Company Overview - Innovation Beverage Group Ltd (IBG) is an innovative developer, manufacturer, and marketer of a beverage portfolio consisting of 60 formulations across 13 alcoholic and non-alcoholic brands [5] - The company focuses on premium and super premium brands, aiming to disrupt established market leaders, with its most successful brand being Australian Bitters [5] - IBG was established in 2018 and is headquartered in Sydney, Australia, with a U.S. sales office in California [5] Reverse Stock Split Announcement - IBG announced a five-for-one reverse stock split of its ordinary shares, effective at 12:01 a.m. Eastern Time on September 26, 2025 [2] - Following the reverse stock split, the number of ordinary shares will decrease from 11,613,489 to 2,322,698 [2] Nasdaq Compliance Issues - On August 29, 2025, IBG received a Nasdaq Staff Delisting Determination Letter indicating non-compliance with Nasdaq Listing Rule 5550(a)(2) [3] - The company has requested a hearing before the Nasdaq Hearings Panel, which is scheduled for October 2025, and this request has stayed any suspension or delisting actions pending the hearing outcome [3]

FORM 20-F (Cover Page) [Filing Information](index=1&type=section&id=Filing%20Information) This section identifies the Annual Report on Form 20-F for Innovation Beverage Group Limited, detailing its Nasdaq listing, filer status, and outstanding shares - The document is an Annual Report on Form 20-F for the fiscal year ended December 31, 2024[2](index=2&type=chunk) - Innovation Beverage Group Limited is an Australian registrant with principal executive offices in Seven Hills, NSW, Australia[3](index=3&type=chunk) - The company is classified as a non-accelerated filer and an emerging growth company[6](index=6&type=chunk) Filing Information | Metric | Value | | :------------------------------------ | :-------------------- | | Securities Registered | Ordinary Shares, no par value | | Trading Symbol | IBG | | Exchange | The Nasdaq Stock Market LLC | | Outstanding Shares (Dec 31, 2024) | 8,673,857 | | Filer Status | Non-accelerated filer, Emerging Growth Company | INTRODUCTION [EMERGING GROWTH COMPANY STATUS](index=6&type=section&id=EMERGING%20GROWTH%20COMPANY%20STATUS) The company qualifies as an "emerging growth company" under the JOBS Act, benefiting from exemptions like delayed accounting standard adoption and reduced reporting requirements - The company qualifies as an "emerging growth company" under the U.S. JOBS Act of 2012[17](index=17&type=chunk) - The company has elected to take advantage of the extended transition period for complying with new or revised accounting standards[17](index=17&type=chunk) - Exemptions include not being required to comply with auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and certain PCAOB requirements[17](index=17&type=chunk)[21](index=21&type=chunk) [TRADEMARKS](index=6&type=section&id=TRADEMARKS) The company owns or has rights to various trademarks, service marks, and trade names used in its business operations - The company owns or has rights to trademarks, service marks, and trade names used in its business operations[20](index=20&type=chunk) [CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS](index=7&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section advises that the annual report contains forward-looking statements subject to risks and uncertainties, and actual results may differ materially - The Annual Report contains "forward-looking statements" regarding objectives, plans, strategies, and projections[22](index=22&type=chunk)[23](index=23&type=chunk) - Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially[24](index=24&type=chunk)[28](index=28&type=chunk) - Key factors that could cause actual results to differ include product development timing, revenue projections, market competition, and regulatory developments[25](index=25&type=chunk)[26](index=26&type=chunk) [MARKET, INDUSTRY, AND OTHER DATA](index=9&type=section&id=MARKET%2C%20INDUSTRY%2C%20AND%20OTHER%20DATA) This section clarifies that market and industry data are from reliable third-party sources, but estimates involve inherent risks and uncertainties - Market and industry data in the report are obtained from sources believed to be reliable, including market research databases and industry publications[32](index=32&type=chunk) - Estimates of future performance are subject to a high degree of uncertainty and risk, as described in the "Risk Factors" section[32](index=32&type=chunk)[34](index=34&type=chunk) PART I [ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS](index=10&type=section&id=ITEM%201.%20IDENTITY%20OF%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20ADVISERS) This item states that information regarding the identity of directors, senior management, and advisers is not applicable in this section - Information regarding the identity of directors, senior management, and advisers is not applicable[36](index=36&type=chunk) [ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE](index=10&type=section&id=ITEM%202.