SBEV 10-Q
Endovia Health Sciences, Inc. (EDVA)
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
For the transition period from _______ to _________
Commission File No.
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or formation) |
(I.R.S. employer identification number) |
| (Address of principal executive offices) (Zip code) |
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Warrants to purchase common stock, $0.001 par value per share | SBEV-WT | NYSE American LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller reporting company 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes
☒
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No
As of August 19, 2026, there were shares of Common Stock issued and outstanding.
| SPLASH BEVERAGE GROUP, INC. |
| FORM 10-Q |
| June 30, 2026 |
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Splash Beverage Group, Inc.
Condensed Consolidated Financial Statements
June 30, 2026
i
| Splash Beverage Group, Inc. |
| Condensed Consolidated Balance Sheets |
| June 30, 2026 and December 31, 2025 |
| June 30, 2026 | December 31, 2025 | |||||||
| Assets | (unaudited) | |||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepaid expenses | ||||||||
| Inventory | ||||||||
| Other receivables | ||||||||
| Deferred finance cost | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Deposits | $ | $ | ||||||
| Investment in Salt Tequila USA, LLC | ||||||||
| Investment in Avicanna, net | ||||||||
| Right of use assets | ||||||||
| Property and equipment | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Liabilities: | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Right of use liability, current portion | ||||||||
| Related party notes payable | ||||||||
| Dividends payable | ||||||||
| Notes payable, net of discounts | ||||||||
| Derivative liability | ||||||||
| Accrued interest payable | ||||||||
| Liabilities of discontinued operations | ||||||||
| Total current liabilities | ||||||||
| Long-term liabilities: | ||||||||
| Notes payable, net of discounts | ||||||||
| Right of use liability – net of current portion | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $ par value, shares authorized, shares issued | ||||||||
| Preferred stock, Series A-1 $ par value, shares authorized, shares issued and outstanding | ||||||||
| Preferred stock Series B, $ par value, 12% cumulative, shares authorized, and shares issued and outstanding at June 30, 2026 and December 31, 2025 | ||||||||
| Common Stock, $ par, shares authorized, shares outstanding at June 30, 2026 and shares outstanding at December 31, 2025 | ||||||||
| Additional paid in capital | ||||||||
| Accumulated other comprehensive income / (loss) | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
Shares and per share amounts are reflective of the 1 for 4 reverse split that occurred on July 24, 2026.
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
| Splash Beverage Group, Inc. |
| Condensed Consolidated Statements of Operations and Comprehensive Loss |
| For the Three Months Ended June 30, 2026 and 2025 |
| (Unaudited) |
| Three months ended June 30 | Six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net revenues | ||||||||||||||||
| Cost of goods sold | ( | ) | ( | ) | ||||||||||||
| Gross profit | ( | ) | ||||||||||||||
| Operating expenses: | ||||||||||||||||
| Contracted services | ||||||||||||||||
| Salary and wages | ||||||||||||||||
| Non-cash share-based compensation | ||||||||||||||||
| Other general and administrative | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income/(expense): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Income/Expense | ( | ) | ||||||||||||||
| Amortization of debt discount | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain on Extinguishment of debt | ( | ) | ( | ) | ||||||||||||
| Loss on inventory write off | ( | ) | ||||||||||||||
| Loss on Asset write off | ( | ) | ( | ) | ||||||||||||
| Loss on Fair Value of investment | ( | ) | ( | ) | ||||||||||||
| Change in FV of derivative | ||||||||||||||||
| Total other income/(expense) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net loss from continuing operations, net of tax | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Discontinued operations: | ||||||||||||||||
| Loss from discontinued operations, net of tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net (loss) from discontinued operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other Comprehensive Income (Loss) | ||||||||||||||||
| Foreign currency translation loss | ( | ) | ( | ) | ||||||||||||
| Total Comprehensive Income (Loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| (Loss) per share - continuing operations | ||||||||||||||||
| Basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| (Loss) per share - discontinued operations | ||||||||||||||||
| Basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of common shares outstanding - continuing operations | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
Shares and per share amounts are reflective of the 1 for 4 reverse split that occurred on July 24, 2026.
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
Splash Beverage Group, Inc.
Condensed Consolidated Statement of Changes in Stockholders’ Equity
For the Three and Six months ended June 30, 2026 and 2025
(Unaudited)
| Common Stock | Series A Preferred Stock | Series A-1 Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | Subscription | Additional | Accumulated Other Comprehensive | Accumulated | Total Stockholders' Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Receivable | Paid-In Capital | Income | Deficit | (Deficit) | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of warrant for convertible note | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of notes payable to common stock | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for services | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated Comprehensive loss - Translation, net | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Preferred stock A | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Preferred stock A-1 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exchange of Notes Payable to Preferred Stock B | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of warrants on convertible instruments | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Preferred stock C for acquisition of Water Right | — | — | — | — | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated Comprehensive loss - Translation, net | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends payable | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2025 (Restated) | $ | $ | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2025 | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of preferred stock B to common stock | — | — | ( | ) | ( | ) | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of notes payable to common stock | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stocks on ELOC | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated Comprehensive loss - Translation, net | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends payable | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2026 | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Share based compensation | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of Preferred stock B to common stock | — | — | ( | ) | ( | ) | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stocks on ELOC | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accumulated Comprehensive loss - Translation, net | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Contribution from shareholders | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends payable | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at June 30, 2026 | $ | $ | $ | $ | $ | $ | $ | ($ | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||
Shares and per share amounts are reflective of the 1 for 4 reverse split that occurred on July 24, 2026.
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
| Splash Beverage Group, Inc. |
| Condensed Consolidated Statement of Cash Flows |
| For the Six Months Ended June 30, 2026 and 2025 |
| (Unaudited) |
| 2026 | 2025 | |||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| (Income)loss from discontinued operations | ( | ) | ||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of debt discount | ||||||||
| ROU assets, net | ( | ) | ||||||
| Change in FV of Derivative | ( | ) | ||||||
| Shares issued for services | ||||||||
| Non-cash share-based compensation | ||||||||
| Loss on write-off of investment | ||||||||
| Loss on fair value of investment | ||||||||
| Gain/ (Loss) on extinguishment of debt | ||||||||
| Changes in working capital items: | ||||||||
| Accounts receivable, net | ||||||||
| Inventory, net | ( | ) | ||||||
| Prepaid expenses and other current assets | ||||||||
| Deposits | ||||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Accrued interest payable | ||||||||
| Net cash used in operating activities - continuing operations | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Capital expenditures | ||||||||
| Loss of Disposal/write off | ( | ) | ||||||
| Net cash used in investing activities - continuing operations | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from issuance of Common stock | ||||||||
| Proceeds from issuance of debt | ||||||||
| Proceeds from issuance of Preferred stock | ||||||||
| Principal repayment of debt | ( | ) | ( | ) | ||||
| Net cash provided by financing activities - continuing operations | ||||||||
| Cash flows from discontinued operations | ||||||||
| Operating cash flows | ( | ) | ||||||
| Investing cash flows | ||||||||
| Financing cash flows | ||||||||
| Net cash provided by (used in) discontinued operations | ( | ) | ||||||
| Net cash effect of exchange rate changes on cash | ( | ) | ( | ) | ||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of year | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for Interest | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities | ||||||||
| Creation of promissory note related to deferred financing costs associated with ELOC proceeds. | ||||||||
| Notes payable and accrued interest converted to common stock (226,770 shares in 2026 & 224,541 shares in 2025) | ||||||||
| Non-cash debt discount in the form of issuance of equity instruments in conjunction with convertible notes | ||||||||
| Series-B Convertible Preferred Stock Issued 126,710 Shares exchanged for $12,670,435 notes payable and accrued interest | ||||||||
| Series-C Convertible Preferred Stock Issued 20,000 Shares exchanged for Subscription Receivable | ||||||||
Shares and per share amounts are reflective of the 1 for 4 reverse split that occurred on July 24, 2026.
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Splash Beverage Group, Inc.
Notes to the Condensed Consolidated Financial Statements
Note 1 – Business Organization and Nature of Operations
Splash Beverage Group, Inc. (the “Company” or “Splash”) is a Nevada corporation was historically seeking to identify, acquire, and build early stage or under-valued beverage brands that have strong growth potential within its distribution system.
As a result of its lack of meaningful sales in the beverage business, beginning in 2026 Splash is transitioning to the regulated wellness and cannaboid markets. The second quarter of 2026 marked an important strategic inflection point for the Company as management began repositioning Splash Beverage Group from a legacy beverage company toward a cannabinoid health and wellness platform focused on long-term value creation.
During the second quarter of 2026, the Company continued evaluating strategic alternatives designed to reposition its business for long-term growth. While Splash Beverage Group has historically operated as a branded beverage company, management believes the Company's public platform, industry relationships and leadership experience present opportunities to participate in higher-growth segments of the cannabinoid health and wellness industry.
