What changed in this filing

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Item 5. Other Information

2025-11-19 compared with 2025-08-14 · 41 added, 61 removed, 19 unchanged (84% of the section changed)

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.

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

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

During the nine months ended

September 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.

(a) Exhibits required by Item 601

of Regulation S-K.

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)

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)

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 November 15, 2021)

Certificate of Amendment to the 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 Merger filed with the Secretary of State of the State of Nevada (incorporated by reference herein to Exhibit 2.2 filed with Form

8-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

Form 8-K filed with the SEC on November 15, 2021)

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)

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)

of Change filed with the Secretary of State of Nevada (incorporated by reference herein to Exhibit 3.2 filed with the Quarterly Report on Form 10-Q filed with the SEC on July 11, 2025)

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)

1 unchanged sentence

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)

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)

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

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)

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)

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

Certification of CEO and Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)*

Certification of CFO and Principal Financial and Accounting Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a)*

Certification of CEO and Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically**

Certification of CFO and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 - Filed herewith electronically**

Certificate of Amendment to the Articles of Incorporation of Splash Beverage Group, Inc.

filed with the Nevada Secretary of State on August 29, 2025 (incorporated herein by reference to Exhibit 3.1 filed with the SEC on September 4, 2025)

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

Amendment to Company Bylaws (incorporated by reference herein to Exhibit 3.1 filed with Form 8-K filed with the SEC on October 1, 2025)

Second Amendment to Company Bylaws (incorporated by reference herein to Exhibit 3.1 filed with Form 8-K filed with the SEC on October 17, 2025)

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)

of Secured Convertible Promissory Note (incorporated herein by reference to Exhibit 4.1 with Form 8-K filed with the SEC on

September 25, 2025)

of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 with Form 8-K filed with the SEC on September 25,

of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 with Form 8-K filed with the SEC on September 25,

of ELOC Agreement (incorporated herein by reference to Exhibit 10.3 with Form 8-K filed with the SEC on September 25,

Agreement (incorporated herein by reference to Exhibit 10.4 with Form 8-K filed with the SEC on September 25, 2025)

Agreement (incorporated herein by reference to Exhibit 10.5 with Form 8-K filed with the SEC on September 25, 2025)

Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 with Form 8-K filed with the SEC on October 1,

Certification of Principal Executive Officer*

Certification of Principal Financial and Accounting Officer*

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

XBRL Exhibits

1 unchanged sentence

** 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.

*** Indicates management contract or

compensatory plan, contract or agreement.

Pursuant to the requirements of

2 unchanged sentences

SPLASH BEVERAGE GROUP, INC.

August 14, 2025

/s/ Robert Nistico

Robert Nistico, Chairman and CEO

November 19, 2025

/s/ William Meissner

William Meissner, President

(Principal Executive Officer)

August 14, 2025

November 19, 2025

/s/ William Devereux

2 unchanged sentences

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-Q

Item 5. Other Information