Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
(1) Evaluation of Disclosure Controls and Procedures
We have adopted and maintain
disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e) under the Exchange Act), that
are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized
and reported within the time periods required under the SEC’s rules and forms and that the information is gathered and communicated
to our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial
Officer), to allow for timely decisions regarding required disclosure.
As required by Exchange Act Rule 13a-15, our Chief
Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures pursuant to Exchange Act Rule 13a-15 as of the end of the period covered by this report. Based on the foregoing
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that due to our limited resources our disclosure controls
and procedures are not effective in providing material information required to be included in our periodic SEC filings on a timely basis
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.
(2) Management’s Report on Internal Control
over Financial Reporting
Our management is responsible
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, 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
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.
Item 9B. Other Information.
None .
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
32
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth our executive officers
and directors, their ages and position(s) with the Company.
Name
Age
Position
Robert Nistico
61
Chief Executive Officer and Director
William Devereux(4)
50
Chief Financial Officer
Stacy McLaughlin(1)
43
Former Chief Financial Officer
Julius Ivancisits(2)
53
Former Chief Financial Officer
Ron Wall(5)
57
Former Chief Financial Officer
Fatima Dhalla(6)
70
Former Interim Chief Financial Officer
William Meissner
58
President, Chief Marketing Officer
Justin Yorke
58
Director
John Paglia(3)
57
Director
Thomas Fore
59
Director
Bill Caple
66
Director
(1) Ms. McLaughlin resigned as the Chief Financial Officer of the Company on March 29, 2024
(2) Mr. 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.
(3) Dr. 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
(5) Mr. 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
and hold office until the next annual meeting of the stockholders of the Company and until their successors are elected. Officers are
elected annually by the Board of Directors (the “Board”) and serve at the discretion of the Board.
33
Robert Nistico, age 60, on March
31, 2020 became the Chief Executive Officer and a member of the Board of the Company. Since 2012, Mr. Nistico has served as the Chief
Executive Officer and a member of the Board of Splash Beverage Group, Inc., prior to the Company’s acquisition by CMS. Mr. Nistico
also served as the president of Viva Beverages, LLC from 2009 to 2011. Mr. 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. Vice President/General Manager. Mr. Nistico
was instrumental in building the Red Bull brand in North and Central America and the Caribbean from no revenues to $1.45 billion in annual
revenues. Earlier, he held the brand position of Regional Portfolio V.P and Division Manager for Diageo (formerly I.D.V. / Heublein),
General Sales Manager for Republic National (formerly The Julius Schepps Company) and North Texas State Manager for The E & J Gallo
Winery (and a variety of other management positions for those companies). Mr. Nistico serves as a director of Apollo Brands. Mr. Nistico
has more than 27 years of experience in the beverage industry, including direct and indirect sales management, strategic brand management
& marketing, finance, operations, production and logistics. Mr. Nistico holds a B.A. from the University of Colorado.
William
Devereux, age 50, on March 20, 2025 became our Chief Financial Officer. Mr. 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
of Florida.
Julius
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
2023. 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. Mr. Ivancsits has a BS in Business from Eastern Illinois University.
Stacy McLaughlin, age 43, became
the Chief Financial Officer on January 24, 2024. Prior to serving as our Chief Financial Officer, Ms. McLaughlin was the Chief Financial
Officer of Material Technologies, Corp. from 2022 to 2023. From 2013 to 2021, Ms. McLaughlin was the Vice President and Chief Financial
Officer of Willdan Group, Inc. (Willdan), and prior to that, she was their Compliance Manager from 2010 to 2013. During her tenure at
Willdan, she was responsible for accounting and finance functions, SEC reporting, investor relations, treasury, and managed a follow-on
equity offering. Prior to Willdan, Ms. McLaughlin was, from 2009 to 2010, Senior Associate at Windes & McClaughry Accountancy Corporation
and, from 2004 to 2009, Senior Audit Associate at the public accounting firm KPMG LLP. Ms. McLaughlin has a Masters in Accounting from
the University of Southern California and BS from the University of Arizona. Ms. McLaughlin is a Certified Public Accountant (CPA).
