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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT
REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 7, 2025
| SPLASH BEVERAGE GROUP, INC. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Nevada |
| (State or Other Jurisdiction of Incorporation) |
| 001-40471 | 34-1720075 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 1314
East Las Olas Blvd, Suite 221 Fort Lauderdale, Florida 33316 |
||
| (Address of Principal Executive Offices) | ||
| (954) 745-5815 | ||
| (Registrant’s Telephone Number, Including Area Code) | ||
| (Former Name or Former Address, if Changed Since Last Report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | SBEV | NYSE American LLC | ||
| Warrants to purchase shares of common stock | SBEV-WT | NYSE American LLC |
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
This Current Report Form 8-K is being filed pursuant to Section 13 or 15(D) of the Securities Exchange act of 1934, to report events that have occurred within the period specified. In this case, events that occurred on April 7, 2025.
On April 7, 2025, Splash Beverage Group, Inc. (the “Company”), NYSE American LLC (“NYSE American”) publicly announced and provided a notice to the Company that NYSE Regulation has determined to commence proceedings to delist the Company’s Common Stock, par value $0.001 (the “Common Stock”) and publicly trading Warrants to purchase one share of Common Stock (the “Warrants,” together with the Common Stock, the “Securities”), from NYSE American. NYSE Regulation has determined that the Company is no longer suitable for listing pursuant to Section 1009(a) of the NYSE American Company Guide (the “Company Guide”) as the Company was unable to demonstrate that it had regained compliance with Sections 1003(a)(i), (ii), and (iii) of the Company Guide by the end of the maximum 18-month compliance plan period, which expired on April 6, 2025.
The Company has a right to a review of the NYSE Regulation determination to delist the Securities by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the Exchange (the “Panel”). The Company’s request for such a review must be made by April 14, 2025. The Company intends to appeal such determination. The Company expects the Securities to continue to trade on NYSE American during the appeal process.
Following such appeal, a decision by the Panel will be made and announced by NYSE American regarding either proceeding with suspension and delisting or continued trading in the Securities. The filing of an application with the Securities and Exchange Commission (the “SEC”) to delist the Securities is pending completion of all applicable procedures, including any appeal by the Company of the NYSE Regulation’s decision.
Item 8.01 Other Events.
On April 7, 2025, the Company issued a press release relating to the matters described in Item 3.01 of this Current Report on Form 8-K, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| 99.1 | Press Release dated April 7, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking Statements
The Company cautions you that statements included in this Current Report on Form 8-K that are not a description of historical facts are forward-looking statements. Words such as “believes,” “anticipates,” “plans,” “expects,” “indicates,” “will,” “intends,” “potential,” “suggests,” “assuming,” “designed” and similar expressions are intended to identify forward-looking statements. These statements are based on the Company’s current beliefs and expectations. These forward-looking statements include statements regarding the Company’s expectations regarding a period to comply with the Plan and applicable Exchange requirements, and actions of the Company and/or the Exchange to be taken with respect to matters discussed in the Deficiency Letter and the Plan Letter. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of its plans will be achieved. Actual results may differ from those set forth in this release due to the risks and uncertainties associated with continued listing on the Exchange, risks and uncertainties inherent in the Company’s business, and other risks described in the Company’s filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| SPLASH BEVERAGE GROUP, INC. | ||
| Dated: April 11, 2025 | By: | /s/ Robert Nistico |
| Name: | Robert Nistico | |
| Title: | Chief Executive Officer | |
EXHIBIT 99.1
Splash Beverage Group Addresses Notice From NYSE
FORT LAUDERDALE, FL - April 7, 2025 (NEWMEDIAWIRE) - Splash Beverage Group, Inc. (NYSE American: SBEV) (“Splash” or “the Company”), a portfolio company of leading beverage brands wishes to address the regulatory required notice from NYSE regarding its listing.
Today, the Company was notified by NYSE American that the Company was unable to demonstrate that it had regained full compliance by the end of the compliance plan period, which expired on April 6, 2025. Unless the Company enters into the Appeal Process with the Exchanges Listing Qualifications Panel it will be compelled to cancel its listing.
The Company was also informed that should it appeal (subject to any trading halts), it will continue to trade both common stock and warrants on the NYSE American during the appeals process.
In accordance with NYSE procedures, the Company must notify the Listing Qualification Panel within 7 days from receipt of the Notice. The Company does plan to appeal the determination and believes it will be able to cure the remaining deficiency in its shareholder equity within the 60-to-90-day appeal process.
The Company was out of compliance with Sections 1003(a)(i), (ii) and (iii) of the Listed Company Manual by the end of the 18-month compliance plan period, which expired on April 6, 2025. The Company is confident it will meet the requirement but there is no guarantee of success.
About Splash Beverage Group
Splash Beverage Group, an innovator in the beverage industry, owns a growing portfolio of alcoholic and non-alcoholic beverage brands including Copa di Vino wine by the glass, SALT flavored tequilas, Chispo tequila and Pulpoloco sangria. Splash’s strategy is to rapidly develop early-stage brands already in its portfolio as well as acquire, and then accelerate, brands that have high visibility or are innovators in their categories. Led by a management team that has built and managed some of the top brands in the beverage industry and has led sales from product launch into the billions, Splash is rapidly expanding its brand portfolio and global distribution.
Follow Splash Beverage Group on Twitter: www.twitter.com/SplashBev
For more information visit: www.SplashBeverageGroup.com www.copadivino.com www.drinksalttequila.com https://chispotequila.com www.pulpo-loco.com
Forward-Looking Statement
This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements and factors that may cause such differences include, without limitation, the risks disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2024, and in the Company’s other filings with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release.
Contact Information:
Splash Beverage Group
Info@SplashBeverageGroup.com
954-745-5815