What changed in this filing

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Item 9A. Controls and Procedures

2025-07-11 compared with 2024-03-29 · 446 added, 347 removed, 373 unchanged (68% of the section changed)

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and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management,

including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure about our

internal control over financial reporting discussed below Following the 2022 evaluation by management of the effectiveness of the design

and operation of our disclosure controls and procedures we implemented new controls and process in 2023.

including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure about our internal

control over financial reporting discussed below Following the 2022 evaluation by management of the effectiveness of the design and operation

of our disclosure controls and procedures we implemented new controls and process in 2023.

(2) Management’s Report on Internal Control

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for establishing and maintaining adequate internal control over financial reporting for our company.

Our internal control system was

designed to, in general, provide reasonable assurance to our management and board regarding the preparation and fair presentation of

published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or

detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may

become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed

the effectiveness of our internal control over financial reporting as of December 31, 2023.

Based on that assessment, our management

has determined that as of December 31, 2023, our internal control over financial reporting was not effective due to material weaknesses

related to a limited segregation of duties due to our limited resources and the small number of employees.

Management has determined

that this control deficiency constitutes a material weakness which could result in material misstatements of significant accounts and

disclosures that could result in a material misstatement to our interim or annual financial statements that would not be prevented or

In addition, due to limited staffing, we are not always able to detect minor errors or omissions in reporting.

This Annual Report does

not include an attestation report of our independent registered public accounting firm regarding management’s assessment of our

internal control over financial reporting pursuant to temporary rules of the SEC.

Our internal control system was designed

to, in general, provide reasonable assurance to our management and board regarding the preparation and fair presentation of published

financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because

of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.

Based on that assessment,

our management has determined that as of December 31, 2024, our internal control over financial reporting was not effective due to material

weaknesses related to a limited segregation of duties due to our limited resources and the small number of employees, resulting in a lack

of controls to ensure maintenance of documentation

supporting transactions recorded in the Company’s accounting records.

Management has determined that this control deficiency constitutes

a material weakness which could result in material misstatements of significant accounts and disclosures that could result in a material

misstatement to our interim or annual financial statements that would not be prevented or detected.

In addition, due to limited staffing,

we are not always able to detect minor errors or omissions in reporting.

This Annual Report does not

include an attestation report of our independent registered public accounting firm regarding management’s assessment of our internal

control over financial reporting pursuant to temporary rules of the SEC.

(3) Changes in Internal Control over Financial

There has been no change in our internal control

over financial reporting other than items highlighted above, identified in connection with the evaluation required by paragraph (d) of

Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934 that occurred during our most recent fiscal quarter that has materially

affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There has been no change in our internal control over

financial reporting other than items highlighted above, identified in connection with the evaluation required by paragraph (d) of Rules

13a-15 or 15d-15 under the Securities Exchange Act of 1934 that occurred during our most recent fiscal quarter that has materially affected,

or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

Directors, Executive Officers and Corporate

Directors, Executive Officers and Corporate Governance.

The following table sets forth our executive officers

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Chief Executive Officer and Director

Stacy McLaughlin

William Devereux(4)

Chief Financial Officer

Stacy McLaughlin(1)

Former Chief Financial Officer

Julius Ivancisits(2)

Former Chief Financial Officer

Fatima Dhalla(6)

Former Interim Chief Financial Officer

William Meissner

President, Chief Marketing Officer

John Paglia(3)

McLaughlin resigned as the Chief Financial Officer of the Company on March 29, 2024

Ivancsits informed the Company of his intention to resign as Chief Financial Officer of the Company

Ion February 7, 2025, to be effective as of February 18, 2025.

Paglia informed the Company of his intention to resign as a member of the Board, as well

as any other positions at the Company, on February 7, 2025, to be effective as of March 7, 2025.

(4) On March 20, 2025, William Devereux was appointed as the Company’s Chief Financial Officer

Ron Wall resigned as the Chief Financial Officer of the Company on September 26, 2023

(6) Ms Fatima Dhalla resigned as the Interim Chief Financial Officer of the Company on January19, 2024.

Directors are elected annually

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also served as the president of Viva Beverages, LLC from 2009 to 2011.

Nistico was the fifth employee at Red Bull North America,

Nistico was the fifth employee at Red Bull North America, Inc.

where he worked from 1996 to 2007 and served as Vice President of Field Marketing and Sr.

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from the University of Colorado.

Devereux, age 50, on March 20, 2025 became our Chief Financial Officer.

Devereux was CFO at Hembal Labs and Akin AI, where he secured

enterprise contracts, sourced a merger offer, and positioned companies for significant investment.

Earlier, he was a Partner at Daruma

Capital, where he played a key leadership role in managing a $2B portfolio.

He also advised on M&A and regulatory matters at Dames

Point Partners and held leadership roles in investment strategy and corporate governance.

An expert in corporate finance, capital allocation,

and M&A strategy, William holds an MBA from the University of North Carolina at Chapel Hill and a BS in Finance from the University

Ivancsits, age 53, became the Chief Financial Officer of the Company on April 24, 2024.

Prior to joining the Company, Mr.

Ivancsits was

the Chief Financial Officer of HEXO Corporation, from May 2022 to July 2023, assisting HEXO in its successful sale to Tilray brands in

He founded and has been serving as the managing director at endurance CFO Advisory Services since the HEXO sale.

Prior to his time

at HEXO he served as the Chief Financial Officer at Goba Capital from 2021 until 2022, as the Chief Financial Officer at AlpHa Measurement

Solutions, LLC from 2019 until 2021, and as the Chief Financial Officer at Be Green Packaging from 2017 until 2019.

He also served in

multiple roles at CPKelco with progressively increasing experience.

Ivancsits has a BS in Business from Eastern Illinois University.

Stacy McLaughlin, age 43, became

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the President and Chief Marketing Officer of the Company in May of 2020.

Meissner is a proven leader with more than twenty years

of success in growing consumer brand companies with both large multinational and medium sized entrepreneurial organizations.

has held several other leadership and board director roles.

Prior to Splash Meissner was a board director and CEO in a beverage vertical

organized by a mid-cap PE firm designed to acquire and build emerging brands, where he acquired two legacy tea brands from Nestle, Sweet

Leaf Tea and Tradewinds Tea.

Meissner is a proven leader with more than twenty years of

success in growing consumer brand companies with both large multinational and medium sized entrepreneurial organizations.

held several other leadership and board director roles.

