What changed in this filing

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Item 1. Business

2025-07-11 compared with 2024-03-29 · 183 added, 146 removed, 150 unchanged (69% of the section changed)

Company Overview

Splash is a portfolio company

managing multiple brands across several growth segments within the consumer beverage industry.

Splash has built organizational capabilities

and an infrastructure enabling it to incubate and/or acquire brands with the intention of efficiently accelerating them to higher volume

and sales revenue.

The management team has proven capabilities in building consumer franchises and marketing and distributing multiple

brands of beverages within the non-alcoholic and alcoholic segments.

Manufacturing is typically outsourced to third party co-packers

and distillers, or in select cases for a brand such as Copa DI Vino ® wines, performed within our own facility in Oregon.

Splash is a portfolio company managing

multiple brands across several growth segments within the consumer beverage industry.

Splash has built organizational capabilities and

an infrastructure enabling it to incubate and/or acquire brands with the intention of efficiently accelerating them to higher volume and

sales revenue.

The management team has proven capabilities in building consumer franchises and marketing and distributing multiple brands

of beverages within the non-alcoholic and alcoholic segments.

Manufacturing is typically outsourced to third party co-packers and distillers,

or in select cases for a brand such as Copa DI Vino ® wines, performed within our own facility in Oregon.

We believe the distribution landscape

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line of sales to boutique retail stores and consumers.

Splash’s wholly owned subsidiary,

Splash Beverage Group II, Inc.

was originally incorporated in the State of Nevada under the name TapouT Beverages, Inc.

for the purpose

of acquiring the rights under a license agreement with TapouT, LLC (Authentic Brands Group).

Splash has license rights to the TapouT

Performance brand in North America (Including US Territories and Military Bases), United Kingdom, Brazil, South Africa, Scandinavia,

Peru, Colombia, Chile and Guatemala.

Splash’s wholly owned subsidiary, Splash Beverage Group II, Inc.

was originally

incorporated in the State of Nevada under the name TapouT Beverages, Inc.

for the purpose of acquiring the rights under a license agreement

with TapouT, LLC (Authentic Brands Group).

In Q1 2024 the relationship between TapouT LLC and the Company was terminated.

In December 2020, Splash Beverage

purchased the key assets of the Copa DI Vino ® single serve wine company.

The operations and IP for Copa DI

Vino ® are wholly owned by Splash and incorporated in the state of Nevada under the name Copa DI Vino ® Wine

The operations and IP for Copa DI Vino ®

are wholly owned by Splash and incorporated in the state of Nevada under the name Copa DI Vino ® Wine Group Inc.

In addition, Splash has a joint

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CMO, Bill Meissner, has led major beverage brands including Sparkling Ice, Fuze, Sweet Leaf Tea and Jones Soda.

Our CFO, Stacy McLaughlin,

has over 15 years of experience in public company accounting and finance, with an emphasis on reporting, fundraising and mergers and

acquisitions.

Our Senior Vice President of Sales, James Allred, has over 25 years’ experience in the beverage industry, predominately

with Anheuser-Busch.

Our CFO, William Devereux,

has over 15 years of experience in finance, with an emphasis on investing, fundraising, corporate strategy, and mergers and acquisitions.

Our Senior Vice President of Sales, James Allred, has over 25 years’ experience in the beverage industry, predominately with Anheuser-Busch.

Our strategy is to combine the

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Regional presence that can be expanded.

Licensing an existing brand name (TapouT for example).

Add to an underdeveloped and/or growing category capitalizing on consumer

Licensing an existing brand name.

Add to an underdeveloped and/or growing category capitalizing on consumer trends.

Innovation to an existing attractive category (such as flavored tequila).

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Our management team has over 80

120 years of combined experience in the beverage industry, including decades of successful brand introductions by our management

team (Gallo, Red Bull, Bacardi, Diageo, Sparkling Ice, Coca-Cola, FUZE Beverage, NOS Energy, PepsiCo, SoBe Beverages, AB InBev, Muscle

Milk, Marley Beverages), we believe our ability to break through the distribution and retail bottlenecks makes us an attractive joint

venture partner to many new brand owners.

years of combined experience in the beverage industry, including decades of successful brand introductions by our management team (Gallo,

Red Bull, Bacardi, Diageo, Sparkling Ice, Coca-Cola, FUZE Beverage, NOS Energy, PepsiCo, SoBe Beverages, AB InBev, Muscle Milk, Marley

Beverages), we believe our ability to break through the distribution and retail bottlenecks makes us an attractive joint venture partner

to many new brand owners.

