~~Registration~~As ~~No.~~filed ~~333-~~with the Securities and Exchange Commission on June 12, 2026

Registration No. 333-____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SPLASH BEVERAGE GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

2080		34-1720075
(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

~~1314~~1112 ~~E Las Olas Blvd~~N. ~~Suite~~Flagler ~~221~~Drive

Fort Lauderdale, Florida ~~33301~~33304

Phone: (954) ~~745~~648-~~5815~~7238

(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)

~~William~~Brady ~~Meissner~~Cobb

~~President~~Interim Chief Executive Officer

~~1314~~1112 ~~E Las Olas Blvd~~N. ~~Suite~~Flagler ~~221~~Drive

Fort Lauderdale, Florida ~~33301~~33304

Phone: (954) ~~745~~648-~~5815~~7238

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

Michael Harris, Esq.

Constantine Christakis, Esq.

Nason, Yeager, Gerson, Harris & Fumero, P.A.

3001 PGA Boulevard, Suite 305

Palm Beach Gardens, Florida 33410

(561) 686-3307

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐

The ~~Registrant~~registrant hereby amends this ~~Registration Statement~~registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this ~~Registration~~registration ~~Statement~~statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the ~~Registration~~registration ~~Statement~~statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this preliminary Prospectus is not complete and may be changed. Neither we nor the selling security holders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated ~~December~~June 2212, ~~2025~~2026

SPLASH BEVERAGE GROUP, INC.

~~7,765,238 Shares of Common Stock~~PROSPECTUS

This Prospectus is a part of the registration statement relates to the sale or other disposition from time to time by the selling stockholders identified in this Prospectus (the “Selling Stockholders”) of up to 710,~~765,238 shares of Common Stock, par value $0.001 per share (“Common Stock”) consisting of: (i) up to 120,~~000 ~~shares of Common Stock which may be issued upon the conversion of Series A-1 Convertible Redeemable Preferred Stock of the Company (the “Series A-1”)~~, (ii) up to 2,103,040 shares of Common Stock which may be issued upon the conversion of Series B Convertible Redeemable Preferred Stock (the “Series B,” and together with the Series A-1, the “Preferred Stock”), (iii) up to 75,000 ~~shares~~Shares of Common Stock which may be issued upon the exercise of certain outstanding Class A Warrants (the “A Warrants”) and Class B Warrants (the “B Warrants,” and together with the A Warrants, the “Warrants”), and (iv) up to 5,467,198 shares of Common Stock which may be issued upon conversion of Original Issue Discount Secured Convertible Notes dated September 22, 2025 (the “Notes,” and together with the Preferred Stock and Warrants, the “Convertible Securities”). All of the Common Stock, when sold, will be sold by the Selling Stockholders. We are not selling any Common Stock under this Prospectus and will not receive any of the proceeds from the sale or other disposition of the Common Stock by the selling stockholders. We will, however, receive the net proceeds of any Warrants exercised for cash, if any. The Selling Stockholders became entitled to receive the shares of Common Stock which are issuable upon their conversion or exercise of the Convertible Securities and which are offered by this Prospectus in the private placements consummated from June through September, 2025 in reliance on exemptions from registration under the Securities Act of 1933 (the “Securities Act”). Please see the section entitled “Private Placements” on page 23 of this Prospectus for more information.

~~The~~This ~~Selling~~Prospectus ~~Stockholders~~relates ~~may~~to ~~sell~~the orpotential ~~otherwise~~resale ~~dispose~~from time ofto ~~the~~time ~~Common~~by ~~Stock covered~~C/M byCapital ~~this~~Master ~~Prospectus~~Fund, inLP a(the ~~number~~“Selling Stockholder” or “C/M”) of ~~different~~up ~~ways~~to ~~and~~10,000,000 atshares ~~varying~~of Common ~~prices~~Stock, par value $0.001 Weper ~~provide~~share, ~~more~~of ~~information~~Splash ~~about~~Beverage ~~how~~Group, Inc. (the ~~Selling~~“Company,” ~~Stockholders~~“Splash,” “we,” ~~may~~“our” ~~sell~~ or ~~otherwise~~“us”). ~~dispose~~The shares of ~~the~~ Common Stock ~~covered~~to bywhich this Prospectus inrelates ~~the~~consist ~~section~~of ~~entitled~~shares ~~“Plan~~that ofhave ~~Distribution”~~been or onmay ~~page~~be ~~26.~~issued ~~For~~by ~~information~~us onto the ~~selling~~Selling ~~stockholders~~Stockholder pursuant to a Securities Purchase Agreement, ~~see~~dated September 19, 2025 between us and the Selling ~~section~~Stockholder ~~entitled~~(the “~~Selling~~Purchase ~~Stockholders~~Agreement” onor ~~page~~the ~~[49]~~“ELOC Agreement”), establishing an equity line of ~~this~~credit ~~Prospectus.~~(such ~~Discounts~~transaction, ~~concessions,~~the ~~commissions~~“ELOC”). ~~and~~Such ~~similar~~shares ~~selling~~of ~~expenses~~Common ~~attributable~~Stock consists of up to ~~the~~10,000,000 ~~sale~~shares of Common Stock, ~~covered~~or bythe ~~this~~“Purchase ~~Prospectus~~Shares,” ~~will~~that bewe ~~borne~~may byelect, ~~the~~in ~~Selling~~our ~~Stockholders.~~sole Wediscretion, ~~will~~subject ~~pay~~to ~~all~~the ~~expenses~~restrictions ~~(other~~and ~~than~~satisfaction ~~discounts,~~of ~~concessions,~~the ~~commissions~~conditions ~~and~~in ~~similar~~the Purchase ~~selling~~Agreement, ~~expenses)~~to ~~relating~~issue and sell to the ~~registration~~Selling ofStockholder, ~~the~~from ~~Common~~time ~~Stock~~to ~~with~~time ~~the~~from ~~Securities~~ and ~~Exchange~~after ~~Commission~~the Commencement Date (as defined below) under the Purchase Agreement. See “~~SEC~~The Purchase Agreement”) at page 7 for a description of the Purchase Agreement and the transactions contemplated thereby.

Our Common Stock is ~~currently~~ traded on the NYSE American (the “NYSE American”) under the symbol “SBEV.” On ~~December~~June 1810, ~~2025~~2026, the last reported ~~sales~~sale price ~~for~~of our Common Stock on the NYSE American was $10.1029 per share.

~~The~~We ~~applicable~~are ~~prospectus~~not ~~supplement~~selling any securities under this Prospectus and will ~~contain~~not receive any of the proceeds from the sale of the shares of our Common Stock by the Selling Stockholder. However, we may receive ~~information~~up to $32,164,892 ~~where~~in ~~applicable~~aggregate gross proceeds from the sale of the shares of Common Stock to the Selling Stockholder under the Purchase Agreement which represents the total maximum amount under the Purchase Agreement less prior sales, asfrom time to ~~any~~time ~~other~~in ~~listing~~our discretion, subject to the restrictions and satisfaction of the ~~securities~~conditions onin the ~~NYSE~~Purchase ~~American~~Agreement, orafter ~~any~~the ~~other~~date ~~securities~~the ~~market~~registration orstatement ~~exchange~~that ~~covered~~includes bythis Prospectus is declared effective and after satisfaction of other conditions in the ~~prospectus~~Purchase ~~supplement~~Agreement. ~~Prospective~~The ~~purchasers~~actual ofproceeds from ~~our~~the ~~securities~~Selling ~~are~~Stockholder ~~urged~~may tobe ~~obtain~~less ~~current~~than ~~information~~this asamount todepending on the ~~market~~number of shares of our Common Stock sold and the price at ~~prices~~which the shares of our ~~securities,~~Common ~~where~~Stock ~~applicable~~are sold.

AnThe ~~investment~~Selling inStockholder ~~our~~may ~~securities~~sell isall ~~subject~~or toa ~~certain~~portion ~~risks~~of ~~and~~the ~~should~~shares beof ~~made~~our ~~only~~Common byStock ~~persons~~acquired under the Purchase Agreement on the NYSE American or ~~entities~~through ~~able~~private totransactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with the ~~risk~~registration of the shares of our Common Stock, including with regard to compliance with state securities or “blue sky” laws. The Selling Stockholder will bear all commissions and markdowns, if any, attributable to ~~withstand~~its ~~the~~sale ~~total~~of ~~loss~~shares of ~~their~~our ~~investment~~Common Stock. ~~Prospective~~See “Plan of Distribution” ~~investors~~for ~~should~~more ~~carefully~~information ~~consider~~about ~~and~~how ~~review~~the Selling Stockholder may sell the shares of Common Stock being registered pursuant to this Prospectus. The Selling Stockholder is deemed to be an underwriter under the Securities Act of 1933 (the “~~Risk~~Securities ~~Factors~~Act”) ~~beginning~~with respect to the resale of shares sold by it on ~~page~~the 4NYSE American.

~~Neither~~You ~~the~~should ~~U.S.~~read ~~Securities~~this Prospectus and ~~Exchange~~any ~~Commission~~Prospectus ~~nor~~supplement ~~any state~~ or ~~other~~amendment, ~~securities~~together ~~commission~~with ~~has~~additional ~~approved~~information ordescribed ~~disapproved~~under ofthe ~~these~~headings ~~securities~~“Where orYou ~~determined~~Can ifFind ~~this~~More ~~Prospectus is truthful~~Information”, orcarefully ~~complete.~~before ~~Any~~you ~~representation~~invest toin ~~the~~our ~~contrary is a criminal offense~~securities.

~~This~~Investing ~~Prospectus~~in isour ~~dated~~securities ~~___~~involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 5 of this Prospectus, ~~202__~~and under similar headings in any amendment or supplement to this Prospectus or in any other documents incorporated by reference into this Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is ______ ___, 2026.

Table of Contents

	Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	iv1
PROSPECTUS SUMMARY	12
RISK FACTORS	4
THE PRIVATE PLACEMENTS	20
THE PURCHASE AGREEMENT	23
USE OF PROCEEDS	2327
PLAN OF DISTRIBUTION	2328
DIVIDEND POLICY	2530
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2530
BUSINESS	3135
MARKET FOR COMMON STOCK	36
MANAGEMENT	37
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	4239
EXECUTIVE COMPENSATION	4341
PRINCIPAL STOCKHOLDERS	4546
DESCRIPTION OF OUR SECURITIES	4648
THE SELLING STOCKHOLDERS	49
THE SELLING STOCKHOLDER	50
LEGAL PROCEEDINGS	5253
LEGAL MATTERS	5255
EXPERTS	5355
WHERE YOU CAN FIND MORE INFORMATION	5355
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE	5355
EXHIBIT INDEX	II-86
SIGNATURES	II-1210

The Selling ~~Stockholders~~Stockholder ~~are~~is offering to sell, and ~~seeking~~ seeking offers to buy, our securities only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this Prospectus. We have not authorized anyone to provide you with any information other than the information contained in this Prospectus. The information contained in this Prospectus is accurate only as of the date of this Prospectus or such other date stated in this Prospectus, regardless of the time of our delivery or of any sale or delivery of our securities and our business, financial condition, results of operations and/or prospects may have changed since those dates. Neither the delivery of this Prospectus nor any sale or delivery of our securities shall, under any circumstances, imply that there has been no change in our affairs since the date of this Prospectus. This Prospectus will be updated and made available for delivery to the extent required by the federal securities laws.

Unless otherwise indicated, data contained in this Prospectus concerning our business are based on information from various public sources. Although we believe that these data are generally reliable, such information is inherently imprecise, and our estimates and expectations based on these data involve a number of assumptions and limitations. As a result, you are cautioned not to give undue weight to such data, estimates or expectations.

In this Prospectus, unless the context indicates otherwise, references to “Splash”, “we”, the “Company,” “our” and “us” refer to the activities of and the assets and liabilities of the business and operations of Splash Beverage Group, Inc.

iii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus, including documents incorporated by reference into this Prospectus, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Such forward-looking statements include those statements that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact, including expectations relating to our plans with respect to our ~~ongoing~~legacy beverage ~~businesses~~business, ~~and~~potential ~~consideration~~acquisitions ofand strategic ~~alternatives~~transactions, and our ability to raise the necessary working capital. Forward-looking statements can generally be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “should,” “would,” “intend,” “seem,” “potential,” “appear,” “continue,” “future,” believe,” “estimate,” “forecast,” “project” and other words of similar meaning, although not all forward-looking statements contain these identifying words. In particular, these forward-looking statements include, among others, statements about our intended use of proceeds, the development and commercialization of beverages and their potential qualities and success.