Prior to Splash Meissner was a board director and CEO in a beverage vertical organized

by a mid-cap PE firm designed to acquire and build emerging brands, where he acquired two legacy tea brands from Nestle, Sweet Leaf Tea

and Tradewinds Tea.

Meissner served as CEO and Board Director or Genesis Today, Inc.

a plant based superfood and supplement

company, CEO and Board Director of a joint venture between Distant Lands Coffee Inc.

and Caffitaly Systems s.p.a called Tazza Pronto

Inc., CEO and Board Director of Jones Soda Inc., President of Talking Rain Beverages, Inc., Chief Marketing Officer of Coca-Cola’s

Fuze Beverages, Brand Director of PepsiCo’s SoBe Beverages and Category Manager of Nutritional Beverages for Tetra Pak Inc.

has an MBA from the University of Pittsburgh’s Katz Graduate School of Business and a Bachelor’s degree from Michigan State

Justin Yorke, age 57, became

a member of the Board of the Company on March 31, 2020.

a plant based superfood and supplement company, CEO

and Board Director of a joint venture between Distant Lands Coffee Inc.

and Caffitaly Systems s.p.a called Tazza Pronto Inc., CEO and

Board Director of Jones Soda Inc., President of Talking Rain Beverages, Inc., Chief Marketing Officer of Coca-Cola’s Fuze Beverages,

Brand Director of PepsiCo’s SoBe Beverages and Category Manager of Nutritional Beverages for Tetra Pak Inc.

Meissner has an MBA

from the University of Pittsburgh’s Katz Graduate School of Business and a Bachelor’s degree from Michigan State University.

Thomas Fore, age 59, became an

independent director of the Board of the Company on March 20, 2025.

Fore currently leads the real estate investment strategy for Epogee

Capital Management, a Boston-based Registered Investment Advisory, and for Wise Capital, an international investment fund with more than

Previously, he served as the CEO of TideRock Media from 2011 to 2024.

TideRock has produced more than 15 feature films for

the Sundance Labs Program and has worked with top Hollywood talent including:

Elizabeth Banks, Richard Gere, Common, Danny Glover, and

Christopher Columbus.

TideRock co-founded the Sundance Investor’s Catalyst Lab in 2013 in order to provide education and resources

to film investors.

Thomas is a board member of My Pebble Inc., a private technology company which is involved in the effort to help companies

become carbon neutral, and is a graduate of Towson University (1991) and has retired from the Baltimore City Police Department as a Detective

Agent in 2000.

Justin Yorke, age 58, became a

member of the Board of the Company on March 31, 2020.

Since March 31, 2020, Mr.

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Chairman of Jed Oil and a Director/CEO at JMG Exploration.

Paglia, age 56, became a

member of the Board of the Company as an independent director on February 26, 2024.

Paglia, age 57, became a member

of the Board of the Company as an independent director on February 26, 2024.

He is currently an independent director, Audit Committee

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SUM Ventures, Axxes Capital Inc., VitaNav Inc., and DigiLife Fund, among others.

Paglia, a Professor of Finance, currently works

at Pepperdine University in various positions, which have included Senior Associate Dean and Executive Director, since 2000-present.

Paglia has a Doctor of Philosophy in Business Administration, from the University of Kentucky, a Master of Business Administration

from Gannon University, a Bachelor of Science from Gannon University, and is also a Certified Public Accountant and Charted Financial

Paglia, a Professor of Finance, currently works at

Pepperdine University in various positions, which have included Senior Associate Dean and Executive Director, since 2000-present.

Paglia has a Doctor of Philosophy in Business Administration, from the University of Kentucky, a Master of Business Administration from

Gannon University, a Bachelor of Science from Gannon University, and is also a Certified Public Accountant and Charted Financial Analyst.

Bill Caple, age 66, has served

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There are no family relationships

among and between the issuer’s directors, officers, persons nominated or chosen by the issuer to become directors or officers,

or beneficial owners of more than ten percent of any class of the issuer’s equity securities.

among and between the issuer’s directors, officers, persons nominated or chosen by the issuer to become directors or officers, or

beneficial owners of more than ten percent of any class of the issuer’s equity securities.

Section 16(a) Beneficial Ownership Reporting Compliance

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Exchange Act requires that our directors and executive officers and persons who beneficially own more than 10% of our common stock (referred

to herein as the “reporting persons”) file with the SEC various reports as to their ownership of and activities relating

to our common stock.

Such reporting persons are required by the SEC regulations to furnish us with copies of all Section 16(a) reports

Based solely on our review of copies of the reports filed with the SEC and the written representations of our directors and

executive officers, we believe that all reporting requirements for fiscal year 2023 were complied with by each person who at any time

during the 2023 fiscal year was a director or an executive officer or held more than 10% of our common stock, except for the following:

Bill Caple, Fatima Dhalla (interim CFO at the time), and Stacy McLaughlin each filed a late Form 3 report at the time of their appointments

and on becoming insiders of the Company;

Ron Wall filed a late Form 4 report on January 31, 2023 related to the grant of options to purchase

our common stock on May 2, 2022;

Justin Yorke, Candance Crawford and Peter McDonough each filed a late Form 4 report on May 15, 2023

related to the grant of options to purchase our common stock on April 24, 2023;

Bill Caple filed a late Form 4 report on May 19, 2023

related to the grant of options to purchase our common stock on May 1, 2023;

and Ron Wall filed a late Form 4 report on August 3, 2023

related to the grant of options to purchase our common stock on May 2, 2023.

to herein as the “reporting persons”) file with the SEC various reports as to their ownership of and activities relating to

our common stock.

Such reporting persons are required by the SEC regulations to furnish us with copies of all Section 16(a) reports they

Based solely on our review of copies of the reports filed with the SEC and the written representations of our directors and executive

officers, we believe that all reporting requirements for fiscal year 2024 were complied with by each person who at any time during the

2024 fiscal year was a director or an executive officer or held more than 10% of our common stock, except for the following:

Julius Ivancsits,

and Stacy McLaughlin each filed a late Form 3 report at the time of their appointments and on becoming insiders of the Company.

Ivancsits filed a late Form 4 report on May 6, 2024.

Committees of the Board

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an Audit Committee.

The Audit Committee is responsible for, among other things, the appointment, compensation, removal and oversight

of the work of the Company’s independent registered public accounting firm, overseeing the accounting and financial reporting process

The Audit Committee is responsible for, among other things, the appointment, compensation, removal and oversight of

the work of the Company’s independent registered public accounting firm, overseeing the accounting and financial reporting process

of the Company, and reviewing related person transactions.