William Meissner, age 58, became
the President and Chief Marketing Officer of the Company in May of 2020. Mr. 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. Meissner 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 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. Meissner has an MBA
from the University of Pittsburgh’s Katz Graduate School of Business and a Bachelor’s degree from Michigan State University.
34
Thomas Fore, age 59, became an
independent director of the Board of the Company on March 20, 2025. Mr. 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
$500MM AUM. 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. Yorke has also served as the Company’s Secretary.
Mr. Yorke has over 25 years of experience in finance. Based in Hong Kong for over 10 years, he managed funds for a private Swiss Bank,
Darier Henstch from 1997 to 2000. Prior to that, from 1995 to 1997, Mr. Yorke managed funds for Peregrine Investments and from 1990 to
1995 Unifund, Asia, Ltd, Hong Kong, a high net-worth family office headquartered Geneva, Switzerland. From 2000 to 2004, he was a partner
at Asiatic Investment Management, based in San Francisco. Since 2004, Mr. Yorke has been a partner in San Gabriel Advisors, LLC and Arroyo
Capital Management, LLC and is the manager of the San Gabriel Fund, JMW Fund and Richland Fund. The funds are highly diversified in focus
with investment holdings, public, private equity and debt investments and real estate investments. He has a B.A. degree from UCLA. Mr.
Yorke is the principal of WesBev LLC, which prior to the merger between CMS and our Company was the majority shareholder of the Company.
He also is an acting director and audit committee chair of Processa Pharmaceuticals, (Nasdaq: PCSA). Mr. Yorke served as non-executive
Chairman of Jed Oil and a Director/CEO at JMG Exploration.
Dr. 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
Chair and a member of the Nominating & Corporate Governance and Compensation Committee of Simulations Plus, Inc., from 2014 to present.
Mr. Paglia is also an independent director, Audit Committee Chair and a member of the Nominating & Corporate Governance and Compensation
Committee of Aeluma, Inc., from 2021 to present. Additionally, Dr. Paglia is currently on the Advisory Board of multiple companies, including
SUM Ventures, Axxes Capital Inc., VitaNav Inc., and DigiLife Fund, among others. Dr. 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. Dr.
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
as an independent director of the Company since May 3, 2023. Over the past five years, Mr. Caple has primarily served as a consultant
on corporate strategies, business development, corporate finance, and M&A. Mr. Caple is currently a board member of Covax Data, Inc.
(“Covax”), where he also assists with establishing sales channels and business development for Covax’s cyber security
AI blockchain product and assisting the company raise growth capital. Mr. Caple also founded and runs Caple
Advisory, an international management consulting practice and investment banking firm, with a concentration in Asia. Previously,
Mr. Caple served as a board member and C-suite executive of multiple hi-tech businesses, netting successful
exits and public offerings of his companies (e.g. OTG Software NASDAQ: OTGS, now part of Dell EMC and OpenText) . The Company believes
that Mr. Caple is an asset to the Company because of his wealth of experience and success in corporate finance strategies, M&A, and
business development to round out the Board’s top-tier level of expertise in key subjects.
Family Relationships
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.
35
Section 16(a) Beneficial Ownership Reporting Compliance
Com
Section 16(a) of the Securities
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 they
file. 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. Julius
Ivancsits filed a late Form 4 report on May 6, 2024.
Committees of the Board
of Directors
Audit Committee
We have separately designated
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
of the Company, and reviewing related person transactions. During fiscal year 2024 our Audit Committee is comprised of John Paglia and
Bill Caple. Under NYSE 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 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
We have established a Compensation
and Management Resources Committee of our Board of Directors. 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.
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
Committee. 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
has determined that each of John Paglia and Bill Caple is independent under NYSE listing standards. The Compensation and Management Resources
Committee is responsible for, among other things, (a) reviewing all compensation arrangements for the executive officers of the Company
and (b) administering the Company’s stock option plans. The Compensation and Management Resource Committee operates under a written
charter adopted by the Board of Directors, which can be found on our website at www.splashbeveragegroup.com within the “Investor
Information” section.