As part of this strategic evaluation, the Company explored opportunities to expand beyond its legacy beverage portfolio through acquisitions, licensing arrangements and strategic partnerships involving cannabinoid wellness products and related health technologies. Although the previously announced proposed merger with Medterra was ultimately not completed, management believes that process reinforced its conviction regarding the long-term opportunity within the cannabinoid sector and informed the Company's current strategic direction.
The Company's strategic repositioning has been led by Interim Chief Executive Officer Brady Cobb and Interim Chief Operating Officer Mike Bondurant, each of whom has significant experience building, financing, operating and commercializing businesses within the cannabinoid industry. Management believes this experience provides the Company with a differentiated perspective as it evaluates opportunities across pharmaceutical, wellness and consumer cannabinoid markets.
Following the end of the second quarter, the Company began executing this strategy through a series of transactions and strategic initiatives intended to establish a diversified cannabinoid health sciences platform. These developments are discussed elsewhere in this Quarterly Report and and in the Company's other filings with the Securities and Exchange Commission, including its Current Reports on Form 8-K.
On August 5, 2026, the Company filed a Certificate of Amendment (the “Amendment”) to its Articles of Incorporation with the Nevada Secretary of State to change the Company’s name. On August 6, 2026, in order to correct a scrivener’s error in the filing of the Amendment, the Company filed a Certificate of Correction with the Nevada Secretary of State to correct the change in the Company’s name pursuant to the Amendment to the correct name of “Endovia Health Sciences, Inc.”
Management remains focused on pursuing capital-efficient opportunities that leverage strategic partnerships, proprietary intellectual property and experienced leadership while seeking to create sustainable long-term value for shareholders.
During the second quarter, management submitted a formal compliance plan to NYSE American outlining the Company's actions to restore compliance with the Exchange's continued listing standards. Subsequent to quarter end, NYSE American accepted the Company's plan, providing a defined compliance period through January 29, 2027.
On July 24, 2026, the Company implemented a 1.0 for 4.0 reverse stock split. All Common Stock shares stated herein have been adjusted to reflect the split. The purpose of this reverse split was to maintain the company’s listing on the NYSE American
On March 27, 2025, the Company implemented a 1.0 for 40.0 reverse stock split. All common stock shares stated herein have been adjusted to reflect the split. The purpose of this reverse split was to maintain the company’s listing on the NYSE American.
5
Splash Beverage Group, Inc.
Notes to the Condensed Consolidated Financial Statements
Note 2 – Summary of Significant Accounting Policies
Basis of Accounting
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), and the requirements of the U.S. Securities and Exchange Commission (the “SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. Accordingly, they do not include all of the information and footnotes normally included in financial statements prepared in conformity with U.S. GAAP. They should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2025 Annual Report on Form 10-K, filed with the SEC on April 15, 2026 (the “Form 10-K”).
The accompanying condensed consolidated financial statements are unaudited and include all adjustments (consisting of normal recurring adjustments) that management considers necessary for a fair presentation of its condensed financial position and results of operations for the interim periods presented. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the entire year.
Basis of Presentation and Consolidation
These consolidated financial statements include the accounts of Splash and its wholly owned subsidiaries Splash Beverage Holdings LLC (“Holdings”), Splash International Holdings LLC (“International”), Splash Mex SA de CV (“Splash Mex”), and Copa di Vino Wine Group, Inc. (“Copa di Vino” or “CdV”). All intercompany balances have been eliminated in consolidation.
Our investment in Salt Tequila USA, LLC was historically
accounted for at cost, as the Company did not have the ability to exercise significant influence. During the six months ended June 30,
2026, the Company recognized an impairment charge of $
Our accounting and reporting policies confirm to accounting principles generally accepted in the United States of America (GAAP).
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
CORRECTION OF PRIOR PERIOD ERROR
The Company identified a material prior period error
in the Consolidated Balance Sheet and Statement of Stockholders Equity recognition of water rights.
6
Splash Beverage Group, Inc.
Notes to the Condensed Consolidated Financial Statements
Note 2 – Summary of Significant Accounting Policies, continued
The Company assessed the materiality of this change in presentation on prior period consolidated financial statements in accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” (ASC Topic 250, Accounting Changes and Error Corrections). Based on this assessment, the Company concluded that these error corrections in its Consolidated Statements of Cash Flows are to the previously presented consolidated financial statements. The corrections had an impact on the Consolidated Balance Sheet and Consolidated Statements of Changes in Stockholders’ Equity, and notes to these consolidated financial statements, for any previously presented interim periods ended June 30, 2025 and September 30, 2025. Accordingly, the Company corrected the previously reported errors in the annual report for the years ended December 31, 2025 and 2024 in its Annual Report on Form 10-K for the year ended December 31, 2025.
The financial reporting periods affected by this error include the Company’s previously reported unaudited consolidated financial statements for the periods ended June 30, 2025 and September 30, 2025. In addition, the Company expects to present the corrected interim 2025 amounts in its 2026 consolidated interim financial statements upon the filing of each of its Quarterly Reports on Form 10-Q on a year-to-date basis as a correction to applicable 2025 periods.
Corrected Consolidated Balance Sheet and Statement of Stockholder equity for the period listed below:
| June 30, 2025 | ||||||||||||
| As Reported | Correction | As Corrected | ||||||||||
| Water rights | $ | $ | ( | ) | $ | |||||||
| Subscriptions receivable | $ | $ | $ | |||||||||
Cash Equivalents and Concentration of Cash Balance
The Company considers all highly liquid securities
with an original maturity of three months or less to be cash equivalents. The Company had
Our cash in bank deposit accounts, at times, may exceed
federally insured limits of $
Accounts Receivable and Allowance for Doubtful Accounts
Accounts receivable are carried at their estimated
recoverable amounts and are periodically evaluated for collectability based on past credit history with clients and other factors. The
Company establishes provisions for losses on accounts receivable on the basis of loss experience, known and inherent risk in the account
balance, and current economic conditions. At June 30, 2026 and December 31, 2025, our accounts receivable amounts are reflected net of
allowances of $
Inventory
Inventory is stated at the lower of cost or net realizable
value, accounted for using the weighted average cost method. The inventory balances at June 30, 2026 and December 31, 2025 consisted of
raw materials, work-in-process, and finished goods held for distribution. The cost elements of inventory consist of purchase of products,
transportation, and warehousing. The Company establishes provisions for excess or inventory near expiration are based on management’s
estimates of forecast turnover of inventories on hand and under contract. A significant change in the timing or level of demand for certain
products as compared to forecast amounts may result in recording additional provisions for excess or expired inventory in the future.
Provisions for excess inventory are included in cost of goods sold and have historically been adequate to provide for losses on inventory. The
Company manages inventory levels and purchase commitments in an effort to maximize utilization of inventory on hand and under commitments.
The amount of our reserve was $
7
Splash Beverage Group, Inc.
Notes to the Condensed Consolidated Financial Statements
Note 2 – Summary of Significant Accounting Policies, continued
Property and Equipment
The Company records property and equipment at cost when purchased. Depreciation is recorded for property, equipment, and software using the straight-line method over the estimated economic useful lives of assets, which range from 3-39 years. Company management reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable.
During the quarter ended June 30, 2026, the Company sold a company-owned vehicle
to a current member of the Board of Directors, for $
| 2026 | 2025 | |||||||
| Auto | ||||||||
| Computer Software | ||||||||
| Office furniture & equipment | ||||||||
| Total cost | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Property, plant & equipment, net | ||||||||
Investment in Avicanna
On
June 9, 2026, the Company completed a $
The
investment in Avicanna is recorded at fair value. During the period ended June 30, 2026, the Company recorded a change in value of $
The investment represents a strategic capital allocation aligned with Splash’s previously announced transformation into a cannabinoid-based health, wellness, and healthcare-focused platform company.
Excise taxes
The Company pays alcohol excise taxes based on product sales to both the Oregon Liquor Control Commission and to the U.S. Department of the Treasury, Alcohol and Tobacco Tax and Trade Bureau (TTB). The company also pays taxes to the State of Florida – Division of Alcoholic Beverages and Tobacco. The Company is liable for the taxes upon the removal of product from the Company’s warehouse on a per gallon basis. The federal tax rate is affected by a small winery tax credit provision which decreases based upon the number of gallons of wine production in a year rather than the quantity sold.
Fair Value of Financial Instruments
Financial Accounting Standards (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:
8
Splash Beverage Group, Inc.
Notes to the Condensed Consolidated Financial Statements
Note 2 – Summary of Significant Accounting Policies, continued
| Level 1 - | Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. | |
| Level 2 - | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). | |
| Level 3 - | Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. |
The liabilities and indebtedness presented on the condensed consolidated financial statements approximate fair values at June 30, 2026 and December 31, 2025, consistent with recent negotiations of notes payable and due to the short duration of maturities and market rates of interest.
