Item 5. Other Information
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Arrangement
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.
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ITEM 6. EXHIBITS
(a) Exhibits required by Item 601
of Regulation S-K.
Exhibits
Description
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
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 November 15, 2021)
3.2
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)
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 Form
8-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
Form 8-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 (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)
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)
3.11
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)
3.12
Bylaws (incorporated by reference herein to Exhibit 3.2 filed with Form 8-K filed with the SEC on November 15, 2021)
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3.13
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)
3.14
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)
4.1
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)
4.2
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)
4.3
Form
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)
10.1
Form
of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 with Form 8-K filed with the SEC on September 25,
2025)
10.2
Form
of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 with Form 8-K filed with the SEC on September 25,
2025)
10.3
Form
of ELOC Agreement (incorporated herein by reference to Exhibit 10.3 with Form 8-K filed with the SEC on September 25,
2025)
10.4
License
Agreement (incorporated herein by reference to Exhibit 10.4 with Form 8-K filed with the SEC on September 25, 2025)
10.5
Settlement
Agreement (incorporated herein by reference to Exhibit 10.5 with Form 8-K filed with the SEC on September 25, 2025)
10.6
2025
Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 with Form 8-K filed with the SEC on October 1,
2025)***
31.1
Certification of Principal Executive Officer*
31.2
Certification of Principal Financial and Accounting Officer*
32.1
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2
Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101
XBRL Exhibits
* Filed herewith
** Furnished herewith
*** Indicates management contract or
compensatory plan, contract or agreement. .
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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: November 19, 2025
By:
/s/ William Meissner
William Meissner, President
(Principal Executive Officer)
Date: November 19, 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.