Endovia Health Sciences, Inc. 10-K

Item 9A. Controls and Procedures. (1) Evaluation of Disclosure Controls and Procedures Evaluation of Disclosure Controls and Procedures We carried out an evaluation, under the supervision and with the participation of our management, including our President (principal executive officer) and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this report. Based on that evaluation, our President and Chief Financial Officer have concluded that our disclosure controls and procedures as of December 31, 2025 were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms because of certain material weaknesses in the Company’s internal control over financial reporting. Specifically, management has identified a limited segregation of duties due to our limited resources and insufficient accounting personnel, resulting in a lack of controls to ensure maintenance of documentation supporting transactions recorded in the Company’s accounting records. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: · pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; · provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and · provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. 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 policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting based on the parameters set forth above and has concluded that as of December 31, 2025, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“US GAAP”) as a result of the following material weaknesses: 31 · The Company does not have sufficient segregation of duties within accounting functions. · The Company does not have written documentation of our internal controls policies and procedures. · The Company’s human resources, processes and systems are not sufficient to enable the production of timely and accurate financial statements in accordance with US GAAP. We plan to rectify these weaknesses by establishing written policies and procedures for our internal control of financial reporting and hiring additional accounting personnel at such time as we raise sufficient capital to do so. Item 9B. Other Information. Unregistered Sales of Equity Securities The following are certain unregistered sales of securities which occurred in the year ended December 31, 2025 and more recently Securities Issuances Form June 2025 through December 2025, the Company sold and issued a total of 1,300 shares of Series A-1, which by their terms are convertible into up to 1,040,000 shares of Common Stock, 325,000 Class A Warrants to Purchase Common Stock, and 325,000 Class B Warrants to Purchase Common Stock, for total gross proceeds of $1,300,000. From January 27, 2026 through April 14, 2026, the Company sold and issued a total of 4,840,254 such shares of Common Stock under the ELOC Agreement with C/M, for total gross proceeds of $1,917,709. During the year ended December 31, 2025 the Company issued and sold a total of 1,300 shares of Series A-1 preferred stock for total gross proceeds of $1,300,000 During the year ended December 31, 2025, the Company sold and issued a total of $3,296,560 of convertible promissory notes in exchange for total gross proceeds of $3,296,560. These convertible promissory notes are convertible into a total of 7,418,485 shares of Common Stock. Each of the transactions set forth above was exempt from registration pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 thereunder as a transaction not involving a public offering. Securities Conversions or Exchanges During the year ended December 31, 2025, the Company issued a total of 126,760 shares of Series B convertible stock for settlement of $12,670,435 of convertible notes and accrued interest. During the year ended December 31, 2025, the Company issued a total of 328,799 shares of Common Stock in connection with conversions of a total of 3,979 shares of Series B. During the year ended December 31, 2025, the Company issued a total of 224,541 shares of Common Stock in connection with conversions of a total of $2,502,246 of notes payable and accrued interest. 32 In December 2025, the Company entered into agreements to issue a total of 113,636 shares of Common Stock and 1,136 shares of Series D Convertible Preferred Stock (the “Series D”) to holders of options to purchase a total of up to $600,000 shares of Common Stock in exchange for the termination of such options. Each share of Series D is convertible into 100 shares of Common Stock, subject to beneficial ownership limitations and compliance with the rules of the NYSE American. During the period January 1, 2026 to April 10, 2026 a total of 15,501 shares of series B preferred stock were converted into 1,240,120 shares of common stock. In February 2026 a convertible note in the amount of $30,000 was converted into 266,700 shares of common stock. Other Disclosure The disclosure set forth in “Item 1 – Business – Costa Rica Water” is incorporated herein by reference. The disclosure se forth in “Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Warrants” is incorporated herein by reference Rule 10b5-1 and Non-Rule 10b5-1 Plans During the three-month period ended December 31, 2025, no officer or director has adopted any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement within the meaning of Item 408 of Regulation S-K promulgated under the Securities Act of 1933. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 33 PART III The information required by Item 10 (Directors, Executive Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions, and Director Independence), and Item 14 (Principal Accounting Fees and Services) is incorporated by reference to the Company’s definitive proxy statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of December 31, 2025. 34 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. 