The following table presents the derivative financial instruments, the Company’s only financial liabilities, measured and recorded at fair value on the Company’s consolidated balance sheet on a recurring basis, and their level within the fair value hierarchy as of June 30, 2026 and December 31, 2025:
| Balance December 31, 2025 | $ | |||
| Creation of derivative liability | ||||
| Change in value | ( | ) | ||
| Balance June 30, 2026 | $ |
June 30, 2026
| Amount | Level 1 | Level 2 | Level 3 | |||||||||||||
| Investment in Avicanna | $ | $ | $ | $ | ||||||||||||
| Embedded conversion derivative liability | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
December 31, 2025
| Amount | Level 1 | Level 2 | Level 3 | |||||||||||||
| Embedded conversion derivative liability | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The table below shows the option-pricing model inputs used by the Company to value the derivative liability at each measurement date:
| June 30, 2026 | Year ended December 31, 2025 | |||||||
| Expected term | . years | years— | ||||||
| Expected average volatility | % | % - | % | |||||
| Expected dividend yield | — | — | ||||||
| Risk-free interest rate | % | %— | ||||||
9
Splash Beverage Group, Inc.
Notes to the Condensed Consolidated Financial Statements
Note 2 – Summary of Significant Accounting Policies, continued
Embedded debt costs in convertible debt instruments
In August 2020, the FASB issued “ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40)” (“ASU 2020-06”) which simplifies the accounting for convertible instruments. The guidance removes certain accounting models which separate the embedded conversion features from the host contract for convertible instruments. Either a modified retrospective method of transition or a fully retrospective method of transition was permissible for the adoption of this standard. Update No. 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption was permitted no earlier than the fiscal year beginning after December 15, 2020. The Company has adopted ASU 2020-06 effective January 1, 2024 and has removed the effects of any embedded conversion features from certain of our convertible instruments.
Revenue Recognition
The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers (Topic 606). This guidance sets forth a five-step model which depicts the recognition of revenue in an amount that reflects what the Company expects to receive in exchange for the transfer of goods or services to customers.
The Company recognizes revenue when the Company’s performance obligations under the terms of a contract with the customer are satisfied. Product sales occur for the Splash Beverage and E-commerce businesses once control of the Company’s products are transferred upon delivery to the customer. Revenue is measured as the amount of consideration that the Company expects to receive in exchange for transferring goods, and revenue is presented net of provisions for customer returns and allowances. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in customer incentives offered to the Company’s customers and their customers. Sales taxes and other similar taxes are excluded from revenue.
Distribution expenses to transport our products, and warehousing expense after manufacture are accounted for in Other General and Administrative cost.
Cost of Goods Sold
Cost of goods sold include the costs of products, packaging, transportation, warehousing, and costs associated with valuation allowances for expired, damaged or impaired inventory. The cost of transportation from production site to other 3rd party warehouses or customer is included in Other General and Administrative cost.
Other General and Administrative Expenses
Other General and Administrative expenses includes Amazon selling fees, cost associated with the outbound shipping and handling of finished goods, insurance cost, consulting cost, legal and audit fees, Investor Relations expenses, travel & entertainment expenses, occupancy cost and other cost.
Stock-Based Compensation
The Company accounts for stock-based compensation in accordance with ASC 718, ”Compensation - Stock Compensation”. Under the fair value recognition provisions, cost is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period, which is generally the award’s vesting period. The Company uses the Black-Scholes option pricing model to determine the fair value of stock-based awards.
10
Splash Beverage Group, Inc.
Notes to the Condensed Consolidated Financial Statements
Note 2 – Summary of Significant Accounting Policies, continued
We measure stock-based awards at the grant-date fair value for employees, directors and consultants and recognize compensation expense on a straight-line basis over the vesting period of the award. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of our common stock, and for stock options and warrants, the expected life of the option and warrant, and expected stock price volatility and exercise price. We used the Black-Scholes option pricing model to value its stock-based awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. The expected life of stock options/warrants were estimated using the “simplified method,” which calculates the expected term as the midpoint between the weighted average time to vesting and the contractual maturity, we have limited historical information to develop reasonable expectations about future exercise patterns. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, we use comparable public companies as a basis for its expected volatility to calculate the fair value of award. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the award. The estimation of the number of awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts are recognized as an adjustment in the period in which estimates are revised.
Income Taxes
The Company uses the liability method of accounting for income taxes as set forth in ASC 740, ”Income Taxes”. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. The Company records a valuation allowance when it is more likely than not that the deferred tax assets will be realized.
Company management assesses its income tax positions
and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available
at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than
For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. Company management has determined that there are no material uncertain tax positions at June 30, 2026 and December 31, 2025.
The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company’s convertible debt or preferred stock (if any), are not included in the computation if the effect would be anti-dilutive.
Weighted average number of shares outstanding excludes anti-dilutive common stock equivalents, including stock options, warrants to purchase shares of common stock and shares issuable upon the conversion of notes payable.
Weighted average number of shares outstanding excludes anti-dilutive Common Stock equivalents, including warrants to purchase shares of Common Stock and warrants granted by our Board that have not been exercised totaling 856,249.
| Net income/(loss) per common shares: | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | ||||||
| Net income/(loss) | $ | ( | ) | $ | ( | ) | ||
| Dividends on Series A-1 and B preferred stock | ( | ) | ||||||
| Weighted-average shares outstanding | ||||||||
| Net loss per common share | $ | ( | ) | $ | ( | ) | ||
There were no adjustments to the net income (loss) available to common shareholders for the three and six months ended June 30, 2025.
Advertising
The Company conducts advertising for the promotion of its products. In accordance
with ASC 720-35, advertising costs are charged to operations when incurred. The Company recorded advertising expense of $
11
Splash Beverage Group, Inc.
Notes to the Condensed Consolidated Financial Statements
Note 2 – Summary of Significant Accounting Policies, continued
Goodwill and Intangibles Assets
Goodwill represents the excess of acquisition cost over the fair value of the net assets acquired and is not subject to amortization. The Company reviews goodwill annually in the fourth quarter for impairment or when circumstances indicate carrying value may exceed the fair value. This evaluation is performed at the reporting unit level. If a qualitative assessment indicates that it is more likely than not that the fair value is less than carrying value, a quantitative analysis is completed using either the income or market approach, or a combination of both. The income approach estimates fair value based on expected discounted future cash flows, while the market approach uses comparable public companies and transactions to develop metrics to be applied to historical and expected future operating results.
At the time of acquisition, the Company estimates the fair value of the acquired identifiable intangible assets based upon the facts and circumstances related to the particular intangible asset. Inherent in such estimates are judgments and estimates of future revenue, profitability, cash flows and appropriate discount rates for any present value calculations. The Company preliminarily estimates the value of the acquired identifiable intangible assets and then finalizes the estimated fair values during the purchase allocation period, which does not extend beyond 12 months from the date of acquisition.
Long-lived assets
The Company evaluates long-lived assets for impairment when events or changes in circumstances may indicate the carrying amount of the asset group, generally an individual warehouse, may not be fully recoverable. For asset groups held and used, including warehouses to be relocated, the carrying value of the asset group is considered recoverable when the estimated future undiscounted cash flows generated from the use and eventual disposition of the asset group exceed the respective carrying value. In the event that the carrying value is not considered recoverable, an impairment loss is recognized for the asset group to be held and used equal to the excess of the carrying value above the estimated fair value of the asset group. For asset groups classified as held-for-sale (disposal group), the carrying value is compared to the disposal group’s fair value less costs to sell. The Company estimates fair value by obtaining market appraisals from third party brokers or using other valuation techniques.
Foreign Currency Gains/Losses
Foreign Currency Gains/Losses — foreign subsidiaries’
functional currency is the local currency of operations and the net assets of foreign operations are translated into U.S. dollars using
current exchange rates. Gains or losses from these translation adjustments are included in the condensed consolidated statement of operations
and other comprehensive loss as foreign currency translation gains or losses. Translation gains and losses that arise from the translation
of net assets from functional currency to the reporting currency, as well as exchange gains and losses on intercompany balances, are included
in foreign currency translation in the condensed consolidated statement of operations and comprehensive loss. The Company incurred foreign
currency translation net gain of $
Liquidity, Capital Resources and Going Concern Considerations
The
Company’s consolidated financial statements have been prepared on the basis of US GAAP for a going
concern, on the premise that the Company is able to meet its obligations as they come due in the normal course of business. The Company
historically has incurred significant losses and negative cash flows from operation since inception and had net-loss of approximately
$4.2 million for six-month period ended June 30, 2026 and accumulated deficit of approximately $186.8 million through June 30, 2026.
During the six-month period ended June 30, 2026, the Company’s net cash used in operating activities totaled approximately $
12
Splash Beverage Group, Inc.
