8-K
SPLASH BEVERAGE GROUP, INC. (SBEV)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANTTO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 16, 2020
| SPLASH BEVERAGE GROUP, INC. | |
|---|---|
| (Exact Name of Registrant as Specified in Its Charter) | |
| Colorado | |
| (State or Other Jurisdiction of Incorporation) | |
| 000-55114 | 34-1720075 |
| --- | --- |
| (Commission File Number) | (IRS Employer Identification No.) |
| 1314 East Ls Olas Blvd, Suit 221<br><br> <br>Fort Lauderdale, Florida 33316 | |
| --- | --- |
| (Address of Principal Executive Offices) | |
| (954) 745-5815 | |
| (Registrant’s Telephone Number, Including Area Code) | |
| ****<br><br> <br>Not Applicable | |
| (Former Name or Former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| NA | NA | NA |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations andFinancial Condition.
On November 16, 2020 the Company issued a press release announcing certain financial results for the quarter ended September 30, 2020 and provided certain guidance for the fourth quarter ending December 31, 2020.
The information in this Current Report, including the exhibits hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document filed by the Company with the Securities and Exchange Commission, whether made before or after the date of this Current Report, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
1
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release dated November 16, 2020 |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 16, 2020
| SPLASH BEVERAGE GROUP, INC. |
|---|
| /s/ Dean Huge |
| Dean Huge<br><br> <br>Chief Financial Officer |
3
Exhibit 99.1
SplashBeverage Announces Q3 Performance Data Featuring 65% Q/Q Growth with Sales Topping $1M
FORT LAUDERDALE, FL, November 16, 2020 / Splash Beverage Group, Inc. (OTC:SBEV) (www.SplashBeverageGroup.com) (“Splash” or the “Company”), a holding company building a leading portfolio of beverage brands, is pleased to report performance data for the three months ended September 30, 2020, which featured very strong sequential topline quarterly growth, revenues in excess of Company estimates, and growth in liquidity and capital resources, as Splash continues to establish robust trends in its expanding core operations.
| ● | Consolidated<br> Revenues for the Three Months ended September 30 totaled $1,009,615, representing quarter-over-quarter<br> growth of 65% compared to the Three Months ended June 30. |
|---|---|
| ● | Consolidated<br> Revenues for the Nine Months ended September 30 totaled $1,733,926. |
| --- | --- |
| ● | The<br> Company surpassed its estimated topline performance during Q3. |
| --- | --- |
| ● | Management<br> forecasts $1.3-1.5 million in current quarter revenues for the three months ending December<br> 31, 2020. |
| --- | --- |
| ● | The<br> Company also negotiated a Subscription Agreement with one accredited investor, pursuant<br> to which the Company received gross proceeds of $3,070,000. |
| --- | --- |
“Our Q3 data highlights significant growth during the quarter, with an impactful increase in revenues, liquidity, and capital resources, as well as the successful navigation of challenges associated with the pandemic health crisis,” commented Robert Nistico, CEO of Splash Beverage. “Looking ahead, we see continue to see growth in the neighborhood of 30-50% on a sequential quarterly basis as our core metrics benefit from our strong brand positioning and we begin to see tailwinds associated with our expansion into the Asian marketplace.”
Last quarter, management estimated the Company would drive net sales of between $750,000 to $1,000,000 for the three months ended September 30, 2020. That slightly underestimated the Company’s performance, with sales during the period surpassing $1 million.
In addition, between June 19, 2020, and October 16, 2020, Splash Beverage Group executed a Subscription Agreement with one accredited investor, pursuant to which the Company received gross proceeds of $3,070,000 in return for the issuance of 2,790,909 shares of the Company’s common stock and a warrant allowing this investor to purchase an additional 1,395,455 shares of the Company’s common stock.
“We are very happy with the progress the Company has made this year in the face of significant headwinds," added Nistico. “I am confident we are well positioned for exponential growth in our expanding portfolio of beverage brands and concepts, moving us toward increasing access to new market opportunities, including potential acquisitions, as we continue to strive for broad shareholder value generation.”
Follow Splash Beverage Group on Twitter: www.twitter.com/SplashBev

**AboutSplash Beverage Group, Inc.**Splash Beverage Group specializes in manufacturing, distribution, sales & marketing of various beverages across multiple channels. SBEV operates in both the non-alcoholic and alcoholic beverage segments which they believe leverages efficiencies and dilutes risk. SBEV believes its business model is unique as it ONLY develops/accelerates brands it perceives to have highly visible pre-existing brand awareness or pure category innovation.

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Forward-LookingStatementThis press release includes "forward-looking statements" within the meaning of U.S. federal securities laws.Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate,""intend," "plan," "may," "will," "could," "should," "believes,""predicts," "potential," "continue" and similar expressions are intended to identify such forward-lookingstatements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results todiffer materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictionsof future events. These forward-looking statements and factors that may cause such differences include, without limitation inabilityto enter into a definitive agreement with respect to the proposed transaction or to complete the transactions contemplated bythe non-binding term sheet, matters discovered by the parties as they complete their respective due diligence investigation ofthe other. Other factors include the possibility that the proposed transaction does not close, including due to the failure toreceive required security holder approvals, or the failure of other closing conditions. The foregoing list of factors is not exclusive.Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.
**ContactInformation:**Splashbeveragegroup.com
info@splashbeveragegroup.com
954-745-5815
SOURCE: Splash Beverage Group, Inc.