1 unchanged sentence
Rule 10b5-1 Trading Arrangement
−Removed: During the nine months ended September 30, 2024,
+Added: During the three months ended March 31, 2025,
no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1
2 unchanged sentences
of Regulation S-K.
−Removed: Form of Warrant (as filed with the SEC on Form 8-K as Exhibit 4.4 on October 22, 2024)
−Removed: Form of August Warrant (as filed with the SEC on Form 8-K as Exhibit 4.1 on October 22, 2024)
−Removed: For of Warrant (as filed with the SEC on Form 8-K as Exhibit 4.1 on August 26, 2024)
−Removed: Form of August Purchase Agreement (as filed with the SEC on Form 8-K as Exhibit 10.1 on October 22, 2024)
−Removed: Form of August Registration Rights Agreement (as filed with the SEC on Form 8-K as Exhibit 10.3 on October 22, 2024)
−Removed: Form of August Note (as filed with the SEC on Form 8-K as Exhibit 10.2 on October 22, 2024)
−Removed: Form of the Purchase Agreement (as filed with the SEC on Form 8-K as Exhibit 10.10 on October 22, 2024)
−Removed: Form of the Note (as filed with the SEC on Form 8-K as Exhibit 10.11 on October 22, 2024)
−Removed: Form of the Subscription Agreement(as filed with the SEC on Form 8-K as Exhibit 10.2 on October 22, 2024)
−Removed: Form of the Purchase Agreement (as filed with the SEC on Form 8-K as Exhibit 10.1 on August 26, 2024)
−Removed: Form of the Note (as filed with the SEC on Form 8-K as Exhibit 10.2 on August 26, 2024)
−Removed: Certification of CEO and Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)*
−Removed: Certification of CFO and Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)*
−Removed: Certification of CEO and Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically**
−Removed: Certification of CFO and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically**
−Removed: XBRL Exhibits
+Added: 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)
+Added: Certificate of Change filed with the Secretary of State of Nevada
+Added: 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)
+Added: 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)
+Added: 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)
+Added: 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)
+Added: 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)
+Added: 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)
+Added: 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)
+Added: 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)
+Added: 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)
+Added: 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)
+Added: Acquisition Agreement*** (incorporated herein by reference to Exhibit 10.5 filed with Form 8-K filed with the SEC on June 26, 2025)
+Added: Certification
+Added: of CEO and Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)*
+Added: Certification
+Added: of CFO and Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)*
+Added: Certification
+Added: of CEO and Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically**
+Added: Certification
+Added: of CFO and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically**
* Filed herewith
4 unchanged sentences
SPLASH BEVERAE GROUP, INC.
−Removed: November 15, 2024
−Removed: /s/ Robert Nistico
+Added: July 11, 2025
Robert Nistico, Chairman and CEO
(Principal Executive Officer)
−Removed: November 15, 2024
−Removed: /s/ Julius Ivancsits
−Removed: Julius Ivancsits, CFO
−Removed: (Principal Accounting Officer and Principal Financial Officer)
+Added: July 11, 2025
+Added: William Devereux, CFO
+Added: (Principal Accounting Officer and Principal Financial
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.