Splash has the ability to fully

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contributes to our economies of scale, improves our relationship with distributors and reduces the overall cost of infrastructure.

The Company also believes the

distribution landscape in the beverage category is changing rapidly.

Tech-enabled business models are thriving and direct to consumer,

office and home solutions are projected to continue to gain traction as beverage alcohol regulations evolve.

A core strategy for us is

to optimize the early success we’re seeing with the Qplash online platform, our consumer-packaged goods retail division and our

first entry point into the growing e-commerce channel.

We currently produce,

distribute and market SALT Naturally Flavored Tequila (“SALT”), a 100% agave 80 proof line of flavored tequilas, “TapouT

Performance,” a line of performance beverages that complete in the hydration and energy categories, Copa DI Vino ®

single serve wine by the glass, and also import Pulpoloco Sangria in 3 flavors.

The Company also believes the distribution

landscape in the beverage category is changing rapidly.

Tech-enabled business models are thriving and direct to consumer, office and home

solutions are projected to continue to gain traction as beverage alcohol regulations evolve.

A core strategy for us is to optimize the

early success we’re seeing with the Qplash online platform, our consumer-packaged goods retail division and our first entry point

into the growing e-commerce channel.

During fiscal year 2024 we produced, distributed and marketed SALT Naturally Flavored

Tequila (“SALT”), a 100% agave 80 proof line of flavored tequilas, Copa DI Vino ® single serve wine by the glass,

and also import Pulpoloco Sangria in 3 flavors.

The following is a description

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Chocolate flavor

Vodka, rum, and brown spirits

have experienced significant growth when flavors are introduced, and we expect this growth of flavors to continue, as the tequila category

Vodka, rum, and brown spirits have

experienced significant growth when flavors are introduced, and we expect this growth of flavors to continue, as the tequila category

continues to rapidly expand.

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by various Anheuser-Busch & Miller-Coors distributorships, and other distributors in multiple U.S.

Additionally, SALT is

for sale in Mexico.

Additionally, SALT is for

sale in Mexico.

SALT has also launched in Guatemala and Japan and efforts continue to grow the brand’s international presence.

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All aspects of manufacturing, logistics, distribution and marketing are our responsibility.

TapouT Performance Isotonic Sports Drinks

We produce, market, sell and

distribute the following sports beverages under the brand name TapouT:

TapouT Performance

TapouT Energy

TapouT Performance Beverages

are a line of unique advanced performance beverages containing ingredients known for various functional benefits including, focus, cognition,

energy, recuperative and cell regeneration which promotes better absorption of nutrients, increase hydration and cellular recovery.

are exclusively formulated with GRAS (FDA Designation “Generally Regarded as Safe”) ingredients versus controversial ingredients

often used in many competitive products.

TapouT Performance Beverages are all natural with highly innovative proprietary blends designed

to enhance physical and or mental performance.

TapouT, formally associated with

the UFC and mixed martial arts has been producing branded clothing and light exercise equipment for over 23 years and has a high level

of aided and unaided brand awareness.

TapouT License Agreement

We have the rights under a License

Agreement with ABG TapouT (the “License Agreement”) to produce, market, sell and distribute TapouT sports beverages

in North America (including US Territories and Military Bases), United Kingdom, Brazil, South Africa, Australia, Scandinavia, Peru, Colombia,

Chile and Guatemala.

The beverages covered by the License Agreement include sports drinks, energy drinks, energy shots, electrolyte chews,

energy bars, water, protein, and teas.

Agreement with ABG TapouT (the “License Agreement”) to produce, market, sell and distribute TapouT sports beverages in North

America (including US Territories and Military Bases), United Kingdom, Brazil, South Africa, Australia, Scandinavia, Peru, Colombia, Chile

and Guatemala.

The beverages covered by the License Agreement include sports drinks, energy drinks, energy shots, electrolyte chews, energy

bars, water, protein, and teas.

We pay a 6% royalty of net sales

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a renewal option through December 31, 2028 at which time it will be reviewed and renegotiated if necessary.

We have the right to use the

TapouT brand to market, advertise and promote for sale our TapouT beverages and branded products.

As part of the alliance, Splash commits

to investing 2% of sales in marketing to the TapouT Performance Brand.

TapouT provides marketing collateral for advertising and promotion

and has influential relationships with select celebrities and athletic talent.

