SPLASH BEVERAGE GROUP, INC. 8-K

What Happened

• Splash Beverage Group, Inc. (SBEV) filed an 8-K on March 12, 2026 reporting that on March 4, 2026 it entered a letter of intent (LOI) with Medterra CBD, LLC for a potential business combination. The Merger is subject to due diligence, execution of a definitive merger agreement, audited Medterra financials, customary closing conditions and shareholder approval.
• The LOI contemplates an enterprise value for Medterra of $37.6 million (approximately 75,200,000 shares issued, assuming repayment of Medterra debt). Splash must raise capital to pay off Medterra’s outstanding debt of about $10.4 million.

Key Details

• Structure at closing: Medterra investors receive common stock equal to up to 19.99% of Splash’s outstanding common shares; remaining consideration issued as two series of convertible preferred (Series X and Series X-1) that convert at $0.50 per share (with downside protections and a floor tied to NYSE American rules).
• Series mechanics: Series X and X-1 will carry a 110% original issue discount, may not vote or convert until shareholder approval, include customary liquidation preferences and other rights, and offer redemption up to $5.0M from up to 50% of net proceeds of future securities offerings.
• Working capital and governance: LOI requires minimum Medterra working capital at closing of $4.0M and contemplates adding certain Medterra officers/directors to Splash’s management/board (subject to NYSE American rules).
• Lender terms and timeline: Series X-1 to Medterra’s lender in exchange for cancellation of its Medterra warrants; if Splash fails to use commercially reasonable efforts to obtain required shareholder approval within the earlier of (i) 120 days after closing or (ii) 50 days after filing the definitive proxy, Splash pays $250,000 in liquidated damages.

Why It Matters

• This LOI signals a material potential acquisition that would materially change Splash’s capital structure and shareholder mix (issuance of up to ~75.2M shares and convertible preferred). Investors should note the transaction is not final — it requires definitive agreements, audited financials, and shareholder approval — and Splash will need to raise capital to retire Medterra’s ~$10.4M debt.
• Key near-term items to watch: execution of the definitive merger agreement, audited Medterra financial statements, the company’s financing to pay Medterra debt, proxy filing and timing of shareholder vote, and any dilution or governance changes from the preferred/share issuances.