UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): October 27, 2025

SPLASH BEVERAGE GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-40471		34-1720075
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1314 East Las Olas Blvd, Suite 221
Fort Lauderdale, Florida 33301

(Address of principal executive offices)

Registrant’s telephone number, including area code: (954) 745-5815

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:

☐	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:

Common Stock, $0.001 par value		SBEV		NYSE American LLC
(Title of Each Class)		(Trading Symbol)		(Name of Each Exchange on Which Registered)

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).

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 3.02 Unregistered Sales of Equity Securities.

ELOC Sales

On January 27, 2026, Splash Beverage Group, Inc. (the “Company”) sold a total of 145,029 shares of common stock for total gross proceeds of $98,170 under that certain Common Stock Purchase Agreement and Registration Rights Agreement dated September 19, 2025 (collectively, the “ELOC Agreement”), which ELOC Agreement was previously disclosed on the Company’s Current Report on Form 8-K filed on September 25, 2025.

Conversion of Convertible Promissory Notes

On October 27, 2025, November 25, 2025, and December 11, 2025, the Company issued a total of 360,648 shares of common stock upon the conversion of a total of $200,000 of convertible notes.

The sales made under the ELOC Agreement were exempt from registration under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder. The conversions of the convertible notes were exempt from registration under 3(a)(9) of the Securities Act of 1933.

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: January 30, 2026

	SPLASH BEVERAGE GROUP, INC.

	By:	/s/ William Meissner
		William Meissner, President

Splash Beverage Group Inc. (NV) filed SEC Form 8-K: Unregistered Sales of Equity Securities