TapouT agrees to use reasonable efforts to request its

retained celebrities and/or athletes be present at autograph signings, tradeshows and other similar events.

We have the right to use the TapouT brand to market, advertise and promote

for sale our TapouT beverages and branded products.

As part of the alliance, Splash commits to investing 2% of sales in marketing to the

TapouT Performance Brand.

TapouT provides marketing collateral for advertising and promotion and has influential relationships with select

celebrities and athletic talent.

TapouT agrees to use reasonable efforts to request its retained celebrities and/or athletes be present

at autograph signings, tradeshows and other similar events.

In Q1 2024 the relationship between TapouT LLC and the Company

was terminated.

Copa DI Vino ® Wine Group, Inc.

(CdV) and Related Financing

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 $5,980,000, payable in the combination of $2,000,000 in cash,

a $2,000,000 convertible promissory note to CdV and a variable number of shares of the Company’s common stock based on an attainment

of revenue hurdles.

and Related Financing

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 $5,980,000, payable in the combination of $2,000,000 in cash, a $2,000,000

convertible promissory note to CdV and a variable number of shares of the Company’s common stock based on an attainment of revenue

In conjunction with the acquisition,

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”,

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.

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Copa DI Vino ® Wine Group, Inc.

Copa DI Vino ®

is the leading producer of premium wine by the glass in the United States.

Copa DI Vino ® is

the leading producer of premium wine by the glass in the United States.

The Copa DI Vino ® product line is highly innovative

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It is our first entry point into the growing e-commerce channel.

The division sells beverages online through www.qplash.com ,

and third-party storefronts such as Amazon.com.

The division sells beverages online through

www.qplash.com , and third-party storefronts such as Amazon.com.

Inside of the division, there are two primary customer groups:

business to business retailers,

which in turn offer the products to their customers, and business to consumer, selling direct to end users.

The business-to-business

program allows businesses to control inventory, order with payment terms, and offer the convenience of delivery directly to each store.

Currently Qplash offers

over 1,500 listings and has warehouses that ship from both California and Pennsylvania.

business to business retailers, which in turn offer the products to their customers, and business to consumer, selling direct to end users.

The business-to-business program allows businesses to control inventory, order with payment terms, and offer the convenience of delivery

directly to each store.

During fiscal year 2024, Qplash

offered over 1,500 listings and has warehouses that ship from both California and Pennsylvania.

Our Competitive Strengths

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An established distribution network through global sales channels;

A hybrid distribution model that leverages multiple routes to market,

including national chains, independent local markets, regional chains, and specialty food and C-Stores

A hybrid distribution model that leverages multiple routes to market, including national chains, independent local markets, regional chains, and specialty food and C-Stores

Long-term relationships with retailers and the establishment of chains;

Premium customer service;

Dynamic and sustainable product offerings of natural quality and

freshness with health benefits;

Dynamic and sustainable product offerings of natural quality and freshness with health benefits;

A highly experienced management team;

Strategically selected, dedicated sales professionals;

Qplash, our e-commerce platform, which provides us an integrated distribution

platform for our non-alcoholic brands;

Ability to execute and distribute across many geographies on behalf

of our licensed brand portfolio;

Strong brand awareness through partnerships and acquisitions of brands

with pre-existing brand awareness, or viewed as truly innovative;

Qplash, our e-commerce platform, which provides us an integrated distribution platform for our non-alcoholic brands;

Ability to execute and distribute across many geographies on behalf of our licensed brand portfolio;

Strong brand awareness through partnerships and acquisitions of brands with pre-existing brand awareness, or viewed as truly innovative;

Celebrity and professional athlete endorsement of our brands.

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We are responsible for the manufacturing

of Copa DI Vino ® , TapouT Performance and SALT.

The Copa DI Vino ® product line is bottled at our manufacturing

facility in The Dalles, Oregon.

of Copa DI Vino ® and SALT.

The Copa DI Vino ® product line is bottled at our manufacturing facility in The

Dalles, Oregon.

Pulpoloco is imported from Spain as a finished product.

Although we are responsible for

manufacturing TapouT Performance and SALT, we do not directly manufacture these products, but instead outsource such manufacturing to

third party bottlers and contract packers and distillers.

Our TapouT Performance and SALT

products are manufactured in the United States and Mexico, respectively under separate arrangements with each party.

Our co-packaging

arrangements are terminable upon request and do not obligate us to produce any minimum quantities of products within specified periods.

manufacturing SALT, we do not directly manufacture these products, but instead outsource such manufacturing to third party bottlers and

contract packers and distillers.

