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Get filing alertsRed Flags Detected
- Going Concern (new) — Auditor raised substantial doubt about ability to continue as a going concern as of December 31, 2025; condition persists as of prospectus date.
- Material Weakness (new) — Material weaknesses in internal control over financial reporting may cause failures in timely and accurate financial reporting.
- Concentration (new) — Company's only revenue in Q1 2026 came from a single tequila customer (Senor Frog's), which has since terminated the contract; company now has no revenue stream.
- Dilution (new) — Offering would dilute existing shareholders 78%; additional 17.96M shares underlying derivative securities. Series A-1 and B preferred convert at 80% of trailing VWAP (floor $5.00), creating potential death spiral as conversions push price lower and trigger more dilution.
Splash Beverage Group registers 5M-share secondary offering; company may receive up to $30.8M
Filed August 7, 2026 · ~3 min read
Key Changes
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Secondary offering of 5,000,000 shares by selling stockholder under purchase agreement. Company receives zero proceeds from the selling stockholder's resales; may receive up to $30,782,793 from future sales to the selling stockholder.
The Offering verify on EDGAR → -
high
Company pivoted from unprofitable beverages to cannabinoid/wellness in 2026. Acquired exclusive worldwide rights to CannEpil® (a cannabinoid pharmaceutical for drug-resistant epilepsy) for $5.5M in preferred stock; product sales collapsed from $4.3M (2023) to $99K year-to-date 2026.
Business view on EDGAR → -
high
GAAP net loss from continuing operations: $25.2M for year ended December 31, 2025 (including $14.2M non-cash items). Company generated no revenue February 2025 through most of Q1 2026; sole tequila customer terminated contract after one shipment.
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Auditor raised substantial doubt about ability to continue as a going concern as of December 31, 2025; condition persists as of prospectus date. Company estimates it needs at least $2M over next 12 months for CannEpil® development and operations.
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NYSE American non-compliance: stockholders' equity was negative $15.3M as of December 31, 2025 (requirement: positive $6M). Company has until January 29, 2027 to regain compliance via merger/acquisition. Stock trading halted July 16, 2026 at $0.0936; 1-for-4 reverse split effected July 24.
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Massive dilution overhang: offering would increase shares outstanding 78% (from 6.4M to 11.4M). Additional 17.96M shares underlying options, warrants, convertible notes, and convertible preferred stock. Series A-1 and B preferred convert at 80% of trailing 5-day VWAP (floor $5.00), creating potential death spiral.
The Offering verify on EDGAR → -
high
CannEpil® has no FDA approval and faces extensive clinical trial requirements (Phase I within 24 months, Phase II within 48 months, then NDA filing). Licensor holds one patent in Slovenia; no U.S. or other target-market patents, relying on trade secret protection.
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Company has only three full-time employees (all interim C-suite) and zero sales/marketing staff due to lack of working capital. Management warns business plan may fail and company may be forced to cease operations, resulting in total loss of investor capital.
Summary
Splash Beverage Group registers a secondary offering of 5,000,000 shares by a selling stockholder under a purchase agreement. The company receives zero proceeds from the selling stockholder's resales to the public; it may receive up to $30,782,793 from future sales of shares to the selling stockholder, with 30% of proceeds above $3M mandated for debt repayment.
The offering would increase shares outstanding from 6,412,521 to 11,412,521 (78% dilution), with an additional 17.96M shares underlying options, warrants, convertible notes, and convertible preferred stock. Splash has pivoted from unprofitable beverage operations to cannabinoid/wellness markets after generating no revenue from February 2025 through most of Q1 2026.
In July 2026, the company acquired exclusive worldwide rights to CannEpil®, a cannabinoid pharmaceutical for drug-resistant epilepsy, for $5.5M in preferred stock. CannEpil® sales by the licensor collapsed from $4.3M in 2023 to $99K year-to-date 2026. The product has no FDA approval and faces extensive clinical trial requirements; the licensor holds one patent in Slovenia but no U.S. or other target-market patents. The company's sole tequila customer terminated its contract after one shipment in March 2026. The company incurred a GAAP net loss from continuing operations of $25.2M for the year ended December 31, 2025 (including $14.2M non-cash items). The auditor raised substantial doubt about the company's ability to continue as a going concern as of December 31, 2025; this condition persists as of the prospectus date. Stockholders' equity was negative $15.3M as of December 31, 2025, violating NYSE American's $6M minimum; the company has until January 29, 2027 to regain compliance via merger/acquisition. Stock trading was halted July 16, 2026 at $0.0936; a 1-for-4 reverse split was effected July 24. The company has only three full-time employees (all interim C-suite) and zero sales/marketing staff. Management estimates it needs at least $2M over the next 12 months and explicitly warns the business plan may fail and the company may be forced to cease operations, resulting in total loss of investor capital.