These statements are based on our current expectations and projections and involve estimates, assumptions, risks and uncertainties that could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed in this Prospectus and the documents incorporated by reference herein. Important factors that could cause actual results to differ from those in the forward-looking statements include the risks and uncertainties arising from our need for additional capital to ~~continue~~resume ~~and expand~~ our revenue-generating operations, our ability to raise the capital needed on favorable terms or at all, our ability to meet regulatory requirements including the rules of the New York Stock Exchange (the “NYSE”) and maintain the listing of our Common Stock on the NYSE American, ~~our~~and ~~ability~~avoid toa ~~meet~~delisting ~~our~~including ~~debt~~with ~~obligations~~respect ~~and~~to ~~the~~our ~~negative~~recently ~~financial~~submitted ~~and~~compliance ~~operational~~plan ~~consequences~~or ofas ~~failing~~may toarise dofrom ~~so,~~recent ~~our~~declines ~~ability~~in toits ~~generate~~stock price ~~revenue~~or ~~from~~any ~~our~~action ~~beverage~~the ~~businesses~~NYSE American may take, our ability to ~~pursue~~meet ~~and execute on~~ our ~~business~~debt ~~plan~~obligations ~~including new ventures~~ and the ~~risks~~negative financial and ~~challenges~~ weoperational ~~will~~consequences of ~~face~~failing into ~~such~~do ~~endeavors~~so, ~~challenges~~our inability ~~protecting~~to ~~and~~negotiate, ~~maintaining~~executive ~~intellectual~~definitive ~~property~~agreement ~~rights~~for, ~~including~~and ~~under~~close ~~existing agreements,~~an ~~the~~acquisition ~~intense~~of ~~competition~~a webusiness ~~face~~ in ~~our~~the ~~industry,~~cannabinoid or ~~and~~wellness ifspace weor ~~pursue~~other ~~any~~ strategic ~~alternatives~~transactions, and the ~~many~~ risks weand ~~may~~uncertainties ~~encounter~~ disclosed in ~~evaluating~~“Risk ~~any~~Factors” ~~such~~contained ~~alternatives and consummating any transaction~~herein. We also refer you to the Risk Factors which begin on page 45 of this Prospectus, and the other documents incorporated by reference into this Prospectus for both an expanded discussion of the risks and uncertainties described above and additional risks and uncertainties that could cause actual results to differ materially and adversely from those expressed or implied by forward-looking statements. However, factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them.

You should read this Prospectus and the documents that we reference herein, completely and with the understanding that our actual future results may be materially different from what we expect. You are cautioned not to place undue reliance on the forward-looking statements contained in, or incorporated by reference into, this Prospectus. Each forward-looking statement speaks only as of the date of this Prospectus or, in the case of documents incorporated by reference, the date of the applicable document (or any earlier date indicated in the statement), and we undertake no obligation to update or revise any of these statements, whether as a result of new information, future developments or otherwise, except as required by law. We qualify all of our forward-looking statements by these cautionary statements.

iv1

PROSPECTUS SUMMARY

This summary highlights selected information that is presented in greater detail elsewhere in this Prospectus. This summary does not contain all the information you should consider before investing in our Common Stock. You should read this entire Prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our financial statements and the related notes included elsewhere in this Prospectus, before making an investment decision.

About Us – Company Overview

WeSplash ~~are~~is a Nevada corporation that was historically seeking to ~~manage~~identify, acquire, and build early stage or under-valued beverage brands ~~across~~that ~~viable~~have strong growth ~~segments~~ potential within ~~the~~its ~~consumer~~distribution system. Due to its lack of working capital and unsuccessful efforts at commercializing its beverage ~~industry.~~business, Splash currently has ~~built~~one product ~~organizational~~line ~~capabilities~~– ~~and~~Chispo antequila. ~~infrastructure~~The ~~enabling~~Company itgenerated revenue in the first quarter of 2026 from sales to ~~incubate~~a single customer, however ~~and/or~~that ~~acquire~~customer ~~brands~~has since terminated its contract with us. We have not generated any revenue in the ~~intention~~second quarter of ~~efficiently~~2026 ~~accelerating~~and ~~them~~are undertaking efforts to ~~higher~~pursue ~~volume~~alternative ~~and~~customers ~~sales~~for ~~revenue~~our Chispo brand.

WeAs ~~have~~a ~~not~~result ~~generated~~of ~~any~~its ~~revenue since March 2025 due to our~~ lack of ~~capital.~~meaningful ~~However,~~sales ~~following~~in the ~~private~~beverage ~~placement offering in September 2025 in which we sold secured promissory notes~~business, ~~referred~~ ~~to herein as “Notes,” for total gross proceeds of $2,000,000 and entered into the ELOC Agreement allowing us to access~~Splash ~~additional~~is ~~capital~~seeking ~~subject~~ to ~~certain~~transition ~~requirements and conditions, we plan~~ to ~~access~~the ~~and~~regulated ~~deploy~~wellness ~~such capital to re-commence certain of our operations~~ and tocannabinoid ~~establish new operations as described below~~markets.

We believe the distribution landscape in the beverage industry is changing rapidly as tech-enabled e-commerce business models are thriving. Direct to consumer, office or home solutions are projected to continue to gain traction in the future. Recognizing this opportunity Splash continues to shape its operating model to be vertically integrated with our e-commerce platform, Qplash, which business model envisions purchasing local and regional brands for developing a direct line of sales to boutique retail stores and consumers.

Splash’s alcoholic beverage operations are currently focused on obtaining inventory for the sale of Chispo tequila in the U.S. and certain international markets, which is subject to the Company obtaining necessary capital of at least $500,000.

In June 2025 the Company acquired water extraction rights to an aquifer located in Costa Rica, which we refer to herein as the “Water Assets.” Subject to accessing the necessary capital and infrastructure, our business plan for the Water Assets envisions the extraction, bottling and sale of high quality drinking water. As of the date hereof, we have received a purchase order from a customer in the United Arab Emirates. We need to raise approximately $4,000,000 in order to bottle, package, and ship this order.

On November 24, 2025, Splash Beverage Group II Inc. (“SBII”), a subsidiary of the Company, entered into a Limited Liability Company Agreement (the “JV Agreement”) with BAAD Ventures, LLC (“BAAD”), in connection with a newly formed entity, BAAD Beverages LLC, LLC (the “JV Entity”) pursuant to which the parties established a joint venture for the sale of adult, THC and CBD beverage products. Pursuant to the JV Agreement, SBII received a 51% financial interest in the JV Entity in exchange for an initial capital contribution of $25,500, with BAAD receiving the remaining 49% in exchange for an initial capital contribution of $24,500.

Our team led by William Meissner has experience in all levels of beverage distribution system used in the beverage industry. Our President and Chief Marketing Officer, William Meissner, has led major beverage brands including Sparkling Ice, Fuze, Sweet Leaf Tea and Jones Soda.

Because of our lack of revenue and the amount of capital we acquire to begin to generate revenue for each of our beverage businesses, we have begun looking at strategic alternatives where we may make an acquisition of assets or a business that presents value for our stockholders. As of the date of this Prospectus, we have not reached any understandings with respect to any business opportunity, and we may not do so. Any future acquisition of an unrelated business will likely require us to raise capital to support its operations even if we only issue equity securities to the seller. In addition, we are engaged in preliminary discussions with respect to acquiring a majority interest in a beverage product.

Corporate Information

~~Splash~~We ~~was~~are ~~originally~~a Nevada corporation. Prior to November 8, 2021, we were incorporated in ~~the~~Colorado. ~~State~~Our ~~of Nevada~~principal ~~under~~offices ~~the~~are ~~name~~located ~~TapouT~~at ~~Beverages~~1112 N. Flagler Drive, ~~Inc~~Fort Lauderdale, Florida 33304. ~~for~~Our ~~the~~main ~~purpose~~telephone ofnumber ~~acquiring~~is ~~the~~(954) ~~rights~~648-7238. ~~under~~Our awebsite ~~license~~address ~~agreement~~is ~~with~~www.splashbeveragegroup.com. ~~TapouT,~~We ~~LLC~~have ~~(Authentic~~not incorporated ~~Brands~~by ~~Group)~~reference ~~for~~into ~~the~~this ~~right~~Prospectus tothe ~~use~~information ~~the~~that ~~TapouT~~can ~~brand~~be inassessed ~~connection~~through ~~with~~our ~~manufacturing~~website and ~~selling~~you ~~certain~~should ~~beverages~~not consider it to be part of this Prospectus.

Splash executed a reverse merger with a fully reporting, public entity called Canfield Medical Supply, Inc. on March 31, 2020. At the time of the merger Canfield’s state of incorporation was Colorado. At the time of the merger Canfield’s Common Stock was quoted on the OTCQB.

On July 31, 2021, we changed our name from Canfield Medical Supply, Inc. to Splash Beverage Group, Inc.

On June 11, 2021, our Common Stock began trading on the NYSE American under the symbol “SBEV”.

On November 8, 2021, we changed our state of incorporation from Colorado to Nevada.

Our principal offices are located at 1314 E. Las Olas Blvd, Suite 221, Fort Lauderdale, Florida 33301. Our main telephone number is (954) 745-5815. Our website address is www.splashbeveragegroup.com. We have not incorporated by reference into this Prospectus the information that can be assessed through our website and you should not consider it to be part of this Prospectus.

Available Information

We file annual, quarterly, and current reports, proxy statements and other information with the U.S. Securities Exchange Commission (the “SEC”). These filings are available to the public through the SEC’s website at http://www.sec.gov. All statements made in any of our securities filings, including all forward-looking statements or information, are made as of the date of the document in which the statement is included unless otherwise specified, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.

THE OFFERING

Issuer:		Splash Beverage Group, Inc.
Shares Offered by the Selling Stockholders:		Up to 7,765,237 shares of Common Stock which may be issued upon the conversion or exercise of the Convertible Securities. The aforementioned shares are issuable upon conversion or exercise of Convertible Securities which were issued pursuant to certain private placement transactions consummated in 2025, see “The Private Placements” at page 23 and “The Selling Stockholders” at page 49 for more information.
Shares Offered by the Selling Stockholder:		10,000,000 shares of our Common Stock, consisting of Purchase Shares that may be issued by us to the Selling Stockholder, from time to time at our sole discretion, pursuant to the Purchase Agreement.
Use of Proceeds:		We will not receive any of the proceeds from the sale of the shares of our Common Stock being offered for sale by the Selling Stockholders. However, upon the exercise of the Warrants by payment of the exercise in cash, we will receive the exercise price of the Warrants. The terms of the Warrants are summarized in “The Private Placements” at page 23.
Common Stock outstanding immediately prior to this offering		15,389,840 shares
Common Stock outstanding immediately following this offering		25,389,840 shares
Use of Proceeds:		We will not receive any of the proceeds from the sale of shares of our Common Stock offered by the Selling Stockholder. We may receive up to $32,164,892 in aggregate gross proceeds from the Selling Stockholder under the Purchase Agreement in connection with sales of our shares of our Common Stock to the Selling Stockholder pursuant to the Purchase Agreement after the date of this Prospectus. This amount represents the total maximum amount under the Purchase Agreement less prior sales. However, the actual proceeds may be less than this amount depending on the number of shares of our Common Stock sold and the price at which the shares of our Common Stock are sold. We intend to use of the net proceeds that we receive under the Purchase Agreement for working capital and other general corporate purposes. However, as of the date of this Prospectus, we cannot specify with certainty all of the particular uses, and the respective amounts we may allocate to those uses, for any net proceeds we receive. See “Use of Proceeds” on page 18 of this Prospectus.
NYSE Listing:		Our Common Stock currently trades on NYSE American under the symbols “SBEV”.
Shares of Common Stock outstanding before the Offering(1):		There are 2,773,106 shares of Common Stock currently issued and outstanding.
Plan of Distribution:		The Selling Stockholder may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly in several different ways. Registration of the Common Stock covered by this Prospectus does not mean, however, that such shares necessarily will be offered or sold. See “Plan of Distribution.”
Shares of Common Stock to be outstanding after the Offering(1):		10,538,344 shares of Common Stock upon completion of the Offering.
Plan of Distribution:		The Selling Stockholders may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly in several different ways. Registration of the Common Stock covered by this Prospectus does not mean, however, that such shares necessarily will be offered or sold. See “Plan of Distribution.”

(1) The number of shares of Common Stock shown above to be outstanding after this Offering is based on 215,~~773~~389,~~106~~840 shares of our Common Stock outstanding as of ~~December~~June 1810, ~~2025~~2026. Such amounts exclude:

● ~~214~~5,~~254~~516,146 shares underlying outstanding options having a weighted-average exercise price of $291.1335 per share;

● 63,~~807~~313,~~383~~672 shares underlying outstanding warrants having a weighted-average exercise price of $510.9630 per share;

● 610,~~583~~265,~~840~~297 shares underlying outstanding convertible promissory notes; and

● 228,~~232~~598,~~891~~400 shares underlying outstanding convertible preferred stock.

Such amount and the amounts listed above also exclude (i) approximately ~~345~~1,~~352~~021,745 shares of Common Stock to be paid to holders to Series A-1 Convertible Redeemable Preferred Stock (“Series A-1”) and Series B Convertible Redeemable Preferred Stock (“Series B”) as dividends, and any future dividend ~~payments~~ payments on the Series A-1 and Series B which may be made in shares of Common Stock, (ii) shares ~~of Common Stock and 113,600 shares of Common Stock~~ underlying ~~1,136~~potential ~~shares~~grants of ~~Series~~restricted Dstock units ~~Convertible Preferred Stock (the “Series D”)~~ which weare ~~may~~subject ~~issue pursuant~~ to ~~our~~prior ~~Common~~stockholder ~~Stock~~approval ~~Purchase~~and ~~Agreement~~vesting ~~dated~~terms ~~September~~as ~~19,~~described ~~2025~~under ~~with C/M Capital Master Fund, LP (~~“~~C/M”),~~Strategic ~~one~~Transformation ~~of the Selling~~Restricted ~~Stockholders,~~Stock ~~which~~Unit ~~establishes an equity line of credit facility with such Selling Stockholder~~ (~~the~~ “~~ELOC Agreement~~RSU”), ~~(iii) 113~~Plan,~~636~~ ~~shares of Common Stock to be issued in connection with the exchange~~ and ~~termination of certain options, and~~ (iviii) additional shares of Common Stock which may become issuable under derivative securities, including those described above, and pursuant to certain adjustment provisions set forth therein.