Notes to the Condensed Consolidated Financial Statements
Note 2 – Summary of Significant Accounting Policies, continued
The Company received approximately $
Management’s plans in regard to these matters include actions to sustain the Company’s operations, such as seeking additional funding to meet its obligations and implement its business plan. The Company has issued preferred stock as part of its strategy to regain compliance with the NYSE American listing standards and reduce debt. These preferred shares, specifically Series B 12% convertible preferred stock, were issued in exchange for promissory notes. The preferred stock offers a 12% cumulative dividend and potential conversion to common stock, subject to shareholder approval and an increase in authorized common stock. In June 2025, the company exchanged approximately $12.67 million outstanding promissory notes and accrued interest for 126,710 shares of Series B Preferred Stock. By converting debt into equity, the Company enhances its balance sheet, reduces interest expense, and improves its shareholder equity position in furtherance of its goal of complying with exchange requirements.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty. If the Company is unable to continue as a going concern, adjustments would be necessary to the carrying values of its assets and liabilities and the reported amounts of revenues and expenses could be materially affected.
Recent Accounting Pronouncements
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently evaluating the impact of this ASU on its financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which amends the guidance in ASC 350-40, Intangibles – Goodwill and Other – Internal-Use Software. The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. The ASU is effective for fiscal years beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact this guidance will have on its financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40). The ASU requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. This ASU also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this ASU can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements, once adopted. The Company is currently evaluating the impact this guidance will have on its financial statement disclosures.
All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company.
13
Splash Beverage Group, Inc.
Notes to the Condensed Consolidated Financial Statements
Note 3 – Notes Payable, Related Party Notes Payable, Convertible Bridge Loans Payable, Revenue Financing Arrangements and Bridge Loan Payable
Notes payable are generally nonrecourse and secured by all Company owned assets.
| Interest Rate | June 30, 2026 | December 31, 2025 | ||||||||||
| Notes Payable and Convertible Notes Payable | ||||||||||||
| In December 2020, the Company entered into a 56- month loan with a company in the amount of $ | % | |||||||||||
| In May 2021, the Company entered into a six-month loan with an individual in the amount of $ | % | |||||||||||
| In August 2022, the Company entered into a 56-months auto loan in the amount of $ | % | |||||||||||
| In August 2023, the Company entered into a twelve-month
loan with an individual in the amount of $ | % | |||||||||||
| In October 2023, the Company entered into a three-month loan with an individual in the amount of $ | % | |||||||||||
| In October 2023, the Company entered into a loan with an individual in the amount of $ | % | |||||||||||
| In April 2024, the Company entered into a commercial financing agreement in the amount of $ | % | |||||||||||
14
| In June 2024, the Company entered into a revenue purchase agreement in the amount of $ | % | |||||||||||
| In September 2024, the Company entered into a merchant cash advance agreement in the amount of $ | % | |||||||||||
| In September 2024, the Company entered into an agreement with individuals totaling in the amount of $ | % | |||||||||||
| In October 2024, the Company entered into an agreement with individuals totaling in the amount of $ | % | |||||||||||
| In November 2024, the Company entered into a merchant cash advance agreement in the amount of $ | % | |||||||||||
| In December 2024, the Company entered into a twelve-month loan with an individual in the amount of $ | % | |||||||||||
| In January 2025, the Company entered into a 12-month loan with individuals in the amount of $ | % | $ | ||||||||||
| In July 2025, the Company entered into a convertible promissory note in the amount of $ | % | $ | ||||||||||
| In August 2025, the Company entered into a convertible promissory note with individuals totaling in the amount of $ | % |
15
| In August 2025, the Company entered into a convertible promissory note in the amount of $ | % | |||||||||||
| In September 2025, the Company entered into a twelve-month loan with individuals totaling in the amount of $ | % | |||||||||||
| In November 2025, the Company entered into a twelve-month loan with individuals totaling in the amount of $ | % | |||||||||||
| In June 2026, the Company entered into a twelve-month loan with relating to ELOC financing cost | % | |||||||||||
| Total notes payable | $ | $ | ||||||||||
| Less notes discount | ( | ) | ||||||||||
| Less current portion | ( | ) | ( | ) | ||||||||
| Long-term notes payable | $ | $ |
Interest expense on notes payable was $
The Company recognized approximately $
16
Splash Beverage Group, Inc.
Notes to the Condensed Consolidated Financial Statements
Note 3 – Notes Payable, Related Party Notes Payable, Convertible Bridge Loans Payable, Revenue Financing Arrangements and Bridge Loan Payable, continued
As of June 30, 2026, and December 31, 2025, the balance
of the unamortized debt discount was $
The Company’s effective interest rate was 21.69% for the six months ended June 30, 2026.
As of June 30, 2026, the Company’s convertible note balances are convertible into approximately shares of common stock
Note 4 – Licensing Agreement and Royalty Payable
The licensing agreement between TapouT LLC and the
Company was terminated in Q1 2024. The parties are engaged in active and constructive settlement discussions pursuant to the terms of
the agreement’s termination provisions. Based on the settlement discussions, the Company anticipates that any final settlement will
not exceed the amounts already recorded in its legal reserve and accrued accounts payable. The Company has reserved $
In connection with the Copa Asset Purchase Agreement, we acquired the license to certain patents from 1/4 Vin SARL (“1/4 Vin”). On February 16, 2018, the Copa DI Vino® entered into three separate license agreements with 1/4 Vin SARL, (1/4 Vin). 1/4 Vin has the right to license certain patents and patent applications relating to inventions, systems, and methods used in the Company’s manufacturing process. In exchange for notes payable, 1/4 Vin granted the Company a nonexclusive, royalty-bearing, non-assignable, nontransferable, terminable license which would continue until the subject equipment is no longer in service or the patents expire. 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 $0.7 million with interest accruing at 12% per annum, with installment payments beginning on November 4, 2025 in monthly payments of $63,000 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, file suit against the Company and/or exercise its right to setoff against any funds or other property in CdV’s possession. Note 9 – Discontinued Operations below.
Note 5– Stockholders’ Equity
Common Stock
On July 24, 2026, the Company implemented a
On March 27, 2025, the Company implemented a
During the three months ended June 30, 2026, we sold
shares of Common Stock for total gross proceeds of $
17
Splash Beverage Group, Inc.
Notes to the Condensed Consolidated Financial Statements
Note 5– Stockholders’ Equity, continued
During the six months ended June 30, 2026, we sold
shares of Common Stock for total gross proceeds of $
ELOC Letter Agreement
On January 26, 2026, the Company entered into an agreement (the “Letter Agreement”) with C/M Capital Master Fund, LP (the “Investor”) which Investor is the counterparty to that certain Securities Purchase Agreement dated September 19, 2025 establishing an equity line of credit facility between the Company and the Investor (the “ELOC Agreement”). Pursuant to the Letter Agreement, the Company in lieu of issuing the Investor shares of Common Stock referred to in the ELOC Agreement as the “Commitment Shares”, as such term is defined and described in the ELOC Agreement, the Company instead issued to the Investor a promissory note (the “Note”). The Note has an initial principal amount of $525,000, which shall be subject to increase up to $700,000 in connection with sales made under the ELOC Agreement which increase, if applicable, would reflect the additional 0.5% of Commitment Shares the Investor was previously entitled to receive under the ELOC Agreement. The Note bears no interest unless an event of default occurs whereupon interest accrues at a rate of 10% per annum and matures on January 26, 2028. We incurred a commitment fee of $525,000, additional ELOC fees of $15,131 and a NYSE fee of $65,000 associated with the ELOC during the six months ended June 30, 2026.
In addition, following the repayment of prior promissory notes originally issued on September 22, 2025 to the Investor and an affiliate, the Note is subject to mandatory prepayments from net proceeds received by the Company under the ELOC Agreement after the first $3 million of net proceeds equal to 30% of any further net proceeds.
ELOC Sales
During the three months ended June 30, 2026, we sold
shares of Common Stock for total gross proceeds of $
Preferred Stock
The Company evaluated the classification of the Preferred Stock and related warrants issued with the Series A-1 Preferred Stock in accordance with ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging. Based on this assessment, management determined that the Preferred Stock and warrants meet the criteria for equity classification. Specifically, the instruments are not mandatorily redeemable, do not embody obligations to repurchase the Company’s shares by transferring assets, and do not require settlement in a variable number of shares with a monetary value that is fixed, tied to a variable other than the Company’s own stock, or indexed to something other than the Company’s stock. The warrants are indexed solely to the Company’s Common Stock and meet the scope exception under ASC 815-10-15. Accordingly, the Preferred Stock and related warrants have been classified as components of stockholders’ equity in the accompanying condensed consolidated financial statements.
The Company has issued four series of preferred stock: Series A, A-1, B, and C, each with distinct rights and preferences as outlined below. Note agreements were amended to be exchanged for Preferred B and the impact of those amendments is subject to further review.
The Series A was automatically redeemed after the Company’s 2025 annual stockholders’ meeting.
Voting Rights
| ● | Series A-1 carries 45 votes per share. | |
| ● | Series B and Series C do not carry any voting rights. |
18
Splash Beverage Group, Inc.