Section-by-Section Diff
The Offering · The Offering
Secondary offering of up to 5M shares by selling stockholder under purchase agreement; company may receive up to $30.8M gross proceeds from sales to buyer.
Added in current filing · verify on EDGAR →
5,000,000 shares of our Common Stock, consisting of Purchase Shares that may be issued by us to the Selling Stockholder, from time to time at our sole discretion, pursuant to the Purchase Agreement.
This is a secondary offering of 5,000,000 shares by a selling stockholder under a purchase agreement. The company issues shares to the selling stockholder at its discretion, who then resells them to the public. The company will not receive proceeds from the selling stockholder's resales to the public.
Added in current filing · verify on EDGAR →
We may receive up to $30,782,793 in aggregate gross proceeds from the Selling Stockholder under the Purchase Agreement in connection with sales of our shares of our Common Stock to the Selling Stockholder pursuant to the Purchase Agreement after the date of this Prospectus. This amount represents the total maximum amount under the Purchase Agreement less prior sales.
The company may receive up to $30,782,793 in gross proceeds from selling shares to the selling stockholder under the purchase agreement (this is the maximum less prior sales). The actual amount depends on how many shares are sold and at what prices. Proceeds will be used for working capital, resolving disputes, satisfying outstanding payables, and general corporate purposes.
Added in current filing · verify on EDGAR →
Common Stock outstanding immediately prior to this offering 6,412,521 shares Common Stock outstanding immediately following this offering 11,412,521 shares
The offering would increase shares outstanding from 6,412,521 to 11,412,521 shares, representing potential dilution of approximately 78% if all 5,000,000 shares are issued. This excludes substantial additional dilution from outstanding options, warrants, convertible notes, and convertible preferred stock.
Added in current filing · verify on EDGAR →
1,621,445 shares underlying outstanding options having a weighted-average exercise price of $5.40, per share; ● 1,875,384 shares underlying outstanding warrants having a weighted-average exercise price of $41.20 per share; ● 3,899,658 shares underlying outstanding convertible promissory notes; and ● 10,566,267 shares underlying outstanding convertible preferred stock.
Beyond the 5,000,000 shares in this offering, there are 17,962,754 additional shares underlying outstanding derivative securities: 1,621,445 options, 1,875,384 warrants, 3,899,658 convertible notes, and 10,566,267 convertible preferred stock. These represent substantial additional potential dilution beyond the current offering.
Added in current filing · verify on EDGAR →
On August 5, 2026, the last reported sale price of our Common Stock on the NYSE American was $0.425 per share.
The company's common stock trades on NYSE American under symbol SBEV at $0.425 per share as of August 5, 2026. This is the recent market price context for the offering.
Prospectus Summary · Prospectus Summary
Splash Beverage Group is transitioning from beverages to cannabinoid/wellness, acquiring CannEpil® rights for $5.5M in preferred stock.
Added in current filing · verify on EDGAR →
During the current fiscal year beginning January 1, 2026, Splash has moved away from beverages and is focusing on the cannabinoid and wellness economy businesses.
The company has pivoted away from its historical beverage business to focus on cannabinoid and wellness markets. This represents a fundamental change in business model and strategy, with the company no longer seeking to market its Chispo beverage product.
Added in current filing · verify on EDGAR →
on July 6, 2026, the Company acquired the exclusive worldwide rights to the pharmaceutical product marketed under the brand name CannEpil®, comprising the licensor’s proprietary compounded isolated cannabinoid formulation of CBD and THC isolates, for the treatment, prevention, management, or amelioration of drug-resistant epilepsy, refractory epilepsy, seizure disorders, and all related neurological conditions in humans, including as an adjunctive or add-on therapy
The company acquired exclusive worldwide rights to CannEpil®, a cannabinoid pharmaceutical product for treating drug-resistant epilepsy and related neurological conditions. The license was subsequently expanded to include veterinary uses for oncology and pain management in dogs.
Added in current filing · verify on EDGAR →
In consideration for the license, the Company issued a lender of the Licensor 5,500 shares of a newly designated series of preferred stock having a stated value of $5,500,000 in satisfaction of amounts that were owed by the Licensor to a lender.