SALT products are manufactured

in Mexico, under separate arrangements.

Our co-packaging arrangements are terminable upon request and do not obligate us to produce any

minimum quantities of products within specified periods.

We purchase concentrates, flavors,

dietary ingredients, cans, bottles, caps, labels, and other components and ingredients for our beverage products from our suppliers,

which are delivered to our manufacturing operations and various third-party bottlers and co-packers.

dietary ingredients, cans, bottles, caps, labels, and other components and ingredients for our beverage products from our suppliers, which

are delivered to our manufacturing operations and various third-party bottlers and co-packers.

In some cases, certain common supplies

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12, 2024, providing our company exclusive rights to use the trademark in connection with the product categories specified in this Form

We have 32 full-time

employees, including non-officer employees and our executive officers.

None of our employees are represented by a labor

We have not experienced any work stoppages and consider our relations with our employees to be good.

We have 21 full-time employees,

including non-officer employees and our executive officers.

None of our employees are represented by a labor union.

We have not experienced

any work stoppages and consider our relations with our employees to be good.

Listing on the NYSE American

Our common stock and warrants

are listed on the NYSE American exchange under the ticker symbols “SBEV” and “SBEV WT,” respectively.

Our common stock and warrants are

listed on the NYSE American exchange under the ticker symbols “SBEV” and “SBEV WT,” respectively.

Recent Developments

In January 2024, the Company

entered into a convertible note with an individual in the amount of $250,000.

The note has an eighteen-month term, accrues interest at

12% and is convertible into shares of common stock of the Company at $0.50 per share, which also includes 200% warrants at $0.25

In January 2024, the Company

entered into a commercial loan in the amount of $500,000.

The total cost of the loan is $250,000 and is paid in weekly increments of

6.97% of the current receivable balance.

In February 2024, the Company

entered into a convertible note with an individual in the amount of $150,000.

The note has an eighteen-month term, accrues interest at

12% and is convertible into shares of common stock of the Company at $0.40 per share, which also includes 250% warrants at $0.25.

In March 2024, the Company received

a $109,000 cash advance from our chief executive officer, resulting in a related party payable.

This note bears 0% interest.

On February 7, 2025, Julius Ivancsits

resigned as Chief Financial Officer of the Company.

Ivancsits’s resignation as Chief Financial Officer was not because of any

disagreement with the Company on any matter relating to the Company’s operations, policies, or practices, including accounting principles

and practices .

Ivancsits effective date was February 18, 2025 and the Company thanks

Ivancsits for his service.

Simultaneously, on February 7,

John Paglia also notified the Board of his intention to resign as an independent director of the Company and as a member of

each committee of the Board on which he served, effective as of March 7, 2025.

Paglia’s resignation was not the result of any

dispute or disagreement with the Company or the Company’s Board of Directors on any matter relating to the operations, policies

or practices of the Company.

Paglia will be assisting the Company with its search for a new Audit Chair.

The Company is grateful for

his service and his assistance in the search for his replacement.

March 20, 2025, the Board of Directors of the Company appointed Mr.

William Devereux to serve as Chief Financial Officer of the Company,

effective as of the same date.

Simultaneously, the Board of Directors

of the Company appointed Mr.

Thomas Fore to serve as a Director of the Company, effective March 20, 2025.

Effective March 27, 2025, the Board

of Directors of the Company approved a reverse stock split of the Company’s authorized and issued and outstanding shares of Common

Stock at a ratio of 1-for-40 (the “Reverse Stock Split”).

The Company filed a Certificate of Change pursuant to Nevada Revised

Statutes Section 78.209 with the Secretary of State of the State of Nevada on March 26, 2025, to be effective March 27, 2025.

On April 7, 2025, 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 and publicly trading Warrants to purchase one share of Common Stock, from NYSE

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,

On April 16, 2025, the Company, received

an official notice of noncompliance (the “NYSE American Notice”) from NYSE Regulation stating that the Company is not in compliance

with NYSE American continued listing standards (the “Filing Delinquency Notification”) due to the failure to timely file the

Company’s Form 10-K for the year ended December 31, 2024 (the “Delinquent Report”) by the filing due date of April 15,

2025 (the “Filing Delinquency”).

On June 9, 2025, the Company filed

a Certificate of Designation (the “Certificate of Designation” and, collectively with the Subscription Agreement, the “Issuance

Documents”) classifying and designating the Series A Preferred Shares with the Secretary of State of Nevada, which Certificate of

Designation became effective on June 9, 2025.