Our Audit Committee is comprised of John Paglia and Bill Caple.

listing standards and applicable SEC rules, all the directors on the audit committee must be independent.

Also, as a smaller reporting

company, we are only required to maintain an audit committee of two independent directors.

Our Board has determined that John Paglia

and Bill Caple are independent under NYSE listing standards and applicable SEC rules.

John Paglia is the Chairperson of the audit committee.

Each member of the audit committee is financially literate and our Board has determined that John Paglia qualifies as an “audit

committee financial expert” as defined in applicable SEC rules.

The Audit Committee operates under a written charter adopted by

the Board of Directors, which can be found on our website at www.splashbeveragegroup.com.

During 2023, the Audit Committee held four

meetings in person or through conference calls.

During fiscal year 2024 our Audit Committee is comprised of John Paglia and

Under NYSE listing standards and applicable SEC rules, all the directors on the audit committee must be independent.

as a smaller reporting company, we are only required to maintain an audit committee of two independent directors.

Our Board has determined

that John Paglia and Bill Caple are independent under NYSE listing standards and applicable SEC rules.

John Paglia is the Chairperson

of the audit committee.

Each member of the audit committee is financially literate and our Board has determined that John Paglia qualifies

as an “audit committee financial expert” as defined in applicable SEC rules.

The Audit Committee operates under a written

charter adopted by the Board of Directors, which can be found on our website at www.splashbeveragegroup.com.

During 2024, the Audit Committee

held four meetings in person or through conference calls.

The Company has replaced Dr.

Paglia on the Audit Committee with Thomas Fore.

Compensation and Management Resources Committee

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The purpose of the Compensation and Management Resources Committee is to

assist the Board in discharging its responsibilities relating to executive compensation, succession planning for the Company’s

executive team, and to review and make recommendations to the Board regarding employee benefit policies and programs, incentive compensation

plans and equity-based plans.

The members of our Compensation

and Management Resources Committee are Bill Caple, John Paglia and Justin Yorke.

Bill Caple is the chairperson of the Compensation and

Management Resources Committee.

Under NYSE listing standards,

we are required to have at least two members of the compensation committee, all of whom must be independent directors.

assist the Board in discharging its responsibilities relating to executive compensation, succession planning for the Company’s executive

team, and to review and make recommendations to the Board regarding employee benefit policies and programs, incentive compensation plans

and equity-based plans.

During fiscal year 2024 the members

of our Compensation and Management Resources Committee were Bill Caple and John Paglia.

Bill Caple is the chairperson of the Compensation

and Management Resources Committee.

As of March 7, 2025, Dr.

Paglia is no longer be a member of the Compensation and Management Resources

The Company has replaced Dr.

Paglia on the Compensation Committee with Thomas Fore.

Under NYSE listing standards, we

are required to have at least two members of the compensation committee, all of whom must be independent directors.

Our board of directors

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to the Board with respect to the Company’s major long-term incentive plans applicable to directors, executives and/or non-executive

employees of the Company and approve (a) individual annual or periodic equity-based awards for the Chief Executive Officer and other

executive officers and (b) an annual pool of awards for other employees with guidelines for the administration and allocation of such

recommend to the Board for its approval a succession plan for the Chief Executive Officer, addressing the policies and principles

for selecting a successor to the Chief Executive Officer, both in an emergency situation and in the ordinary course of business;

programs created and maintained by management for the development and succession of other executive officers and any other individuals

identified by management or the Compensation and Management Resources Committee;

review the establishment, amendment and termination

of employee benefits plans, review employee benefit plan operations and administration;

and any other duties or responsibilities expressly

delegated to the Compensation and Management Resources Committee by the Board from time to time relating to the Committee’s purpose.

employees of the Company and approve (a) individual annual or periodic equity-based awards for the Chief Executive Officer and other executive

officers and (b) an annual pool of awards for other employees with guidelines for the administration and allocation of such awards;

to the Board for its approval a succession plan for the Chief Executive Officer, addressing the policies and principles for selecting

a successor to the Chief Executive Officer, both in an emergency situation and in the ordinary course of business;

review programs created

and maintained by management for the development and succession of other executive officers and any other individuals identified by management

or the Compensation and Management Resources Committee;

review the establishment, amendment and termination of employee benefits plans,

review employee benefit plan operations and administration;

and any other duties or responsibilities expressly delegated to the Compensation

and Management Resources Committee by the Board from time to time relating to the Committee’s purpose.

The Compensation and Management

Resources Committee may request any officer or employee of the Company or the Company’s outside counsel to attend a meeting of

the Compensation and Management Resources Committee or to meet with any members of, or consultants to, the Compensation and Management

Resources Committee.

Resources Committee may request any officer or employee of the Company or the Company’s outside counsel to attend a meeting of the

Compensation and Management Resources Committee or to meet with any members of, or consultants to, the Compensation and Management Resources

The Company’s Chief Executive Officer does not attend any portion of a meeting where the Chief Executive Officer’s

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the consultant’s fees and other retention terms.

The Compensation and Management Resources Committee also has the authority to

obtain advice and assistance from internal or external legal, accounting or other experts, advisors and consultants to assist in carrying

out its duties and responsibilities and has the authority to retain and approve the fees and other retention terms for any external experts,

The Compensation and Management Resources Committee also has the authority to obtain

advice and assistance from internal or external legal, accounting or other experts, advisors and consultants to assist in carrying out

its duties and responsibilities and has the authority to retain and approve the fees and other retention terms for any external experts,

advisors or consultants.

During 2023, the Compensation

Management Resources Committee held four meetings in person or through conference calls.

During 2024, the Compensation Management

Resources Committee held two meetings in person or through conference calls.

Nominating and Corporate Governance Committee

The Nominating and Corporate

Governance Committee is responsible for overseeing the appropriate and effective governance of the Company, including, among other things,

(a) nominations to the Board of Directors and making recommendations regarding the size and composition of the Board of Directors and

(b) the development and recommendation of appropriate corporate governance principles.

The Nominating and Corporate Governance Committee

The Nominating and Corporate Governance

Committee is responsible for overseeing the appropriate and effective governance of the Company, including, among other things, (a) nominations

to the Board of Directors and making recommendations regarding the size and composition of the Board of Directors and (b) the development

and recommendation of appropriate corporate governance principles.

During fiscal year 2024 the Nominating and Corporate Governance Committee

consists of John Paglia and Bill Caple, each of whom is an independent director (as defined under Section 803 of the NYSE American LLC

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Information” section.