The company paid for the CannEpil® license by issuing 5,500 shares of a new series of preferred stock with a stated value of $5,500,000 to a lender of the licensor, satisfying the licensor's debt obligations. This represents significant dilution through preferred equity rather than cash consideration.
Added in current filing · verify on EDGAR →
The Company generated revenue in the first quarter of 2026 from sales of Chispo to a single customer, however that customer has since terminated its contract with us.
The company's only revenue source in Q1 2026 was from a single customer for Chispo beverage sales, and that customer has since terminated the contract. This indicates the company currently has no meaningful revenue stream as it transitions to the cannabinoid business.
Added in current filing · verify on EDGAR →
The Company recently filed a certificate of change to its Articles of Incorporation to effect a one-for-four reverse stock split of each of its issued and outstanding and authorized shares of Common Stock. The reverse stock split took effect at 4:30 pm ET on July 24, 2026.
The company completed a 1-for-4 reverse stock split on July 24, 2026, consolidating every four shares into one share. All share and per-share amounts in the prospectus reflect this reverse split.
Use of Proceeds · Use of Proceeds
Company receives no proceeds from selling stockholder sales; may receive up to $30.8M from future sales to the selling stockholder under a purchase agreement.
Added in current filing · verify on EDGAR →
We will not receive any of the proceeds from the sale of shares of our Common Stock offered by the Selling Stockholder.
The company receives zero proceeds from the shares being registered for sale by the selling stockholder. This is a secondary offering component where proceeds go to the selling stockholder, not the company.
Added in current filing · verify on EDGAR →
We may receive up to $30,782,793 in aggregate gross proceeds from sales of shares of our Common Stock to the Selling Stockholder pursuant to the Purchase Agreement after the date of this Prospectus.
The company may receive up to $30,782,793 in gross proceeds from future sales of shares to the selling stockholder under a purchase agreement. The actual amount depends on the number of shares sold and the sale price.
Added in current filing · verify on EDGAR →
pursuant to the Original Issue Discount Secured Promissory Notes in the total principal amount of $2,200,000 issued to C/M and an affiliated entity on September 19, 2025, while any portion of such Notes is outstanding, and after the Company has effected an aggregate of $3,000,000 of purchases from C/M under the Purchase Agreement, if the Company receives further gross proceeds under the Purchase Agreement, the Company shall apply 30% of the proceeds to repay the outstanding amounts owed under the Notes, until the Notes are paid in full.
The company has $2,200,000 in secured promissory notes issued to C/M. After the company has purchased $3,000,000 from C/M under the purchase agreement, 30% of any further proceeds must be applied to repay these notes until paid in full. As of the prospectus date, no amounts have been repaid under these notes.
Added in current filing · verify on EDGAR →
We intend to use the proceeds for working capital and other general corporate purposes in line with our planned strategic pivot into the cannabinoid wellness marketplace, the closing of an accretive transaction and achieving compliance with the NYSE, and to resolve certain litigation and outstanding amounts payable.
The company plans to use proceeds for working capital, a strategic pivot into the cannabinoid wellness marketplace, closing an accretive transaction, achieving NYSE compliance, and resolving litigation and outstanding payables. Management retains broad discretion over allocation.
Risk Factors · Risk Factors
Company faces going concern doubt, NYSE delisting risk, recurring losses, and challenges developing CannEpil® with limited capital and no FDA approval.
Added in current filing · verify on EDGAR →
Rose, Snyder & Jacobs LLP, our independent registered public accounting firm for the fiscal year ended December 31, 2025, has included an explanatory paragraph in their opinion that accompanies our audited consolidated financial statements as of and for the year ended December 31, 2025, indicating that our current liquidity position raises substantial doubt about our ability to continue as a going concern. If we are unable to improve our liquidity position, we may not be able to continue as a going concern. This has continued as of the date of this Prospectus.
The auditor raised substantial doubt about the company's ability to continue as a going concern as of December 31, 2025, and this condition persists as of the prospectus date. The company has sustained recurring losses, working capital deficits, and stockholders' equity deficits, and continued operations depend on obtaining additional financing with no assurance such financing will be available.
Added in current filing · verify on EDGAR →
on April 29, 2026, the Company received notice from NYSE that the Company was not in compliance with the stockholders’ equity requirement of $6 million as of December 31, 2025 as outlined in Section 1003(a) (i), (ii), and (iii) of the NYSE American Company Guide. The NYSE noted that that the Company’s actual stockholders’ equity was ($15,300,828). The Company submitted a compliance plan to the NYSE on May 29, 2026 advising the NYSE of its efforts and actions it plans to take to regain compliance with the continued listing standards by January 29, 2027 (the “Compliance Plan”). The Compliance Plan contemplates completing a merger or acquisition of an operating entity, with a focus on the cannabinoid and wellness industries.
