SBEV — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-20

• The information in this discussion may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including state…

• Splash Beverage Group, Inc. (the “Company” or “Splash”) is a Nevada corporation that was historically seeking to identify, acquire, and build early stage or under-valued beverage brands that have strong growth potential within its distribution system. Due to its lack of working capital and unsuccess…

• As a result of its lack of meaningful sales in the beverage business, Splash is transitioning to the regulated wellness and cannaboid markets. See Note 1 to the Consolidated Financial Statements for information on our poroposed acquisition of Medterra CBD, LLC (“Medterra”).

• Results of Operations for the Three Months Ended March 31, 2026 compared to Three Months Ended March 31, 2025.

• Revenues for the three months ended March 31, 2026 were less than $0.01 million compared to revenues of approximately $0.07 million for the three months ended March 31, 2025. The $0.06 million decrease in sales is due to a decrease in our beverage sales of $0.06 million. In fact, we did not generate…

Text removed vs the prior filing · source: 10-Q · 2025-11-19

• This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Such forward-looking statements include those statements which express plans, anticip…

• These statements are based on our current expectations and projections and involve estimates, assumptions, risks and uncertainties that could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the fac…

• Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to “we,” “us,” “our,” or the “Company” refer to Splash Beverage Group, Inc. and its subsidiaries.

• Splash Beverage Group, Inc. (the “Company” or “Splash”) seeks to identify, acquire, and build early stage or under-valued beverage brands that have strong growth potential within its distribution system. The Company is seeking to manage brands across viable growth segments within the consumer bevera…

• We have not generated any revenue since March 2025 due to our lack of capital. However, following the private placement offering in September 2025 in which we sold secured promissory notes, referred to herein as “Notes,” for total gross proceeds of $2,000,000 and entered into an equity line of credi…

Text added vs the prior filing · source: 10-Q · 2026-05-20

• Our management, with the participation of the principal executive and principal financial officers, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a – 15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended, or Exchange Act, as of the…

• Except with respect to the above, during the quarter ended March 31, 2026, there were no additional changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Text removed vs the prior filing · source: 10-Q · 2025-11-19

• Our management, with the participation of the principal executive and principal financial officers, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a – 15(e) and 15d – 15(e) under the Securities Exchange Act of 1934, as amended, or Exchange Act, as of the…

• Our Chief Financial Officer is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision …

• 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 deg…

• Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, i…

• Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in “Internal Control — Integrated Framework (2013…

Text added vs the prior filing · source: 10-Q · 2026-05-20

• The Company has included in Item 1A of Part 1 of its Annual Report on Form 10-K for the year ended December 31, 2025 (“Form 10-K”), a description of certain risks and uncertainties that could affect the Company’s business, future performance or financial condition (the “Risk Factors”). In addition t…

• We may be unable to maintain our listing on NYSE American due to existing or proposed continued listing requirements.

• Our common stock is listed on the NYSE American. The NYSE American imposes various continued listing standards, the noncompliance with which may result in the delisting of our common stock. For example, on April 29, 2026, the Company received notice from NYSE that the Company was not in compliance w…

• The Company signed a non-binding Letter of Intent contemplating a merger with Medterra CBD, LLC on March 12, 2026. However, as of the date of this report the Company is still awaiting comments on a Merger Agreement which it sent to Medterra approximately three weeks ago. As such, as of the date of t…

• Further, Section 1003 of the NYSE American Company also imposes other continued listing requirements that we may be unable to comply with. Notably, the rules provide that if the Company’s stock price trades at a “low price per share,” the NYSE American will delist us without a compliance period or o…

Text removed vs the prior filing · source: 10-Q · 2025-11-19

• Investing in our common stock involves a high degree of risk. Investors should carefully consider the following Risk Factors before deciding whether to invest in the Company. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our busin…

• Our strategic initiatives including acquisitions and divestitures may not be successful and may divert our management’s attention away from operations and could create general customer uncertainty.

• We have begun to explore strategic alternatives to our beverage business. Our growth strategy is based in part on growth through strategic initiatives including both acquisitions and divestitures of brands and assets, which poses a number of risks. We may not be successful in identifying appropriate…

• The execution of our strategic initiatives will likely entail incurring goodwill assets or repositioning or similar actions that in turn require us to record impairments, restructuring and other charges. Any such charges would result in additional expense. We cannot guarantee that any future busines…

• Additionally, any acquisition or disposition (including the successful integration and separation of operations, products and personnel) may place a significant burden on our management and other internal resources. The diversion of management’s attention, and any difficulties encountered in such a …