The Nominating and Corporate

Governance Committee adheres to the Company’s bylaws provisions and Securities and Exchange Commission rules relating to proposals

by stockholders when considering director candidates that might be recommended by stockholders, along with the requirements set forth

in the committee’s Policy with Regard to Consideration of Candidates Recommended for Election to the Board of Directors, also available

on our website.

The Nominating and Corporate Governance Committee of the Board of Directors is responsible for identifying and selecting

qualified candidates for election to the Board of Directors prior to each annual meeting of the Company’s stockholders.

In identifying

and evaluating nominees for director, the Committee considers each candidate’s qualities, experience, background and skills, as

well as other factors, such as the individual’s ethics, integrity and values which the candidate may bring to the Board of Directors.

The Company is currently in the process of replacing Dr.

The Nominating and Corporate Governance

Committee adheres to the Company’s bylaws provisions and Securities and Exchange Commission rules relating to proposals by stockholders

when considering director candidates that might be recommended by stockholders, along with the requirements set forth in the committee’s

Policy with Regard to Consideration of Candidates Recommended for Election to the Board of Directors, also available on our website.

Nominating and Corporate Governance Committee of the Board of Directors is responsible for identifying and selecting qualified candidates

for election to the Board of Directors prior to each annual meeting of the Company’s stockholders.

In identifying and evaluating

nominees for director, the Committee considers each candidate’s qualities, experience, background and skills, as well as other factors,

such as the individual’s ethics, integrity and values which the candidate may bring to the Board of Directors.

During 2024, the Nominating and

Corporate Governance Committee held two meetings in person or through conference calls.

Meetings of the Board of Directors same

During 2023, the Board

of Directors held five meetings.

During 2023, each member of our Board of Directors attended at least 75% of the

aggregate of all meetings of our Board of Directors and of all meetings of committees of our Board of Directors

on which such member served that were held during the period in which such director served.

Meetings of the Board of Directors same as

During 2024, the Board of

Directors held six meetings.

During 2024, each member of our Board of Directors attended at least 75% of the aggregate of

all meetings of our Board of Directors and of all meetings of committees of our Board of Directors on which such member served that were

held during the period in which such director served.

The Board of Directors also approved certain actions

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Director Independence

NYSE listing standards require that a majority of our Board be independent.

Our Board has determined that John Paglia and Bill Caple

are “independent directors” as defined in the NYSE listing standards.

Our independent directors will have regularly scheduled

meetings at which only independent directors are present.

listing standards require that a majority of our Board be independent.

Our Board has determined that John Paglia and Bill Caple are “independent

directors” as defined in the NYSE listing standards.

Our independent directors will have regularly scheduled meetings at which only

independent directors are present.

The Company is currently in the process of replacing Dr.

Involvement in Certain

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involved in any of the following events during the past ten years:

any bankruptcy petition filed by or against such person or any business

of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to

any conviction in a criminal proceeding or being subject to a pending

criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed,

suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting

his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking

or securities activities;

being found by a court of competent jurisdiction in a civil action,

the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities

or commodities law, and the judgment has not been reversed, suspended, or vacated;

being subject of, or a party to, any federal or state judicial or administrative

order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal

or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies,

or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

being subject of or party to any sanction or order, not subsequently

reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association,

entity or organization that has disciplinary authority over its members or persons associated with a member.

Such person was the subject of, or a party to, any federal or state

judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged

violation of:

or state securities or commodities law or regulation;

regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction,

order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition

or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Such person was the subject of, or a party to, any sanction or order,

not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange

Act (15 U.S.C.

any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

being found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

being subject of, or a party to, any federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Such person was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any federal or

state securities or commodities law or regulation;

Any law or regulation

respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of

disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated

with a member.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board leadership structure

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Directors does not involve itself in day-to-day operations.

The directors keep themselves informed through discussions with the

Chief Executive Officer and other key executives, visits to the Company’s facilities, by reading the reports and other materials

that we send them and by participating in Board and committee meetings.

Each director’s term will continue until the election and

qualification of his or her successor, or his or her earlier death, resignation or removal.

The information set forth in Item 1C is incorporated

herein by reference.

The directors keep themselves informed through discussions with the Chief

Executive Officer and other key executives, visits to the Company’s facilities, by reading the reports and other materials that

we send them and by participating in Board and committee meetings.

Each director’s term will continue until the election and qualification

of his or her successor, or his or her earlier death, resignation or removal.

The information set forth in Item 1C is incorporated herein

by reference.

Code of Ethics

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A copy of the Clawback Policy has been filed herewith, and can also be found at www.splashbeveragegroup.com .

Insider Trading Policy

The Company has adopted an insider trading policy

that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees.

A copy of our

insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities

laws and the applicable exchange listing requirements.

Executive Compensation

EXECUTIVE AND DIRECTOR COMPENSATION

The following table sets forth information for our

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earned by the executive officers named below.

Name and Principal

Name and Principal Position

Option Awards

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Ronald Wall, CFO (1)

Fatima Dhalla, Interim

Fatima Dhalla, Interim CFO (2)

Stacy McLaughlin, Former CFO (3)

Julius Ivancsits, CFO (3)

William Devereux (4)

(1) On September 26, 2023, Ronald Wall resigned as

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as the Interim Chief Financial Officer of the Company.

(3) The individual listed was appointed during fiscal

year 2024 and received no compensation during the last completed fiscal year.

(4) The individual listed was appointed during fiscal

year 2025 and received no compensation during the last two completed fiscal year.

Employment Agreements

19 unchanged sentences

Nistico’s employment agreement beginning December 1, 2019, and ending on November 30, 2024.

to the amendment, the Company increased Mr.

Pursuant to the

amendment, the Company increased Mr.

Nistico’s base salary from $275,000 to $325,000.

Stacy McLaughlin - CFO

Pursuant to the terms of an employment agreement

dated January 22, 2024, the Company employs Ms.

William Devereux -- CFO

Pursuant to the terms of

an employment agreement dated February 21, 2025, the Company employed Mr.

William Devereux as its Chief Financial Officer on a full-time

Effective March 3, 2025, Mr.

Devereux’s annual salary is $325,000.

He is also entitled to a $60,000 signing bonus and discretionary

annual performance bonus of up to $162,500, upon achieving certain targets that are to be defined on an annual basis.

also entitled to participate in all qualified plans, holidays and other employee benefits which the Company, in its sole discretion, may

maintain from time to time for the benefit of its employees in general.

Pursuant to his employment agreement, granted 600,000 options

to acquire shares of common stock of the Company, with such shares vesting in 200,000 share increments annually (with the first vest to

occur on March 3, 2025).