On June 10, 2025, the Company entered

into a Subscription and Investment Representation Agreement (the “Subscription Agreement”) with Robert Nistico, the Company’s

Chief Executive Officer (the “Purchaser”), pursuant to which the Company agreed to issue and sell one thousand (1,000) Series

A Preferred Shares, par value $0.001 per share (the “Series A Preferred Shares”), to the Purchaser for an aggregate purchase

price of $1,000 (the “Purchase Price”).

The sale closed on June 10, 2025.

Effective June 25, 2025, Splash

Beverage Group, Inc.

(the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with

accredited investors pursuant to which the Company sold and issued a total of 650 shares of newly designated Series A-1 Convertible Redeemable

Preferred Stock (the “Series A-1”), together with one-year Class A Warrants to purchase a total of 162,500 shares of common

stock (the “A Warrants”) and five-year Class B Warrants to purchase a total of 162,500 shares of common stock (the “B

Warrants” and together with the A Warrants, the “Warrants”) for total gross proceeds of $650,000.

The Company intends

to use the proceeds for working capital and general corporate purposes.

Effective June 25, 2025, the Company

entered into Securities Exchange Letter Agreements (the “Exchange Agreements”) with certain holders of promissory notes issued

by the Company pursuant to which such holders agreed to exchange a total of $12,671,434 of outstanding balance of such notes in exchange

for a total of 126,710 shares of the Company’s newly designated Series B Convertible Redeemable Preferred Stock (the “Series

The Company is engaging in the transactions contemplated by the Exchange Agreement in order to exchange debt for equity in

an effort to regain compliance with the shareholder equity requirements of the NYSE American.

This debt exchange is one key step in meeting

the NYSE American continued listing requirements.

The other key step is filing its tardy Form 10-K for the year ended December 31, 2024

and Form 10-Q for the three months ended March 31 2025.

On June 26, 2025, the Company entered

into an Asset Purchase Agreement (the “Acquisition Agreement”) with Utopia Holdings Inc.

as seller pursuant to which the Company

agreed to purchase exclusive water rights and related assets to an underground network of aquifers located in Costa Rica (the “Assets”)

in exchange for 20,000 shares of a newly designated Series C Convertible Preferred Stock (the “Series C”).

On June 26, 2025,

the Company issued such shares of Series C to the seller.

Under the Acquisition Agreement, the seller agreed to deliver the Assets to

the Company, or $20 million in lieu thereof (the “Alternative Consideration”), and if the seller fails to deliver the Assets

or Alternative Consideration by December 31, 2025, the issuance of the Series C to the seller shall be cancelled.

Corporate Information

Splash was originally incorporated

in the State of Nevada under the name TapouT Beverages, Inc.

for the purpose of acquiring the rights under a license agreement with TapouT,

LLC (Authentic Brands Group) for the right to use the TapouT brand in connection with manufacturing and selling certain beverages.

Splash was originally incorporated in the State of Nevada under the name TapouT

Beverages, Inc., for the purpose of acquiring the rights under a license agreement with TapouT, LLC (Authentic Brands Group) for the right

to use the TapouT brand in connection with manufacturing and selling certain beverages.

In Q1 2024 the relationship between TapouT LLC

and the Company was terminated.

Splash executed a reverse merger

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common stock was quoted on the OTCQB.

On July 31, 2021, we changed

our name from Canfield Medical Supply, Inc.

On July 31, 2021, we changed our

name from Canfield Medical Supply, Inc.

to Splash Beverage Group, Inc.

On June 11, 2021, our common

stock and warrants to purchase common stock began trading on the NYSE American under the symbols “SBEV” and SBEV WT,”

respectively.

On June 11, 2021, our common stock

and warrants to purchase common stock began trading on the NYSE American under the symbols “SBEV” and SBEV WT,” respectively.

On November 8, 2021, we changed

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Our website address is www.splashbeveragegroup.com .

We have not incorporated by reference into this Annual Report on Form 10-K the information that can be assessed through our website and

you should not consider it to be part of this Annual Report on Form 10-K.

not incorporated by reference into this Annual Report on Form 10-K the information that can be assessed through our website and you should

not consider it to be part of this Annual Report on Form 10-K.

Available Information

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forward-looking statements or information, are made as of the date of the document in which the statement is included unless otherwise

specified, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to

do so by law.

specified, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business