35 EXHIBIT INDEX Exhibit No. Description of Exhibit 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 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) 3.3 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) 3.4 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) 3.5 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) 3.6 Certificate of Change filed with the Secretary of State of Nevada (incorporated by reference herein to Exhibit 3.7 filed with the Annual Report on Form 10-K filed with the SEC on July 11, 2025) 3.7 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) 3.8 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) 3.9 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) 3.10 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 Form 8-K with the SEC on September 4, 2025) 3.11 Certificate of Designation of Series D Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.1 filed with Form 8-K with the SEC on December 10, 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) 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) 36 3.14 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 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 (incorporated by reference to Exhibit 4.4 filed with the Annual Report on Form 10-K with the SEC on July 11, 2025) 4.5 Form of Warrant (incorporated by reference herein to Exhibit 4.1 filed with Form 8-K filed with the SEC on January 3, 2023) 4.6 Form of Warrant (incorporated herein by reference to Exhibit 4.4 with Form 8-K filed with the SEC on October 6, 2023) 4.7 Form of Warrant (incorporated herein by reference to Exhibit 4.4 with Form 8-K filed with the SEC on May 7, 2024) 4.8 Form of Warrant (incorporated herein by reference to Exhibit 4.4 with Form 8-K filed with the SEC on August 26, 2024) 4.9 Form of August Warrant (incorporated herein by reference to Exhibit 4.1 with Form 8-K filed with the SEC on October 22, 2024) 4.10 Form of Warrant (incorporated herein by reference to Exhibit 4.4 with Form 8-K filed with the SEC on October 22, 2024) 4.11 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) 4.12 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) 4.13 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) 4.14 Form of Senior Promissory Note (incorporated herein by reference to Exhibit 4.1 with the Form 8-K filed with the SEC on November 14, 2025) 4.15 Form of Promissory Note (incorporated by reference to Exhibit 4.1 filed with Form 8-K filed with the SEC on January 26, 2026) 10.1 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) 37 10.2 Form of Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on October 6, 2023) 10.3 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) 10.4 Splash Beverage Group, Inc. Amended and Restated 2020 Long-Term Incentive Compensation Plan (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on October 10, 2023) 10.5 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) 10.6 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) 10.7 Form of the Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on May 7, 2024) 10.8 Form of the Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on May 7, 2024) 10.9 Form of the Registration Rights Agreement (incorporated by reference herein to Exhibit 10.3 filed with Form 8-K filed with the SEC on May 7, 2024) 10.10 Form of the Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on August 26, 2024) 10.11 Form of the Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on August 26, 2024) 10.12 Form of August Purchase Agreement (incorporated by reference herein to Exhibit 10.1 filed with Form 8-K filed with the SEC on October 22, 2024) 10.13 Form of August Note (incorporated by reference herein to Exhibit 10.2 filed with Form 8-K filed with the SEC on October 22, 2024) 10.14 Form of August Registration Rights Agreement (incorporated by reference herein to Exhibit 10.3 filed with Form 8-K filed with the SEC on October 22, 2024) 10.15 Form of Purchase Agreement (incorporated by reference herein to Exhibit 10.10 filed with Form 8-K filed with the SEC on October 22, 2024) 10.16 Form of the Note (incorporated by reference herein to Exhibit 10.11 filed with Form 8-K filed with the SEC on October 22, 2024) 10.17 Form of the Subscription Agreement (incorporated by reference herein to Exhibit 10.12 filed with Form 8-K filed with the SEC on October 22, 2024) 38 10.18 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) 10.19 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) 10.20 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) 10.21 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) 10.22 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) 10.23 Acquisition Agreement*** (incorporated herein by reference to Exhibit 10.5 filed with Form 8-K filed with the SEC on June 26, 2025) 10.24 Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 filed with Form 8-K with the SEC on September 25, 2025) 10.25 Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 filed with Form 8-K with the SEC on September 25, 2025) 10.26 Form of ELOC Agreement (incorporated herein by reference to Exhibit 10.3 filed with Form 8-K with the SEC on September 25, 2025) 10.27 License Agreement (incorporated herein by reference to Exhibit 10.4 filed with Form 8-K with the SEC on September 25, 2025) 10.28 Settlement Agreement (incorporated herein by reference to Exhibit 10.5 filed with Form 8-K with the SEC on September 25, 2025) 10.29 2025 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 filed with Form 8-K with the SEC on October 1, 2025) **** 10.30 Martin Scott Employment Agreement (incorporated herein by reference to Exhibit 10.1 filed with Form 8-K with the SEC on December 17, 2025)**** 10.31 Form of Letter Agreement (incorporated by reference to Exhibit 10.1 filed with Form 8-K with the SEC on January 26, 2026) 19.1 Splash Beverage, Inc., Insider Trading Policy (incorporated by reference to Exhibit 19.1 filed with the Annual Report on Form 10-K with the SEC on July 11, 2025) 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* 39 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 Annual Report on 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. **** Indicates management contract or compensatory plan, contract or agreement. 40 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: April 15, 2026 By: /s/ William Meissner Name: William Meissner, President (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/ William Meissner President April 15, 2026 William Meissner (Principal Executive Officer) /s/ Martin Scott Interim Chief Financial Officer April 15, 2026 Martin Scott (Principal Financial and Accounting Officer) /s/ Robert Nistico Director April 15, 2026 Robert Nistico /s/ Justin Yorke Director, Secretary April 15, 2026 Justin Yorke /s/ Thomas Fore Director April 15, 2026 Thomas Fore /s/ Bill Caple Director April 15, 2026 Bill Caple /s/ Brady Cobb Director April 15, 2026 Brady Cobb 41