Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPLASH BEVERAGE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) (Primary Standard Industrial Classification Code Number) 2080 34-1720075 (I.R.S. Employer Identification Number) 1314 E Las Olas Blvd. Suite 221 Fort Lauderdale, Florida 33301 Phone: (954) 745-5815 (Address, includin ...

Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SPLASH BEVERAGE GROUP, INC. 2080 34-1720075 (I.R.S. Employer Identification Number) 1314 E Las Olas Blvd. Suite 221 Fort Lauderdale, Florida 33301 Phone: (954) 745-5815 (Address, including zip code, and telephone number, including area code of registrant's principal executive offices) William Meissner President 1314 E Las Olas Blvd. Suite 221 Fort Lau ...

Core Viewpoint - Splash Beverage Group Inc. (NASDAQ:SBEV) experienced a significant stock price increase of 40.52% in after-hours trading, reaching $1.05, despite a prior decline of 17.25% during regular trading hours [1] Financial Performance - For the third quarter ended September 30, SBEV reported no net revenue, a decrease from $981,858 in the same quarter of the previous year [2] - For the nine months ending September 30, net revenue fell to $438,272 from $3.57 million a year earlier [2] - The company recorded a net loss of $9.89 million for the third quarter, translating to a loss of $4.51 per share [3] Water Rights Acquisition - In June, SBEV acquired water extraction rights to a Costa Rican aquifer, valued at $20 million, by issuing 20,000 shares of Series C preferred stock [4] - The company received a purchase order from a customer in the UAE, which will require approximately $4 million to fulfill [4] Capital Structure Shift - Total assets increased to $22.49 million as of September 30, up from $2.76 million at the end of 2024 [5] - Stockholders' equity became positive at $6.78 million, compared to a previous deficit of $18.63 million [5] - As of November 19, there were 2,550,694 shares of common stock issued and outstanding [5] Stock Performance - Over the past year, SBEV's stock has declined by 91.1% [6] - The stock has an annual trading range of $0.74 to $13.59 and a market capitalization of $1.78 million [6] - Benzinga Edge Stock Rankings indicate a negative price trend for SBEV across all time frames [6]

Financial Performance - Net revenues for the three months ended September 30, 2025, were $981,858, a significant increase from $438,272 in the same period of 2024[14]. - Gross profit for the nine months ended September 30, 2025, was $699,064, compared to a loss of $30,443 in the same period of 2024[14]. - Net loss for the three months ended September 30, 2025, was $9.89 million, compared to a loss of $4.72 million in the same period of 2024[14]. - The company reported a basic and diluted loss per share of $4.51 for the three months ended September 30, 2025[14]. - The net loss for the nine months ended September 30, 2025, was $9,886,045, compared to a net loss of $4,719,563 for the same period in 2024, indicating an increase in losses[20]. - The company reported a loss from continuing operations of $(22,029,577) for the nine months ended September 30, 2025, compared to $(14,717,161) for the same period in 2024[130]. - The total operating loss for Splash Beverage was $(9,290,206) for the three months ended September 30, 2025, compared to $(1,719,038) for the same period in 2024, indicating a deterioration in performance[130]. Assets and Liabilities - Total assets increased to $22.49 million as of September 30, 2025, compared to $2.76 million on December 31, 2024[11]. - Cash and cash equivalents increased to $265,667 as of September 30, 2025, from $15,346 on December 31, 2024[11]. - Total current liabilities decreased to $15.64 million as of September 30, 2025, from $19.37 million on December 31, 2024[11]. - Total liabilities increased from $146,792,889 at December 31, 2024, to $178,284,467 at September 30, 2025, reflecting a growing debt burden[20]. - The company reported total assets of $185,025,450, with total liabilities amounting to $178,284,467, resulting in a shareholders' equity of $6,777,552 as of September 30, 2025[20]. Equity and Stock Transactions - Total stockholders' equity improved to $6.78 million as of September 30, 2025, from a deficiency of $18.63 million on December 31, 2024[11]. - The company issued common stock for convertible notes amounting to $135,000 during the quarter[18]. - The company issued 20,000 shares of preferred stock for the acquisition of water rights, valued at $20,000,000[19]. - The company issued 55,500 shares valued at $141,595 in exchange for services during the nine months ended September 30, 2025[94]. - The Company has issued four series of preferred stock, with distinct rights and preferences outlined in the financial statements[96]. Cash Flow and Operating Activities - Net cash used in operating activities for 2025 was $3,828,797, a decrease from $6,383,464 in 2024, reflecting an improvement of approximately 40%[22]. - The company reported cash and cash equivalents of $265,667 at the end of the period in 2025, down from $456,887 in 2024, representing a decline of about 42%[22]. - The Company has not generated any revenue since March 2025 and requires at least $2,000,000 of working capital to resume minimal operations[167]. - The company reported a cash flow statement for the nine months ended September 30, 2025, indicating ongoing operational activities[21]. Debt and Financing - The company entered into various eighteen-month loans totaling $800,000,000, with a 50% warrant coverage[82]. - The company entered into a revenue purchase agreement amounting to $250 million, with 4% of revenue to be paid weekly until the loan is fully paid[1]. - The company entered into a commercial financing agreement for $815 million, to be paid weekly until the loan is fully repaid[83]. - The company reported a loan in default with a default rate of 46.45%[1]. - The Company issued convertible promissory notes totaling $424,560 in August 2025 and secured convertible promissory notes of $2,200,000 in September 2025 to address capital needs[167]. Strategic Initiatives and Challenges - The company plans to raise approximately $4,000,000 to fulfill a purchase order for bottled water from a customer in the UAE[27]. - The company intends to focus on the distribution of the Chispo brand tequila and the sale of water extracted from its newly acquired Water Assets[28]. - The company acknowledges that strategic initiatives, including acquisitions and divestitures, may not be successful and could divert management's attention from core operations[201]. - The company faces challenges in integrating the Water Assets, including hiring personnel, complying with foreign laws, and establishing production and distribution channels, which may lead to increased costs and reduced profit margins[205]. Internal Controls and Reporting - The company identified material weaknesses in internal controls over financial reporting, specifically a lack of segregation of duties and insufficient accounting personnel, leading to ineffective disclosure controls as of September 30, 2025[193]. - There were no additional changes in internal control over financial reporting during the quarter ended September 30, 2025, that materially affected the company's controls[196]. - The company performed additional analyses to ensure that consolidated financial statements fairly present its financial condition despite control deficiencies[194].