Continued vesting of these options and the underlying shares is subject to Mr.

Devereux’s employment remaining

in good standing with the Company.

Julius Ivancsits –

Pursuant to the terms of

an employment agreement dated April 22, 2024, the Company employed Mr.

Julius Ivancsits as its Chief Financial Officer on a full-time

Effective April 24, 2024, Mr.

Ivancsits annual salary is $325,000.

He is also entitled to a discretionary annual performance bonus

of up to $162,500, upon achieving certain targets that are to be defined on an annual basis.

Ivancsits is also entitled to participate

in all qualified plans, holidays and other employee benefits which the Company, in its sole discretion, may maintain from time to time

for the benefit of its employees in general.

Pursuant to his employment agreement, granted 750,000 options to acquire shares of common

stock of the Company, with such shares vesting in 250,000 share increments annually (with the first vest to occur on April 24, 2024).

Continued vesting of these options and the underlying shares is subject to Mr.

Ivancsits’ employment remaining in good standing

with the Company.

Stacy McLaughlin – Former CFO

Pursuant to the terms of an employment agreement dated

January 22, 2024, the Company employs Ms.

Stacy McLaughlin as its Chief Financial Officer on a full-time basis.

Effective January 24,

24, 2024, Ms.

McLaughlin’s annual salary is $325,000.

She is also entitled to an annual performance bonus of up to $162,500, upon

achieving certain targets that are to be defined on an annual basis.

McLaughlin is also entitled to participate in all qualified

plans, holidays and other employee benefits which the Company, in its sole discretion, may maintain from time to time for the benefit

of its employees in general.

She is also entitled to an annual performance bonus of up to $162,500, upon achieving

certain targets that are to be defined on an annual basis.

McLaughlin is also entitled to participate in all qualified plans, holidays

and other employee benefits which the Company, in its sole discretion, may maintain from time to time for the benefit of its employees

On March 5, 2024, pursuant to her employment agreement, Ms.

McLaughlin was granted 600,000 restricted shares

of Common Stock.

These shares will vest in tranches of 50,000 per quarter, until exhausted, with the first tranche vesting upon the completion

of the first quarter of 2024.

McLaughlin was granted 600,000 restricted shares of Common Stock.

These shares will vest in tranches of 50,000 per quarter, until exhausted, with the first tranche vesting upon the completion of the first

quarter of 2024.

Continued vesting of these shares is subject to Ms.

McLaughlin’s employment remaining in good standing

with the Company.

In the event that the company is acquired within the two years of January 24, 2024, the vesting schedule that the shares

are subject to will accelerate, contingent on Ms.

McLaughlin’s employment remaining in good standing with the

In the event that the company is acquired within the two years of January 24, 2024, the vesting schedule that the shares are

subject to will accelerate, contingent on Ms.

McLaughlin’s employment being in good standing to the date on which the acquisition

10 unchanged sentences

The employment agreement with Mr.

Meissner’s does not have a fixed termination date and permits the Company to

terminate Mr.

Meissner’s does not have a fixed termination date and permits the Company to terminate

Meissner upon twenty days prior written notice and grants Mr.

Meissner the right to resign upon twenty days prior written

Meissner the right to resign upon twenty days prior written notice.

Directors Compensation

During the fiscal year ended

December 31, 2023, our directors were paid compensation in cash for serving as Directors of the Company.

Directors Compensation

During the fiscal year ended December

31, 2024, our directors were paid compensation in cash and options for serving as Directors of the Company.

The awards below have been

adjusted for the 1 for 40 reverse split.

Fees Earned or Paid in Cash

2 unchanged sentences

Total Compensation

Candace Crawford

Peter McDonough

Thomas Fore(1)

Fore was appointed as a director of the Company in 2025, and received no compensation during fiscal

Pension, Retirement or Similar Benefit Plans

6 unchanged sentences

Officers and Other Management

None of our directors, executive officers or any

associate or affiliate of our Company during the last two fiscal years is or has been indebted to our Company by way of guarantee, support

agreement, letter of credit or other similar agreement or understanding currently outstanding.

None of our directors, executive officers or any associate

or affiliate of our Company during the last two fiscal years is or has been indebted to our Company by way of guarantee, support agreement,

letter of credit or other similar agreement or understanding currently outstanding.

Equity Compensation Plan

7 unchanged sentences

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the total outstanding

equity awards as of December 31, 2023, for each Named Executive Officer:

of Securities Underlying Unexercised Options Exercisable

Number of Securities

Underlying Unexercised Options Un-Exercisable

The following table has been adjusted for the 1 for

40 reverse split and summarizes the total outstanding equity awards as of December 31, 2024, for each Named Executive Officer:

Number of Securities Underlying Unexercised Options Exercisable

Number of Securities Underlying Unexercised Options Un-Exercisable

Number of Securities Underlying Unexercised Unearned Options

2 unchanged sentences

Robert Nistico

William Meissner

Unless otherwise noted, the business address of each of the following

individuals is 1314 East Las Olas Blvd, Suite 221 Fort Lauderdale, Florida 33301

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters.

William Meissner

Julius Ivancsits

Fatima Dhalla

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

The following table sets forth

certain information with respect to the beneficial ownership of our common stock as of March 29, 2024, for:

certain information with respect to the beneficial ownership of our common stock as of July 9, 2025, for:

each of our current directors and executive officers;

all of our current directors and executive officers as a group;

each person, or group of affiliated persons, who beneficially owned

more than 5% of our common stock.

Except as indicated by the

footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting

and sole investment power with respect to all shares of common stock that they beneficially, subject to applicable community property

Unless otherwise specified, the address for each of the persons named in the table is 1314 E Las Olas Blvd.

Suite 221, Fort Lauderdale,

Florida 33301.

each person, or group of affiliated persons, who beneficially owned more than 5% of our common stock.

Except as indicated by the footnotes

below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole

investment power with respect to all shares of common stock that they beneficially, subject to applicable community property laws.

otherwise specified, the address for each of the persons named in the table is 1314 E Las Olas Blvd.

Suite 221, Fort Lauderdale, Florida

Our calculation of the percentage

of beneficial ownership is based on 1,547,776 shares of common stock outstanding as of March 31, 2025.

We have determined beneficial

ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any

other purpose.

Under Rule 13d-3 of the Exchange Act of 1934, as amended (the “Exchange Act”), a beneficial owner of a security

includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares:

(i) voting power, which includes the power to vote or to direct the voting of shares;

and (ii) investment power, which includes the power

to dispose or direct the disposition of shares.

