SPLASH BEVERAGE GROUP, INC. 8-K

What Happened
Splash Beverage Group, Inc. (SBEV) filed an 8-K on January 26, 2026 announcing it entered a Letter Agreement with C/M Capital Master Fund, LP to substitute a promissory note for the “Commitment Shares” previously due under the parties’ September 19, 2025 equity line of credit (ELOC) agreement. The Note has an initial principal of $525,000 (subject to increase up to $700,000 to reflect an additional 0.5% of the previously owed Commitment Shares), bears no interest unless an event of default (then 10% per year), and matures on January 26, 2028.

Key Details

• Date of action: January 26, 2026; parties: Splash Beverage Group and C/M Capital Master Fund, LP.
• Note principal: $525,000 initially; may increase to $700,000 tied to additional ELOC sales (reflecting extra 0.5% Commitment Shares).
• Interest and maturity: no interest unless default (then 10% p.a.); maturity January 26, 2028.
• Repayment terms: after prior September 22, 2025 promissory notes to the investor and an affiliate are repaid, the Note is subject to mandatory prepayments equal to 30% of net ELOC proceeds after the first $3 million of such proceeds.

Why It Matters
This change replaces an immediate issuance of common shares with a debt instrument, which limits near-term shareholder dilution from the Commitment Shares while creating a formal repayment obligation. The Note’s interest kicks in only on default, so it is low-cost unless funds are missed, and mandatory prepayment from future ELOC proceeds (after $3M) prioritizes repayment. Investors should note the company has taken on a multi-year debt obligation tied to its equity line of credit arrangement with C/M Capital.