RISK FACTORS

Investing in our Common Stock involves a high degree of risk. Investors should carefully consider the following Risk Factors before deciding whether to invest in the Company. Additional risks and uncertainties not presently known to us, or that we currently deem immaterial, may also impair our business operations or our financial condition. If any of the events discussed in the Risk Factors below occur, our business, consolidated financial condition, results of operations or prospects could be materially and adversely affected. In such case, the value and marketability of the Common Stock could decline.

Risks Related to our ~~Business~~Financial Condition

Because we lack the capital to acquire inventory and market our products, we have generated no revenue since March 2025, making our ability to remain in operation more difficult, and there are substantial doubts as to our ability to continue as a going concern.

As reflected in this the financial statements contained herein, we had $0 revenue for the three months ended September 30, 2025. In fact, we have not generated any revenue since March 2025. In order to generate revenue, we require at least $2,000,000 of working capital in order to acquire inventory and re-commence minimal operations. This does not include our plans for our Costa Rica water assets acquired in June 2025 (the “Water Assets”) or Chispo tequila business plans which will require substantial additional capital. Specifically, management estimates needing approximately $6 million to achieve short term goals and approximately $22 million to achieve the Company’s goals for the next 12 months with respect to the Water Assets, which would include constructing a bottling facility at the location of the Water Assets in Costa Rica, and other aspects of its business plan. Our lack of cash resources has prevented us from carrying on our commercialization activities. In addition, our lack of working capital has prevented us from marketing our products. Further, even if we can access the necessary capital, the Company must determine whether and what extent to invest such capital into various aspects of our business, including recommencing sales of tequila products, operating the Qplash platform and developing an infrastructure and business around the extraction and sale of water through our recently acquired extraction rights in Costa Rica, and we may be unsuccessful in developing and executing a business plan in this regard. While we have made substantial improvements to our balance sheet earlier in 2025, unless we raise enough money to not only pay our ongoing general and administrative expenses but also market our products and purchase inventory, we will not be able to remain operational.

Our auditors have included an explanatory paragraph in their opinion regarding our ability to continue as a going concern. If we are unable to continue as a going concern, our stockholders will lose all or some of their investments.

Rose, Snyder & Jacobs LLP, our independent registered public accounting firm for the fiscal year ended December 31, ~~2024~~2025, has included an explanatory paragraph in their opinion that accompanies our audited consolidated financial statements as of and for the year ended December 31, ~~2024~~2025, indicating that our current liquidity position raises substantial doubt about our ability to continue as a going concern. If we are unable to improve our liquidity position, we may not be able to continue as a going concern. This has continued as of the date of this Prospectus.

We have sustained recurring losses and we have had working capital and stockholders’ equity deficits. These prior losses and expected future losses have had, and will continue to have, an adverse effect on our financial condition. In addition, continued operations and our ability to continue as a going concern may be dependent on our ability to obtain additional financing in the near future and thereafter, and there are no assurances that such financing will be available to us at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. If we are unable to generate additional funds in the future through sales of our products, financing or from other sources or transactions, we will exhaust our resources and will be unable to continue operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for the next 12 months.

In order to continue and fund its operations, the Company will be required to obtain additional resources through sales and issuances of ~~indebtedness or~~ equity to successfully execute its business plans and maintain the listing of our Common Stock on the NYSE American. No assurances can be given the Company will be successful in raising additional capital, if needed, or on acceptable terms. Sales of Common Stock or Common Stock equivalents would have the effect of diluting existing stockholders. The issuance of debt instruments and certain other securities generally are accompanied by restrictive covenants which would impose restrictions or limitations on our ability to operate or engage in or raise capital through subsequent transactions. If we are unable to raise the necessary capital on favorable terms, within the timeframes needed or at all, we could be forced to cease operations, and you could lose all or some of your investment.

Our lack of cash resources has prevented us from carrying on our commercialization activities. In addition, our lack of working capital has prevented us from marketing our products. Further, even if we can access the necessary capital, the Company must determine whether and what extent to invest such capital into various aspects of our business, including recommencing sales of beverage products, and we may be unsuccessful in developing and executing a business plan in this regard. Unless we raise enough money to not only pay our ongoing general and administrative expenses but also market our products and purchase inventory, we will not be able to remain operational.

We may be unable to maintain our listing on NYSE American due to existing or proposed continued listing requirements.

Our Common Stock is listed on the NYSE American. The NYSE American imposes various continued listing standards, the noncompliance with which may result in the delisting of our Common Stock. For example, on April 29, 2026, the Company received notice from NYSE that the Company was not in compliance with the stockholders’ equity requirement of $6 million as of December 31, 2025 as outlined in Section 1003(a)(i), (ii), and (iii) of the NYSE American Company Guide. The NYSE noted that that the Company’s actual stockholders’ equity was ($15,300,828). The Company submitted a compliance plan to the NYSE on May 29, 2026 advising the NYSE of its efforts and actions it plans to take to regain compliance with the continued listing standards by January 29, 2027. The compliance plan contemplates completing a merger or acquisition of an operating entity, with a focus on the cannabinoid and wellness industries. The Company again failed to meet this stockholders’ equity requirement as of March 31, 2026, and its search for a business combination to comply with this stockholders’ equity requirement is ongoing as of the date of this Prospectus.

As previously disclosed on May 5, 2026, the Company received notice from NYSE Regulation on April 29, 2026 indicating that the Company was not in compliance with certain continued listing standards related to stockholders’ equity. In accordance with NYSE American requirements, Splash submitted its compliance plan to the NYSE on May 28, 2026 outlining actions management has taken and intends to take in an effort to restore compliance with applicable listing standards. The Company is currently engaged in ongoing dialogue with NYSE American staff and is awaiting a determination regarding the plan.

If accepted, the plan would permit the Company to continue executing its compliance initiatives during a cure period that could extend through January 29, 2027. While no assurance can be given regarding the NYSE’s determination, management remains focused on maintaining the Company’s NYSE American listing and advancing initiatives designed to strengthen its financial position.

As was disclosed in our Quarterly Report on Form 10-Q filed with the SEC on May 18, 2026, March 4, 2026, Splash entered into a non-binding letter of intent (the “Letter”) with the target company, Medterra CBD, LLC (“Medterra”), a manufacturer and multi-brand operator of federally compliant cannabinoid wellness products. The Letter expired on May 4, 2026, and the Company has been active in pursing potential strategic alternatives in a quickly evolving cannabinoid marketplace. Management, led by experienced cannabinoid markets operators Brady Cobb, Interim Chief Executive Officer and Michael Bondurant, newly appointed Interim Chief Operating Officer, have been pursuing potential alternative transactions over the past 30 days in the wellness and cannabinoid sectors and will provide further updates as they become available. Management is seeking to position the Company to capitalize on the ongoing evolution of the cannabinoid and wellness economy by attempting to identify, partner with, and support established brands across the hemp-derived CBD and, subject to applicable regulatory and exchange approvals, medical cannabis marketplaces. However, the selection, negotiation, due diligence and approval processes for mergers and acquisitions are time and resource intensive processes and we may be delayed or prevented from adequately completing a reverse merger as necessary to regain compliance within the timeframe required by the NYSE American.

Further, Section 1003 of the NYSE American Company also imposes other continued listing requirements that we may be unable to comply with. Notably, the rules provide that if the Company’s stock price trades at a “low price per share,” the NYSE American will delist us without a compliance period or opportunity to cure. The NYSE American presently considers $0.10 per share to be a low stock price resulting in immediate delisting. As of the date of this Prospectus, beginning in late May our stock price has traded below $0.20 per share and has declined gradually over the course of the year from $0.741 on January 2. In an effort to avoid falling below $0.10 per share, the Company has taken certain of the necessary regulatory steps to potentially effect a “proportionate” reverse stock split where both the outstanding shares and the authorized shares of our Common Stock are proportionately reduced by approval of the Board of Directors (“Board”), without the need for stockholder approval under Nevada law. However, there can be no assurance that we will be able to effect such a reverse split in time to avoid our stock price falling below the $0.10 minimum, including due to procedural and advance notice requirements before the reverse split can take effect. Further, under NYSE American rules the reverse split ratio must be below 1:5, thereby limiting our ability to increase out stock price by this method. Investors should note that frequently following a reverse stock split, the price and market capitalization fall.

Additionally, in 2026 the NYSE American has proposed rule changes which could take effect as early as October 2026 and which would impose more stringent continued listing requirements than those currently in effect. For example, one of the proposed rule changes would increase the minimum “low price per share” described above from $0.10 to $0.25. Another proposed rule change would subject listed companies to immediate delisting if the average market capitalization over a 30 consecutive trading day period is below $5 million. Our Common Stock closed at $0.25 on June 5, 2026 and our market capitalization is below $5 million, and we may therefore become subject to delisting in the future if and when these proposed rule changes take effect.

Based on the above and potentially other requirements and factors, some of which are beyond our control, we cannot assure you that our Common Stock will remain listed on the NYSE American. If we are delisted by the NYSE American, the market for and liquidity of our common stock will decline, and you could lose all or part of your investment in us. Further, a delisting would substantially hinder our ability to raise necessary capital, which could have a material adverse effect on us and force us to cease operations.

We have experienced recurring losses from operations and negative cash flows from operating activities and anticipate that we will continue to incur significant operating losses before reaching profitability.

We have experienced recurring losses from operations and negative cash flows from operating activities. We expect to continue to incur significant expenses related to our ongoing operations and generate operating losses for the foreseeable future. The size of our losses will depend, in part, on the rate of future expenditures, our ability to execute our business plan and our ability to generate revenues. We incurred a net loss from continuing operations of approximately $~~23,756,551~~25.2 million including ~~non-cash~~ ~~items~~$14.2 ~~and~~million ~~an accumulated deficit~~ of ~~$155,832,277 including~~ non-cash items for the year ended December 31, ~~2024. We had a net loss of $9,886,045 including non-cash items for the three months ended September 30,~~ 2025 ~~and an accumulated deficit of $178,284,467 as of September 30, 2025~~.

We may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect our financial condition. Our prior losses and expected future losses have had, and will continue to have, an adverse effect on our financial condition. If our products do not achieve sufficient market acceptance and we do not generate significant revenues, we may never become profitable. Even if we achieve profitability in the future, for which we can provide no assurance, we may not be able to sustain profitability in subsequent periods. Our failure to become and remain profitable would decrease the value of our company and could impair our ability to raise capital, expand our business, diversify our product offerings or continue our operations. A decline in the value of our Company could cause you to lose all or part of your investment.

~~Our~~We ~~strategic~~may ~~initiatives~~become subject to litigation in connection ~~including~~with ~~acquisitions~~our ~~and~~cancellation ~~divestitures~~of ~~may~~the ~~not~~Series beC ~~successful~~Convertible ~~and~~Preferred ~~may~~Stock ~~divert~~that ~~our~~we ~~management’s~~had ~~attention~~previously ~~away~~issued ~~from~~under ~~operations~~when ~~and~~we entered into an agreement ~~could~~to ~~create~~acquire ~~general~~certain ~~customer~~water ~~uncertainty~~assets.

In 2026 we entered into an Asset Purchase Agreement to acquire certain Costa Rican water assets in exchange for issuing the counterparty (the “Seller”) $20 million of Series C Convertible Preferred Stock (the “Series C”). Section 1.04 of the Asset Purchase Agreement required the Seller to deliver the water assets by December 31, 2025 or pay the Company $20 million in cash, and further stated that failure to deliver either the water assets or the $20 million by December 31, 2025 rendered the Series C to be “null, void, and of no further force or effect.” As a result, the Company cancelled the Series C effective December 31, 2025. While the Company believes that it has adequate evidence demonstrating that the Seller failed to comply with either requirement, the Seller may nonetheless seek to sue the Company claiming that the Company was not entitled to cancel the Series C. Any resulting litigation which may arise from the foregoing could require us to incur significant costs and expenses, subject us to uncertainty with respect to our outstanding capital stock and any potential future transactions (including a potential business combination), and divert our limited personnel and resources away from operational matters and strategic initiatives.

Risks Related to our Business

If we are unable to enter into a definitive agreement and close an acquisition, the Company and its stockholders will not receive the anticipated and intended benefits of such an acquisition.

As disclosed elsewhere in this Prospectus, we previously entered into a Letter of Intent with Medterra. However, that Letter of Intent expired on May 4, 2026 without execution of a definitive agreement, and as a result the Company is pursuing potential alternative transactions in the wellness and cannabinoid sectors. Any business combination which results would represent substantial dilution to the Company’s existing stockholders.

