Form 8-K

8-K — SPLASH BEVERAGE GROUP, INC.

Accession: 0001731122-26-000810

Filed: 2026-06-03

Period: 2026-06-03

CIK: 0001553788

SIC: 2080 (BEVERAGES)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — e7685_8-k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (e7685_ex99-1.htm)

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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 3, 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)

(Zip Code)

Registrant’s telephone number, including area

code: (954) 745-5815

(Former name or former address, if changed since last

report.): n/a

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))

Indicate by check mark whether the registrant is an

emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange

Act of 1934 (17 CFR §240.12b-2).

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. ☐

Securities registered pursuant to Section 12(b) of

the Act:

Title of Each Class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

SBEV

NYSE American LLC

Item 7.01 Regulation FD Disclosure

On June 3, 2026, Splash Beverage Group, Inc. issued

a press release providing a corporate update on its NYSE compliance process and strategic transaction initiatives. A copy of the press

release is furnished as Exhibit 99.1 of this Current Report on Form 8-K.

The information in this Item 7.01 (including Exhibit

99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”)

or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated by reference into any filing of

the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits,

(d) Exhibits

Exhibit

Description

99.1

Press Release dated June 3, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

SPLASH BEVERAGE GROUP, INC.

Date: June 3, 2026

By:

/s/ Brady

Cobb

Name:

Brady Cobb

Title:

Interim Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: e7685_ex99-1.htm · Sequence: 2

EXHIBIT 99.1

Splash Beverage Group Provides Corporate Update on

NYSE Compliance Process and Strategic Transaction Initiatives

FORT LAUDERDALE, Fla., June 3, 2026 – Splash

Beverage Group, Inc. (NYSE American: SBEV) (“Splash” or the “Company”), today provided a corporate update regarding

its NYSE American compliance process, ongoing strategic transaction initiatives, and certain required disclosures.

NYSE American Compliance Update

As previously disclosed on May 5, 2026, the Company received

notice from NYSE Regulation on April 29, 2026 indicating that the Company was not in compliance with certain continued listing standards

related to stockholders’ equity.

In accordance with NYSE American requirements, Splash

submitted its compliance plan to the Exchange on May 28, 2026 outlining actions management has taken and intends to take in an effort

to restore compliance with applicable listing standards. The Company is currently engaged in ongoing dialogue with NYSE American staff

and is awaiting a determination regarding the plan.

If accepted, the plan would permit the Company to continue

executing its compliance initiatives during a cure period that could extend through January 29, 2027. While no assurance can be given

regarding the Exchange’s determination, management remains focused on maintaining the Company’s NYSE American listing and

advancing initiatives designed to strengthen its financial position.

Strategic Transaction Update

As disclosed in the Company’s Quarterly Report

on Form 10-Q filed on May 20, 2026, the previously announced non-binding Letter of Intent with Medterra CBD, LLC expired on May 4, 2026

without execution of a definitive agreement.

The Letter of Intent was non-exclusive, and since its

expiration the Company has continued actively evaluating strategic opportunities aligned with its transformation toward the cannabinoid

wellness sector. Management is currently engaged in discussions with multiple potential transaction counterparties and has advanced preliminary

negotiations with select parties.

The Company is evaluating several strong opportunities

based on several key criteria, including strategic fit, long-term shareholder value creation, capital structure considerations, and the

potential to mitigate dilution while supporting future growth initiatives.

As part of that, Splash believes the cannabinoid wellness

industry continues to present compelling opportunities for consolidation, brand development, and platform creation, supported by evolving

federal rules supporting the industry. The Company remains focused on identifying opportunities that leverage its public company infrastructure

while supporting established operators and brands within the federally compliant hemp-derived cannabinoid marketplace and, subject to

applicable regulatory and exchange approvals, broader cannabinoid wellness categories.

Management Commentary

“We continue to make progress on multiple fronts,”

said Brady Cobb, Interim Chief Executive Officer of Splash Beverage Group. “The submission of our NYSE compliance plan represents

an important milestone, while our strategic review process remains active and focused on identifying opportunities that we believe can

create long-term value for shareholders. Our objective is to execute a transaction that is strategically compelling, financially responsible,

and aligned with our vision of building a leading cannabinoid wellness platform.”

Going Concern Disclosure

Pursuant to Section 610(b) of the NYSE American Company

Guide, the Company reports that its audited consolidated financial statements for the fiscal year ended December 31, 2025, included in

its Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2026, contain an audit opinion from its

independent registered public accounting firm that includes an explanatory paragraph regarding the Company’s ability to continue

as a going concern.

This disclosure is being made solely to satisfy NYSE

American requirements and does not reflect any amendment or restatement of the Company’s previously filed financial statements or

Annual Report on Form 10-K.

More Information

Splash Beverage Group

Contact Information

Splash Beverage Group

Info@SplashBeverageGroup.com

Dennis Burns

567-237-4132

dburns@SplashBeverageGroup.com

Media Contact

Angela Gorman

AMWPR

angela@amwpr.com

917-348-0083

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements

within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s NYSE compliance

efforts and ability to regain and maintain compliance with NYSE American listing requirements including a potential cure period for its

current deficiency, its efforts and opportunities with respect to potential acquisitions and strategic transactions and the potential

benefits or features of any such transaction, and market opportunities presented by the cannabinoid wellness industry wherein the Company’s

strategic transaction efforts are presently focused. Forward-looking statements are prefaced by words such as “anticipate,”

“expect,” “plan,” “could,” “may,” “will,” “should,” “would,”

“intend,” “potential,” “believe,” “estimate,” “forecast,” “project,”

and similar words.

Forward-looking statements are based on current expectations

and assumptions regarding the Company’s business and future conditions and are subject to inherent uncertainties, risks, and changes

in circumstances that are difficult to predict. Actual results may differ materially from those contemplated by such forward-looking statements

due to a variety of factors, including, without limitation, the Company’s ability to negotiate and enter into definitive agreements

related to any potential acquisitions or strategic transactions, obtain necessary approvals and consents, satisfy closing conditions,

raise sufficient capital, maintain compliance with NYSE American listing standards and avoid a delisting including with respect to its

recently submitted compliance plan or as may arise from recent declines in its stock price or any action the NYSE American may take, challenges

in identifying liabilities and risks in a transaction and in successfully integrate operations of any acquired business, and our ability

to respond to evolving regulatory conditions within the cannabinoid and wellness industries.

Additional information concerning these and other risk

factors is contained in the Company’s filings with the U.S. Securities and Exchange Commission, including its Annual Report on Form

10-K for the year ended December 31, 2025. Any forward-looking statement made by the Company speaks only as of the date on which it is

made. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information,

future developments, or otherwise, except as required by law.

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