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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/27/22 Splash Beverage Group, Inc. 8-K:1,8,9 9/22/22 15:665K Electro Filings LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 35K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 278K 3: EX-5.1 Opinion of Counsel re: Legality HTML 13K 4: EX-99.1 Miscellaneous Exhibit HTML 15K 5: EX-99.2 Miscellaneous Exhibit HTML 25K 10: R1 Cover HTML 50K 13: XML IDEA XML File -- Filing Summary XML 13K 11: XML XBRL Instance -- e4096_8-k_htm XML 20K 12: EXCEL IDEA Workbook of Financial Reports XLSX 8K 7: EX-101.DEF XBRL Definitions -- sbev-20220922_def XML 74K 8: EX-101.LAB XBRL Labels -- sbev-20220922_lab XML 103K 9: EX-101.PRE XBRL Presentations -- sbev-20220922_pre XML 71K 6: EX-101.SCH XBRL Schema -- sbev-20220922 XSD 15K 14: JSON XBRL Instance as JSON Data -- MetaLinks 27± 36K 15: ZIP XBRL Zipped Folder -- 0001731122-22-001653-xbrl Zip 100K
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): i September 22, 2022
| i SPLASH BEVERAGE GROUP, INC. |
| (Exact Name of Registrant as Specified in Its Charter) |
| i Nevada |
| (State or Other Jurisdiction of Incorporation) |
| i 001-40471 | i 34-1720075 | |
| (Commission File Number) | (IRS Employer Identification No.) |
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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | 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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
C:
Item 1.01 Entry into a Material Definitive Agreement.
On September 23, 2022, Splash Beverage Group, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters, which provided for the issuance and sale by the Company and the purchase by the underwriters, in a firm commitment underwritten public offering (the “Offering”), of 2,000,000 shares of the Company’s common stock, $0.001 par value per share. Subject to the terms and conditions contained in the Underwriting Agreement, the shares were sold at a public offering price of $1.55 per share, less certain underwriting discounts and commissions. The Company also granted the underwriters a 45-day option to purchase up to 300,000 additional shares of the Company’s common stock on the same terms and conditions for the purpose of covering any over-allotments in connection with the Offering. The net offering proceeds to the Company from the Offering are approximately $2.7 million after deducting estimated underwriting discounts and commissions and other estimated offering expenses. The Company intends to use net proceeds from the Offering to support additional distribution and retail authorizations gained recently.
The Offering closed on September 27, 2022 and was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-259865), which was declared effective by the Securities and Exchange Commission (the “SEC”) on October 8, 2021 under the Securities Act of 1933, as amended (the “Securities Act). A final prospectus describing the terms of the Offering was filed with the SEC on September 26, 2022 and is available on the SEC’s website located at http://www.sec.gov.
The Underwriting Agreement contains customary representations, warranties and covenants of the Company, customary conditions to closing, indemnification obligations of the Company and the underwriters, including for liabilities under the Securities Act, and termination and other provisions customary for transactions of this nature. The Company and certain of its executive officers and directors have also agreed not to sell or transfer any securities of the Company held by them for a period of ninety (90) days from the date of the Offering, subject to limited exceptions.
This Current Report on Form 8-K contains forward-looking statements, such as statements related to the use of proceeds from the Offering, that involve risks and uncertainties, many of which are detailed from time to time in the Company’s filings with the SEC.
C:
The foregoing summary of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Information.
On September 22, 2022, the Company issued a press release announcing the proposed Offering. A copy of this press release is filed as Exhibit 99.1 hereto, and incorporated herein by reference.
On September 23, 2022, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is filed as Exhibit 99.2 hereto, and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits: |
| Number | Description | |
| 1.1 | Underwriting Agreement, dated September 23, 2022, by and between Splash Beverage Group, Inc. and EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters | |
| 5.1 | Opinion of Sichenzia Ross Ference LLP | |
| 23.1 | Consent of Sichenzia Ross Ference LLP (included in the Opinion of Sichenzia Ross Ference LLP filed as Exhibit 5.1) | |
| 99.1 | Press Release issued September 22, 2022 | |
| 99.2 | Press Release issued September 23, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
C:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| SPLASH BEVERAGE GROUP, INC. | ||
| Dated: September 27, 2022 | By: | /s/ Robert Nistico |
| Name: | Robert Nistico | |
| Title: | Chief Executive Officer | |
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/27/22 | |||
| 9/26/22 | 424B5 | |||
| 9/23/22 | ||||
| For Period end: | 9/22/22 | 424B5 | ||
| 10/8/21 | EFFECT | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/29/24 Splash Beverage Group, Inc. 10-K 12/31/23 78:18M Electro Filings LLC/FA 5/10/23 Splash Beverage Group, Inc. 424B3 1:72K Electro Filings LLC/FA 4/21/23 Splash Beverage Group, Inc. S-3 6:348K Electro Filings LLC/FA 3/31/23 Splash Beverage Group, Inc. 10-K 12/31/22 69:5.6M Electro Filings LLC/FA |