Notes to the Condensed Consolidated Financial Statements
Note 5– Stockholders’ Equity, continued
Dividends
| ● | Series A-1 and Series B carry a fixed 12% annual dividend, payable quarterly in arrears, in either cash or payment-in-kind (PIK) at the Company’s discretion. These dividends are mandatory and take priority over any dividends on Common Stock, regardless of whether Common Stock dividends are declared. | |
| ● | Series C does not accrue dividends. |
Conversion into Common Stock
| ● | Series A-1 is convertible into Common Stock at 80% of the VWAP, subject to a floor of $5.00 and a ceiling of $16.00. A-1 is convertible into a range of 65,625 to 210,000 Common Stock. | |
| ● | Series B is also convertible at 80% of the VWAP, with a floor of $5.00 and a ceiling of $24.00 and is convertible into a range of 529,583 to 2,542,0000 Common Stock. | |
| ● | Series C is convertible at a fixed price of $12.00, The parties agreed on April 9, 2026 that, notwithstanding anything in the Agreement or in any other agreements and documents between the parties to the contrary, the parties hereby agree to rescind and nullify the Transaction effective December 31, 2025. In the furtherance thereof, the Company hereby agrees to transfer the Purchased Assets to Utopia, and Utopia hereby agrees to surrender the Purchase Price consisting of 20,000 shares of the Company’s Series C Convertible Preferred Stock which were issued to Utopia, to the Company, in each case effective as of December 31, 2025. The Series C issuance was subsequently cancelled pursuant to the Asset Purchase Agreement. |
Redemption – at the sole discretion of the Company
| ● | Series A-1 and Series B are redeemable by the Company after two years from the date of issuance, for $1,050,000 and $12,700,000, respectively. | |
| ● | Series C is not redeemable. |
Seniority
| ● | Series B is the most senior class (Seniority Level 1). | |
| ● | Series A-1 ranks junior to Series B (Seniority Level 2). | |
| ● | Series C is the most junior class (Seniority Level 3). |
During the three months ended June 30, 2026, shares of Preferred-B were converted into shares of common stock. During the six months ended June 30, 2026, shares of Preferred-B were converted into shares of common stock.
During the year ended December 31, 2025, shares of Preferred-B were converted into shares of common stock.
Stock Plan
In July 2020, the Board adopted the 2020 Stock Incentive Plan (the “2020 Plan”), which provides for the grant of Options, Restricted Stock Awards, Stock Appreciation Rights, Performance Units and Performance Bonuses to consultants and eligible recipients. The total number of shares that may be issued under the 2020 plan was as of June 30, 2026.
The 2020 Plan has an “evergreen” feature, which provides for the annual increase in the number of shares issuable under the plan by an amount equal to 5% of the number of issued and outstanding common shares at year end, unless otherwise adjusted by the board. In October 2023, the shareholders voted to increase the number of shares issuable under the Plan to 7.5%. At January 1, 2025 the number of shares issuable under the 2020 plan increased by shares.
19
Splash Beverage Group, Inc.
Notes to the Condensed Consolidated Financial Statements
Note 5– Stockholders’ Equity, continued
2020 Equity Incentive Plan
| Options | June 30, 2026 | June 30, 2025 | |||||||||||||||
| Number of Options | Weighted Average Exercise Price | Number of Options | Weighted Average Exercise Price | ||||||||||||||
| Balance - January 1* | $ | $ | |||||||||||||||
| Granted | |||||||||||||||||
| Exercises | |||||||||||||||||
| Cancelled | |||||||||||||||||
| Balance –June 30, | $ | $ | |||||||||||||||
| Exercisable – June 30, | $ | $ | |||||||||||||||
During the six-month period ended June 30, 2026 and June 30, 2025, the company
granted and options to new employees under the 2020 plan, respectively. During the six-month period ended
June 30, 2026 and June 30, 2025, stock-based compensation was recorded $
The fair value of stock options granted in June 30, 2025 has been measured at $ using the Black-Scholes option pricing model with the following assumptions: exercise price $, expected life years, expected volatility %, expected dividends %, risk free rate %.
2025 Equity Incentive Plan
On September 25, 2025 the Company adopted the 2025 Equity Incentive Plan covering 1,328,945 shares of Common Stock of which have been or may be issued or may be issuable to employees, non-employee directors, officers, consultants and advisors of the Company and its subsidiaries
The following is a summary of the Company’s stock option activity:
| Options | 2026 | ||||||||
| Number of Options | Weighted Average Exercise Price | ||||||||
| Balance - January 1* | $ | ||||||||
| Granted | |||||||||
| Exercises | |||||||||
| Cancelled | |||||||||
| Balance – June 30, | $ | ||||||||
| Granted | |||||||||
| Exercises | |||||||||
| Cancelled | |||||||||
| Balance – June 30, | $ | ||||||||
| Exercisable – June 30, | $ | ||||||||
20
Splash Beverage Group, Inc.
Notes to the Condensed Consolidated Financial Statements
Note 5– Stockholders’ Equity, continued
During the six month period ended June 30, 2026 and June 30, 2025, the company granted and , respectively options to employees, consultants and board members under the 2025 plan.
The fair value of stock options granted under the 2025 Plan during the period ended June 30, 2026 has been measured at $ using the Black-Scholes option pricing model with the following assumptions: exercise price $, expected life years, expected volatility %, expected dividends %, risk free rate %. As of June 30, 2026, the remaining unamortized expense associated with options granted under the 2025 Plan amounted to $.
During
the six months ended June 30, 2026 a former CEO of the Company forgave an accrued bonus in the amount of $
Common Stock Issuable, Liability to Issue Stock and Shareholder Advances
Note 6 – Related Parties
During the normal course of business, the Company
incurred expenses related to services provided by the former CEO or Company expenses paid by the former CEO, resulting in related party
payables. In conjunction with the acquisition of Copa di Vino, the Company also entered into a Revenue Loan and Security Agreement (the
“Loan and Security Agreement”) by and among the Company, Robert Nistico, additional Guarantor and each of the subsidiary guarantors
from time-to-time party thereto (each a “Guarantor”, and, collectively, the “Guarantors”), and Decathlon Alpha
IV, L.P. (the “Lender”). The Note Payable to Decathlon with a balance of $188,839 and accrued penalties of $
There were related party advances from our then Chief Executive Officer,
Robert Nistico, in the amount of approximately $
Note 7 – Investment in Salt Tequila USA, LLC
The Company has a marketing and distribution agreement with SALT Tequila USA, LLC (“SALT”) for the manufacturing of our Tequila product line in Mexico.
The Company has a
During the six-months ending June 30, 2026 the Company
recorded an impairment of $
Note 8 –Leases
The Company has various operating lease agreements primarily related to real estate and office. The Company’s real estate leases represent a majority of the lease liability. Lease payments are mainly fixed. Any variable lease payments, including utilities, common area maintenance are expensed during the period incurred. Variable lease costs were immaterial for the quarter ended June 30, 2026 and 2025. A majority of the real estate leases include options to extend the lease. Management reviews all options to extend at the inception of the lease and account for these options when they are reasonably certain of being exercised.
Operating lease expense is recognized on a straight-line
basis over the lease term and is included in operating expense on the Company’s condensed consolidated statement of operations
and comprehensive loss. Operating lease cost was $
21
Splash Beverage Group, Inc.
Notes to the Condensed Consolidated Financial Statements
NOTE 9 – Discontinued Operations
On December 24, 2020, the Company entered into an
Asset Purchase Agreement with CdV, pursuant to which the Company purchased certain assets and assumed certain liabilities that comprise
the CdV business for a total purchase price of $
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 $0.7 million with interest accruing at 12%
per annum, with installment payments beginning on November 4, 2025 in monthly payments of $
Due to the lack of working capital to fund operations, it formed a license agreement with a 3rd party to allow the continued production and flow of product to the customers so that it could later be recovered as the funding challenges were then deemed as only temporary. As the lack of funding persisted through the full year of 2025, the Company subsequently determined it no longer intends to relaunch the product line. As a result, accordingly, the Company has classified the related assets and liabilities associated with its CdV as discontinued operations in its consolidated balance sheets and the results of its logistics and transportation services business has been presented as discontinued operations in its consolidated statements of operations for all periods presented as the discontinuation of its business had a major effect on its operations and financial results. Unless otherwise noted, discussion in the other notes to consolidated financial statements refers to the Company’s continuing operations.
The following table presents the major classes of assets and liabilities of the discontinued operations related to the Subsidiaries:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets of discontinued operations: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepaid Expenses | ||||||||
| Inventory | ||||||||
| PP&E | ||||||||
| Total assets of discontinued operations | $ | $ | ||||||
| Liabilities of discontinued operations: | ||||||||
| Notes payable, current portion | $ | $ | ||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Lease liabilities, current portion | ||||||||
| Liabilities of discontinued operations, current portion | ||||||||
| Total liabilities of discontinued operations | $ | $ | ||||||
The following table summarizes the results of operations of discontinued operations:
22
Splash Beverage Group, Inc.
