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8-K ·Filed May 5, 2026
SB

SBEVW

SPLASH BEVERAGE GROUP, INC.
BEARISH
Impact 8/10
Horizonweeks Processed5mo ago SEC0001731122-26-000668
Killer combo: Material agreement + unregistered equity (likely PIPE/convertible)
Actionable Insight ▼ Bearish

Delisting appears highly probable unless the Medterra merger closes. Monitor the compliance plan submission by May 29 and NYSE's acceptance. The dilutive financings signal desperate capital raising; any delay in the merger could trigger a delisting. Avoid holding through the cure period unless the merger is definitive.

DirectionBearish
Confidencehigh
Horizonweeks

Price Chart

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Executive Summary

Splash Beverage Group received a NYSE delisting notice due to negative shareholders' equity of ($15,300,828) as of Dec 31, 2025, violating the $6M minimum requirement. The company must submit a compliance plan by May 29, 2026, and has until Jan 29, 2027 to regain compliance, likely through its proposed merger with Medterra CBD. Additionally, the company disclosed multiple dilutive financing arrangements, including a $200,000 convertible preferred stock issuance with a 12% dividend and warrants, and a $30,000 loan with an option to purchase $300,000 in stock at a 50% discount. The combination of delisting risk, negative equity, and shareholder dilution indicates severe financial distress.

Key Financial Metrics

Deal Type
merger
Offering Size
$200.0K

Key Facts

  • NYSE delisting notice received April 29, 2026 for failure to meet $6M shareholders' equity requirement; actual equity was ($15,300,828)
  • Must submit compliance plan by May 29, 2026; cure period extends to Jan 29, 2027
  • Potential merger with Medterra CBD, LLC is the primary path to regain compliance; LOI signed, definitive agreement not yet executed
  • Issued Series A-1 Convertible Preferred Stock for $200,000 with 12% cumulative dividend, conversion at lower of $4.00 or 80% of 5-day VWAP (floor $1.25), and warrants for 50,000 shares at $4.00
  • Borrowed $30,000 from DMF Ventures, repaid, but granted option to purchase $300,000 common stock at 50% of 7-day VWAP, expiring 2035
  • Agreement to cancel Series D Convertible Preferred in exchange for 227,200 common shares (subject to NYSE approval)
  • Prior cross-filings show $2.83M loan default demand and executive departures, amplifying distress

Financial Impact

Shareholders' equity negative at ($15,300,828); potential dilutive impact from up to $500,000 in convertible securities and warrants; delisting would severely impact liquidity and institutional ownership

shareholders equitydilutionliquidity

Risk Factors

  • Delisting from NYSE American if compliance plan is rejected or not executed by Jan 29, 2027
  • Massive dilution from convertible securities and warrants could further depress stock price
  • Merger with Medterra may fail due to financing conditions or lack of shareholder approval
  • Continued negative equity and operating losses may lead to bankruptcy or forced restructuring

Market Snapshot

Exchange
OTC
Sector
Beverages

Investment Themes

Consumer & Retail

Documents Analyzed

This report is based on 5 SEC documents filed with EDGAR.

DocumentAccession Number
8-K Filing (Primary)0001731122-26-000668
Document: e7604_ex99-1.htm0001731122-26-000668
Document: 0001731122-26-000668-index-headers.html0001731122-26-000668
Document: 0001731122-26-000668-index.html0001731122-26-000668
Document: 0001731122-26-000668.txt0001731122-26-000668
5 reports for SBEVW
Performance horizon
Filters
Rows
Reports for SBEVW — sortable, filterable
TypeNow
Jun 3, 2026
20w ago
8-K
BEARISH ★ 6/10
$0.001100awaiting T+20——
May 15, 2026
23w ago
8-K
NEUTRAL ★ 3/10
$0.002100awaiting T+20——
May 5, 2026
25w ago
8-K
BEARISH ★ 8/10
—awaiting T+20——
Apr 27, 2026
26w ago
8-K
NEUTRAL ★ 2/10
—awaiting T+20——
Apr 24, 2026
26w ago
8-K
BEARISH ★ 8/10
—awaiting T+20——
Showing 5 of 5

US Market Status

Market Closed — Opens Wed (15h 33m)

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Report published May 5, 2026