36
The duties and responsibilities
of the Compensation and Management Resources Committee in accordance with its charter are to review and discuss with management and the
Board the objectives, philosophy, structure, cost and administration of the Company’s executive compensation and employee benefit
policies and programs; no less than annually, review and approve, with respect to the Chief Executive Officer and the other executive
officers (a) all elements of compensation, (b) incentive targets, (c) any employment agreements, severance agreements and change in control
agreements or provisions, in each case as, when and if appropriate, and (d) any special or supplemental benefits; make recommendations
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 awards; 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; 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. The Company’s Chief Executive Officer does not attend any portion of a meeting where the Chief Executive Officer’s
performance or compensation is discussed, unless specifically invited by the Compensation and Management Resources Committee.
The Compensation and Management
Resources Committee has the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation
of director, Chief Executive Officer or other executive officer compensation or employee benefit plans and has sole authority to approve
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,
advisors or consultants.
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. 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
Company Guide). The Chairperson of the committee is Bill Caple. The Nominating and Corporate Governance Committee operates under a written
charter adopted by the Board of Directors, which can be found on our website at www.splashbeveragegroup.com within the “Investor
Information” section. The Company is currently in the process of replacing Dr. Paglia.
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.
37
During 2024, the Nominating and
Corporate Governance Committee held two meetings in person or through conference calls.
Meetings of the Board of Directors same as
above
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
by unanimous written consent.
Director Independence
The 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. The Company is currently in the process of replacing Dr. Paglia.
Involvement in Certain
Legal Proceedings
Our Directors and Executive Officers have not been
involved in any of the following events during the past ten years:
1.
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;
2.
any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.
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;
4.
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;
5.
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; or
6.
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.
7.
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:
i. Any federal or
state securities or commodities law or regulation; or
ii. 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; or
iii. Any law or
regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
38
8.
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. 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
and role in risk oversight
The Board of Directors oversees
our business and affairs and monitors the performance of management. In accordance with corporate governance principles, the Board of
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.
Code of Ethics
We have
adopted a code of business conduct and ethics that applies to our directors, officers (including our Chief Executive Officer, Chief Financial
Officer and any person performing similar functions) and employees. Our Code of Ethics is available at our website at www.splashbeveragegroup.com .
Clawback Policy
On September 20, 2023, the Board adopted the Splash
Beverage Group Clawback Policy (the “Clawback Policy”), effective September 20, 2023, providing for the recovery of certain
incentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate
any of its financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued
financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected
in the current period. Adoption of the Clawback Policy was mandated by new Nasdaq listing standards introduced pursuant to Exchange Act
Rule 10D-1. The Clawback Policy is in addition to Section 304 of the Sarbanes-Oxley Act of 2002 which permits the SEC to order the disgorgement
of bonuses and incentive-based compensation earned by a registrant issuer’s chief executive officer and chief financial officer
in the year following the filing of any financial statement that the issuer is required to restate because of misconduct, and the reimbursement
of those funds to the issuer. 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. In addition,
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.
39
Item 11. Executive Compensation
EXECUTIVE AND DIRECTOR COMPENSATION
The following table sets forth information for our
two most recently completed fiscal years ending December 31, 2024 and December 31, 2023 concerning all of the compensation awarded to,
earned by the executive officers named below.
Name and Principal Position
Year
Salary
Bonus
Other
Stock Awards
Option Awards
Nonequity Incentive Plan Compensation
Nonqualified Deferred Compensation Earnings
Total
Robert Nistico, CEO
2024
$
324,819
$
13,800
$
396,000
$
734,619
2023
$
333,125
$
$
347,525
William Meissner, President and CMO
2024
$
324,819
$
9,200
$
247,500
$
581,519
2023
$
333,125
$
$
333,125
Ronald Wall, CFO (1)
2024
$
$
$
2023
$
249,438
$
$
249,438
Fatima Dhalla, Interim CFO (2)
2024
$
$
$
16,200
$
16,200
2023
$
55,950
$
$
55,950
Stacy McLaughlin, Former CFO (3)
2024
$
60,937
$
$
60,937
2023
$
$
$
Julius Ivancsits, CFO (3)
2024
$
209,280
$
4,000
247,500
$
460,780
2023
$
$
$
William Devereux (4)
2024
$
2023
$
(1) On September 26, 2023, Ronald Wall resigned as
Chief Financial Officer of the Company.