While the closing of an acquisition would result in us becoming the parent holding company of a business, such a closing may not occur, including due to regulatory challenges arising from cannabis laws and the NYSE American requirements, our ability to raise the necessary cash and negotiate the definitive agreement, due diligence, the appearance of a competitive bid from another prospective purchaser, or the seller’s inability to maintain its operations for a sufficient time to allow the transaction to close, and other events and requirements that may not occur on favorable terms or at all and subject any potential transaction to substantial uncertainty. In any such transactions we will also be required to raise a substantial amount of additional capital, which would further dilute our existing stockholders and could subject us to onerous terms that harm our ability to operate or pursue strategic transactions and alternatives. Even if we do acquire a business in the wellness or cannabinoid space and raise the necessary capital to fund post-transaction operations in the future, there can be no assurance that such a development will yield the intended or expected benefits, result in sustained increases in prices and or volume of trading in our Common Stock, or otherwise create a meaningful return on investment or value to our stockholders.

Further, if we fail to enter into a definitive written agreement or a business combination does not close, all of the time and capital resources expended by the Company in such pursuit of such a transaction may be lost and unrecoverable by the Company or its stockholders. Unanticipated issues which may be beyond our control or that of the seller may arise that force us to suspend our pursuit of the target, including those referred to elsewhere herein. Such risks are inherent in any search for a new business and investors should be aware of them before investing in an enterprise such as ours.

Our strategic initiatives including acquisitions and divestitures may not be successful and may divert our management’s attention away from operations, and could create general customer uncertainty.

We have begun to explore strategic alternatives to our beverage business. Our growth strategy is based in part on growth through strategic initiatives including both acquisitions and divestitures of brands and assets, which poses a number of risks. We may not be successful in identifying appropriate acquisition candidates, achieving targeted values as part of a disposition, consummating an acquisition or divestiture on satisfactory terms, integrating any newly acquired or expanded business with our current operations, or separating a divested business or commingled operation effectively. We may issue additional equity, incur long-term or short-term indebtedness, spend cash or use a combination of these for all or part of the consideration paid in future acquisitions or expansion of our operations, which may not be available to us on terms we find advantageous or acceptable, if at all. In addition, subject to any requirements in the agreements governing our outstanding indebtedness, we may have significant discretion in how we employ the consideration received in a divestiture and our management may not apply such consideration in a way that is ultimately accretive to our business.

The execution of our strategic initiatives will likely entail incurring goodwill assets or repositioning or similar actions that in turn require us to record impairments, restructuring and other charges. Any such charges would result in additional expense. We cannot guarantee that any future business acquisitions or divestitures will be pursued or that any acquisitions or divestitures that are pursued will be consummated.

Additionally, any acquisition or disposition (including the successful integration and separation of operations, products and personnel) may place a significant burden on our management and other internal resources. The diversion of management’s attention, and any difficulties encountered in such a process, could harm our business, financial condition, and operating results.

~~Failure~~If we fail to successfully integrate acquired assets or businesses, or if integrated, failure to further the Company’s business strategy, may result in the Company’s inability to realize any benefit from such acquisition or other adverse consequences.

InAs ~~June~~disclosed ~~2025~~above, we ~~acquired~~are ~~the Water Assets~~ in ~~Costa~~discussions concerning ~~Rica~~a inpotential ~~exchange~~acquisition ~~for 20,000 shares~~ of a ~~newly~~business ~~designated~~in ~~Series~~the Ccannabinoid ~~Convertible~~and ~~Preferred~~wellness ~~Stock (“Series C”) having a stated value of $20 million~~space. Unidentified liabilities or other issues may arise with respect to the ~~Water~~businesses ~~Assets~~and assets we have acquired or may in the future acquire, which could expose us to litigation, unexpected costs, regulatory actions and other negative events that could materially harm our business and financial condition. Further, we intend for ~~the~~any ~~Water~~such ~~Assets~~ acquisitions to be a critical part of our business plan moving forward, subject to accessing the necessary capital, and ~~the~~such ~~Water~~acquisitions ~~Assets~~ may not yield the benefits expected or desired for our business. ~~In addition,~~

5In addition, even if we can access the necessary capital, we may face challenges in integrating and utilizing any acquired business or assets, particularly given any such undertaking will require the investment of resources to monetize and integrate into our other operations. Even if we can access the necessary capital to further these efforts we may be unable to effectively manage these efforts without incurring extensive additional costs or at all. This would put a further strain on our already limited personnel and resources. Further, the long-term commercial success of any such undertaking will depend on our ability to timely and in a cost-effective manner pursue and develop an infrastructure and network to obtain and distribute products in high quantities and in compliance with applicable regulatory and commercial requirements. If we are unsuccessful in navigating these challenges with respect to any acquired business or assets, it could fail to result in benefits to our Company, and we could be materially adversely affected by any of the foregoing events.

we may face challenges in integrating and utilizing the Water Assets, particularly given their location in a foreign country relative to our operations in the U.S., and given that the Water Rights are not accounted for as a separate business and will therefore require the investment of resources to monetize and integrate into our other operations. For example, the assets’ location in Costa Rica require us to hire personnel and comply with laws in a foreign country, and to establish a production and distribution channel unique to this business which we do not currently have in place for our prior or legacy products, and we may be unable to effectively manage these efforts without incurring extensive costs or at all. The recent resignations of our former Chief Executive Officer and Chief Financial Officer will put a further strain on our resources. These early activities will include site visits, planning and negotiating with bottlers. Further, the time needed to construct our own facility to extract water is estimated to take at least one year, if we are able to obtain the necessary capital we will need to rely on third parties for extraction, production, and distribution and pay additional expenses leading to reduced gross profit margins. In the meantime, we intend to use third parties to assist in extraction and distribution efforts, and we may be unable to negotiate favorable terms, maintain relationships or prevent uncontrollable events which may arise from our use of third parties, exposing us to risk. If we are unable to extract the water in sufficient quantities, comply with regulatory requirements or otherwise integrate the Water Assets and develop and meet demand for our water brands, we may be unable to launch operations from the Water Assets or generate material revenue therefrom in the near term or at all. Further, the long-term commercial success of this venture will depend on our ability to timely and in a cost-effective manner pursue and develop an infrastructure and network to extract and distribute water in high quantities and in compliance with applicable regulatory and commercial requirements. If we are unsuccessful in navigating these challenges with respect to the Water Rights, it could fail to result in benefits to our Company, and we could be materially adversely affected by any of the foregoing events.7

In general, the consummation and integration of any acquired business, ~~product~~ or ~~other~~ assets into the Company may be complex and time-consuming and, if such businesses and assets are not ~~successfully~~ successfully integrated, the Company may not achieve the anticipated benefits, cost-savings or growth opportunities. Furthermore, these ~~acquisitions~~ acquisitions and other arrangements, even if successfully integrated, may fail to further the Company’s business strategy as anticipated, ~~expose~~ expose the Company to increased competition or other challenges with respect to the Company’s products or geographic markets, and ~~expose~~ expose the Company to additional liabilities associated with an acquired business, technology or other asset or arrangement. There are no guarantees that the Company will successfully consummate such acquisitions, and even if the Company consummates such acquisitions, the procurement of applications for licenses required to sell or distribute related products may never result in the grant of a license by any state or local governmental or regulatory agency and the transfer of any rights to licenses may never be approved by the applicable federal, state and/or local governmental or regulatory agency.

Demand for our products may be adversely affected by changes in consumer preferences or any inability on our part to innovate, market or distribute our products effectively, and any significant reduction in demand could adversely affect our business, financial condition or results of operations.

We aim to sell beverages comprised of a number of unique brands with reputations and consumer imagery that have been built over time. Our investments in marketing as well as our strong commitment to product quality are intended to have a favorable impact on brand image and consumer preferences. If we do not adequately anticipate and react to changing demographics, consumer and economic trends, health concerns and product preferences, our financial results could be adversely affected.

Additionally, failure to introduce new brands, products or product extensions into the marketplace as current ones mature and to meet the changing preferences of consumers could prevent us from gaining market share and achieving long-term profitability. Product lifecycles can vary, and consumer preferences and loyalties change over time. Although we try to anticipate these shifts and innovate new products to introduce to our consumers, we may not succeed. Consumer preferences also are affected by factors other than taste, such as health and nutrition considerations and obesity concerns, shifting consumer needs, changes in consumer lifestyles, increased consumer information and competitive product and pricing pressures. Sales of our products may be adversely affected by negative publicity associated with these issues. If we do not adequately anticipate or adjust to respond to these and other changes in consumer preferences, we may not be able to maintain and grow our brand images, and our sales may be adversely affected.

Volatility in the price or availability of the inputs we depend on, including raw materials, packaging, energy and labor, could adversely impact our financial results.

The principal raw materials we use include glass bottles, aluminum cans, polyethylene terephthalate, fiber-board, labels and cardboard cartons, flavorings and sweeteners. These component and ingredient costs are subject to fluctuation and environmental regulation. If there were to be substantial increases in the prices of these products, to the extent that they cannot be recouped through increases in the prices of finished beverage products, it would increase our operating costs. If our supply of these raw materials is impaired or if prices increase significantly due to tariffs or any other reason, it could affect the affordability of our products and reduce revenues.

If we are unable to secure sufficient ingredients or raw materials including glass, sugar, and other key supplies at acceptable prices, within a reasonable timeframe, at the locations needed or in general, we might not be able to satisfy demand on a short-term basis.

International trade developments, including ~~U.S. trade~~ tariffs and ~~retaliatory~~geopolitical ~~tariffs~~conflicts, could adversely impact our business.

International trade developments, including heightened tariffs imposed by the United States under the Trump Administration on goods imported from various countries, ~~and~~ tariffs imposed by foreign countries in retaliation, and litigation and uncertainties surrounding these developments, could adversely impact our business. Further, geopolitical conflicts such as the war with Iran and its proxies have had and are expected to continue to have an adverse impact on supply chains and the costs of purchasing and transporting goods. We and third parties on which we depend source various supplies used in ~~our~~ our products from foreign countries, and tariffs and other international trade developments could therefore result in inflationary pressures that directly impact our costs for manufacturing and marketing products. These developments could also adversely impact global supply chains which could further increase costs for us and/or delay delivery of key inventories and supplies.

Significant new or increased tariffs, import and excise duties, or other taxes on or impacting beverage products, including raw and packaging materials, such as on imports from Mexico and Costa Rica and exports to countries in which we plan to sell our products such as the United Arab Emirates from which we source many of our supplies for our products, and any additional retaliatory tariffs imposed by those governments on products imported into the U.S., could have a material adverse effect on our business, liquidity, financial condition, and results of operations. These developments continue to pose a significant risk to our business as well as the U.S. and global economies, including by shifting consumer behaviors, inhibiting sales, increasing costs, causing further economic and supply chain disruptions and inflationary pressures, and reducing economic activity. For example, if the costs of our products increase, we and our collaborators may be forced to increase the prices at which such products are sold, which could in turn reduce demand for and sales of those products, thereby negatively impacting our operating results. Alternatively, the heightened production costs would also have a negative impact on operating results even absent a decline in sales.8

Significant new or increased tariffs, import and excise duties, or other taxes on or impacting beverage products, including raw and packaging materials, such as on imports from Mexico and exports to countries in which we plan to sell our products such as the United Arab Emirates from which we source many of our supplies for our products, and any additional retaliatory tariffs imposed by those governments on products imported into the U.S., could have a material adverse effect on our business, liquidity, financial condition, and results of operations. These developments continue to pose a significant risk to our business as well as the U.S. and global economies, including by shifting consumer behaviors, inhibiting sales, increasing costs, causing further economic and supply chain disruptions and inflationary pressures, and reducing economic activity. For example, if the costs of our products increase, we and our collaborators may be forced to increase the prices at which such products are sold, which could in turn reduce demand for and sales of those products, thereby negatively impacting our operating results. Alternatively, the heightened production costs would also have a negative impact on operating results even absent a decline in sales. Further, increases in the cost of oil and other resources used in the production and transportation of products could have a material adverse effect on the acquisition and use of such resources and gross margins.

The extent and duration of the tariffs and the resulting impact on our business and general economic conditions are uncertain and depend on various factors, including negotiations between the United States and affected countries, the outcome of the United States tariff litigation, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected markets. To the extent we need to locate new sources of raw materials and products as a result of tariffs, we may be unable to locate alternative sources on favorable terms or in the timeframes needed, and actions we may take to adapt to new tariffs or trade restrictions may force us to modify our operations or forgo business opportunities. Likewise, tariffs and import and export regulations could also limit the availability of our products, prompt consumers to seek alternative products, and provide an opportunity for competitors not subject to such tariffs to more effectively compete with us in markets where we conduct our business.

Our business, operations, financial position and timelines, could be materially adversely affected by government action and geopolitical conflicts.