The company is not in compliance with NYSE American's $6 million stockholders' equity requirement; actual stockholders' equity was negative $15.3 million as of December 31, 2025. NYSE accepted a compliance plan giving the company until January 29, 2027 to regain compliance, contemplating a merger or acquisition in the cannabinoid and wellness industries. The company also failed to meet this requirement as of March 31, 2026 and June 30, 2026.
Added in current filing · verify on EDGAR →
On July 16, 2026, the Company was notified by the Staff of the NYSE that the NYSE had halted trading of the Company’s Common Stock due to its trading below $0.10 per share. At the time trading was halted, the last trading price was $0.0936. The halt was lifted with the effectiveness of the Reverse Stock Split and trading commenced when the market opened on July 27, 2026.
Trading was halted on July 16, 2026 when the stock price fell to $0.0936, below the $0.10 minimum. The company effected a one-to-four reverse stock split on July 24, 2026 to avoid delisting. The stock price declined from $0.741 on January 2 to below $0.20 by late May. The prospectus warns that reverse splits frequently result in further price and market cap declines.
Added in current filing · verify on EDGAR →
We incurred a net loss from continuing operations of approximately $25.2 million including $14.2 million of non-cash items for the year ended December 31, 2025.
The company incurred a net loss from continuing operations of approximately $25.2 million for the year ended December 31, 2025, of which $14.2 million were non-cash items. The company expects to continue incurring significant operating losses for the foreseeable future.
Added in current filing · verify on EDGAR →
In 2023, the Licensor sold the product for total sales of $4,262,155, which amount declined to $894,263 in 2024, $121,497 in 2025 and $98,639 year to date in 2026.
CannEpil® sales by the Licensor collapsed from $4.3 million in 2023 to $121,497 in 2025 and $98,639 year-to-date in 2026. The company has no FDA approval for the product and faces extensive clinical trial requirements (Phase I within 24 months, Phase II within 48 months, then New Drug Application filing). The Licensor has only one patent in Slovenia and no patents in the U.S. or other target markets, relying instead on trade secret protection.
Added in current filing · verify on EDGAR →
From February 2025 we did not generate any revenue until the first quarter of 2026 we did not generate any revenue. In the first quarter of 2026 we generated minimal revenue from the sale of our tequila to a single customer, which customer has since terminated its contract with us. Our lack of and minimal revenue since February 2025 resulted from our lack of working capital. Further, due to our lack of capital we presently only have three full-time employees, our Interim Chief Executive Officer, our Interim Chief Financial Officer and our Interim Chief Operating Officer, and no employees or personnel dedicated to sales and marketing efforts.
The company generated no revenue from February 2025 through most of Q1 2026, then minimal revenue from a single tequila customer who has since terminated the contract. The company now has only three full-time employees (all interim C-suite) and zero sales/marketing staff due to lack of working capital. This is a going-concern red flag: the business has effectively ceased commercial operations.
Added in current filing · verify on EDGAR →
Further, we estimate we need at least $2,000,000 to develop and commercialize the Licensed Product, and for working capital and general corporate purposes for the next 12 months. These developments and challenges may prevent us from re-establishing or maintaining material revenue, and our business plan and efforts may fail as a result of these or other factors, in which case we may be forced to cease operations and you could use some or all of your investment.
Management states it needs at least $2 million for the next 12 months to develop the CannEpil product and fund operations, and explicitly warns that the business plan may fail and the company may be forced to cease operations, resulting in total loss of investor capital. This is a direct going-concern warning.
Added in current filing · verify on EDGAR →
These series of preferred stock are convertible into approximately 11,316,267 shares of Common Stock, subject to beneficial ownership limitations and certain adjustments. Further, the Series A-1 and Series B each allow the holders to convert at a reduced conversion price equal to 80% of the average of the five trading day volume weighted average price calculated as of the date an applicable conversion notice, subject to a floor price of $5.00.
The company has issued multiple series of convertible preferred stock convertible into approximately 11.3 million shares of common stock. Series A-1 and Series B convert at 80% of the trailing five-day VWAP (floor $5.00), creating a downward spiral: as the stock falls, holders receive more shares per conversion, which they can sell, pushing the price lower and triggering even more dilution on the next conversion. Management warns this could devalue or render the common stock worthless.
