Item 5. Other Information
ITEM 5. OTHER INFORMATION
Subsequent Events
Reinstatement of Continued Listing Compliance
As disclosed in the Company’s Current Report
on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 30, 2025, on July 28, 2025, the Company
received two letters from NYSE Regulation confirming that the Company has regained compliance with the continued listing standards of
NYSE American LLC (the “Exchange”).
The first letter confirmed that the Company is now
in compliance with all applicable continued listing standards set forth in Part 10 of the NYSE American Company Guide. Specifically, the
Company resolved the previously identified deficiencies under Sections 1003(a)(i), (ii), and (iii), as initially referenced in the Exchange’s
notices dated October 6, 2023, December 20, 2023, and June 5, 2024. As a result, the “.BC” indicator was removed, and the
Company was removed from the Exchange’s list of noncompliant issuers as of the opening of trading on July 29, 2025.
The second letter confirmed that the Company had filed
its previously delayed Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and Quarterly Report on Form 10-Q for the
quarter ended March 31, 2025, on July 11, 2025. Accordingly, the Company regained compliance with Section 1007 of the NYSE American Company
Guide, the “.LF” indicator was removed from the Company’s NYSE profile, and the Company was removed from the Exchange’s
list of late filers.
Delisting and Deregistration of Public Warrants
As previously disclosed in the Company’s Current
Report on Form 8-K filed with the SEC on July 29, 2025, on July 23, 2025, the Company received notice from NYSE Regulation that it had
determined to commence delisting proceedings with respect to the Company’s publicly traded warrants (the “Public Warrants”)
to purchase common stock at an exercise price of $1.84 per share, which were listed on NYSE American under the symbol SBEV-WT. Trading
in the Public Warrants was suspended immediately on July 23, 2025. The NYSE Regulation’s determination to delist was based on Section
1001 of the NYSE American Company Guide due to the low trading price of the Public Warrants. The Company did not appeal this determination.
On August 5, 2025, NYSE Regulation filed a Form 25
with the SEC to formally delist and deregister the Public Warrants under Section 12(b) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). The delisting is expected to become effective on August 15, 2025, ten calendar days after the filing
date. The deregistration of the Public Warrants under Section 12(b) of the Exchange Act will become effective 90 days after the filing,
unless the SEC shortens the period.
The delisting and deregistration of the Public Warrants
do not affect the continued listing of the Company’s common stock on NYSE American under the symbol SBEV, nor do they impact the
Company’s business operations or ongoing reporting obligations under the Exchange Act.
Rule 10b5-1 Trading Arrangement
During the six months ended
June 30, 2025, no director or officer of the Company adopted or terminated a “Rule
10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation
S-K.
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ITEM 6. EXHIBITS
(a) Exhibits required by Item 601
of Regulation S-K.
Exhibits
Description
3.1
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)
3.2
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)
3.3
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)
10.1
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)
10.2
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)
10.3
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)
10.4
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)
10.5
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)
10.6
Acquisition Agreement*** (incorporated herein by reference to Exhibit 10.5 filed with Form 8-K filed with the SEC on June 26, 2025)
Form of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on October 6, 2023)
31.1
Certification of CEO and Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)*
31.2
Certification of CFO and Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)*
32.1
Certification of CEO and Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically**
32.2
Certification of CFO and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically**
101
XBRL Exhibits
* 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.
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SIGNATURES
Pursuant to the requirements 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.
Date: August 14, 2025
By:
/s/ Robert Nistico
Robert Nistico, Chairman and CEO
(Principal Executive Officer)
Date: August 14, 2025
By:
/s/ William Devereux
William Devereux, CFO
(Principal Accounting Officer and Principal Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.