Financial Data and Key Metrics Changes - The company reported a quorum with approximately 52% of the voting power represented at the annual meeting, indicating strong shareholder engagement [6][7] - The preliminary vote report showed that the nominees for election to the board were duly elected, and proposals one through five and seven were approved [12][15] Business Line Data and Key Metrics Changes - The company proposed to approve the issuance of common shares in excess of 379,785 shares, which is 19.99% of the shares outstanding as of June 2025, indicating potential growth in equity financing [10] - The approval of the 2025 equity incentive plan suggests a focus on aligning employee incentives with company performance [11] Market Data and Key Metrics Changes - The company is establishing an equity line of credit with CM Capital Master Fund, LP, which may provide additional liquidity for future operations [10] Company Strategy and Development Direction - The company aims to increase its authorized common stock to 400,000 shares, which may facilitate future capital raises and strategic initiatives [11] - The adjournment of the meeting regarding proposal six indicates ongoing discussions about shareholder interests and capital structure [11] Management's Comments on Operating Environment and Future Outlook - Management expressed a commitment to addressing shareholder questions and maintaining transparency, although no specific comments on the operating environment or future outlook were provided during the meeting [15] Other Important Information - The meeting was conducted virtually, allowing for broader participation from shareholders, which reflects the company's commitment to inclusivity [2][3] - The final vote results will be reported in a Form 8-K to be filed within four business days, ensuring compliance with SEC requirements [13] Q&A Session Summary Question: Were there any questions from shareholders? - There were no questions submitted by shareholders during the meeting, indicating either satisfaction with the information provided or a lack of engagement [15]

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential investment opportunities before the market opens [1] Premarket Gainers - Ventyx Biosciences, Inc. (VTYX) increased by 108% to $8.05 - Brera Holdings PLC (SLMT) rose by 49% to $12.50 - Safe & Green Holdings Corp. (SGBX) gained 39% to $3.18 - American Rebel Holdings, Inc. (AREB) up by 26% to $2.71 - Tango Therapeutics, Inc. (TNGX) increased by 18% to $10.25 - Garrett Motion Inc. (GTX) rose by 14% to $14.30 - ETHZilla Corporation (ETHZ) gained 12% to $17.61 - D-Wave Quantum Inc. (QBTS) increased by 11% to $30.40 - IonQ, Inc. (IONQ) rose by 10% to $61.04 - Megan Holdings Limited (MGN) up by 7% to $2.31 [3] Premarket Losers - Splash Beverage Group, Inc. (SBEV) decreased by 21% to $2.06 - Molina Healthcare, Inc. (MOH) down by 18% to $158.44 - SCHMID Group N.V. (SHMD) fell by 18% to $3.18 - Beyond Meat, Inc. (BYND) decreased by 18% to $2.91 - Agencia Comercial Spirits Ltd (AGCC) down by 16% to $5.07 - Super League Enterprise, Inc. (SLE) fell by 13% to $2.25 - Armata Pharmaceuticals, Inc. (ARMP) decreased by 12% to $5.99 - Applied DNA Sciences, Inc. (BNBX) down by 12% to $4.19 - Ribbon Communications Inc. (RBBN) fell by 12% to $3.49 - Tamboran Resources Corporation (TBN) decreased by 11% to $21.81 [4]