AsFollowing aPresident ~~result~~Trump’s ofinauguration ~~the~~in January ~~government~~2025, ~~action~~certain trends and ~~geopolitical conflicts~~events have unfolded and ~~related~~continue ~~economic~~to ~~impacts~~evolve orand ~~sanctions~~develop ~~imposed~~which orare ~~that~~affecting ~~may~~and inhave the ~~future~~potential beto further ~~imposed~~affect bythe ~~certain~~global ~~governments,~~and ~~our~~United ~~financial position~~States capital markets and ~~operations~~economies, ~~may~~including bethe ~~materially~~inflation ~~and~~caused ~~adversely~~by ~~affected.~~the ~~Following~~conflict ~~President~~with ~~Trump’s~~Iran, ~~inauguration~~the continued inhigh ~~January~~central ~~2025~~bank interest rates, ~~certain trends~~the imposition and ~~events~~threat ~~have~~of ~~begun~~tariffs toas ~~unfold~~well ~~which~~as ~~appear~~subsequent todevelopments beand ~~affecting~~uncertainties surrounding ~~the~~tariffs, ~~global~~trade wars among nations and ~~United~~ongoing ~~States~~wars and geopolitical conflicts, and uncertain capital markets with significant volatility and ~~economies,~~declines ~~including rising~~in ~~unemployment,~~leading ~~the~~market ~~imposition~~indexes thus far 2026. The duration and scope of ~~tariffs~~these events and ~~the~~their ~~uncertainty~~impact ~~surrounding~~are ~~tariff~~at ~~litigation~~best uncertain, and their continuation may result in negative consequences on the U.S. or global economies.

7The impositions of tariffs by the U.S. and any retaliatory actions by foreign countries, as well as refunds on tariffs following the U.S. Supreme Court’s ruling to strike down certain tariffs, could contribute to higher inflation and reduced economic activity for a prolonged period of time, thereby delaying any rate reductions or potentially resulting in rate increases in the future, as well as reduced demand for mortgages. Similarly, the wars in the Middle East and the Ukraine could also contribute to increased and prolonged inflation including by increasing the price of oil and causing adverse impacts on supply chains. These uncertainties and developments could result in supply chain issues, higher prices for goods and services or other adverse consequences on us and our vendors. In addition, these events come with an increased probability for an economic downturn or recession by making it more difficult for businesses to borrow money and individuals to maintain employment.

~~trade~~These ~~wars~~developments ~~among~~follow ~~nations~~the ~~and~~increase ~~ongoing~~in interest ~~geopolitical~~rates ~~conflicts,~~that ~~and~~began ~~volatility~~ in 2022 as the ~~capital~~Federal ~~markets.~~Reserve ~~The~~in ~~duration~~U.S. ofand ~~these~~central ~~events~~banks ~~and~~in ~~their~~other ~~impact~~jurisdictions ~~are~~have atsought ~~best~~to ~~uncertain,~~combat ~~and~~inflation. Due ~~their~~to ~~continuation~~the ~~may~~war ~~result~~ in ~~negative~~Iran, ~~consequences~~inflation onhas ~~the~~increased ~~U.S.~~over orthe ~~global~~last ~~economies~~several months. ~~The~~further ~~impact~~the ofjobs ~~United~~report ~~States~~on ~~tariff~~June ~~policies~~5th ~~and~~exceeded expectations ~~could~~and ~~lead~~caused toa ~~renewed~~sharp ~~inflation~~decline asin ~~very~~the ~~recently~~stock ~~inflation~~market ~~has~~in ~~begun~~part due to ~~slowly~~fears of an interest rate increase. IfUncertainty ~~inflation~~surrounding ~~rises~~rising ~~significantly~~or aselevated prices and concerning the ~~result of~~state and prospects for the ~~Federal~~U.S. ~~Reserve~~and ~~decreases~~global ineconomies ~~interest~~and ~~rates~~capital markets in the near term, orremains ~~tariffs~~and ~~imposed~~has oramplified due ~~threatened~~to bythe ~~President~~factors ~~Trump~~described ~~are~~above. ~~counteracted by~~If ~~retaliatory~~inflation ~~tariffs~~does ~~imposed~~not byfall ~~other~~low ~~countries~~enough and/or ~~otherwise~~the Federal Reserve increases interest rates in the near term, or tariffs and related developments adversely impact the economy, the result could be tipping the U.S. economy into a recession. In the wake of these events, the U.S. and global capital markets have demonstrated substantial volatility in the first quarter of 2026, as many investors consider economic outlooks to be uncertain and consider the risk of a recession and a decline in the marketplace to be increasingly probable or imminent. Ultimately the economy may turn into a recession with uncertain and potentially severe impacts upon the public capital markets and us. Among the potential consequences could be a substantial decline in stock prices including ours, a reduction in demand for securities of public companies (which may be more prevalent for smaller companies such as us) and more difficulty for us to raise capital we need and accessing capital on favorable terms or at all as a result. ~~We cannot predict how this will affect our business, but the impact may be material and adverse.~~

As our ability to continue to operate will be dependent on raising debt and equity financing, any adverse impact to markets as a result of these developments, including due to increased market volatility, decreased availability in third-party financing and/or a deterioration in the terms on which it is available (if at all), could negatively impact our business, results of operations, cash flows, financial condition, and/or prospects. Further, our sale of water sourced from an aquifer in Costa Rica is in the early stages, with our purchase order derived from a company located in the United Arab Emirates. To the extent our water sales develop a focus in the Middle East or other areas impacted or threatened by geopolitical turmoil, it could have a material and adverse effect on our ability to develop and execute our business plan, generate material revenue and otherwise operate efficiently and in a cost-effective manner. The extent of any potential impact is not yet determinable, however.9

As our ability to continue to operate will be dependent on raising capital, any adverse impact to markets as a result of these developments, including due to increased market volatility, decreased availability in third-party financing and/or a deterioration in the terms on which it is available (if at all), could negatively impact our business, results of operations, cash flows, financial condition, and/or prospects. The extent of any potential impact is not yet determinable, however.

We compete in an industry that is brand-conscious, so brand name recognition and acceptance of our products are critical to our success.

Our business is dependent upon awareness and market acceptance of our products and brands by our target markets. In addition, our business depends on acceptance by our independent distributors and retailers of our brands as beverage brands that have the potential to provide incremental sales growth. If we are not successful in the revitalization and growth of our brand and product offerings, or in maintaining and expanding upon the brands we offer, we may not achieve and maintain satisfactory levels of acceptance by independent distributors and retail consumers. Any failure of our brands to maintain or increase acceptance or market penetration would likely have a material adverse effect on our revenues and financial results.

Our brands and brand images are keys to our business and any inability to maintain a positive brand image could have a material adverse effect on our results of operations.

Our success depends on our ability to develop brand images for our existing products and effectively build up brand images for new products and brand extensions. We cannot predict whether our advertising, marketing and promotional programs will have the desired impact on our products’ branding and on consumer preferences. In addition, negative public relations and product quality issues, whether real or imagined, could tarnish our reputation and images of the affected brands and could cause consumers to choose other products. Our brand images can also be adversely affected by unfavorable reports, studies and articles, litigation, or regulatory or other governmental action, whether involving our products or those of our competitors.

Competition from traditional and large, well-financed non-alcoholic and alcoholic beverage manufacturers may adversely affect our distribution relationships and may hinder development of our existing markets, as well as prevent us from expanding our markets.

The beverage industry is highly competitive. We compete with other beverage companies not only for consumer acceptance but also for shelf space in retail outlets and for marketing focus by distributors, all of whom also distribute other beverage brands. Our products will compete with a broad range non-alcoholic and alcoholic beverages, many of which are marketed by companies with substantially greater financial and marketing resources than ours. Management believes that some of these competitors are placing severe pressure on independent distributors not to carry competitive brands offered by smaller enterprises such as ours. We will also compete with regional beverage producers and “private label” brands.

Increased competitor consolidations, market-place competition, particularly among branded beverage products, and competitive product and pricing pressures could impact our earnings, market share and volume growth. If, due to such pressure or other competitive threats, we are unable to sufficiently maintain or develop our distribution channels, we may be unable to achieve our current revenue and financial targets. Competition, particularly from companies with greater financial and marketing resources than ours, could have a material adverse effect on our existing markets, as well as on our ability to expand the market for our products.

~~Our~~Because ~~reliance~~of onour ~~distributors~~lack of working capital, ~~retailers~~we ~~and~~do ~~brokers~~not ~~could~~have ~~affect~~the ~~our~~ ability to ~~efficiently and profitably distribute and~~ market our ~~products,~~sole ~~maintain~~beverage ~~our existing markets and expand our business into other geographic markets~~product.

~~Our~~From ~~ability~~February to2025 ~~maintain~~we ~~and~~did ~~expand~~not ~~our~~generate ~~existing~~any ~~markets~~revenue ~~for~~until ~~our~~the ~~products,~~first ~~and~~quarter toof ~~establish~~2026 ~~markets~~we indid ~~new~~not ~~geographic~~generate ~~distribution~~any ~~areas,~~revenue. isIn ~~dependent~~the onfirst ~~our~~quarter ~~ability~~of to2026 ~~establish~~we ~~and~~generated ~~maintain successful~~minimal ~~relationships~~revenue ~~with~~from ~~reliable~~the ~~distributors,~~sale of ~~retailers~~our ~~and~~tequila ~~brokers strategically positioned~~ to ~~serve~~a ~~those~~single ~~areas.~~customer, ~~All~~which ofcustomer ~~the~~has ~~distributors, retailers~~since ~~and~~terminated ~~brokers~~its wecontract ~~have~~with ~~used~~us. inOur ~~the~~lack ~~past~~of ~~sell~~ and ~~distribute~~minimal ~~competing~~revenue ~~products,~~since ~~including~~February 2025 ~~non-alcoholic~~resulted ~~and~~from ~~alcoholic beverages, and~~ our ~~products~~lack ~~may represent a small portion~~ of ~~their~~working ~~businesses~~capital. ~~The~~Further, ~~success~~due ofto ~~this~~our ~~network~~lack ~~will depend on the performance~~ of ~~the distributors,~~capital ~~retailers~~we ~~and~~presently ~~brokers~~only ofhave ~~this~~three ~~network.~~full ~~There~~time isemployees, our aInterim ~~risk~~Chief ~~that~~Executive ~~the~~Officer, ~~mentioned~~our ~~entities~~Interim ~~may~~Chief ~~not~~Financial ~~adequately~~Officer ~~perform~~and ~~their~~our ~~functions within~~Interim ~~the~~Chief ~~network~~Operating byOfficer, ~~without~~and ~~limitation,~~no ~~failing~~employees toor personnel ~~distribute~~dedicated to ~~sufficient~~sales ~~retailers~~and ormarketing ~~positioning~~efforts. ~~our~~We ~~products~~will intherefore ~~localities that may not~~ be ~~receptive~~dependent toon our ~~product.~~management ~~Further,~~team ~~these~~led ~~third~~by ~~parties~~our ~~could~~Interim ~~reduce~~Chief orExecutive Officer ~~terminate~~to ~~their~~pursue ~~relationship~~and ~~with~~further usour ~~for~~tequila ~~any~~business ~~reason without~~and ~~liability~~efforts to ~~us.~~secure ~~Our~~new ~~ability~~customer tocontracts ~~incentivize~~ and ~~motivate~~generate ~~distributors~~sales. toIn ~~manage~~addition ~~and~~to ~~sell~~ our lack ~~products~~of isworking ~~affected~~capital, byour ~~competition from~~management and other employees with beverage ~~companies,~~experience ~~some~~are ofno ~~which~~longer ~~may~~working ~~have~~for ~~greater~~us. ~~resources~~Further, ~~than~~we estimate we ~~do.~~need To$3 ~~the~~million ~~extent~~to ~~that~~further our ~~distributors,~~Chispo ~~retailers~~tequila business and ~~brokers~~ ~~are~~for ~~distracted~~working ~~from~~capital ~~selling~~and ~~our~~general ~~products~~corporate orpurposes dofor ~~not~~the ~~employ~~next ~~sufficient~~12 ~~efforts~~months. These indevelopments ~~managing~~ and ~~selling~~challenges ~~our~~may ~~products,~~prevent ~~including~~us from re-~~stocking the~~establishing ~~retail~~or ~~shelves~~maintaining ~~with~~material ~~our products~~revenue, and our ~~results~~business ofplan ~~operations~~and ~~could~~efforts may befail ~~adversely~~as ~~affected.~~a ~~Furthermore,~~result ~~such~~of ~~third-parties’~~these ~~financial position~~ or ~~market~~other ~~share may deteriorate~~factors, in which ~~could~~case ~~adversely~~we ~~affect~~may ~~our~~be ~~distribution,~~forced ~~marketing~~to cease operations and ~~sales~~you ~~activities~~could use some or all of your investment.

Our ability to establish and expand our distribution network and attract additional distributors, retailers and brokers will depend on a number of factors, some of which are outside our control. Some of these factors include:10

● the level of demand for our brands and products in a particular distribution area;

● our ability to price our products at levels competitive with those of competing products; and

● our ability to deliver products in the quantity and at the time ordered by distributors, retailers and brokers.

We may not be able to successfully manage all or any of these factors in any of our current or prospective geographic areas of distribution. Our inability to achieve success with regards to any of these factors in a geographic distribution area will have a material adverse effect on our relationships in that particular geographic area, thus limiting our ability to maintain or expand our market, which will likely adversely affect our revenues and financial results.

These third-party service providers and business partners are also subject to similar risks as we are relating to cybersecurity, privacy violations, business interruption, and systems and employee failures, and are subject to legal, regulatory and market risks of their own. Our third-party service providers and business partners may not fulfill their respective commitments and responsibilities in a timely manner and in accordance with the agreed-upon terms. In addition, while we have procedures in place for selecting and managing our relationships with third-party service providers and other business partners, we do not have control over their business operations or governance and compliance systems, practices and procedures, which increases our financial, legal, reputational and operational risk. If we are unable to effectively manage our third-party relationships, or for any reason our third-party service providers or business partners fail to satisfactorily fulfill their commitments and responsibilities, our financial results could suffer.