Notes to the Condensed Consolidated Financial Statements
Note 9 – Discontinued Operations, continued
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues, excluding depreciation and amortization | ||||||||
| Gross loss | ( | ) | ||||||
| Operating expenses | ( | ) | ( | ) | ||||
| Other expenses | ||||||||
| Loss from discontinued operations | $ | ( | ) | $ | ( | ) | ||
Note 10 – Segment Reporting
The Company has two reportable operating segments: (1) the manufacture and distribution of non-alcoholic and alcoholic brand beverages, and (2) the e-commerce sale of beverages. These operating segments are managed separately and each segment’s major customers have different characteristics. Segment Reporting is evaluated by our Chief Executive Officer and Chief Financial Officer.
Note: The Copa di Vino business is included in our Splash Beverage Group segment.
| 3 months ended | 6 months ended | |||||||||||||||
| Revenue, net | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||
| Splash Beverage | ||||||||||||||||
| E-Commerce | ||||||||||||||||
| Net Revenue, net, continuing operations | $ | $ | ||||||||||||||
| 3 months ended | 6 months ended | |||||||||||||||
| Segment Operating loss: | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||
| Splash Beverage | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| E-Commerce | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total Contribution after marketing | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 3 months ended | 6 months ended | |||||||||||||||
| Reconciliation of segment loss to corporate loss: | June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | ||||||||||||
| Other income/expense | ( | ) | ( | ) | ||||||||||||
| Amortization of debt discount | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest income and expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Gain/(loss) on Extinguishment of debt | ( | ) | ( | ) | ||||||||||||
| Loss on inventory write off | ( | ) | ||||||||||||||
| Loss on asset write off | ( | ) | ( | ) | ||||||||||||
| Loss on fair value of investment | ( | ) | ( | ) | ||||||||||||
| Change in FV of Derivative | ||||||||||||||||
| Reconciliation of segment loss to corporate loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from continuing operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 6 months ended | ||||||||
| Total Assets | June 30, 2026 | June 30, 2025 | ||||||
| Splash Beverage Group | ||||||||
| Assets of discontinued operations | ||||||||
| E-Commerce | ||||||||
| Total Assets | $ | $ | ||||||
23
Splash Beverage Group, Inc.
Notes to the Condensed Consolidated Financial Statements
Note 11– Commitment and Contingencies
The Company is a party to asserted claims and are subject to regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the outcome, if any, arising out of any such matter will have a material adverse effect on its business, financial condition or results of operations.
On April 29, 2026, the Company received notification from NYSE Regulation that the Company is not in compliance with the continued listing standards due to its negative stockholders’ equity at December 31, 2025. NYSE American requires a minimum of $6 million of equity for issuers with a history of net losses like the Company. On July 8, 2026, the Company received notice from NYSE Regulation (the “NYSE”) that the NYSE has determined to accept the Company’s plan to regain compliance with the NYSE American’s shareholders’ equity requirement as outlined in Section 1003(a)(i), (ii), and (iii) of the Company Guide (the “Compliance Plan”), which the Company submitted to the NYSE on May 29, 2026. Pursuant to the Compliance Plan, the Company has until January 29, 2027 to regain compliance with the continued listing standards of the NYSE American.
The licensing agreement between TapouT LLC and the Company was terminated in the first quarter of 2024. The parties are engaged in active and constructive settlement discussions pursuant to the terms of the agreement’s termination provisions. Based on the settlement discussions, the Company anticipates that any final settlement will not exceed the amounts already recorded in its legal reserve and accrued accounts payable.
Note 12 – Subsequent Events
From July 1, 2026 through August 18, 2026, the Company sold and issued a total of 2,308,012 shares of common stock pursuant to that certain Securities Purchase Agreement dated September 19, 2025 with C/M Capital Master Fund, LP as purchaser (the “ELOC Agreement”) for total gross proceeds of $1,265,063.
On July 6, 2026, the Company acquired the exclusive worldwide rights to the pharmaceutical product marketed under the brand name CannEpil®, comprising the licensor’s proprietary compounded isolated cannabinoid formulation of CBD and THC isolates, for the treatment, prevention, management, or amelioration of drug-resistant epilepsy, refractory epilepsy, seizure disorders, and all related neurological conditions in humans, including as an adjunctive or add-on therapy pursuant to a (the “License Agreement”) with Argent Biopharma Limited, the owner of CannEpil® (the “Licensor”).
In consideration for the license, the Company issued a lender of the Licensor 5,500 shares of a newly designated series of preferred stock having a stated value of $5,500,000 in satisfaction of amounts that were owed by the Licensor to a lender.
In connection with the License Agreement, C/M Capital Partners, LP, an affiliate of C/M, the Company’s equity line, committed to invest at least $1 million in securities of the Company, as may be determined between the parties, within 60 days to support the Company’s development and commercialization efforts with respect to the Licensed Product. In addition, the Company agreed to pay C/M a sales bonus of $1 million upon the Company achieving $5 million in cumulative net revenue, in the form of preferred equity, cash, or a combination thereof, as mutually agreed in good faith between C/M and the Company, within 30 days of such achievement. Under the License Agreement, the Company agreed to use commercially reasonable efforts to achieve development milestones within certain timeframes and our ability to achieve these milestones is not guaranteed and may require additional capital to obtain regulatory approval for, and to commercialize CannEpil®. Additionally, pursuant to the License Agreement as amended,
24
Splash Beverage Group, Inc.
Notes to the Condensed Consolidated Financial Statements
the Company granted to the Licensor a 15% royalty on net revenue generated from the Company’s sales of CannEpil® attributable to the human field of use, and 10% on net revenue generated from sales of CannEpil® attributable to the veterinary field of use. The Licensor was also granted the right to act as the manufacturer for the Company’s sale of the Licensed Product, subject to the terms and conditions set forth in the License Agreement and to a detailed supply agreement and quality agreement which the parties agreed to negotiate in good faith and execute within 120 days following our receipt of certain required information from the Licensor. Given our limited resources and personnel, as well as certain uncertainties inherent in the License Agreement, our ability to generate revenue from the Licensed Product and the intended uses and benefits of the License, and the potential prospects and demand for CannEpil®, are not guaranteed and may materially differ from those contemplated. We may incur substantial expenses and divert management from other elements of our business in pursuit of our efforts related to the Licensed Product without resulting in a material benefit to our business, in which case our operating results and your investment in us could be materially adversely affected. Further, our initial focus for the Licensed Product is on veterinary uses, and our limited capital resources and staffing may hinder us in our efforts or our ability to further the development of the product for either veterinary or human uses.
On July 10, 2026, the Company entered into a letter agreement with Decathlon Alpha IV, L.P., the lender under that certain Revenue Loan and Security Agreement dated December 24, 2020, as amended (the “Loan Agreement”), pursuant to which the parties agreed that the Company may satisfy its outstanding obligations under the Loan Agreement totaling $2,834,689 by paying to the lender $301,801 on or before August 31, 2026. Under the letter agreement, upon the lender’s receipt of such payment on or before such date, the Company will be forever irrevocably and unconditionally released and discharged from any and all of its obligations under the Loan Agreement, including any claims, charges, demands, fees, liabilities, obligations, indebtedness (including the outstanding balance remaining), damages, costs and expenses arising out of the Loan Agreement.
On July 14, 2026, the Company announced a 1-for-4 reverse stock split.
On July 15, 2026, the Company entered into amendments to certain settlement agreements, which the Company had previously entered into with three separate prior investors of the Company (the “Investors”) in February 2026. Pursuant to the amendments, the Company and each Investor agreed to extend the due date for the remaining settlement payments payable by the Company to provide that 50% of the remaining unpaid settlement payments, or a total of $137,798, shall be paid on July 15, 2026 (which the Company paid on that date), and the remaining 50% of the unpaid settlement payments, or a total of $137,798, shall be due on July 31, 2026, with interest accruing thereon at a rate of 12% per annum and reasonable attorneys’ fees incurred by the Investors. The Company had previously agreed to pay installments to each investor totaling $100,000 by June 30, 2026 and $137,798 by July 15, 2026. The settlement agreements relate to amounts invested by the Investors in October 2024 in connection with agreements which the Investors claimed the Company had breached. All payments have been made in accordance with the agreement.
On July 28, 2026, the Company and the Licensor entered into an addendum (the “Addendum”) to that certain exclusive global
license agreement for CannEpil®, dated July 6, 2026 (the “License Agreement”). Pursuant to the Addendum, the License
Agreement was amended to: (i) expand the field of use under the License Agreement to include veterinary applications; (ii) provide for
an amended royalty rate payable to the Licensor equal to 10% of Net Revenue (as defined in the License Agreement) attributable to veterinary
applications and 15% of Net Revenue attributable to human applications; and (iii) extend various deadlines provided for under the License
Agreement.