(2) Effective January 19, 2024, Fatima Dhalla, resigned
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
Except as described below, the Company does not have
any employment agreements in place with any of its executive officers. The board of directors reserves the right to increase the salary
of our executive officers, and/or to grant them equity awards, including stock, options or other equity securities, from time to time,
as additional compensation or bonuses.
40
Robert Nistico - CEO and Director
On March 12, 2012, the Company entered into an employment agreement with Robert Nistico, pursuant to which Mr. Nistico serves as Chief
Executive Officer of the Company. Pursuant to Mr. Nistico’s employment agreement, the Company pays Mr. Nistico an annual salary
of $275,000. Mr. Nistico is also eligible to receive an annual bonus of 50% of his annual salary, and was granted an option to purchase
350,000 shares of common stock. In the event Mr. Nistico terminates his employment with the Company he shall provide the Company a minimum
of 45 days of written notice.
On December 9, 2019, the board of directors of the
Company extended Mr. Nistico’s employment agreement beginning December 1, 2019, and ending on November 30, 2024. Pursuant to the
amendment, the Company increased Mr. Nistico’s base salary from $275,000 to $325,000.
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
basis. 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. Mr. Devereux 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 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 –
Former CFO
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
basis. 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. Mr. 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,
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. Ms. 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. 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. 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 being in good standing to the date on which the acquisition
closes.
41
William Meissner - CMO and President
On May 4, 2020, the Company entered into an employment
agreement with William Meissner, pursuant to which Mr. Meissner serves as President and Chief Marketing Officer of Company. Pursuant to
Mr. Meissner’s employment agreement, the Company pays Mr. Meissner an annual base salary of $325,000 and includes annual increases
based on cost of living adjustments and performance at the discretion of the Company’s Chief Executive Officer. Mr. Meissner is
also eligible for a discretionary bonus, as determined by the Company’s Chief Executive Officer, of up to 50% of Mr. Meissner’s
base salary. Mr. Meissner also received a grant of an option to purchase 666,667 shares of common stock under the Company’s equity
incentive plan. The employment agreement with Mr. Meissner’s does not have a fixed termination date and permits the Company to terminate
Mr. Meissner upon twenty days prior written notice and grants Mr. Meissner the right to resign upon twenty days prior written notice.
Directors Compensation
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.
Name
Year
Fees Earned or Paid in Cash
All Other Compensation
Stock Awards
Option Awards
Total Compensation
Thomas Fore(1)
2024
Justin Yorke
2024
Bill Caple
2024
$ 69,996
$ 161,500
$ 231,496
John Paglia
2024
$ 45,000
$ 318,000
$ 363,000
(1) Mr. Fore was appointed as a director of the Company in 2025, and received no compensation during fiscal
year 2024.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide
pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant
to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted
at the discretion of the Board or a committee thereof.
Indebtedness of Directors, Senior Officers, Executive
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.
Equity Compensation Plan
On May 21, 2020, the Board adopted the 2020 Long-Term
Incentive Compensation Plan (the “2020 Plan”), which provides for the grant of Options, Restricted Stock Awards, Stock Appreciation
Rights, Performance Units and Performance Bonuses to consultants and other eligible recipients. The Plan has been in effect since July
1, 2020, for a period of ten years thereafter. The Plan continues to remain in effect until all matters relating to the payment of Awards
and administration of the Plan have been settled.
42
Outstanding Equity Awards at Fiscal Year-End
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:
Name
Grant
Date
Number of Securities Underlying Unexercised Options Exercisable
Number of Securities Underlying Unexercised Options Un-Exercisable
Plan Awards: Number of Securities Underlying Unexercised Unearned Options
Option
Exercise
Price
Option
Expiration
Date
Robert Nistico
2/28/2020
3,975
—
—
$ 44.80
2/21/2025
Robert Nistico
10/16/2020
25,000
—
—
$ 44.80
10/15/2025
Robert Nistico
9/16/2021
13,250
—
—
$ 44.80
9/16/2031
Robert Nistico
4/18/2024
30,000
—
—
$ 13.20
4/18/2034
William Meissner
10/16/2020
10,417
—
—
$ 44.80
10/16/2025
William Meissner
9/16/2021
2,500
—
—
$ 44.80
9/16/2031
William Meissner
4/18/2024
18,750
—
—
$ 13.20
4/18/2034
Julius Ivancsits
4/22/2024
6,250
12,500
—
$ 13.20
4/22/2034
Fatima Dhalla
3/31/2024
750
—
—
$ 13.20
3/31/2034
Item 12. 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 July 9, 2025, for:
●
each of our current directors and executive officers;
●
all of our current directors and executive officers as a group; and
●
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. 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.