Certain shares may be deemed to be beneficially owned by more than one person (if, for

example, persons share the power to vote or the power to dispose of the shares).

In addition, shares are deemed to be beneficially owned

by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as

of which the information is provided.

In computing the percentage ownership of any person or persons, the amount of shares outstanding

is deemed to include the amount of shares beneficially owned by such person or persons (and only such person or persons) by reason of

these acquisition rights.

We have determined beneficial ownership

in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

Under Rule 13d-3 of the Exchange Act of 1934, as amended (the “Exchange Act”), a beneficial owner of a security includes any

person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares:

power, which includes the power to vote or to direct the voting of shares;

and (ii) investment power, which includes the power to dispose

or direct the disposition of shares.

Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons

share the power to vote or the power to dispose of the shares).

In addition, shares are deemed to be beneficially owned by a person if

the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information

In computing the percentage ownership of any person or persons, the amount of shares outstanding is deemed to include the

amount of shares beneficially owned by such person or persons (and only such person or persons) by reason of these acquisition rights.

Shares of Common

4 unchanged sentences

William Meissner

Stacy McLaughlin

Julius Ivancsits

Officers and Directors as a Group (5 individuals)

1 unchanged sentence

LK Family Partnership

Of which 3,297,243 shares are held by Richland Fund LLC, 1,398,012

shares are held by JMW Fund LLC and 790,854 shares are held by San Gabriel LLC.

Of which 82,431 shares are held by Richland Fund LLC, 34,950 shares are held by JMW Fund LLC and 19,772 shares are held by San Gabriel LLC.

All funds are managed by Mr.

6 unchanged sentences

(1) increase the aggregate number of shares of common stock available by 1,500,000 shares to a total of 1,807,415 shares and (2) increase

the automatic annual increase in the number of shares under the 2020 Incentive Plan from 5% to 7.5% of the total number of shares of

common stock outstanding as of December 31st of the preceding fiscal year.

of Shares to be Issued

Upon Exercise or Vesting of Outstanding Stock Options

Weighted Average Exercise

Price of Outstanding Stock Options

Number of Securities

Remaining Available for Future Issuance Under Equity Compensation Plans

Equity compensation plan approved by

board of directors

Certain Relationships

and Related Transactions and Director Independence.

the automatic annual increase in the number of shares under the 2020 Incentive Plan from 5% to 7.5% of the total number of shares of common

stock outstanding as of December 31st of the preceding fiscal year.

Plan Category

of Shares to be Issued Upon Exercise or Vesting of Outstanding Stock Options

Weighted Average Exercise Price of Outstanding Stock Options

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans

Equity compensation plan approved by board of directors

Certain Relationships and Related Transactions

and Director Independence.

The following is a description

of the transactions and series of similar transactions, since December 31, 2023, that we were a participant or will be a participant

the amount involved exceeds the lesser of $120,000 or one percent of

the average of the smaller reporting company’s total assets at year-end for the last two completed fiscal years;

any of our directors, executive officers, holders of more than 5% of

our capital stock (which we refer to as “5% stockholders”) or any member of their immediate family had or will have a

direct or indirect material interest, other than compensation arrangements with directors and executive officers.

of the transactions and series of similar transactions, since December 31, 2024, that we were a participant or will be a participant in,

the amount involved exceeds the lesser of $120,000 or one percent of the average of the smaller reporting company’s total assets at year-end for the last two completed fiscal years;

any of our directors, executive officers, holders of more than 5% of our capital stock (which we refer to as “5% stockholders”) or any member of their immediate family had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers.

During the normal course of business,

9 unchanged sentences

interest under this agreement as of December 31, 2024.

On September 29, 2023, the Company

also entered into a Purchase and Sales Future Receivables Agreement (the “Loan and Security Agreement”) by and among the

On April 2024, the Company also

entered into a Merchant Cash Advance 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 Cobalt Funding Solutions (the “Lender”).

The Loan and Security Agreement provided a loan

of $815,000, with the gross and interest amount of $326,028] with the Lender (the “Credit Facility”).

There was $455,335 outstanding

under this agreement as of December 31, 2024.

On September 2024 and November

2024 the Company also entered into a Merchant Cash Advance 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 Knightsbridge Funding LLC (the “Lender”).

and, collectively, the “Guarantors”), and with Timeless Funding LLC (the “Lender”).

The Loan and Security Agreement

provided a loan of $165,000, with the gross and interest amount of $241,725 with the Lender (the “Credit Facility”).

was $99,185 outstanding under this agreement as of December 31, 2023.

provided a loan of $325,000 and $340,000, with the gross and interest amount of $172,250 and $173,400 respectively with the Lender (the

“Credit Facility”).

There was $85,260 and $311,713 respectively outstanding under this agreement as of December 31, 2024.

There were related party advances

1 unchanged sentence

in the amount of $200,000 as of December 31, 2024.

Principal Accounting

Fees and Services.

Principal Accounting Fees and Services.

December 31, 2024

Audit - Rose, Snyder & Jacobs LLP

Audit – Daszkal Bolton, LLP and CohnReznick LLP

Audit related

Audit related -CohnReznick LLP

Audit related - Rose, Snyder & Jacobs LLP

December 31, 2023

Audit related

Audit - Rose, Snyder & Jacobs LLP

Audit - Daszkal Bolton, LLP and CohnReznick LLP

Audited related

Exhibits and Financial Statement Schedules.

6 unchanged sentences

of this Annual Report on Form 10-K.

Pursuant to the requirements

of Section 13 or 15(d) 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.

Pursuant to the requirements of

Section 13 or 15(d) 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.

