SBEV Splash Beverage Group Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): February 3, 2025

 

SPLASH BEVERAGE GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

 

001-40471		34-1720075
(Commission File Number)		(IRS Employer Identification No.)

 

	1314 East Las Olas Blvd, Suite 221 Fort Lauderdale, Florida 33316
(Address of Principal Executive Offices)
(954) 745-5815
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		SBEV		NYSE American LLC
Warrants to purchase shares of common stock		SBEV-WT		NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 7.01 Regulation FD Disclosure

 

On February 3, 2025, Splash Beverage Group, Inc. (the “Company”) issued a press release. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
99.1		Press Release dated February 3, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

Forward-Looking Statements

 

The Company cautions you that statements included in this Current Report on Form 8-K that are not a description of historical facts are forward-looking statements. Words such as “believes,” “anticipates,” “plans,” “expects,” “indicates,” “will,” “intends,” “potential,” “suggests,” “assuming,” “designed” and similar expressions are intended to identify forward-looking statements. These statements are based on the Company’s current beliefs and expectations. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of its plans will be achieved. Actual results may differ from those set forth in this release due to the risks and uncertainties associated with continued listing on the Exchange, risks and uncertainties inherent in the Company’s business, and other risks described in the Company’s filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

	SPLASH BEVERAGE GROUP, INC.
Dated: February 4, 2025	By:	/s/ Robert Nistico
	Name:	Robert Nistico
	Title:	Chief Executive Officer

 

 

 

EXHIBIT 99.1

 

FORT LAUDERDALE, FL - February 3, 2025 (NEWMEDIAWIRE) - Splash Beverage Group, Inc. (NYSE American: SBEV) (“Splash” or “the Company”), a portfolio company of leading beverage brands, today announced it has signed an updated Letter of Intent (LOI) to acquire Western Son Vodka (“WSV”) primarily through a stock-for-equity transaction. The addition of the Western Son revenue base will effectively double Splash’s peak trailing twelve-month revenue, significantly expanding the Company’s financial footprint. Under the proposed structure, Western Son shareholders would receive restricted stock in Splash Beverage Group and an approximate 10% of cash consideration. In return, Splash would assume certain outstanding debt obligations of WSV.

 

 

This merger structure represents an alternative to the previously announced majority cash-based acquisition and provides a pathway to completion that aligns the interests of both companies. The transaction remains subject to definitive agreements, standard regulatory approval, and a shareholder vote.

 

“We have always believed that Western Son Vodka would be an outstanding addition to Splash’s portfolio, which is why we have been so persistent to bring it into the Splash Portfolio,” said Robert Nistico, CEO of Splash. “Both teams have not stopped their work together and today is very exciting … we are very much looking forward to working with Western Son and building the next major spirits brand. This LOI is an important step forward, and we are confident that structuring the deal as an equity exchange gives us a clearer path to completion. We believe our shareholders are very much in favor of this as it adds significant revenue and operational efficiencies, shortens our path to profitability, and will be accretive. We look forward to working together in a unified manner as we move forward on this important transaction.”

 

Western Son Vodka, founded in 2011 and located in Pilot Point, Texas, is an award-winning craft vodka with a growing national footprint. The brand’s 10X distilled vodka, made with 100% American corn, has earned multiple industry awards and continues to expand its national distribution. Western Son Vodka won the 2024 Newsweek Readers’ Choice Award for Best Vodka voted on by consumers (https://www.newsweek.com/readerschoice/best-vodka).

 

Carlos Guillem, Western Son’s President, said, “The new LOI marks a significant milestone for Western Son Vodka. This strategic move strengthens our foundation for continued expansion, enhances our market presence, and reinforces our commitment to delivering the exceptional quality our consumers expect. We are excited about the future and the opportunities this partnership creates. Together, we are building a stronger, more innovative Western Son Vodka for our customers and stakeholders.”

 

The Company will provide additional updates as key milestones are achieved. The two companies are targeting to close the transaction this quarter.

 

 

About Splash Beverage Group

 

Splash Beverage Group, an innovator in the beverage industry, owns a growing portfolio of alcoholic and non-alcoholic beverage brands including Copa di Vino wine by the glass, SALT flavored tequilas, Chispo tequila and Pulpoloco sangria. Splash’s strategy is to rapidly develop early-stage brands already in its portfolio as well as acquire, and then accelerate, brands that have high visibility or are innovators in their categories. Led by a management team that has built and managed some of the top brands in the beverage industry and has led sales from product launch into the billions, Splash is rapidly expanding its brand portfolio and global distribution.

 

About Western Son

 

Western Son Vodka is a premium craft spirits brand known for its high-quality, smooth vodka and innovative flavors. Born from a group of entrepreneurs who left behind the corporate world to pursue their passion, Western Son blends tradition with creativity, using the finest ingredients and a 10x distillation process to craft exceptional vodka with a clean finish. With real fruit and a commitment to quality, the brand has become a favorite among vodka lovers. Rooted in the “Spirit of the West,” Western Son is proud of its Texas heritage and continues to push the boundaries of vodka craftsmanship. For more information, visit https://www.westernsondistillery.com or follow the brand on Instagram, Facebook, Linkedin and TikTok.

 

Follow Splash Beverage Group on Twitter: www.twitter.com/SplashBev

 

For more information visit:

 

www.SplashBeverageGroup.com

www.copadivino.com
www.drinksalttequila.com
https://chispotequila.com
www.pulpo-loco.com

 

Forward-Looking Statement

 

This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements and factors that may cause such differences include, without limitation, the risks disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2021, and in the Company’s other filings with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release.

 

Contact Information:
Splash Beverage Group
Info@SplashBeverageGroup.com
954-745-5815

 

 

 

v3.25.0.1

Cover	Feb. 03, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 03, 2025
Entity File Number	001-40471
Entity Registrant Name	SPLASH BEVERAGE GROUP, INC.
Entity Central Index Key	0001553788
Entity Tax Identification Number	34-1720075
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1314 East Las Olas Blvd
Entity Address, Address Line Two	Suite 221
Entity Address, City or Town	Fort Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33316
City Area Code	(954)
Local Phone Number	745-5815
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value $0.001 per share
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	SBEV
Security Exchange Name	NYSEAMER
Warrants to purchase shares of common stock
Title of 12(b) Security	Warrants to purchase shares of common stock
Trading Symbol	SBEV-WT
Security Exchange Name	NYSEAMER

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