Form 8-K

8-K — SPLASH BEVERAGE GROUP, INC.

Accession: 0001731122-26-000851

Filed: 2026-06-12

Period: 2026-06-08

CIK: 0001553788

SIC: 2080 (BEVERAGES)

Item: Entry into a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

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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): June

8, 2026

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 1.01 Entry into a Material Definitive Agreement.

On June 9, 2026, Splash Beverage Group, Inc. (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 investment represents a strategic capital allocation aligned with the Company’s

previously announced plans to pivot into a cannabinoid-based health, wellness, and healthcare-focused platform company, and management

is in discussions with the leadership of Avicanna regarding potential future transactions.

Item 5.02 Departure of Directors or Certain Officers;

Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Michael Bondurant Appointment

On June 8, 2026, the Board of Directors (the “Board”)

of the Company appointed Michael Bondurant, as the Company’s Chief Operating Officer, effective immediately.

Mr. Bondurant is an experienced

operator and entrepreneur with a track record of building, scaling, and fixing businesses across banking, technology, and cannabis. From

May 2019 through June 2021, Mr. Bondurant was the Chief Operating Officer of Bluma Wellness Corp (BWELL:CSE) d/b/a One Plant Cannabis,

and successfully served on the management team that guided the company to a merger transaction with leading multistate operator Cresco

Labs in an all stock transaction valued at $213,000,000. Next, he served as a founder and the Chief Operating Officer of Green Sentry

Holdings, LLC, d/b/a Sunburn Cannabis from August 2022 through December 2023, and has been engaged as a consultant specializing in operational

turn arounds and strategic guidance from December 2023 through present.

There are no arrangements or understandings between

Mr. Bondurant and any other persons, pursuant to which he was selected as Chief Operating Officer, no family relationships among any of

the Company’s directors or executive officers and Mr. Bondurant, and there are no related party transactions involving Mr. Bondurant

that would require disclosure under Item 404(a) of Regulation S-K.

Employment Terms

On June 8, 2026, the Board approved employment terms for Brady Cobb, the Company’s

Interim Chief Executive Officer, pursuant to which Mr. Cobb is entitled to an annual base salary of $300,000 and a performance bonus of

$50,000 upon the Company’s increase in market capitalization of $5,000,000 by October 30, 2026. Further, if the Company increases

market capitalization to over $10,000,000 by December 31, 2026, Mr. Cobb is eligible to receive an additional one-time performance bonus

of $50,000. For any additional market capitalization above $10 million in 2026, Mr. Cobb will be eligible for a 3% bonus on all additional

market capitalization above $10 million in 2026 , up to a maximum of an additional $300,000 potential bonus. After 2026, he will be eligible

to receive performance bonuses subject to the Company achieving revenue targets and profit goals mutually set by the management team and

the Board or Compensation Committee. In addition, on June 8, 2026 Mr. Cobb was granted 925,000 options to purchase Common Stock. See “Option

Grants” below.

On June 8, 2026, the Board approved employment terms for Mr. Bondurant. Pursuant

to which Mr. Bondurant is entitled to an annual base salary of $275,000 and a performance bonus of $50,000 upon the Company’s increase

in market capitalization of $5,000,000 by October 30, 2026. Further, if the Company increases market capitalization to over $10,000,000

by December 31, 2026, Mr. Bondurant is eligible to receive an additional one-time performance bonus of $50,000. For any additional market

capitalization above $10 million in 2026, Mr. Bondurant will be eligible for a 3% bonus on all additional market capitalization above

$10 million in 2026, up to a maximum of an additional $300,000 potential bonus. After 2026, he will be eligible to receive performance

bonuses subject to the Company achieving revenue targets and profit goals mutually set by the management team and the Board or Compensation

Committee. In addition, on June 8, 2026 Mr. Bondurant was granted 800,000 options to purchase Common Stock. See “Option Grants”

below.