Business · Business
Splash is transitioning from unprofitable beverage operations to regulated wellness/cannabinoid markets via CannEpil® license and strategic investments.
Added in current filing · verify on EDGAR →
Historically, Splash was a portfolio company seeking to manage brands across viable growth segments within the consumer beverage industry. As a result of our lack of capital, we did not generate revenue from February 2025 until March 2026 when we delivered tequila as described below. Our beverage operations have historically not been profitable. Because of our lack of capital to generate revenue, our management reviewed strategic alternatives inside and outside of the beverage industry. As a result of this review, Splash is transitioning to the regulated wellness and cannabinoid markets.
The company is pivoting from unprofitable beverage operations to cannabinoid/wellness markets after generating no revenue from February 2025 to March 2026. The beverage business has historically been unprofitable and lacked capital to generate revenue. This represents a fundamental shift in business model and industry focus.
Added in current filing · verify on EDGAR →
On July 6, 2026, the Company entered into the License Agreement with the Licensor pursuant to which the Company acquired the exclusive worldwide rights to the pharmaceutical product marketed under the brand name CannEpil®, comprising the Licensor’s proprietary compounded isolated cannabinoid formulation of CBD and THC isolates in a liquid solution, manufactured by the Licensor, for the treatment, prevention, management, or amelioration of drug-resistant epilepsy, refractory epilepsy, seizure disorders, and all related neurological conditions in humans, including as an adjunctive or add-on therapy.
The company acquired exclusive worldwide rights to CannEpil®, a cannabinoid pharmaceutical for drug-resistant epilepsy in humans. The license carries a 15% royalty on human use net revenue and 10% on veterinary use, with a 20-year initial term. The company must achieve clinical trial milestones and issued 5,500 shares of Series D Preferred Stock with $5,500,000 stated value as part of the consideration.
Added in current filing · verify on EDGAR →
The Company estimates that it will initially require at least $2,000,000 for further developments and commercialization of the License as well as general and administrative expenses for the next 12 months. These estimates do not include anticipated additional capital which we expect will be needed in connection with any potential strategic transaction.
The company estimates it needs at least $2,000,000 over the next 12 months for CannEpil® development/commercialization and general expenses, excluding additional capital needed for potential strategic transactions. This disclosure establishes near-term funding needs for the new business direction.
Added in current filing · verify on EDGAR →
In January 2026, the Company announced that Senor Frog’s had selected Chispo Tequila as its house tequila across an initial group of locations in Florida, the Bahamas, and Mexico In March 2026, we shipped initial inventory to a distributor which resulted in revenue for the three months ended March 31, 2026. Senor Frogs subsequently notified us that it would not be moving forward with us as its house tequila and terminated its contract with us.
The company's only tequila customer (Senor Frog's) terminated its contract after one shipment in March 2026. The company has ceased marketing Chispo tequila to focus on cannabinoid/wellness products, effectively ending its beverage revenue stream.
Added in current filing · verify on EDGAR →
On June 9, 2026, the Company invested $217,479.24 and purchased 2,000,000 common shares and 1,000,000 warrants of Avicanna Inc. (TSX:AVCN) in a private placement transaction. Avicanna is a commercial-stage cannabinoid-based biopharmaceutical company focused on clinical research, patient care, and developing pharmaceutical products.
The company invested $217,479.24 in Avicanna Inc., a cannabinoid biopharmaceutical company, acquiring 2,000,000 common shares and 1,000,000 warrants. This investment aligns with the company's strategic pivot to cannabinoid-based health and wellness.
Experts · Experts
Rose, Snyder & Jacobs LLP audited the financials; their report contains a going concern explanatory paragraph.
Added in current filing · verify on EDGAR →
The report of Rose, Snyder & Jacobs LLP contains an explanatory paragraph about the ability of the Company to continue as a going concern.
The independent auditor's report includes an explanatory paragraph raising substantial doubt about the company's ability to continue as a going concern. This is a significant red flag indicating the company faces material uncertainty about its ability to meet obligations and continue operations over the next twelve months.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Rose, Snyder & Jacobs LLP, independent registered public accounting firm, has audited the consolidated financial statements of Splash Beverage Group, Inc. (the “Company”) as of December 31, 2025 and 2024 and for the years ended December 31, 2025 and 2024
Rose, Snyder & Jacobs LLP is the independent registered public accounting firm that audited the company's consolidated financial statements for the years ended December 31, 2025 and 2024. The financial statements are included in this prospectus in reliance on their authority as experts in accounting and auditing.
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