SPLASH BEVERAGE GROUP, INC. 8-K

What Happened Splash Beverage Group, Inc. (SBEV) filed an 8-K reporting two equity events: on January 27, 2026 the company sold 145,029 shares of common stock for total gross proceeds of $98,170 under its Common Stock Purchase Agreement and Registration Rights Agreement (the “ELOC Agreement,” dated Sept. 19, 2025). Separately, on October 27, 2025, November 25, 2025 and December 11, 2025 the company issued a total of 360,648 shares upon conversion of $200,000 of convertible promissory notes.

Key Details

• 145,029 shares sold on Jan 27, 2026 for $98,170 under the previously disclosed ELOC Agreement (Sept. 19, 2025; disclosed in 8-K filed Sept. 25, 2025).
• 360,648 shares issued on Oct 27, Nov 25 and Dec 11, 2025 upon conversion of $200,000 in convertible notes.
• The ELOC sales were exempt from registration under Section 4(a)(2) and Rule 506(b) of the Securities Act; the note conversions were exempt under Section 3(a)(9).

Why It Matters These transactions increase the company’s outstanding common shares, which can dilute existing shareholders’ ownership percentage. The ELOC sale provided roughly $98k in immediate cash proceeds, while the note conversions reduced the company’s outstanding debt by $200k by issuing equity instead of cash repayment. Investors should note the use of unregistered offerings and conversions as ongoing financing tools and monitor future disclosures for total share count and potential further dilution.