On July 31, 2026, the Company entered into a Development and Collaboration Agreement (the “Collaboration Agreement”) with Lupvindol Biosciences Ltd. (“Lupvindol”), pursuant to which Lupvindol has agreed to lead the development of, and all U.S. Food and Drug Administration (“FDA”) regulatory activities for, a new animal drug to be developed from the Company’s pharmaceutical product marketed under the brand name CannEpil® (the “Product”), which the Company licenses pursuant to an Exclusive License Agreement with Argent Biopharma Limited dated July 6, 2026, as amended on July 27, 2026 (the “License Agreement”). The Collaboration Agreement provides that Lupvindol will advance the Product as a cannabinoid-based Investigational Veterinary Product through the FDA Center for Veterinary Medicine Investigational New Animal Drug (“INAD”) and conditional approval pursuant to Section 571 of the Federal Food,
25
Splash Beverage Group, Inc.
Notes to the Condensed Consolidated Financial Statements
Drug, and Cosmetic Act (the “Conditional Approval”), including by working to (a) obtain and maintain an INAD with the FDA Center for Veterinary Medicine; (b) develop and execute a comprehensive plan for the development of the Product acceptable to the FDA (the “Product Development Plan”); (c) conduct all preclinical and clinical studies required for Conditional Approval of the Product; (d) file for and obtain Conditional Approval of the Product; and (e) support the commercialization and licensing efforts for the Product.
In consideration of Lupvindol’s services, the Company has agreed to provide milestone funding and commercial and capital markets support to Lupvindol. The milestone funding is set forth as follows: (a) $95,000 upon execution of the Collaboration Agreement; (b) $75,000 upon the opening of the INAD with the FDA; (c) $65,000 upon completion of the Product Development Plan; (d) $125,000 upon the submission to the FDA representing the inflection point of the program; (e) $250,000 upon the filing of the submission for Conditional Approval of the Product; and (f) $500,000, plus an ongoing royalty equal to 4% of net sales of the Product (which terminates on the 10th anniversary of the first commercial sale of the Product), upon the grant of Conditional Approval of the Product or an earlier licensing transaction. In lieu of the royalty, Lupvindol may elect to receive shares of the Company’s common stock on the terms set forth in the Collaboration Agreement, which contemplates any such payment in shares valued based on the greater of (i) the volume-weighted average trading price of the Company’s common stock on the NYSE American for the five trading days immediately preceding the date of Lupvindol’s election notice and (ii) the minimum price at which a share of common stock may be issued in accordance with the rules of the NYSE American, subject to the conditions set forth in the Collaboration Agreement.
26
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-Looking Statements
The information in this discussion may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business strategy and expectations relating to our plans with respect to our legacy beverage business, our plans, goals and projections with respect to our development and commercialization efforts for our cannabinoid business, the prospective market for our licensed product for human and veterinary uses, the development and commercialization of regulated cannabinoid and wellness products and their potential qualities and success, potential acquisitions and strategic transactions, and our ability to raise the necessary working capital and uses of proceeds therefrom. Any statements that are not of historical fact may be deemed to be forward-looking statements. These forward-looking statements involve substantial risks and uncertainties. In some cases you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue”, the negative of the terms or other comparable terminology. Actual events or results may differ materially from the anticipated results or other expectations expressed in the forward-looking statements. In evaluating these statements, you should consider various factors, including the risks included in our Annual Report on Form 10-K for the year ended December 31, 2025 and in other reports and registration statements filed by us with the United States Securities and Exchange Commission. These factors may cause our actual results to differ materially from any forward-looking statements. The Company disclaim any obligation to publicly update these statements or disclose any difference between actual results and those reflected in these statements.
Unless the context otherwise requires, references in this Form 10-Q to “we,” “us,” “our,” or the “Company” refer to Splash Beverage Group and its subsidiaries.
The following discussion and analysis should be read in conjunction with the Condensed Financial Statements (unaudited) and Notes to Condensed Financial Statements (unaudited) filed herewith.
Business Overview
Splash is a Nevada corporation that was historically seeking to identify, acquire, and build early stage or under-valued beverage brands that have strong growth potential within its distribution system. During the current fiscal year beginning January 1, 2026, Splash has moved away from beverages and is focusing on the cannabinoid and wellness economy businesses.
As a result of its lack of meaningful sales in the beverage business, Splash is transitioning to the regulated wellness and cannaboid markets. The second quarter of 2026 marked an important strategic inflection point for the Company as management began repositioning Splash Beverage Group from a legacy beverage company toward a cannabinoid health and wellness platform focused on long-term value creation. To that end, the Company filed a name change in Nevada to change its corporate name to Endovia Health Sciences, Inc., which is expected to take effect on the NYSE American on August 24, 2026. The name change reflects the Company’s strategic transformation from a legacy beverage business into a diversified cannabinoid health sciences platform focused on commercializing pharmaceutical assets, advancing FDA-regulated human and veterinary therapeutics, and developing innovative cannabinoid wellness and beverage products.
During the second quarter of 2026, the Company continued evaluating strategic alternatives designed to reposition its business for long-term growth. While Splash Beverage Group has historically operated as a branded beverage company, management believes the Company's public platform, industry relationships and leadership experience present opportunities to participate in higher-growth segments of the cannabinoid health and wellness industry.
As part of this strategic evaluation, the Company explored opportunities to expand beyond its legacy beverage portfolio through acquisitions, licensing arrangements and strategic partnerships involving cannabinoid wellness products and related health technologies. Although the previously announced proposed merger with Medterra was ultimately not completed, management believes that process reinforced its conviction regarding the long-term opportunity within the cannabinoid sector and informed the Company's current strategic direction.
The Company's strategic repositioning has been led by Interim Chief Executive Officer Brady Cobb and Interim Chief Operating Officer Mike Bondurant, each of whom has significant experience building, financing, operating and commercializing businesses within the cannabinoid industry. Management believes this experience provides the Company with a differentiated perspective as it evaluates opportunities across pharmaceutical, wellness and consumer cannabinoid markets.
27
Following the end of the second quarter, the Company began executing this strategy through a series of transactions and strategic initiatives intended to establish a diversified cannabinoid health sciences platform. These developments are discussed elsewhere in this Quarterly Report and in the Company's other filings with the Securities and Exchange Commission, including its Current Reports on Form 8-K.
Management remains focused on pursuing capital-efficient opportunities that leverage strategic partnerships, proprietary intellectual property and experienced leadership while seeking to create sustainable long-term value for shareholders.
On July 6, 2026, the Company acquired the exclusive worldwide rights to the pharmaceutical product marketed under the brand name CannEpil®, comprising the licensor’s proprietary compounded isolated cannabinoid formulation of CBD and THC isolates, for the treatment, prevention, management, or amelioration of drug-resistant epilepsy, refractory epilepsy, seizure disorders, and all related neurological conditions in humans. The Company subsequently expanded the license to include veterinary uses, and entered into an agreement with a third party collaborator in an effort to develop and commercialize the product under the expanded use.
The Company generated revenue in the first quarter of 2026 from sales of Chispo tequila to a single customer, however that customer has since terminated its contract with us. We are no longer seeking to market Chispo and are pursuing the development and commercialization of CannEpil® and other potential strategic transactions.
Reverse Stock Split. The Company recently filed a certificate of change to its Articles of Incorporation to effect a one-for-four reverse stock split of each of its issued and outstanding and authorized shares of Common Stock. The reverse stock split took effect at 4:30 pm ET on July 24, 2026. Share and per-share amounts throughout this quarterly report give effect to the reverse stock split. As a result of the Reverse Stock Split, every four shares of Common Stock issued and outstanding were converted into one share of Common Stock. All outstanding securities entitling their holders to purchase or otherwise acquire shares of Common Stock, including stock options, warrants and restricted stock, were adjusted as a result of the Reverse Stock Split, as required by the terms of those securities.
Results of Operations for the Three Months Ended June 30, 2026 compared to Three Months Ended June 30, 2025. Results of Operations for the Six Months Ended June 30, 2026 compared to Six Months Ended June 30, 2025.
Revenue
There were no revenues for the three months ended June 30, 2026 and June 30, 2025. Revenues for the six months ended June 30, 2026 were less than $0.01 million compared to revenues of approximately $0.05 million for the six months ended June 30, 2025. The $0.04 million decrease in sales is due to a decrease in our beverage sales of $0.04 million. In fact, we did not generate any revenue in fiscal year 2025 after the three months ended March of 2025 due to a lack of operating capital which has hindered the Company’s ability to generate sales since that time. This revenue came from sales of Chispo tequila to one customer which has since terminated its contract with us. We are no longer seeking to market Chispo, and have instead shifted our focus to pursuing the development and commercialization of CannEpil® and other potential strategic transactions.
Cost of Goods Sold
There were no cost for the three months ended June 30, 2026 and June 30, 2025. Cost of goods sold for the six months ended June 30, 2026 were less than $0.01 million compared to cost of goods sold for the six months ended June 30, 2025 of approximately $0.05 million. The $0.05 million decrease in cost of goods sold for the six-month period ended June 30, 2026 is primarily due to our decreased sales.