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.
43
Name
Shares of Common
Stock
Percentage of
Common Stock
Executive Officers and Directors
Robert Nistico
36,752
2.20 %
Justin Yorke(1)
137,153
8.21 %
John Paglia
—
—
William Meissner
—
—
Julius Ivancsits
—
—
Officers and Directors as a Group (5 individuals)
173,905
10.21 %
5% or greater owners:
LK Family Partnership
74,800
4.48 %
Total
248,705
14.89 %
C
(1)
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. Yorke.
Securities Authorized for Issuance under our Equity Compensation Plan
The following table gives information as of December
31, 2024, the end of the most recently completed fiscal year, about shares of common stock that have been issued under our Splash Beverage
Group, Inc. 2020 Incentive Plan. Under the 2020 Incentive Plan we have 8,648,486 options outstanding as of December 31, 2023. See Note
6. On October 6, 2023, at our 2023 annual meeting of stockholders our stockholders approved an amendment to the 2020 Incentive Plan to:
(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.
Plan Category
No. 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
106,475
$ 32.40
42,146
Total
106,475
$ 32.40
42,146
Item 13. Certain Relationships and Related Transactions
and Director Independence.
The following is a description
of the transactions and series of similar transactions, since December 31, 2024, that we were a participant or will be a participant in,
which:
44
●
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; and
●
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,
we incurred expenses related to services provided by our CEO or Company expenses paid by our CEO, resulting in related party payables.
In conjunction with the acquisition of Copa DI Vino ® , 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. (the “Lender”). The Loan and Security Agreement provided for a revenue-based credit facility of $1,578,237
(the “Gross Amount”) with the Lender (the “Credit Facility”). There was $195,927 outstanding and $1,800,023 accrued
interest under this agreement as of December 31, 2024.
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 with Timeless Funding LLC (the “Lender”). The Loan and Security Agreement
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
from our chief executive officer in the amount of $0.4 million outstanding as of December 31, 2024 and a shareholder note payable outstanding
in the amount of $200,000 as of December 31, 2024.
Item 14. Principal Accounting Fees and Services.
December 31, 2024
Audit - Rose, Snyder & Jacobs LLP
$
180,500
Audit related -CohnReznick LLP
$
7,500
Audit related - Rose, Snyder & Jacobs LLP
Tax
32,000
Total
$
220,000
December 31, 2023
Audit - Rose, Snyder & Jacobs LLP
$ 40,000
Audit - Daszkal Bolton, LLP and CohnReznick LLP
10,000
Audited related
Tax
29,000
Total
$ 79,000
45
PART IV
Item 15. Exhibits and Financial Statement Schedules.
The following documents are filed as part of this Annual Report on Form
10-K:
1. Financial Statements. See the Financial Statements
starting on page F-1, of this Annual Report, which is incorporated into this Item by reference.
2. Exhibits. The exhibits listed
in the Exhibit Index, which appears immediately following the signature page and is incorporated herein by reference, and filed as part
of this Annual Report on Form 10-K.
46
SIGNATURES
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. (Registrant)
Date:July 11, 2025
By:
/s/ Robert Nistico
Name:
Robert Nistico
Chairman of the Board and Chief Executive Officer
(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:
Signature
Title
Date
/s/ Robert Nistico
Chief Executive Officer and Director
July 11, 2025
Robert Nistico
(Principle Executive Officer)
/s/ William Devereux
Chief Financial Officer, Treasurer
July 11, 2025
William Devereux
(Principal Financial and Accounting Officer)
/s/ Justin Yorke
Director, Secretary
July 11, 2025
Justin Yorke
/s/ Thomas Fore
Director
July 11, 2025
/sThomas Fore
/s/ Bill Caple
Director
July 11, 2025
Bill Caple
47
EXHIBIT INDEX
Exhibit
No.