March 29, 2024

Date:July 11, 2025

/s/ Robert Nistico

2 unchanged sentences

(Principal Executive Officer)

Pursuant to the requirements

of the Securities Act of 1934 this Annual Report on Form 10-K was signed by the following persons on behalf of the Registrant and in

the capacities and on the dates stated:

Pursuant to the requirements of

the Securities Act of 1934 this Annual Report on Form 10-K was signed by the following persons on behalf of the Registrant and in the

capacities and on the dates stated:

/s/ Robert Nistico

Chief Executive Officer and Director

March 29, 2024

July 11, 2025

Robert Nistico

(Principle Executive Officer)

/s/ Stacy McLaughlin

/s/ William Devereux

Chief Financial Officer, Treasurer

March 29, 2024

Stacy McLaughlin

July 11, 2025

William Devereux

(Principal Financial and Accounting Officer)

1 unchanged sentence

Director, Secretary

March 29, 2024

/s/John Paglia

March 29, 2024

July 11, 2025

/s/ Thomas Fore

July 11, 2025

/sThomas Fore

/s/ Bill Caple

March 29, 2024

July 11, 2025

EXHIBIT INDEX

Agreement dated June 10, 2021 between Splash Beverage Group and EF Hutton, division of Benchmark Investments, LLC, as representative

of the underwriters named therein (incorporated by reference herein to Exhibit 1.1 to the Current report on Form 8-K filed with the Securities

and Exchange Commission on June 15, 2021)

of the underwriters named therein (incorporated by reference herein to Exhibit 1.1 to the Current report on Form 8-K filed with the

Securities and Exchange Commission on June 15, 2021)

Agreement dated February 14, 2022 between Splash Beverage Group and EF Hutton, division of Benchmark Investments, LLC, as representative

of the underwriters named therein (incorporated by reference herein to Exhibit 1.1 to the Current report on Form 8-K filed with the Securities

and Exchange Commission on February 17, 2022)

of the underwriters named therein (incorporated by reference herein to Exhibit 1.1 to the Current report on Form 8-K filed with the

Securities and Exchange Commission on February 17, 2022)

Agreement dated September 23, 2022, between Splash Beverage Group and EF Hutton, division of Benchmark Investments, LLC, as representative

of the underwriters named therein (incorporated by reference herein to Exhibit 1.1 to the Current report on Form 8-K filed with the Securities

and Exchange Commission on September 27, 2022)

and Plan of Merger dated December 31, 2019 by and among Canfield Medical Supply, Inc., SBG Acquisition, Inc., and Splash Beverage Group,

of the underwriters named therein (incorporated by reference herein to Exhibit 1.1 to the Current report on Form 8-K filed with the

Securities and Exchange Commission on September 27, 2022)

and Plan of Merger dated December 31, 2019 by and among Canfield Medical Supply, Inc., SBG Acquisition, Inc., and Splash Beverage

(incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K dated January 7, 2020)

of Amendment No.

1 to the Agreement and Plan of Merger (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with

the SEC on October 7, 2020)

1 to the Agreement and Plan of Merger (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed

with the SEC on October 7, 2020)

(incorporated by reference herein to Exhibit 3.2 filed with Form 8-K1 filed with the SEC on November 15, 2021)

of Incorporation filed with the Secretary of State of Nevada (incorporated by reference herein to Exhibit 3.1 filed with Form8-K filed

with the SEC on November 15, 2021)

of Merger filed with the Secretary of State of the State of Nevada (incorporated by reference herein to Exhibit 2.2 filed with Form8-K

of Incorporation filed with the Secretary of State of Nevada (incorporated by reference herein to Exhibit 3.1 filed with Form8-K

filed with the SEC on November 15, 2021)

of Merger filed with the Secretary of State of the State of Colorado (incorporated by reference herein to Exhibit 2.3 filed with Form8-K

of Merger filed with the Secretary of State of the State of Nevada (incorporated by reference herein to Exhibit 2.2 filed with Form8-K

filed with the SEC on November 15, 2021)

of Merger filed with the Secretary of State of the State of Colorado (incorporated by reference herein to Exhibit 2.3 filed with

Form8-K filed with the SEC on November 15, 2021)

of Amendment to Articles of Incorporation filed with the Secretary of State of Nevada (incorporated by reference herein to Exhibit

3.1 filed with Form 8-K filed with the SEC on December 22, 2022)

of Common Stock Certificate (incorporated by reference to exhibit 4.1 filed with the Annual Report on Form 10-K filed with the SEC on

March 31, 2022)

Certificate of Designation of Series A Preferred Stock (incorporated by reference herein to Exhibit 3.1 filed with Form 8-K filed with the SEC on June 13, 2025)

Certificate of Change filed with the Secretary of State of Nevada

Certificate of Designations, Preferences Rights and Limitations of the Series A-1 Convertible Redeemable Preferred Stock (incorporated by reference herein to Exhibit 3.1 filed with Form 8-K filed with the SEC on June 26, 2025)

Certificate of Designations, Preferences Rights and Limitations of the Series B Convertible Redeemable Preferred Stock (incorporated by reference herein to Exhibit 3.2 filed with Form 8-K filed with the SEC on June 26, 2025)

Certificate of Designations, Preferences Rights and Limitations of the Series C Convertible Preferred Stock (incorporated by reference herein to Exhibit 3.3 filed with Form 8-K filed with the SEC on June 26, 2025)

of Common Stock Certificate (incorporated by reference to exhibit 4.1 filed with the Annual Report on Form 10-K filed with the SEC

on March 31, 2022)

of Investor Warrant (incorporated by reference to exhibit 4.1 filed with the Current Report on Form 8-K filed with the SEC on June

Agent Agreement between Splash Beverage Group Inc.

and Equinity Trust Company dated as of June 15, 2001 (incorporated by reference to

exhibit 10.1 filed with the Current Report on Form 8-K filed with the SEC on June 15, 2021)

of Capital Stock *

2020 Long-Term Incentive Compensation Plan (incorporated herein by reference to the Schedule 14C Information Statement filed with the SEC on June 8, 2020)

Form of SBG Warrant (incorporated by reference herein to Exhibit 10.4 filed with Form 8-K filed with the SEC on April 6, 2020)

Form of New Warrant (incorporated by reference herein to Exhibit 10.5 filed with Form 8-K filed with the SEC on April 6, 2020)

Form of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on August 18, 2020)

Revenue Loan and Security Agreement dated (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on December 31, 2020)

Asset Purchase Agreement dated (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on December 31, 2020)

Convertible Promissory Note dated (incorporated by reference herein to Exhibit 10.3 filed with Form 8-K filed with the SEC on December 31, 2020)

An Agreement Regarding Other Accounts Payable dated (incorporated by reference herein to Exhibit 10.4 filed with Form 8-K filed with the SEC on December 31, 2020)

Martin Employment Agreement dated (incorporated by reference herein to Exhibit 10.5 filed with Form 8-K filed with the SEC on December 31, 2020)

Non-Competition, Non-Solicitation and Confidential Information Agreement (incorporated by reference herein to Exhibit 10.6 filed with Form 8-K filed with the SEC on December 31, 2020)

Form of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on January 21, 2021)

Form of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on January 21, 2021)

Form of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on February 2, 2021)

Form of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on February 2, 2021)

Form of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on February 12, 2021)

Form of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on February 12, 2021)

Form of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on March 2, 2021)

Form of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on March 2, 2021)

Securities Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on January 3, 2023)

Form of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on January 3, 2023)

Form of Promissory Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on January 3, 2023)

Form of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on August 16, 2023)

Form of Securities Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on August 16, 2023)

Form of Investor Note (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on August 16, 2023)

Form of Second Investor Note (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on August 16, 2023)

Form of Purchase Agreement (incorporated by reference herein to Exhibit 10.5 filed with Form 8-K filed with the SEC on August 16, 2023)

Form of Investor Note (incorporated by reference herein to Exhibit 10.6 filed with Form 8-K filed with the SEC on August 16.