It is difficult to predict the timing and amount of our sales because our distributors are not required to place minimum orders with us.

Once we re-commence sales, we plan to use independent distributors who will not be required to place minimum monthly or annual orders for our products. In order to reduce their inventory costs, independent distributors typically order products from us on a “just in time” basis in quantities and at such times based on the demand for the products in a particular distribution area. Accordingly, we cannot predict the timing or quantity of purchases by any of our independent distributors or whether any of our distributors will purchase products from us in the same frequencies and volumes as they may have done in the past. Additionally, our larger distributors and national partners may make orders that are larger than we have historically been required to fill. Shortages in inventory levels, supply of raw materials or other key supplies could negatively affect us including by such distributors and national partners locating competitive brands to meet their demand.

If we do not adequately manage our inventory levels, our operating results could be adversely affected.

Once we re-commence sales, we will need to maintain adequate inventory levels to be able to deliver products to distributors on a timely basis. Our inventory supply will depend available cash and on our ability to correctly estimate demand for our products. Our ability to estimate demand for our products is imprecise, particularly for new products, seasonal promotions and new markets. If we materially underestimate demand for our products or are unable to maintain sufficient inventory of raw materials, we might not be able to satisfy demand on a short-term basis. If we overestimate distributor or retailer demand for our products, we may end up with too much inventory, resulting in higher storage costs, increased trade spend and the risk of inventory spoilage. Additionally, our maintenance of inventory as needed to meet demand is contingent upon our access to sufficient capital, and due to our limited liquidity we have in the past and expect to continue in the future to be unable to obtain sufficient inventory unless and until we can gain access to the necessary capital. These challenges and the related risks will be heightened by recent developments such as the imposition of tariffs and any impacts thereof on us, the prices of supplies we utilize and the products we sell, delays and supply chain disruptions, similar factors relating to our vendors, and consumers and their demand for products at varying price points and quantities. If we fail to manage our inventory to meet demand, we could damage our relationships with our distributors and retailers and could delay or lose sales opportunities, which would unfavorably impact our future sales and adversely affect our operating results. In addition, if the inventory of our products held by our distributors and retailers is too high, they will not place orders for additional products, which would also unfavorably impact our sales and adversely affect our operating results.

If we fail to maintain relationships with our independent contract manufacturers, our business could be harmed.

We do not manufacture tequila but have instead outsourced the manufacturing process to third-party bottlers and independent contract manufacturers (co-packers). We ~~have not begun bottling water, and when we~~ do ~~begin bottling water it will be through third parties. We do~~ not own the plants or the majority of the equipment required to manufacture and package these brands. Our ability to maintain effective relationships with contract manufacturers and other third parties for the production and delivery of our beverage products in a particular geographic distribution area is important to the success of our operations within each distribution area. Our agreements with third parties enable such parties to terminate our relationship within a relatively short period of time. We may not be able to maintain our relationships with contract manufacturers or establish satisfactory relationships with new or replacement contract manufacturers, whether in existing or new geographic distribution areas. The failure to establish and maintain effective relationships with contract manufacturers for a distribution area could increase our manufacturing costs and thereby materially reduce gross profits from the sale of our products in that area. Poor relations with any of our contract manufacturers could adversely affect the amount and timing of product delivered to our distributors for resale, which would in turn adversely affect our revenues and financial condition. In addition, our agreements with our contract manufacturers are terminable at any time, and any such termination could disrupt our ability to deliver products to our customers.

Further, if third parties on which we depend to manufacture products increases their prices, we may not be able to secure alternative suppliers, and may not be able to raise the prices of our products to cover all or even a portion of the increased costs. Also, any failure by these third parties to perform satisfactorily or handle increased orders, or delays in shipping, could cause us to fail to meet orders for our products, lose sales, incur additional costs and/or expose us to product quality issues. We are also dependent upon such third parties continued liquidity and factors which affect such third parties ability to operate including:

● adverse weather event and other acts of God;

● labor uncertainties including the availability of employees;

● environmental compliance;

● foreign exchange exposure;

● quality control;

● political instability;

● contract enforcement;

● intellectual property protection; and

● transportation disruptions.

In turn, this could cause us to lose credibility in the marketplace and damage our relationships with distributors, ultimately leading to a decline in our business and results of operations. If we are not able to renegotiate these contracts on acceptable terms or find suitable alternatives, our business, financial condition or results of operations could be negatively impacted.

If we experience disruption within our supply chain, manufacturing or distribution channels, it could have an adverse effect on our business, financial condition and results of operations.

~~Once~~If we are able to re-commence sales, our ability, through our suppliers, business partners, manufacturers, independent distributors and retailers, to make, move and sell products is critical to our success. Damage or disruption to our suppliers or to manufacturing or distribution capabilities due to weather, natural disaster, ~~fire~~ fire or explosion, terrorism, pandemics, labor strikes, geopolitical events or other reasons, could impair the manufacture, distribution ~~and~~ and sale of our products. Many of these events are outside of our control. Failure to take adequate steps to protect against or mitigate ~~the~~ the likelihood or potential impact of such events, or to effectively manage such events if they occur, could adversely affect our business, financial condition and results of operations.

The volatility of energy prices may have an adverse impact on our gross margin.

Over the past few years, volatility in the global oil markets has resulted in variable fuel prices, which many shipping companies have passed on to their customers by way of higher base pricing and increased fuel surcharges. While energy costs in the U.S. are generally lower in 2025, they may increase again particularly if the Democrats regain the Presidency. If fuel prices increase, we expect to experience higher shipping rates and fuel surcharges, as well as energy surcharges on our raw materials. It is difficult to predict what will happen in the fuel markets in the future. Due to the price sensitivity of our products, we may not always be able to pass such increases on to our customers.

We expect to rely upon our ongoing relationships with our key flavor suppliers. If we are unable to source our flavors on acceptable terms from our key suppliers, we could suffer disruptions in our business.

In the past, we have purchased our flavor concentrate from various flavor concentrate suppliers, and seek to continually develop other sources of flavor concentrate for certain of our products. Generally, flavor suppliers hold the proprietary rights to their flavor-specific ingredients. Although we have the exclusive rights to flavor concentrates developed with our current flavor concentrate suppliers, and while we have the rights to the ingredients for our products, we do not have the list of ingredients for our flavor extracts and concentrates, and in the event of a termination or failure to perform by these suppliers, we may be unable to obtain these exact flavors or concentrates from alternative suppliers on short notice. If we have to replace a flavor supplier, we could experience disruptions in our ability to deliver products to our customers, which could have a material adverse effect on our results of operations.

In the past, we have purchased our flavor concentrate from various flavor concentrate suppliers and seek to continually develop other sources of flavor concentrate for certain of our products. Generally, flavor suppliers hold the proprietary rights to their flavor-specific ingredients. Although we have the exclusive rights to flavor concentrates developed with our current flavor concentrate suppliers, and while we have the rights to the ingredients for our products, we do not have the list of ingredients for our flavor extracts and concentrates, and in the event of a termination or failure to perform by these suppliers, we may be unable to obtain these exact flavors or concentrates from alternative suppliers on short notice. If we have to replace a flavor supplier, we could experience disruptions in our ability to deliver products to our customers, which could have a material adverse effect on our results of operations.

We are dependent on a distiller in Mexico to provide us with our finished tequila product. Failure to obtain satisfactory performance from them or a loss of their services could cause us to lose future sales, incur additional costs, and lose credibility in the marketplace.

The Company estimates that it requires a minimum of approximately $2500,000 ~~million~~ of additional capital to begin pursuing its Chispo business strategy. If we can raise sufficient capital to pursue this business strategy, we will depend on a distiller in Jalisco, Mexico for the tequila certification, production, bottling, labeling, capping and packaging of our finished tequila product. We do not have a written agreement with our distiller in Mexico obligating it to produce our product. The termination of our relationship with our distiller in Mexico or an adverse change in the terms of its services could have a negative impact on our business. If our distiller in Mexico increases its prices, we may not have alternative sources of ~~supply~~ supply at comparable prices and may not be able to raise the prices of our products to cover all, or even a portion, of the increased costs. In addition, if our distiller in Mexico fails to perform satisfactorily, fails to handle increased orders, or we lose the services of of our distiller in Mexico, along with delays in shipments of products, it could cause us to fail to meet orders, lose sales, incur additional costs, and/or expose us to product quality issues. In turn, this could cause us to lose credibility in the marketplace and damage our relationships with our customers and consumers, ultimately leading to a decline in our business and results of operations.

If we are unable to attract and retain key personnel, our efficiency and operations would be adversely affected; in addition, management turnover causes uncertainties and could harm our business.

Our success depends on our ability to attract and retain highly qualified employees in such areas as finance, sales, marketing and product development. We compete to hire new employees, and, in some cases, must train them and develop their skills and competencies. We may not be able to provide our employees with competitive salaries, and our operating results could be adversely affected by increased costs due to increased competition for employees, higher employee turnover or increased employee benefit costs. We are dependent on our core management team whose knowledge, experience and connections in the industry are critical to our operations and business plan. The loss of these individuals or any other key personnel would therefore have a material adverse effect on our business and ability to operate and compete effectively.

~~Further,~~Our ~~Robert~~previous ~~Nistico,~~management ~~our~~has ~~former~~recently ~~Chief~~been ~~Executive Officer,~~replaced ~~resigned as Chief Executive Officer (but not as a director) effective November 14, 2025~~ and ~~William~~all ~~Devereux,~~employees ~~our former Chief~~have ~~Financial Officer,~~ resigned. asWe ~~Chief~~are ~~Financial~~relying ~~Officer~~upon ~~effective~~our ~~November~~interim 30management, ~~2025.~~particularly WeBrady ~~may~~Cobb’s beand ~~unable~~Michael toBondurant’s ~~find~~experience ~~suitable~~in ~~replacements for~~the ~~Mr.~~cannabis ~~Nistico within a reasonable timeframe or under favorable terms~~field, ~~including due~~ to ~~the~~grow ~~uncertainties relating to~~ our ~~lack~~business ~~of capital as well as the fierce competition for qualified candidates for executive positions both within our industry~~ and ~~for~~complete ~~public~~an ~~companies generally~~acquisition.

Changes to operations, policies and procedures, which can often occur with the appointment of new personnel, can create uncertainty, may negatively impact our ability to execute quickly and effectively, and may ultimately be unsuccessful. In addition, management transition periods are often difficult as the new employees gain detailed knowledge of our operations, and friction can result from changes in strategy and management style. Management turnover inherently causes some loss of institutional knowledge, which can negatively affect strategy and execution. Further there may be additional matters that occurred in 2025 or earlier that our management has not uncovered in addition to undisclosed financings in the second quarter of 2025.

Further, to the extent we experience additional management turnover, our operations, financial condition and employee morale could be negatively impacted. In addition, competition for top management is high and it may take months to find a candidate that meets our requirements. If we are unable to attract and retain qualified management personnel, our business could suffer.

If we fail to protect our trademarks and trade secrets, we may be unable to successfully market our products and compete effectively.

We rely on a combination of trademark and trade secrets, as well as confidentiality procedures and contractual provisions to protect our intellectual property rights and interests in our operations, products and processes. Failure to protect or maintain our intellectual property could harm our brand and our reputation, and adversely affect our ability to compete effectively. Further, enforcing or defending our intellectual property and related rights and interests could result in the expenditure of significant financial and managerial resources. We regard our intellectual property, particularly our trademarks and trade secrets to be of considerable value and importance to our business and our success, and we actively pursue the registration of our trademarks in the United States and internationally. However, the steps taken by us to protect these proprietary rights may not be adequate and may not prevent third parties from infringing or misappropriating our trademarks, trade secrets or similar proprietary rights, particularly outside of the United States where intellectual property rights may not be fully enforceable. In addition, other parties may seek to assert infringement claims against us, and we may have to pursue litigation against other parties to assert our rights. Any such claim or litigation could be costly. In addition, any event that would jeopardize our proprietary rights or any claims of infringement by third parties could have a material adverse effect on our ability to market or sell our brands, profitably exploit our products or recoup our associated costs.

AsIf ~~part of the licensing strategy of our brands,~~ we ~~enter~~ ~~into~~fail ~~licensing agreements under which we grant our licensing partners certain rights~~ to ~~use~~protect our trademarks and ~~other designs. Although~~trade ~~our~~secrets, ~~agreements~~we ~~require~~may ~~that~~be ~~the~~unable ~~use of our trademarks and designs is subject~~ to ~~our~~successfully ~~control~~market ~~and approval, any breach of these provisions, or any other action by any of~~ our ~~licensing~~products ~~partners that is harmful to our brands, goodwill~~ and ~~overall~~compete ~~image, could have a material adverse impact on our business~~effectively.