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - Beyond Meat, Inc. (BYND) has seen a substantial increase of 85%, trading at $6.73 [3] - Krispy Kreme, Inc. (DNUT) is up 37%, currently priced at $5.09 [3] - Splash Beverage Group, Inc. (SBEV) has risen by 35%, trading at $2.63 [3] - Rani Therapeutics Holdings, Inc. (RANI) is up 25%, priced at $3.59 [3] - 1-800-FLOWERS.COM, Inc. (FLWS) has increased by 24%, trading at $6.41 [3] - Vicor Corporation (VICR) is up 20%, currently at $79.15 [3] - WORK Medical Technology Group LTD (WOK) has risen by 19%, trading at $4.69 [3] - Intuitive Surgical, Inc. (ISRG) is up 17%, priced at $541.58 [3] - Pegasystems Inc. (PEGA) has increased by 12%, trading at $64.25 [3] - Biodesix, Inc. (BDSX) is up 6%, currently at $7.26 [3] Premarket Losers - Atomera Incorporated (ATOM) has experienced a significant decline of 41%, trading at $2.47 [4] - rYojbaba Co., Ltd. (RYOJ) is down 25%, currently priced at $6.77 [4] - Charming Medical Limited (MCTA) has decreased by 22%, trading at $5.42 [4] - AlphaVest Acquisition Corp (ATMV) is down 21%, priced at $10.63 [4] - Minerva Neurosciences, Inc. (NERV) has seen a decline of 17%, trading at $5.29 [4] - Owlet, Inc. (OWLT) is down 15%, currently at $7.42 [4] - Newegg Commerce, Inc. (NEGG) has decreased by 14%, trading at $42.95 [4] - Aveanna Healthcare Holdings Inc. (AVAH) is down 11%, priced at $9.09 [4] - Terns Pharmaceuticals, Inc. (TERN) has seen a decline of 10%, trading at $7.25 [4] - Bgin Blockchain Limited (BGIN) is down 10%, currently at $4.45 [4]

Financial Data and Key Metrics Changes - The company proposed an amendment to increase the number of authorized shares of common stock from 7,500,000 to 400,000,000, following a reverse split to meet New York Stock Exchange requirements [4][5]. Business Line Data and Key Metrics Changes - No specific data on business lines or key metrics was provided in the meeting [8]. Market Data and Key Metrics Changes - No specific market data or key metrics were discussed during the meeting [8]. Company Strategy and Development Direction and Industry Competition - The increase in authorized shares is aimed at ensuring the company can function properly and support its growth strategy [4][5]. Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the proposal to amend the Articles of Incorporation, indicating a positive outlook for the company's operational capabilities [4][5]. Other Important Information - The proposal was approved by the required vote of stockholders, with final voting results to be reported in a current report Form 8-K to be filed with the SEC [7]. Q&A Session Summary - There were no questions presented during the Q&A session, and the meeting concluded without further inquiries [6][7].

Financial Data and Key Metrics Changes - The company proposed to increase the number of authorized shares of common stock from 7,500,000 to 400,000,000, following a reverse split to meet New York Stock Exchange requirements [4][5]. Business Line Data and Key Metrics Changes - No specific data or metrics regarding individual business lines were provided in the meeting [6]. Market Data and Key Metrics Changes - No specific market data or metrics were discussed during the meeting [6]. Company Strategy and Development Direction and Industry Competition - The increase in authorized shares is aimed at ensuring the company can function properly and support its growth strategy [4][5]. Management's Comments on Operating Environment and Future Outlook - Management did not provide specific comments on the operating environment or future outlook during the meeting [6]. Other Important Information - The proposal to amend the Articles of Incorporation was approved by the required vote of stockholders, with final voting results to be reported in a current report filed with the SEC [7][8]. Q&A Session All Questions and Answers - There were no questions presented during the Q&A session [6][7].

Financial Data and Key Metrics Changes - The company proposed to increase the number of authorized shares of common stock from 7,500,000 to 400,000,000, following a reverse split to meet New York Stock Exchange requirements [4][5]. Business Line Data and Key Metrics Changes - No specific data or metrics regarding individual business lines were provided in the meeting [6]. Market Data and Key Metrics Changes - No specific market data or metrics were discussed during the meeting [6]. Company Strategy and Development Direction and Industry Competition - The proposal to amend the Articles of Incorporation is aimed at ensuring the company can function properly in the market [4][5]. Management's Comments on Operating Environment and Future Outlook - Management did not provide specific comments on the operating environment or future outlook during the meeting [6]. Other Important Information - The proposal to increase the authorized shares was approved by the required vote of stockholders, with final voting results to be reported in a current report Form 8-K filed with the SEC [7]. Q&A Session All Questions and Answers Question: Were there any questions from stockholders? - No questions were presented during the Q&A session [6][7].