%20OFFER%20STATISTICS%20AND%20EXPECTED%20TIMETABLE) This item states that information regarding offer statistics and expected timetable is not applicable in this section - Information regarding offer statistics and expected timetable is not applicable[37](index=37&type=chunk) [ITEM 3. KEY INFORMATION](index=10&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section covers critical information for investors, including capitalization, indebtedness, reasons for the offer, use of proceeds, and detailed risk factors [A. [Reserved]](index=10&type=section&id=A.%20%5BReserved%5D) This sub-item is reserved and contains no content - This sub-item is reserved and contains no content[38](index=38&type=chunk) [B. Capitalization and Indebtedness](index=10&type=section&id=B.%20Capitalization%20and%20Indebtedness) Information regarding capitalization and indebtedness is not applicable in this section - Information regarding capitalization and indebtedness is not applicable in this section[38](index=38&type=chunk) [C. Reasons for the Offer and Use of Proceeds](index=10&type=section&id=C.%20Reasons%20for%20the%20Offer%20and%20Use%20of%20Proceeds) Information regarding reasons for the offer and use of proceeds is not applicable in this section - Information regarding reasons for the offer and use of proceeds is not applicable in this section[39](index=39&type=chunk) [D. Risk Factors](index=10&type=section&id=D.%20Risk%20Factors) This section details various risk factors that could materially and adversely affect the company's business, financial condition, and results of operations - The company's business is highly dependent on consumer preferences and tastes, which may shift due to various factors including health concerns (e.g., sweetened beverages), demographics, or perceived value, potentially leading to reduced demand for its products[42](index=42&type=chunk)[43](index=43&type=chunk)[45](index=45&type=chunk) - A significant portion of the company's revenue (approximately **98% in 2024**) is derived from the Australian Bitters Company brand, distributed exclusively in Australia through a partnership with Coca-Cola Europacific Partners (CCEP)[59](index=59&type=chunk)[60](index=60&type=chunk) - The termination of the CCEP agreement, potentially due to a change of control, could result in a significant loss of revenue[60](index=60&type=chunk) - The company relies on a network of distributors, retailers, and brokers, and its ability to maintain and expand markets depends on these relationships[55](index=55&type=chunk)[68](index=68&type=chunk)[69](index=69&type=chunk) - Competition from larger beverage manufacturers can affect these relationships and hinder market development[69](index=69&type=chunk) - Disruptions in the supply chain (raw materials, packaging, energy, labor) or catastrophic losses to production/distribution facilities could impair manufacturing, distribution, and sales, leading to increased costs or product shortages[74](index=74&type=chunk)[76](index=76&type=chunk)[82](index=82&type=chunk) - The company's success depends on protecting its trademarks and proprietary rights, and failure to do so, or claims of infringement by third parties, could harm its brand, reputation, and ability to compete effectively[67](index=67&type=chunk)[70](index=70&type=chunk) - The company is subject to extensive government regulations in Australia and the U.S. regarding production, marketing, labeling, and sales of beverages, and non-compliance or new/revised regulations could have a material adverse effect on financial condition and results of operations[100](index=100&type=chunk)[101](index=101&type=chunk) - Reliance on IT systems makes the company vulnerable to cyber-attacks, data breaches, and system failures, which could lead to operational disruptions, loss of sensitive information, reputational damage, and significant financial costs[95](index=95&type=chunk)[96](index=96&type=chunk)[102](index=102&type=chunk)[142](index=142&type=chunk) - The market price of the company's ordinary shares is likely to be volatile due to a relatively small public float and concentrated ownership, and future sales of shares or the perception of such sales could cause the price to decline[128](index=128&type=chunk)[131](index=131&type=chunk) - The company does not anticipate paying dividends in the foreseeable future, meaning investors will only realize economic gain through share price appreciation[135](index=135&type=chunk) [ITEM 4. INFORMATION ON THE COMPANY](index=33&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) This item provides detailed information about the company, including its history, business operations, organizational structure, and property, plants, and equipment [A. History and Development of the Company](index=33&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) Innovation Beverage Group Limited was incorporated in Australia in 2018 and has since established wholly-owned subsidiaries to support its U.S. market expansion - Innovation Beverage Group Limited (IBG) was incorporated in Australia on April 20, 2018, as "Australian Boutique Spirits PTY LTD" and converted to a public limited company on June 11, 2022[152](index=152&type=chunk) - IBG has three wholly-owned subsidiaries: IBG USA LLC, Reg Liquors LLC (d/b/a Wired for Wine), and Innovation Beverage Group USA Inc[153](index=153&type=chunk) - Innovation Beverage Group USA Inc. was formed in October 2024 to import, produce via co-packers, market, and wholesale IBG's owned brands in the United States[157](index=157&type=chunk) [B. Business Overview](index=34&type=section&id=B.%