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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 14, 2026

 

SPLASH BEVERAGE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-40471   34-1720075

(State or other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer 

Identification No.)

 

1112 N. Flagler Drive

Fort Lauderdale, Florida

  33304
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (954) 648-7238

 

(Former name or former address, if changed since last report.): n/a

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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.

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value   SBEV   NYSE American LLC

  

 

 

Item 7.01 Regulation FD Disclosure

 

On July 14, 2026, Splash Beverage Group, Inc. issued a press release announcing recent settlement agreements with respect to certain obligations and improvements to its balance sheet, and a 1-for-4 reverse stock split. A copy of the press release is furnished as Exhibit 99.1 of this Current Report on Form 8-K.

 

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit   Description
99.1   Press Release dated July 14, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  SPLASH BEVERAGE GROUP, INC.
     
Date: July 14, 2026 By: /s/ Brady Cobb
  Name: Brady Cobb
  Title: Interim Chief Executive Officer

 

 

 

 

EXHIBIT 99.1

 

Splash Beverage Group Announces Significant Balance
Sheet Improvement and Board Approval of Reverse Stock
Split as Company Continues Strategic Transformation

 

FORT LAUDERDALE, Fla., July 14, 2026 – Splash Beverage Group, Inc. (NYSE American: SBEV) (“Splash,” “Splash Beverage” or the “Company”) today announced two significant actions designed to strengthen the Company’s financial position and advance its previously announced NYSE American compliance plan.

 

The Company has successfully negotiated settlements with multiple legacy creditors representing approximately $3.3 million of accounts payable and accrued liabilities for aggregate cash consideration of approximately $550,000. As a result, Splash expects to recognize an approximate $2.75 million gain from the extinguishment of indebtedness, subject to final accounting review. The liability settlements announced today are expected to eliminate approximately 84% of the negotiated obligations while requiring only approximately 17% of their face value to satisfy those claims.

 

In addition, the Company's Board of Directors has approved a 1-for-4 reverse stock split of the Company's issued and outstanding common stock. The details of the reverse stock split are described below.

 

The reverse stock split is intended to support the Company’s continued compliance with NYSE American’s minimum share price requirements and forms an important component of the Company’s previously announced Exchange-approved compliance plan.

 

Brady Cobb, Interim Chief Executive Officer, commented: “Today’s announcement reflects continued execution against the strategic and financial roadmap we presented to both our shareholders and the NYSE American. In just the past few months, we have secured acceptance of our NYSE compliance plan, strengthened our liquidity through our effective equity line registration, substantially improved our balance sheet through negotiated settlements with legacy creditors, completed our strategic investment in Avicanna, acquired the exclusive worldwide licensing rights to CannEpil®, and continue advancing additional initiatives designed to create long-term shareholder value.”

 

“Negotiating approximately $3.3 million of legacy liabilities down to roughly $550,000 is a meaningful accomplishment for our shareholders. Every unnecessary legacy obligation that we remove strengthens our balance sheet, improves stockholders’ equity, and allows us to direct more resources toward executing our long-term strategy. These settlement agreements reflect disciplined capital allocation and our commitment to rebuilding the Company’s financial foundation.”

 

Reverse Stock Split Supports Continued NYSE American Listing

 

The Company's Board of Directors has approved a 1-for-4 reverse stock split of the Company's issued and outstanding common stock.

 

 

 

Upon effectiveness:

 

Every four issued and outstanding shares of the Company’s common stock will automatically combine into one share of common stock.

 

Appropriate proportional adjustments will be made to outstanding stock options, warrants, restricted stock units, preferred stock conversion ratios, and shares reserved under the Company’s equity incentive plans.

 

No fractional shares will be issued as a result of the reverse stock split. Instead, all fractional shares will be rounded down to the nearest whole share.

 

The number of shares of common stock outstanding will be reduced from approximately 25.2 million shares to approximately 6.3 million shares.

 

The number of shares of common stock authorized under the Company’s articles of incorporation will be reduced from 400 million shares to 100 million shares.

 

The Company’s common stock will continue trading on the NYSE American under the symbol “SBEV” and will receive a new CUSIP number of 84862C401.

 

The reverse stock split will be effective after the market closes on July 24, 2026 following the filing and effectiveness of an amendment to the Company’s articles of incorporation, with the common stock trading on a post-split basis when the market opens on July 27, 2026.

 

The reverse stock split is intended to support the Company’s continued compliance with NYSE American’s minimum share price requirements and is a key component of the Company’s previously announced compliance plan accepted by the Exchange.

 

“The reverse stock split is an important corporate action supporting our broader compliance strategy,” Cobb continued. “While a reverse stock split does not change the underlying value of the Company, maintaining our NYSE American listing is critically important as we continue strengthening our balance sheet and executing our compliance plan. We believe preserving our national exchange listing enhances our visibility, credibility, liquidity, and ability to attract a broader universe of institutional and retail investors.”

 

“Our focus remains disciplined execution. We intend to continue improving the Company’s financial position, achieving full compliance with NYSE American’s listing standards as expeditiously as possible, and creating sustainable long-term value for our shareholders.”

 

About Splash Beverage Group, Inc.

 

Splash Beverage Group, Inc. (NYSE American: SBEV) is a publicly traded company headquartered in Fort Lauderdale, Florida. The Company is pursuing a strategic transformation toward becoming a cannabinoid health, wellness, and biopharmaceutical platform through disciplined capital allocation, strategic investments, acquisitions, and other platform-building initiatives.

 

 

 

More Information

 

Splash Beverage Group

 

Contact Information

 

Splash Beverage Group
[email protected]

 

Media Contact

 

Angela Gorman
AMWPR
[email protected]
917-348-0083

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s efforts towards balance sheet improvement, an anticipated $2.75 million gain from the extinguishment of indebtedness, capital raising efforts, completion of a reverse stock split and NYSE American compliance efforts, and plans to create long-term shareholder value. Forward-looking statements are prefaced by words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “should,” “would,” “intend,” “potential,” “believe,” “estimate,” “forecast,” “project,” and similar words.

 

Forward-looking statements are based on current expectations and assumptions regarding the Company’s business and future conditions and are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Actual results may differ materially from those contemplated by such forward-looking statements due to a variety of factors, including, without limitation, the possibility that our efforts and strategic initiatives we pursue do not yield the benefits anticipated or sought, the possibility that projections and expectations with respect to our future operations and financial results prove to be incorrect including with respect to the anticipated $2.75 million gain from the extinguishment of indebtedness, our ability to raise the capital necessary to fund and execute on our strategic initiatives and otherwise meet our working capital needs, our need to comply with NYSE American’s continued listing standards, our ability to recommence revenue generating activities with our limited staffing, and the status of evolving regulatory conditions within the cannabinoid and wellness industries.

 

Additional information concerning these and other risk factors is contained in the Company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025 and the Final Prospectus on Form 424B3 filed on June 26, 2026. Any forward-looking statement made by the Company speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments, or otherwise, except as required by law.