Form of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on October 6, 2023)

Form of Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on October 6, 2023)

Form of Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on October 6, 2023)

Form of Registration Rights Agreement (incorporated by reference herein to Exhibit 10.3 filed with Form 8-K filed with the SEC on October 6, 2023)

Form of Waiver Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on December 18, 2023)

Form of Registration Rights Agreement (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on December 18, 2023)

Employment Agreement dated March 12, 2012 with Robert Nistico*

Employment Agreement dated May 4, 2020 with William Meissner*

Agreement dated January 22, 2024 with Stacy McLaughlin (incorporated herein by reference to Exhibit 10.1 filed with Form 8-K filed with

the SEC on January 30, 2024)

and Equinity Trust Company dated as of June 15, 2001 (incorporated by reference

to exhibit 10.1 filed with the Current Report on Form 8-K filed with the SEC on June 15, 2021)

Description of Capital Stock *

Form of A Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on June 26, 2025)

Form of B Warrant (incorporated by reference herein to Exhibit 4.2 filed with Form 8-K filed with the SEC on June 26, 2025)

Long-Term Incentive Compensation Plan (incorporated herein by reference to the Schedule 14C Information Statement filed with the

SEC on June 8, 2020)

of SBG Warrant (incorporated by reference herein to Exhibit 10.4 filed with Form 8-K filed with the SEC on April 6, 2020)

of New Warrant (incorporated by reference herein to Exhibit 10.5 filed with Form 8-K filed with the SEC on April 6, 2020)

of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on August 18, 2020)

Loan and Security Agreement dated (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on December

Purchase Agreement dated (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on December 31,

Promissory Note dated (incorporated by reference herein to Exhibit 10.3 filed with Form 8-K filed with the SEC on December 31, 2020)

Agreement Regarding Other Accounts Payable dated (incorporated by reference herein to Exhibit 10.4 filed with Form 8-K filed with

the SEC on December 31, 2020)

Employment Agreement dated (incorporated by reference herein to Exhibit 10.5 filed with Form 8-K filed with the SEC on December 31,

Non-Competition,

Non-Solicitation and Confidential Information Agreement (incorporated by reference herein to Exhibit 10.6 filed with Form 8-K filed

with the SEC on December 31, 2020)

of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on January 21,

of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on January 21, 2021)

of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on February 2,

of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on February 2, 2021)

of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on February 12,

of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on February 12, 2021)

of Subscription Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on March 2, 2021)

of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on March 2, 2021)

Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on January 3, 2023)

of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on January 3, 2023)

of Promissory Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on January 3, 2023)

of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on August 16, 2023)

of Securities Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on August

of Investor Note (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on August 16, 2023)

of Second Investor Note (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on August 16, 2023)

of Purchase Agreement (incorporated by reference herein to Exhibit 10.5 filed with Form 8-K filed with the SEC on August 16, 2023)

of Investor Note (incorporated by reference herein to Exhibit 10.6 filed with Form 8-K filed with the SEC on August 16.

of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on October 6, 2023)

of Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on October 6, 2023)

of Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on October 6, 2023)

of Registration Rights Agreement (incorporated by reference herein to Exhibit 10.3 filed with Form 8-K filed with the SEC on October

of Waiver Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on December 18, 2023)

of Registration Rights Agreement (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on December

Employment Agreement dated March 12, 2012 with Robert Nistico (incorporated by reference herein to Exhibit 10.34 filed with Form 10-K filed with the SEC on March 29, 2024)

Employment Agreement dated May 4, 2020 with William Meissner(incorporated by reference herein to Exhibit 10.35 filed with Form 10-K filed with the SEC on March 29, 2024)

Agreement dated January 22, 2024 with Stacy McLaughlin (incorporated herein by reference to Exhibit 10.1 filed with Form 8-K filed

with the SEC on January 30, 2024)

Subscription and Investment Representation Agreement, dated June 10, 2025, Between Splash Beverage Group, Inc., and Robert Nistico (incorporated herein by reference to Exhibit 10.1 filed with Form 8-K filed with the SEC on June 13, 2025)

Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 filed with Form 8-K filed with the SEC on June 26, 2025)

Form of Securities Exchange Letter Agreement*** (incorporated herein by reference to Exhibit 10.2 filed with Form 8-K filed with the SEC on June 26, 2025)

Form of Registration Rights Agreement*** (incorporated herein by reference to Exhibit 10.3 filed with Form 8-K filed with the SEC on June 26, 2025)

Form of Side Letter Agreement (incorporated herein by reference to Exhibit 10.4 filed with Form 8-K filed with the SEC on June 26, 2025)

Acquisition Agreement*** (incorporated herein by reference to Exhibit 10.5 filed with Form 8-K filed with the SEC on June 26, 2025)

Splash Beverage, Inc., Insider Trading Policy

(incorporated by reference herein to Exhibit 21.1 filed with Form 10-K filed with the SEC on March 8, 2021)

of Rose, Snyder & Jacobs LLP*

of Daszkal Bolton LLP*

13a-14(a)/ 15d-14(a) Certification of Principal Executive Officer*

13a-14(a)/ 15d-14(a) Certification of Principal Financial Officer*

Certification

of CEO pursuant to 18.

Consent of Rose, Snyder & Jacobs LLP*

Rule 13a-14(a)/ 15d-14(a) Certification of Principal Executive Officer*

Rule 13a-14(a)/ 15d-14(a) Certification of Principal Financial Officer*

Certification of CEO pursuant to 18.

Section 1350 as adopted, pursuant to Section 906 of Sarbanes-Oxley Act of 2002**

Certification

of CFO pursuant to 18.

Certification of CFO pursuant to 18.

Section 1350 as adopted, pursuant to Section 906 of Sarbanes-Oxley Act of 2002**

Clawback Policy of the Company*

Clawback Policy of the Company (incorporated by reference herein to Exhibit 97.1 filed with Form 10-K filed with the SEC on March 29, 2024)

Inline XBRL Instance Document

14 unchanged sentences

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.

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 9A. Controls and Procedures