Operating Expenses
Operating expenses for the three months ended June 30, 2026 were $2.0 million compared to $1.5 million for the three months ended June 30, 2025 an increase of $0.5 million. The increase of non-cash share-based compensation $1.1, reduced contract services $0.2. million and reduced salary and wages of $0.6. million and increased operational and general and administrative expenses of $0.3 million related to new line of business activities in 2026. Operating expenses for the six months ended, 2026 were $3.0 million compared to $3.2 million for the six months ended June 30, 2025 a decrease of $0.2 million. The reduced contract services $0.2 million and reduced salary and wages of $0.6 million were partially offset by increased operational and general and administrative expenses and sales and marketing of $0.3 million related to new line of business activities in 2026 and increased non-cash share-based compensation $1.1 million.
Gain on Extinguishment of debt
During the three months ended June 30, 2025 the Company recognized a Gain on Extinguishment of debt of $5.6 million compared to nil for the three months ending June 30, 2026. During the six months ending June 30, 2025, the Company recognized a Gain on Extinguishment of debt of $5.6 million compared to nil for the three months ended June 30, 2026.
Net Other Income and Expense
Interest expenses for the three months ended June 30, 2026 was $0.23 million compared to $0.6 million for the three months ended June 30, 2025. The $0.37 million decrease in interest expense is due to notes were converted to preferred stocks after June 30, 2025. Interest expenses for the six months ended June 30, 2026 was $1.12 million compared to $1.26 million for the six months ended June 30, 2025.
28
Other income was $0.01 and $0 million for the three months ended June 30, 2026 and June 30, 2025 respectively.
Amortization of debt discount for the three months ended June 30, 2026 was approximately $0.01 million compared to $0.6 million for three months ended June 30, 2025. Amortization of debt discount for the six months ended June 30, 2026 was approximately $0.03 million compared to $1.7 million for six months ended June 30, 2025.
Discontinued Operations
Due to the lack of working capital to fund operations, Splash formed a license agreement with a 3rd party to allow the continued production and flow of product to the customers so that it could later be recovered as the funding challenges were then deemed as only temporary. As the lack of funding persisted through the full year of 2025 the company subsequently determined it no longer intends to relaunch the Copa Di Vino(“CdV”) product line. As a result, accordingly, the Company has classified the related assets and liabilities associated with its CdV as discontinued operations in its consolidated balance sheets and the results of its logistics and transportation services business has been presented as discontinued operations in its consolidated statements of operations for all periods presented as the discontinuation of its business had a major effect on its operations and financial results. Unless otherwise noted, discussion in the other notes to consolidated financial statements refers to the Company’s continuing operations.
The following table summarizes the results of operations of discontinued operations:
| 3 months ended | 6 months ended | |||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| Revenues | $ | — | $ | (23,406 | ) | — | $ | 393,072 | ||||||||
| Cost of revenues, excluding depreciation and amortization | — | (321 | ) | — | (416,913 | ) | ||||||||||
| Gross loss | — | (23,727 | ) | — | (23,841 | ) | ||||||||||
| Operating expenses | — | (106,872 | ) | — | (480,995 | ) | ||||||||||
| Other expenses | (46,393 | ) | — | (46,393 | ) | — | ||||||||||
| Loss from discontinued operations | $ | (46,393 | ) | $ | (130,599 | ) | $ | (46,393 | ) | $ | (504,836 | ) | ||||
LIQUIDITY, GOING CONCERN CONSIDERATIONS AND CAPITAL RESOURCES
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.
As of June 30, 2026, the Company had total cash and cash equivalents of $242,702 as compared with $281,435 at December 31, 2025.
As was disclosed in a press release and 8-K filed by the Company on June 3, 2026, the Company reported a going concern disclosure. Specifically, pursuant to Section 610(b) of the NYSE American Company Guide, the Company has reported that its audited consolidated financial statements for the fiscal year ended December 31, 2025, included in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2026, contain an audit opinion from its independent registered public accounting firm that includes an explanatory paragraph regarding the Company’s ability to continue as a going concern. We have sustained recurring losses and we have had working capital and stockholders’ equity deficits. These prior losses and expected future losses have had, and will continue to have, an adverse effect on our financial condition. In addition, continued operations and our ability to continue as a going concern may be dependent on our ability to obtain additional financing in the near future and thereafter, and there are no assurances that such financing will be available to us at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we are unable to generate additional funds in the future through sales of our products, financing or from other sources or transactions, we will exhaust our resources and will be unable to continue operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for the next 12 months.
Net cash used for operating activities during the six months ended June 30, 2026 was $2.0 million as compared to the net cash used by operating activities for the six months ended June 30, 2025 of $1.4 million. The primary reasons for the change in net cash used are decreases in inventory, accrued expenses and accounts receivable partially offset by increases in account payable.
Net cash used for investing activities for the period ending June 30, 2026 we sold a company-owned vehicle and invested $0.2 million in Avicanna and for the period of June 30, 2025 had no capital asset transactions.
Net cash provided by financing activities during the six months ended June 30, 2026 was $2.2 million compared to $1.45 million provided from financing activities for the six months ended June 30, 2025. During the six months ended June 30, 2026, the Company received $2.9 million for selling shares under ELOC agreement, which was offset by repayments to debt holders of $0.74 million.
Off-Balance Sheet Arrangements
The Company do not have any off-balance sheet arrangements (as that term is defined in Item 303 of Regulation S-K) that are reasonably likely to have a current or future material effect on our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.
29
Critical Accounting Estimates
The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, as well as the disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.
Revenue
The Company faces significant judgment in revenue recognition due to the complexities of the beverage industry’s competitive landscape and diverse distribution channels. Determining the timing of revenue recognition involves assessing factors such as control transfer, returns, allowances, trade promotions, and distributor sell-through data. Historical analysis, market trends assessment, and contractual term evaluations inform revenue recognition judgments. However, inherent uncertainties persist, underscoring the critical nature of revenue recognition as it significantly impacts financial statements and performance evaluation.
Allowance for Doubtful Accounts
The allowance for doubtful accounts is established based on historical experience, current economic conditions, and specific customer collection issues. Management evaluates the collectability of accounts receivable on an ongoing basis and adjusts the allowance as necessary. Changes in economic conditions or customer creditworthiness could result in adjustments to the allowance for doubtful accounts, impacting our reported financial results.
Inventory Valuation
We value inventory at the lower of cost or net realizable value. Estimating the net realizable value of inventory involves significant judgment, particularly when market conditions change rapidly or when excess or obsolete inventory exists. Management regularly assesses inventory quantities on hand, future demand forecasts, and market conditions to determine whether write-downs to inventory are necessary.
Fair Value Measurements
We measure certain financial assets and liabilities at fair value on a recurring basis. Fair value measurements involve significant judgment and estimation, particularly when observable inputs are limited or not available. Management utilizes valuation techniques such as discounted cash flow models, market comparable, and third-party appraisals to determine fair values.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for Smaller Reporting Companies.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of the principal executive and principal financial officers, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a – 15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended, or Exchange Act, as of the end of the period covered by this Report. Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that, because of certain material weaknesses in our internal controls over financial reporting, our disclosure controls and procedures were not effective as of June 30, 2026. The material weaknesses relate to a lack of segregation of duties between accounting and other functions and the absence of sufficient depth of in-house accounting personnel with the ability to properly account for complex transactions.
Changes in Internal Control Over Financial Reporting
Except with respect to the above, during the quarter ended June 30, 2026, there were no additional changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
30
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. Except for the litigation disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 we are not currently a party to any legal or arbitration proceeding the outcome of which, if ‘determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business, operating results, cash flows, or financial condition.
ITEM 1A. RISK FACTORS
The Company has included in Item 1A of Part 1 of its Annual Report on Form 10-K for the year ended December 31, 2025, a description of certain risks and uncertainties that could affect the Company’s business, future performance or financial condition (the “Risk Factors”). These Risk Factors are updated and supplement by subsequent reports and registration statements filed by us with the United States Securities and Exchange Commission. Investors are advised to review all such filings and the Risk Factors contained therein before making an investment decision with respect to our securities.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On April 16, 2026, the Company issued a total of 418,720 shares of the Company’s common stock in connection with conversions a total of 5,234 shares of Series B Convertible Preferred Stock.
On June 19, 2026, the Company issued a total of 259,680 shares of the Company’s common stock in connection with conversions a total of 3,246 shares of Series B Convertible Preferred Stock.
The shares issued above were exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) thereunder.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
No disclosure required.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangement
During the six months ended June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
31
ITEM 6. EXHIBITS
(a) Exhibits required by Item 601 of Regulation S-K.
* Filed herewith
** Furnished herewith
| + | Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request. |
32
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 thereunto duly authorized.
| SPLASH BEVERAGE GROUP, INC. | ||
| Date: August 19, 2026 | By: | /s/ Brady Cobb |
| Brady Cobb | ||
| (Principal Executive Officer) | ||
| Date: August 19, 2026 | By: | /s/ Martin Scott |
| Martin Scott, CFO | ||
| (Principal Accounting Officer and Principal Financial Officer) | ||
33