UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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EXPLANATORY NOTE
This Current Report on Form 8-K/A amends Item 3.02 of the Current Report on Form 8-K which was filed with the Securities and Exchange Commission on November 14, 2025, by Splash Beverage Group, Inc. (the “Company”), solely for the purpose of correcting the year of the date of maturity of the senior promissory notes as described in Item 3.02.
Item 3.02 Unregistered Sales of Equity Securities.
Note Financing
On November 12, 2025, Splash Beverage Group, Inc. (the “Company”) borrowed a total of $500,000 from two accredited investors and issued to such investors senior promissory notes in the total combined original principal amount of $588,235.30, representing a 15% original issue discount (the “Notes”). The Notes mature on February 12, 2026, and accrue interest at a rate of 6% beginning on the 30-day anniversary of the issuance date. The Notes contain customary events of default, the occurrence of which would result in acceleration of the maturity date thereof.
The Notes also provide that if the Company completes any public offering or private placement of its equity, equity-linked or debt securities, the holder may, in its sole discretion, elect to apply as purchase consideration for such transaction: (i) all, or any portion, of the then outstanding principal amount of the Note and any accrued but unpaid interest, and (ii) any securities of the Company then held by the holder, at their fair value.
The foregoing description of the Notes does not purport to be complete and is qualified in its entirety by the full text of the Notes, a form of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit # | Exhibit Description | |
| 4.1 | Form of Senior Promissory Note (incorporated herein by reference to Exhibit 4.1 filed with the SEC on November 14, 2025) |
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: November 17, 2025
| SPLASH BEVERAGE GROUP, INC. | ||
| By: | /s/ William Meissner | |
| William Meissner, President | ||