Description
of Exhibit
1.1
Underwriting
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)
1.2
Underwriting
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)
1.3
Underwriting
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)
2.1
Agreement
and Plan of Merger dated December 31, 2019 by and among Canfield Medical Supply, Inc., SBG Acquisition, Inc., and Splash Beverage
Group, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K dated January 7, 2020)
2.2
Form
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)
3.1
Bylaws
(incorporated by reference herein to Exhibit 3.2 filed with Form 8-K1 filed with the SEC on November 15, 2021)
3.2
Articles
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)
3.3
Articles
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)
3.4
Statement
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)
3.5
Certificate
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)
3.6
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)
3.7
Certificate of Change filed with the Secretary of State of Nevada
3.8
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)
3.9
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)
3.10
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)
48
4.1
Form
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)
4.2
Form
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
15, 2021)
4.3
Warrant
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)
4.4
Description of Capital Stock *
4.5
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)
4.6
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)
10.1
2020
Long-Term Incentive Compensation Plan (incorporated herein by reference to the Schedule 14C Information Statement filed with the
SEC on June 8, 2020)
10.2
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)
10.3
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)
10.4
Form
of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on August 18, 2020)
10.5
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)
10.6
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)
10.7
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)
10.8
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)
10.9
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)
10.10
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)
10.11
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)
10.12
Form
of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on January 21, 2021)
49
10.13
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)
10.14
Form
of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on February 2, 2021)
10.15
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)
10.16
Form
of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on February 12, 2021)
10.17
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)
10.18
Form
of Warrant (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on March 2, 2021)
10.19
Securities
Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on January 3, 2023)
10.20
Form
of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on January 3, 2023)
10.21
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)
10.22
Form
of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on August 16, 2023)
10.23
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)
10.24
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)
10.25
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)
10.26
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)
10.27
Form
of Investor Note (incorporated by reference herein to Exhibit 10.6 filed with Form 8-K filed with the SEC on August 16. 2023)
10.28
Form
of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on October 6, 2023)
10.29
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)
50
10.30
Form
of Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on October 6, 2023)
10.31
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)
10.32
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)
10.33
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)
10.34
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)
10.35
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)
10.36
Employment
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)
10.37
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)
10.38
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)
10.39
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)
10.40
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)
10.41
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)
10.42
Acquisition Agreement*** (incorporated herein by reference to Exhibit 10.5 filed with Form 8-K filed with the SEC on June 26, 2025)
19.1
Splash Beverage, Inc., Insider Trading Policy
21.1
Subsidiaries
(incorporated by reference herein to Exhibit 21.1 filed with Form 10-K filed with the SEC on March 8, 2021)
23.1
Consent of Rose, Snyder & Jacobs LLP*
51
31.1
Rule 13a-14(a)/ 15d-14(a) Certification of Principal Executive Officer*
31.2
Rule 13a-14(a)/ 15d-14(a) Certification of Principal Financial Officer*
32.1
Certification of CEO pursuant to 18. U.S.C. Section 1350 as adopted, pursuant to Section 906 of Sarbanes-Oxley Act of 2002**
32.2
Certification of CFO pursuant to 18. U.S.C. Section 1350 as adopted, pursuant to Section 906 of Sarbanes-Oxley Act of 2002**
97.1
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)
*101.INS
Inline XBRL Instance Document
(filed herewith)
*101.SCH
Inline XBRL Taxonomy Extension
Schema (filed herewith)
*101.CAL
Inline XBRL Taxonomy Extension
Calculation Linkbase (filed herewith)
*101.LAB
Inline XBRL Taxonomy Extension
Label Linkbase (filed herewith)
*101.PRE
Inline XBRL Taxonomy Extension
Presentation Linkbase (filed herewith)
*101.DEF
Inline XBRL Taxonomy Definition
Linkbase (filed herewith)
*104
Cover Page Interactive
Data File (embedded within the Inline XBRL document filed as Exhibit 101)
*
Filed herewith
**
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.
52