former Name or Former Address, if Changed Since Last Report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name
of each exchange on which registered | ||
| NA | NA | NA |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 5, 2020, the Board of Directors (the “Board”) of Splash Beverage Group Inc. (the “Company”) increased it size to six (6) members and appointed Peter J. McDonough as a member of the Board, effective as of October 5, 2020.
Peter McDonough currently serves as Chief Executive Officer of Trait Biosciences. Previously he served as a senior executive at Diageo North America for nearly a decade as its President, Chief Marketing & Innovation Officer from 2009 to 2015.
In his diverse career, Mr. McDonough has worked in six different industries and successfully led organizations on three continents. After teaching at The University of Canterbury’s Graduate School of Business in New Zealand, and prior to his time at Diageo, Mr. McDonough was Procter & Gamble’s Vice President of European Marketing overseeing Duracell Batteries and Braun Appliances. Earlier, he served on the MBA faculty teaching marketing strategy at the University of Canterbury’s Graduate School of Commerce in New Zealand. Mr. McDonough served as Procter & Gamble’s Vice President of European Marketing for Duracell Batteries and Braun Appliances. Prior to his overseas roles Mr. McDonough served as Gillette’s head of North American Marketing where he led the brand marketing organization for the company’s flagship Blade/Razor and Personal Care Business. Earlier in his career, he served as Director of North American Marketing at Black & Decker where he was involved in launching the DeWalt Power Tool Company.
Mr. McDonough is an alumnus of Cornell University and holds a Master of Business Administration from the Wharton School of Business. He currently also serves on the Board of Directors of Trait Biosciences, Franklin Templeton’s Benefit Street RFT, The Pi Group, and on the Advisory Boards of Viridian Capital Advisors. Mr. McDonough previously served on the board of directors of Splash Beverage Group, Inc., a Nevada corporation and wholly owned operating subsidiary of the Company, from 2013 to 2020, and on the board of directors of not for profit organizations including Effies Worldwide, The AdCouncil of America and The Children’s Trust Fund of Massachusetts.
In consideration for his service as a member of the Board, Mr. McDonough will receive warrants to purchase 1,000,000 shares of the Company’s common stock (the “Warrants”). The shares subject to the Warrants will vest ratably, with one-third of the shares vesting on the initial grant date and each anniversary of the grant date thereafter, such that the Warrants are fully vested on the second anniversary of the date of grant, subject to Mr. McDonough’s continuous services on each applicable vesting date. Mc. McDonough is also entitled to receive a $1,000 cash payment for attendance at each Board meeting and reimbursement for all out-of-pocket expenses related to attendance at any meeting of the Board.
Mr. McDonough does not have a family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between Mr. McDonough and any other persons pursuant to which she was selected as a director, and there are no transactions in which she has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
On October 7, 2020, the Company issued a press release (the “Release”) announcing Mr. McDonough’s appointment to the Board. A copy of the Release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibits 99.1 shall not be deemed “filed” for purposed of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 99.1 | Press Release dated October 7, 2020 |
1
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 9, 2020
| SPLASH BEVERAGE GROUP, INC. | |
| /s/ Dean Huge | |
Dean Huge Chief Financial Officer |
2
Exhibit 99.1
Splash Beverage Group (SBEV) Is Pleased to Announce the Appointment of Peter McDonough, a Global Brand Builder with Proven Leadership in Accelerating Sales and Market Share to Its Board of Directors
Fort Lauderdale, Florida--(Newsfile Corp. - October 7, 2020) - Splash Beverage Group, Inc. (OTC Pink: SBEV) (https://www.SplashBeverageGroup.com) (“the Company”), a holding company building a leading portfolio of beverage brands, announced today the appointment of renowned brand builder and business performance accelerator Peter McDonough to its Board of Directors.
CEO Robert Nistico states, “We are lucky to be adding Peter to our Board. Over the course of his 30-year career, Peter has created successful marketing campaigns and built organizational capabilities that accelerated the growth of business enterprises ranging from small start-ups as well as multi-billion-dollar companies.”
Mr. McDonough brings innovative thinking to transform business performance from his leadership experiences directing global organizations in industries such as personal care products, alcoholic beverages, consumer appliances, power tools and bioscience technology. He currently serves as Chief Executive Officer of Trait Biosciences and previously served in senior executive roles at Diageo, Procter & Gamble, Gillette, Duracell and Black & Decker.
Figure 1: Diageo
To
view an enhanced version of Figure 1, please visit:
https://orders.newsfilecorp.com/files/7319/65391_347cfb4fc43bbad7_002full.jpg
Under McDonough’s leadership as President, Chief Marketing & Innovation Officer at Diageo, the company increased the number of new product launches in North America from less than 10 in 2007 to over 50 launches in 2015 - accounting for over $800MM in cumulative sales. The transformation positioned Diageo to be viewed throughout the industry as “best in class” - and positioned Diageo to consistently lead the industry’s annual (IRI/Nielsen) list of top selling new products.
1
Figure 2: President of Diageo Peter McDonough and Sarah Arison speak onstage at the 24th Annual GLAAD Media Awards at the Marriott Marquis in New York
To
view an enhanced version of Figure 2, please visit:
https://orders.newsfilecorp.com/files/7319/65391_347cfb4fc43bbad7_003full.jpg
“Peter’s wealth of experience and insights gained while serving as Diageo’s North American President overseeing brand marketing and product development, as well as his vast professional network will be invaluable to Splash’s Board of Directors. His strategic insights offer helpful counsel as Splash accelerates the growth of our existing brands, Tapout Beverage and Salt Tequila, while adding new brands and expanding our distribution footprint into international markets,” adds Nistico.
Mr. McDonough is an alumnus of Cornell University and holds a Master of Business Administration from the Wharton School of Business. He currently serves on the Board of Directors of Trait Biosciences, Franklin Templeton’s Benefit Street RFT and on the Advisory Board of Viridian Capital Advisors. Mr. McDonough previously served on the Board of Directors at The Advertising Council of America and Effie Worldwide.
Peter McDonough on LinkedIn
https://www.linkedin.com/in/peterjmcdonough/
Follow Splash Beverage Group on Twitter: www.twitter.com/SplashBev
2
Figure 3: Splash Beverage Group
To
view an enhanced version of Figure 3, please visit:
https://orders.newsfilecorp.com/files/7319/65391_347cfb4fc43bbad7_005full.jpg
About Splash Beverage Group, Inc.:
Splash Beverage Group specializes in manufacturing, distribution, sales & marketing of various beverages across multiple channels. SBEV operates in both the non-alcoholic and alcoholic beverage segments which they believe leverages efficiencies and dilutes risk. SBEV believes its business model is unique as it ONLY develops/accelerates brands it perceives to have highly visible pre-existing brand awareness or pure category innovation.
Forward-Looking Statement
This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements and factors that may cause such differences include, without limitation inability to enter into a definitive agreement with respect to the proposed transaction or to complete the transactions contemplated by the non-binding term sheet, matters discovered by the parties as they complete their respective due diligence investigation of the other. Other factors include the possibility that the proposed transaction does not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions. The foregoing list of factors is not exclusive. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.
Contact Information:
Splashbeveragegroup.com
info@splashbeveragegroup.com
954-745-5815
SOURCE: Splash Beverage Group, Inc.
3