Option Grants

On June 8, 2026, on the recommendation of the Compensation

Committee of the Board, the Board approved the following grants of 10-year stock options to purchase shares of the Company’s Common

Stock under the Company’s 2025 Equity Incentive Plan (the “2025 Plan”), each with an exercise price of $0.25 per share,

to certain officers, directors, employees and consultants. These option grants are summarized below, and except as otherwise indicated

are fully vested. These option grants constitute all of the shares of Common Stock reserved for issuance under the 2025 Plan:

● Brady

Cobb, Interim Chief Executive Officer and director: 925,000 options

● Michael

Bondurant, Chief Operating Officer: 800,000 options

● Martin

Scott, Chief Financial Officer: 700,000 options

● Francis

Knuettel, director: 500,000 options

● William

Caple, director: 500,000 options

● Thomas

Fore, director: 500,000 options

● Chrisopher

Polaszek, acting general counsel: 340,780 options

● Peter

Lipinsko, Finance: 50,000 options

● Justin

Yorke, consultant/former director: 500,000 options with vesting pursuant to his consulting

agreement as follows: (i) 250,000 options are vested upon grant, and (ii) 250,000 options

will vest on at the end of the initial term of the consulting agreement, subject to continued

services as of each applicable vesting date. The consulting agreement provides that if he

is terminated for cause, he will not be entitled to any unearned or unvested compensation.

● William

Meisnner, consultant/former President: 250,000 options with vesting pursuant to his consulting

agreement as follows: (i) 125,000 options are vested upon grant, and (ii) 125,000 options

will vest on at the end of the initial term of the consulting agreement, subject to continued

services as of each applicable vesting date. The consulting agreement provides that if he

is terminated for cause, he will not be entitled to any unearned or unvested compensation.

● Robert

Nistico, consultant, former CEO/director: 250,000 options with vesting pursuant to his consulting

agreement as follows: The first vesting is if the Company acquires Medterra CBD, LLC. If

the first vesting threshold is met: (i) 125,000 options vest immediately, and (ii) 125,000

options will vest on at the end of the initial term of the consulting agreement, subject

to continued services as of each applicable vesting date. The consulting agreement provides

that if he is terminated for cause, he will not be entitled to any unearned or unvested compensation.

Strategic Transformation Restricted Stock Unit (“RSU”) Plan

On June 8, 2026 the Company’s Board voted to

approve and adopt a Strategic Transformation Restricted Stock Unit Plan (the “RSU Plan”) designed to align management, directors,

and key advisors with the successful execution of the Company’s strategic transition into the cannabinoid wellness and pharmaceutical

sectors. This RSU Plan is not designed to reward a transaction; but rather is designed to reward the successful transformation of the

Company and the creation of sustainable stockholder value.

The Company has publicly communicated its intention

to pursue strategic alternatives that may result in a merger, acquisition, business combination, or other transformational transaction

that positions the Company for long-term growth and stockholder value creation.

The Board approved the RSU Plan recognizing that successfully

identifying, negotiating, financing, closing, and integrating such a transaction, while simultaneously restoring and maintaining compliance

with applicable NYSE listing standards, will require extraordinary efforts from management, directors, and key advisors.

The RSU Plan, which is subject to stockholder approval

in accordance with NYSE American rules, is summarized as follows:

Proposed Plan Structure

The RSU Plan will represent 20% of the Company’s

fully diluted shares outstanding, which is presently approximately 8,373,000 shares.

Adoption of the RSU Plan requires and will not be

effective prior to the Company obtaining stockholder approval.

Stockholder approval of the RSU Plan is expected to

be an express closing condition to any merger, business combination, change of control transaction, or other strategic transaction approved

by the Board.

Awards under the RSU Plan will be determined by the

Compensation Committee and Board of Directors based upon contributions to the successful execution of the Company’s strategic transformation.

Vesting Framework

Subject to stockholder approval, the RSU Plan is expected

to have the following performance-based vesting structure:

• 50% of awarded RSUs vest upon closing

of the strategic transaction (inclusive of stockholder approval of the RSU Plan);

• 25% of awarded RSUs vest upon achievement

of NYSE listing compliance including with respect to the recent notice of stockholders’ equity deficiency received by the Company;

• 25% of awarded RSUs vest six months

following achievement of the NYSE compliance referred to above, subject to continued service and/or a consulting role.

Strategic Rationale

The proposed RSU Plan is intended to directly align

the interests of management, directors, and key advisors with those of stockholders. Unlike traditional equity compensation programs,

the proposed awards will be tied to the successful completion of a transformational transaction and the achievement of critical post-closing

milestones that are expected to drive long-term stockholder value.

The Board believes this structure will appropriately

reward performance, promotes retention through a critical transition period, and ensures that participants realize value only upon the

successful execution of the Company’s strategic objectives. Management and the Board are effectively committing a significant portion

of their future compensation opportunity to the successful completion of the Company’s transformation strategy, including the achievement

of NYSE compliance and the delivery of a transaction designed to maximize shareholder value.

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: June 12, 2026

SPLASH BEVERAGE GROUP, INC.

By:

/s/ Brady Cobb

Brady Cobb, Interim Chief Executive Officer

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