~~With~~We ~~the~~rely ~~$20~~on ~~million~~a combination of ~~stated~~trademark ~~value~~and ~~included~~trade insecrets, as well as confidentiality procedures and contractual provisions to protect our ~~Series~~intellectual Cproperty ~~Convertible~~rights ~~Preferred~~and ~~Stock~~interests in our operations, products weand ~~expect~~processes. Failure to ~~include~~protect ~~substantial~~or ~~indefinite-lived~~maintain ~~intangible~~our ~~assets~~intellectual onproperty could harm our ~~balance~~brand ~~sheet~~and atour reputation and adversely ~~September~~affect ~~30,~~our ~~2025~~ability to compete effectively. Further, ~~which~~enforcing or defending our intellectual property and related rights and interests could result in the expenditure of significant financial and managerial resources. We regard our ~~incurring~~intellectual ~~material~~property, ~~future~~particularly ~~impairment~~our trademarks ~~expenses~~and trade secrets to be of considerable value and importance to our business and our success, and we actively pursue the registration of our trademarks in the ~~future~~United States and internationally. However, the steps taken by us to protect these proprietary rights may not be adequate and may not prevent third parties from infringing or misappropriating our trademarks, trade secrets or similar proprietary rights, particularly outside of the United States where intellectual property rights may not be fully enforceable. In addition, other parties may seek to assert infringement claims against us, and we may have to pursue litigation against other parties to assert our rights. Any such claim or litigation could be costly. In addition, any event that would jeopardize our proprietary rights or any claims of infringement by third parties could have a material adverse effect on our ability to market or sell our brands, profitably exploit our products or recoup our associated costs.

On June 25, 2025, we acquired our Water Assets by issuing the seller shares of our Series C Convertible Preferred Stock. The Series C contains a stated value of $20 million. Under Generally Accepted Accounting Principles, we will be required to account for this issuance as of June 30, 2025 by including $20 million of non-current assets on our balance sheet. Annually we will be required to review this asset and make a judgment as to whether it is impaired. If we are required to impair part or all of the Water Assets in the future, it will be recorded as a non-cash charge to our results of operations. A large impairment charge could cause investors to sell our stock resulting in a decrease in our future prevailing market price.

If we encounter product recalls or other product quality issues, our business may suffer.

Product quality issues, real or imagined, or allegations of product contamination, even when false or unfounded, could tarnish our image and could cause consumers to choose other products. In addition, because of changing government regulations or implementation thereof, or allegations of product contamination, we may be required from time to time to recall products entirely or from specific markets. Product recalls could affect our profitability and could negatively affect brand image.

Because our business is subject to many regulations, noncompliance is costly.

The production, marketing and sale of our beverages, including contents, labels, caps and containers, are subject to the rules and regulations of various federal, foreign, state and local health and other agencies. The regulations to which we are subject impose requirements on production, distribution, marketing, advertising and labelling of products. We are required to comply with these regulations and to maintain various permits and licenses. We will be required to conduct business only with holders of licenses to import, warehouse, transport, distribute and sell our products. We cannot assure you that these and other governmental regulations applicable to our industry will not change or become more stringent. Moreover, because these laws and regulations are subject to interpretation, we may not be able to predict when and to what extent liability may arise. Additionally, due to increasing public concern over alcohol-related societal problems, including driving while intoxicated, underage drinking, alcoholism and health consequences from the abuse of alcohol, various levels of government may seek to impose additional restrictions or limits on advertising or other marketing activities promoting beverage alcohol products. Failure to comply with any of the current or future regulations and requirements relating to our industry and products could result in monetary penalties, suspension or even revocation of our licenses and permits. Costs of compliance with changes in regulations could be significant and could harm our business, as we could find it necessary to raise our prices in order to maintain profit margins, which could lower the demand for our products and reduce our sales and increase our losses.

Also, the distribution of beverage alcohol products is subject to extensive taxation (at both the federal and state government levels), and beverage alcohol products themselves are the subject of national import and excise duties in most countries around the world. An increase in taxation or in import or excise duties could also significantly harm our revenues and margins, both through the reduction of overall consumption and by encouraging consumers to switch to lower-taxed categories of beverage alcohol.

If a regulatory authority finds that a current or future product or production batch or “run” is not in compliance with any of these regulations, we may be fined, forced to recall products, or production may be stopped, which would adversely affect our financial condition and results of operations. Similarly, any adverse publicity associated with any noncompliance may damage our reputation and our ability to successfully market our products. Furthermore, the rules and regulations are subject to change from time-to-time, we cannot anticipate whether changes in these rules and regulations will impact our business adversely. Additional or revised regulatory requirements, whether labeling, environmental, tax or otherwise, could have a material adverse effect on our financial condition and results of operations.

If we complete the acquisition of a business in the cannabinoid space, such a business will face substantial and challenging regulations. Government regulation of cannabinoids remains dynamic, multi-layered, and complex. The sale of cannabinoid products are influenced by federal law, state legislation, and international regulatory frameworks, each of which shapes the permissible scope of manufacturing, marketing, labeling, distribution, and sale of such products. If we acquire such a business, we will therefore be required to devote significant resources to monitoring regulatory developments and adjusting operations accordingly and may not be able to achieve the benefits anticipated or sought from such acquisition due to any adjustments to an acquisition target entity’s operations or other adverse developments which may arise from the foregoing.

Government regulations, any changes thereto and/or any failure by us to comply with these regulations, could adversely affect our business, financial condition and results of operations.

Our business and properties are subject to various federal, state and local laws and regulations, including those governing the production, packaging, quality, labeling and distribution of beverage products. In addition, various governmental agencies have enacted or are considering additional taxes on certain non-alcoholic beverages as well as alcoholic beverages. Further, we are subject to licensing and permitting requirements in the various jurisdictions in which we conduct business. Changes in existing laws or regulations or any failure by us to fully comply with these varying and evolving requirements could require us to incur material expenses and negatively affect our financial results, including through lower sales, higher costs negative publicity and other adverse consequences.

Moreover, because these laws and regulations are subject to interpretation, we may not be able to predict when, and to what extent, liability may arise. Additionally, due to increasing public concern over alcohol-related societal problems, including driving while intoxicated, underage drinking, alcoholism and health consequences from the abuse of alcohol, various levels of government may seek to impose additional restrictions or limits on advertising or other marketing activities promoting beverage alcohol products. Failure to comply with any of the current or future regulations and requirements relating to our industry and products, could result in monetary penalties, suspension or even revocation of our licenses and permits. Costs of compliance with changes in regulations could be significant and could harm our business, as we may find it necessary to raise our prices in order to maintain profit margins, which could lower the demand for our products and reduce our sales and profit potential.

In addition, the distribution of beverage alcohol products is subject to extensive taxation both in the United States and internationally (and, in the United States, at both the federal and state government levels), and beverage alcohol products themselves are the subject of national import and excise duties in most countries around the world. An increase in taxation or in import or excise duties could also significantly harm our revenue and margins, both through the reduction of overall consumption and by encouraging consumers to switch to lower-taxed categories of beverage alcohol.

We will be exposed to product liability or other related liabilities which could have significant negative financial repercussions on our solvency.

Although we maintain general liability insurance and take certain other measures in an effort to reduce the risk of liabilities, these measures may not be sufficient for us to successfully avoid or limit product liability or other related liabilities. The Company has not generated any revenue since March 2025, and it does not currently carry product liability insurance. The Company intends to acquire product liability insurance prior to shipping any products, but may not have the capital to do so. ~~The Company carries property insurance for its locations in Fort Lauderdale, FL and Sarasota, FL.~~ Further, any contractual indemnification and insurance coverage we have in the future from parties supplying our products is limited, as a practical matter, to the creditworthiness of the indemnifying party and the insured limits of any insurance provided by these suppliers. Extensive product liability claims could be costly to defend and/or costly to resolve and could harm our reputation or business, and we may face uninsured or underinsured claims and liabilities due to the factors described above.

We could face issues including the risk of contamination of our products and/or counterfeit or confusingly similar products.

The success of our brands depends upon the positive image that consumers have of them. Contamination, whether arising accidentally or through deliberate third-party action, or other events that harm the integrity or consumer support for our brands, could affect the demand for our products. Contaminants in raw materials purchased from third parties and used in the production of our products or defects in the production processes, including third party manufacturers on which we rely and over which we lack control, could lead to low beverage quality, as well as illness among, or injury to, consumers of our products and could result in reduced sales of the affected brand or all of our brands and potentially serious damage to our reputation for product quality, as well as product liability claims. Also, to the extent that third parties sell products that are either counterfeit versions of our brands or brands that look like our brands, consumers of our brands could confuse our products with products that they consider inferior. This could cause them to refrain from purchasing our brands in the future and in turn could impair our brand equity and adversely affect our sales and operations. For example,

aWe ~~key~~could ~~marketing~~face ~~feature~~issues ofincluding ~~our Water Assets is~~ the ~~purity~~ ~~and~~risk ~~health features~~ of ~~the water we have access to through extraction rights. Further, subject to receipt of the necessary funding,~~contamination ~~we intend to withdraw, bottle and distribute the water through the use~~ of ~~third~~our ~~party~~products ~~vendors over which we will have limited~~ and/or nocounterfeit ~~control outside of contractual rights. To the extent, due to our own actions~~ or ~~the~~confusingly ~~actions~~similar of others, the water we sell becomes contaminated, it could materially adversely affect that line of business and brand, and our ability to generate material revenue and reputation could be materially adversely affectedproducts.

The success of our brands depends upon the positive image that consumers have of them. Contamination, whether arising accidentally or through deliberate third-party action, or other events that harm the integrity or consumer support for our brands, could affect the demand for our products. Contaminants in raw materials purchased from third parties and used in the production of ~~any~~our products or defects in the production processes, including third party manufacturers on which we rely and over which we lack control, could lead to low beverage quality, as well as illness among, or injury to, consumers of our products and could ~~force~~result usin reduced sales of the affected brand or all of our brands and potentially serious damage to our reputation for product quality, as well as product liability claims. Also, to ~~destroy~~the ~~tequila~~extent that third parties sell products that are either counterfeit versions of our brands or ~~water~~brands ~~held~~that look like our brands, consumers of our brands could confuse our products with products that they consider inferior. This could cause them to refrain from purchasing our brands in ~~inventory~~the future and in turn could impair our brand equity and adversely affect our sales and operations. Contamination of any of our products could force us to destroy inventory we hold and could cause the need for a product recall, which could significantly damage our reputation for product quality.

Water scarcity and poor quality could negatively impact our costs and capacity.

Water is a main ingredient for our Chispo tequila, is vital to the production of the agricultural ingredients on which our business relies and is needed in our manufacturing process. It also is critical to the prosperity of the communities we serve. Water is a limited resource in many parts of the world, facing unprecedented challenges from overexploitation, increasing demand for food and other consumer and industrial products whose manufacturing processes require water, increasing pollution and emerging awareness of potential contaminants, poor management, lack of physical or financial access to water, sociopolitical tensions due to lack of public infrastructure in certain areas of the world and the effects of climate change. As the demand for water continues to increase around the world, and as water becomes scarcer and the quality of available water deteriorates, we may incur higher costs or face capacity constraints and the possibility of reputational damage, which could adversely affect our profitability or net operating revenues in the long run.

Significant additional labeling or warning requirements may inhibit sales of affected products.

Various jurisdictions may seek to adopt significant additional product labeling or warning requirements relating to the chemical content or perceived adverse health consequences of certain products. These types of requirements, if they become applicable to one or more of our products under current or future environmental or health laws or regulations, may inhibit sales of such products. For example, in California, a law requires that a specific warning appear on any product that contains a component listed by the state as having been found to cause cancer or birth defects. This law recognizes no generally applicable quantitative thresholds below which a warning is not required. If a component found in one of our products is added to the list, or if the increasing sensitivity of detection methodology that may become available under this law and related regulations as they currently exist, or as they may be amended, results in the detection of an infinitesimal quantity of a listed substance in one of our beverages produced for sale in California, the resulting warning requirements or adverse publicity could affect our sales.

IfAs and to the extent we are subject to litigation, we may incur significant liabilities and litigation expenses.

We have been subject to and may in the future become party to litigation. See “Legal Proceedings.” Litigation involves significant risks, uncertainties and costs, including distraction of management attention away from our business operations. We evaluate litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, we establish reserves and disclose the relevant litigation claims or legal proceedings, as appropriate. These assessments and estimates are based on the information available to management at the time and involve a significant amount of management judgment. Actual outcomes or losses may differ materially from those envisioned by our current assessments and estimates. Our policies and procedures require strict compliance by our employees and agents with all U.S. and local laws and regulations applicable to our business operations, including those prohibiting improper payments to government officials. Nonetheless, our policies and procedures may not ensure full compliance by our employees and agents with all applicable legal requirements. Improper conduct by our employees or agents could damage our reputation or lead to litigation that could result in civil, administrative or criminal penalties, including substantial monetary fines, as well as disgorgement of profits.

Additionally, there has been public attention directed at the alcoholic beverage industry, which we believe is due to concern over problems related to harmful use of alcohol, including drinking and driving, underage drinking and health consequences from the misuse of alcohol. We could be exposed to lawsuits relating to product liability or marketing or sales practices with respect to our alcoholic products. Adverse developments in lawsuits concerning these types of matters or a significant decline in the social acceptability of beverage alcohol products that may result from lawsuits could have a material adverse effect on our business, financial condition and results of operations.

