UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter).
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Item 3.02 Unregistered Sales of Equity Securities.
On August 9, 2025 and October 24, 2025, Splash Beverage Group, Inc. (the “Company”) sold to two accredited investors shares of Series A-1 Convertible Redeemable Preferred Stock (the “Series A-1”), together with a total of 100,000 one-year Class A Warrants (the “A Warrants”) and 100,000 five-year Class B Warrants (the “B Warrants” and together with the A Warrants, the “Warrants”) for total gross proceeds of $400,000.
The material terms of the Series A-1 and Warrants, and certain other agreements and rights related to investments therein are summarized in the Company’s Current Report on Form 8-K filed on June 26, 2025 (the “Prior 8-K”). The terms of the investments disclosed herein are the same as those described in the Prior 8-K.
In exchange for $250,000, the Company also expects to sell an additional 250 shares of Series A-1 and 62,500 accompanying A Warrants and B Warrants, respectively, in November 2025 to one of the accredited investors referred to herein.
The foregoing summary of the Series A-1 and the Warrants and related agreements and rights does not purport to be complete and is qualified in its entirety by reference to the form of such documents, copies of which are filed as exhibits to the Prior 8-K and are incorporated herein by reference.
Item 8.01 Other Events.
The Company is also voluntarily filing updated Risk Factors as Exhibit 99.1 to this Current Report on Form 8-K to provide updated disclosure to the investing public on certain of the risks and uncertainties with respect to the Company and its securities.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Incorporated by Reference | Filed or Furnished | |||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |
| 3.1 | Certificate of Designations, Preferences Rights and Limitations of the Series A-1 Convertible Redeemable Preferred Stock | 8-K | June 26th, 2025 | 3.1 | Filed | |
| 4.1 | Form of A Warrant | 8-K | June 26th, 2025 | 4.1 | Filed | |
| 4.2 | Form of B Warrant | 8-K | June 26th, 2025 | 4.2 | Filed | |
| 10.1 | Form of Securities Purchase Agreement | 8-K | June 26th, 2025 | 10.1 | Filed | |
| 99.1 | Risk Factors | Furnished | ||||
SIGNATURE
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 hereunto duly authorized.
Date: October 30, 2025
| SPLASH BEVERAGE GROUP, INC. | ||
| By: | /s/ Robert Nistico | |
| Robert Nistico, Chief Executive Officer | ||