8-K

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): November 16, 2020

SPLASH BEVERAGE GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Colorado

(State or Other Jurisdiction of Incorporation)

000-55114	34-1720075
(Commission File Number)	(IRS Employer Identification No.)

	1314 East Ls Olas Blvd, Suit 221 Fort Lauderdale, Florida 33316
(Address of Principal Executive Offices)
(954) 745-5815
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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
NA	NA	NA

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 2.02 Results of Operations and Financial Condition.

On November 16, 2020 the Company issued a press release announcing certain financial results for the quarter ended September 30, 2020 and provided certain guidance for the fourth quarter ending December 31, 2020.

The information in this Current Report, including the exhibits hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document filed by the Company with the Securities and Exchange Commission, whether made before or after the date of  this Current Report, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release dated November 16, 2020

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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 hereunto duly authorized. 

Date: November 16, 2020

SPLASH BEVERAGE GROUP, INC.

/s/ Dean Huge

Dean Huge

Chief Financial Officer

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EX-99.1

Exhibit 99.1

Splash Beverage Announces Q3 Performance Data Featuring 65% Q/Q Growth with Sales Topping $1M

FORT LAUDERDALE, FL, November 16, 2020 / Splash Beverage Group, Inc. (OTC:SBEV) (www.SplashBeverageGroup.com) (“Splash” or the “Company”), a holding company building a leading portfolio of beverage brands, is pleased to report performance data for the three months ended September 30, 2020, which featured very strong sequential topline quarterly growth, revenues in excess of Company estimates, and growth in liquidity and capital resources, as Splash continues to establish robust trends in its expanding core operations.

● Consolidated Revenues for the Three Months ended September 30 totaled $1,009,615, representing quarter-over-quarter growth of 65% compared to the Three Months ended June 30.

● Consolidated Revenues for the Nine Months ended September 30 totaled $1,733,926.

● The Company surpassed its estimated topline performance during Q3.

● Management forecasts $1.3-1.5 million in current quarter revenues for the three months ending December 31, 2020.

● The Company also negotiated a Subscription Agreement with one accredited investor, pursuant to which the Company received gross proceeds of $3,070,000.

“Our Q3 data highlights significant growth during the quarter, with an impactful increase in revenues, liquidity, and capital resources, as well as the successful navigation of challenges associated with the pandemic health crisis,” commented Robert Nistico, CEO of Splash Beverage. “Looking ahead, we see continue to see growth in the neighborhood of 30-50% on a sequential quarterly basis as our core metrics benefit from our strong brand positioning and we begin to see tailwinds associated with our expansion into the Asian marketplace.”

Last quarter, management estimated the Company would drive net sales of between $750,000 to $1,000,000 for the three months ended September 30, 2020. That slightly underestimated the Company’s performance, with sales during the period surpassing $1 million.

In addition, between June 19, 2020, and October 16, 2020, Splash Beverage Group executed a Subscription Agreement with one accredited investor, pursuant to which the Company received gross proceeds of $3,070,000 in return for the issuance of 2,790,909 shares of the Company’s common stock and a warrant allowing this investor to purchase an additional 1,395,455 shares of the Company’s common stock.

“We are very happy with the progress the Company has made this year in the face of significant headwinds," added Nistico. “I am confident we are well positioned for exponential growth in our expanding portfolio of beverage brands and concepts, moving us toward increasing access to new market opportunities, including potential acquisitions, as we continue to strive for broad shareholder value generation.”

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

About Splash Beverage Group, Inc.
Splash Beverage Group specializes in manufacturing, distribution, sales & marketing of various beverages across multiple channels. SBEV operates in both the non-alcoholic and alcoholic beverage segments which they believe leverages efficiencies and dilutes risk. SBEV believes its business model is unique as it ONLY develops/accelerates brands it perceives to have highly visible pre-existing brand awareness or pure category innovation.

SALT Naturally Flavored Tequila is 100% agave, 80 proof naturally flavored tequila. SALT Tequila is remarkably smooth with a clean and delicate taste. Grown, distilled, and bottled in the region of Jalisco Mexico, each handcrafted bottle of SALT Tequila is the result of years of hard work, determination and countless blends until they reached perfection. SALT Tequila offers a variety of naturally flavored tequilas including Berry, Citrus and Salted Chocolate.

INDUSTRY NOTE: The United States is the largest consumer of Tequila. In addition, the US demand for tequila is increasing year by year. Spain and Chinese demand for tequila is increasing at a high rate.

Tequila has very strict requirements for raw materials. A mature blue agave requires a minimum of eight years, which limits the total production of tequila.

The worldwide market for Tequila is expected to grow at a CAGR of roughly 4.1% over the next five years, will reach 5910 million USD in 2024, from 4660 million USD in 2019, according to a New Research study – 360ResearchReports

TapouT is an international lifestyle brand that has been at the forefront of Mixed Martial Arts since its inception in 1997. TapouT beverages include a complete line of high-performance sports drinks. TapouT Performance and TapouT Hybrid both feature a 3-in-1 advanced performance formula that delivers hydration and cellular recovery benefits. TapouT performance drinks restore what the body loses through physical exertion with 12 key vitamins, 68 minerals and all 5 electrolytes.

For more information visit Tapoutdrinks.com

Like and Follow TAPOUT on Facebook: https://www.facebook.com/TapouTBeverages

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 inability to enter into a definitive agreement with respect to the proposed transaction or to complete the transactions contemplated by the non-binding term sheet, matters discovered by the parties as they complete their respective due diligence investigation of the other. Other factors include the possibility that the proposed transaction does not close, including due to the failure to receive required security holder approvals, or the failure of other closing conditions. The foregoing list of factors is not exclusive. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.

Contact Information:
Splashbeveragegroup.com
info@splashbeveragegroup.com
954-745-5815

SOURCE: Splash Beverage Group, Inc.