Our industry faces the possibility of litigation including class actions alleging that the continued excessive use or abuse of beverage alcohol has caused death or serious health problems or that we failed to adequately warn consumers of the risks of alcohol consumption. It is also possible that governments could assert that the use of alcohol has significantly increased government-funded healthcare costs. Litigation or assertions of this type have adversely affected companies in the tobacco industry, and it is possible that we, as well as our suppliers, could be named in litigation of this type.

For example, lawsuits have been brought in a number of states alleging that alcoholic beverage manufacturers and marketers have improperly targeted underage consumers in their advertising. Plaintiffs in these cases allege that the defendants’ advertisements, marketing and promotions violate the consumer protection or deceptive trade practices statutes in each of these states and seek repayment of the family funds expended by the underage consumers. While we have not been named in these lawsuits, we could be named in similar lawsuits in the future. Any class action or other litigation asserted against us could be expensive and time-consuming to defend against, depleting our cash and diverting our personnel resources and, if the plaintiffs in such actions were to prevail, our business could be harmed significantly.

We are subject to risks inherent in sales of products in international markets.

~~Our~~Certain of our contemplated operations are outside of the United ~~States;~~ ~~however~~States, and there can be no assurance that these products that we sell will be accepted or be successful in any particular ~~foreign~~ foreign market, due to local or global competition, product price, cultural differences, and consumer preferences or otherwise. There are many factors that could adversely affect demand for our products in foreign markets, including our inability to attract and maintain key distributors in these markets; volatility in the economic growth of certain of these markets; changes in economic, political or social conditions, tariffs including retaliatory tariffs, the status and renegotiations of the North American Free Trade Agreement, imposition of new or increased labeling, product or production requirements, or other legal restrictions; restrictions on the import or export of our products or ingredients or substances used in our products; currency fluctuations, and increased costs of doing business due to compliance ~~with~~ with complex foreign laws and regulations. If we are unable to effectively operate or manage the risks associated with operating in international markets, our business, financial condition or results of operations could be adversely affected.

Water scarcity and poor quality could negatively impact our costs and capacity.

Water is a main ingredient in our products, is vital to the production of the agricultural ingredients on which our business relies and is needed in our manufacturing process. It also is critical to the prosperity of the communities we serve. Water is a limited resource in many parts of the world, facing unprecedented challenges from overexploitation, increasing demand for food and other consumer and industrial products whose manufacturing processes require water, increasing pollution and emerging awareness of potential contaminants, poor management, lack of physical or financial access to water, sociopolitical tensions due to lack of public infrastructure in certain areas of the world and the effects of climate change. As the demand for water continues to increase around the world, and as water becomes scarcer and the quality of available water deteriorates, we may incur higher costs or face capacity constraints and the possibility of reputational damage, which could adversely affect our profitability or net operating revenues in the long run. While our acquisition of the Water Assets is expected to help us have access to a consistent source of high quality water, we may be unable to extract the water in quantities that meet our operational and production needs or which allows us to generate material revenue, and we may be forced to seek other sources of water that are more costly or lower quality, any of which could materially harm our business and reputation. If the quality, quantity, or access to our Water Asset is diminished, the Company will be unable to monetize the Water Asset according to its business plans, with may result in an impairment of the Water Asset’s value.

Our business and operations would be adversely impacted in the event of a failure or interruption of our information technology infrastructure or as a result of a cybersecurity attack.

The proper functioning of our own information technology (“IT”) infrastructure is critical to the efficient operation and management of our business. We may not have the necessary financial resources to update and maintain our IT infrastructure, and any failure or interruption of our IT system could adversely impact our operations. In addition, our IT is vulnerable to cyberattacks, computer viruses, worms and other malicious software programs, physical and electronic break-ins, sabotage and similar disruptions from unauthorized tampering with our computer systems. We believe that we have adopted appropriate measures to mitigate potential risks to our technology infrastructure and our operations from these IT-related and other potential disruptions. However, given the unpredictability of the timing, nature and scope of any such IT failures or disruptions, we could potentially be subject to downtimes, transactional errors, processing inefficiencies, operational delays, other detrimental impacts on our operations or ability to provide products to our customers, the compromising of confidential or personal information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems and networks, financial losses from remedial actions, loss of business or potential liability, and/or damage to our reputation, any of which could have a material adverse effect on our cash flows, competitive position, financial condition or results of operations.

For example, in early 2026 we experienced a hacking incident wherein a malicious third party attempted to impersonate our President to divert funds. While the Company ultimately avoided losses from this incident, this event or similar events in the future could cause substantial financial, reputational and/or operational harm on us or third parties with whom we conduct business. It also delayed us several days from receiving funds we were owed under ELOC Agreement at a time when we had a need for the funds.

This incident reminded us of the need to adopt and maintain appropriate measures to mitigate potential risks to our technology infrastructure and our operations from these IT-related and other potential disruptions. However, given the unpredictability of the timing, nature and scope of any such IT failures or disruptions, as well as our limited resources and personnel, we could potentially be subject to downtimes, transactional errors, processing inefficiencies, operational delays, other detrimental impacts on our operations or ability to provide products to our customers, the compromising of confidential or personal information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems and networks, financial losses from remedial actions, loss of business or potential liability, and/or damage to our reputation, any of which could have a material adverse effect on our cash flows, competitive position, financial condition or results of operations.

If we fail to comply with personal data protection and privacy laws, we could be subject to adverse publicity, government enforcement actions and/or private litigation, which could negatively affect our business and operating results.

In the ordinary course of our business when we generate sales, we receive, process, transmit and store information relating to identifiable individuals (“personal data”), primarily employees, former employees and consumers with whom we interact. For example, when we operated Qplash we collected and processed personal data concerning consumers who access and purchase products on the platform. As a result, we are subject to various U.S. federal and state and foreign laws and regulations relating to personal data. These laws have been subject to frequent changes, and new legislation in this area may be enacted in other jurisdictions at any time. These laws impose operational requirements for companies receiving or processing personal data, and many provide for significant penalties and fines for noncompliance. These requirements with respect to personal data have subjected and may continue in the future to subject the Company to, among other things, additional costs and expenses and have required and may in the future require costly changes to our business practices and information security systems, policies, procedures and practices. Our security controls over personal data, the training of employees and vendors on data privacy and data security, and the policies, procedures and practices we implemented or may implement in the future may not prevent the improper disclosure of personal data by us or the third-party service providers and vendors whose technology, systems and services we use in connection with the receipt, storage and transmission of personal data. Unauthorized access or improper disclosure of personal data in violation of personal data protection or privacy laws could harm our reputation, cause loss of consumer confidence, subject us to regulatory enforcement actions (including fines), and result in private litigation against us, which could result in loss of revenue, increased costs, liability for monetary damages, fines and/or criminal prosecution, all of which could negatively affect our business and operating results.

Our results of operations may fluctuate from quarter to quarter for many reasons, including seasonality.

In the past, our sales were seasonal, and we may experience seasonality if we resume generating revenue. Companies similar to ours have historically generated a greater percentage of their revenues during the warm weather months of April through September. The timing of customer purchases will vary each year and sales can be expected to shift from one quarter to another. As a result, management believes that period-to-period comparisons of results of operations are not necessarily meaningful and should not be relied upon as any indication of future performance or results expected for the fiscal year.

Material weaknesses in our internal control over financial reporting may cause us to fail to timely and accurately report our financial results or result in a material misstatement of our consolidated financial statements.

A material weakness exists over our financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a timely basis. In our Form 10-Q for the quarter ended ~~September~~March 3031, ~~2025~~2026, we identified material weaknesses in the Company’s internal controls related to a limited segregation of duties due to our limited resources and insufficient accounting employees, resulting in a lack of controls to ensure maintenance of documentation supporting transactions recorded in the Company’s accounting records. Management has determined that ~~this~~these ~~control deficiency constitutes a~~ material ~~weakness~~weaknesses which ~~could~~ result in material misstatements of significant accounts and disclosures that could result in a material misstatement to our interim or annual financial statements that would not be prevented or detected. In addition, due to limited staffing, we are not always able to detect minor errors or omissions in reporting. ~~While~~ ~~management~~Once ~~has~~we ~~taken~~obtain ~~actions~~sufficient inworking ancapital, we ~~effort~~intend to remediate the material ~~weakness,~~weaknesses. It is possible that the material ~~weakness~~weaknesses over our financial reporting or the discovery of additional material weaknesses and their possible effect on our financial and operating results, could have material and adverse effect on our stock price and investor confidence.

Risks Related to our Securities and Other Risks

Although we are now in compliance with the continued listing requirements of the NYSE American, our failure to maintain continued compliance could result in the delisting of our Common Stock and adversely affect its future stock price.

As disclosed in the Company’s Current Report on Form 8-K filed with the SEC on July 30, 2025, on July 28, 2025, the Company received two letters from the NYSE Regulation confirming that the Company has regained compliance with the continued listing standards of the NYSE American.

We are required to meet certain qualitative and financial tests to maintain the listing of our Common Stock on the NYSE American. In order to maintain this listing, we must maintain certain share prices, financial and share distribution targets, including maintaining a minimum amount of stockholders’ equity and a minimum number of public stockholders. Included in these requirements is that we must maintain stockholders’ equity of $6 million or more because we have reported losses from continuing operations and/or net losses in our five most recent fiscal years.

The Company had previously received notifications from the staff at NYSE American on October 6, 2023, December 20, 2023, and June 5, 2024, that it was not in compliance with Sections 1003(a)(i), (ii), and (iii) of the NYSE American Company Guide.

The Company also received notifications from the NYSE American stating that it was not in compliance with Section 1007 of the NYSE American Company Guide due to its failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2025, which was due to be filed with the SEC no later than May 20, 2025 and its failure to timely file the Company’s Form 10-K for the year ended December 31, 2024 by the filing due date of April 15, 2025.

The first letter stated that the Company is back in compliance with all of the NYSE American continued listing standards set forth in Part 10 of the NYSE American Company Guide. Specifically, the Company resolved the previously identified deficiencies under Sections 1003(a)(i), (ii), and (iii) of the NYSE American Company Guide referenced in the exchange’s letters dated October 6, 2023, December 20, 2023, and June 5, 2024. As a result, the “BC” indicator was removed and the Company was taken off the exchange’s list of noncompliant issuers as of the opening of trading on July 29, 2025. The Company will remain subject to NYSE Regulation’s normal continued listing monitoring going forward.

The second letter confirmed that the Company filed its previously delayed Form 10-K for the fiscal year ended December 31, 2024, and the Form 10-Q for the quarter ended March 31, 2025, on July 11, 2025. As a result, the Company has regained compliance with Section 1007 of the NYSE American Company Guide. The “LF” indicator on the Company’s NYSE pages was removed, and the Company was removed from the list of late filers maintained on the NYSE’s Listed Standards Filing Status page.

In addition, the shares of Common Stock issuable under outstanding convertible securities and the ELOC Agreement could result in downward price pressure on our Common Stock, which could cause our stock price to decrease below the $1.00 bid price minimum under NYSE listing standards. We would need to effect a reverse stock split prior to such an event to avoid a deficiency and automatic delisting procedures.

If in the future we cease to comply with the listing standards of the NYSE, our Common Stock may be delisted which would adversely affect its future stock price and liquidity.

Future sales of Common Stock, or the perception of such future sales, by some of our existing stockholders could cause our stock price to decline.

The market price of our Common Stock could decline as a result of sales of a large number of shares of our Common Stock in the market or the perception that these sales may occur. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell shares in the future at a time and at a price that we deem appropriate.

The Company intends to register the resale of initially up to 10,000,000 shares of Common Stock pursuant to an equity line of credit entered into on September 19, 2025. In addition, pursuant to Registration Rights Agreements entered into in connection with our sale of Series A-1 and accompanying Warrants, Series B, as well as subsequent convertible promissory notes, we are obligated to register the resale of an additional up to 7,754,736 shares of Common Stock issuable to holders of those securities. See also the Risk Factor titled “We have issued multiple classes of preferred stock and other securities of the Company that will result in dilution to existing stockholders upon their conversion and exercise.”17

InOn ~~general~~September 19, ~~from~~2025 ~~time~~the toCompany entered into the ~~time~~ELOC Agreement with C/M pursuant to which, subject to certain ofterms ~~our~~and ~~stockholders~~conditions ~~may~~set beforth ~~eligible~~therein, tothe Company may sell ~~all~~and orissue ~~some~~to C/M shares of ~~their~~Common ~~common~~Stock ~~shares~~for bytotal ~~means~~gross proceeds of ~~ordinary~~up ~~brokerage~~to ~~transactions~~$35 million. Of that amount, the Company received gross proceeds of $2,835,108 infrom the ~~open~~sale ~~market~~of 9,697,836 shares of Common Stock pursuant to ~~Rule~~the ~~144~~ELOC ~~promulgated~~Agreement. These shares were sold under a registration statement which became effective in December 2025 under which we registered the ~~Securities~~sale ~~Act,~~of ~~subject~~up to ~~certain~~10,000,000 ~~limitations~~shares. In ~~general~~addition, pursuant to Registration ~~Rule~~Rights ~~144,~~Agreements ~~non~~entered into in connection with our sale of Series A-~~affiliate~~1 ~~stockholders~~and ~~may~~accompanying ~~sell~~Warrants, ~~freely~~Series ~~after~~B, ~~six~~as ~~months~~well ~~subject~~as ~~only~~subsequent toconvertible promissory notes, we have registered the ~~current~~resale ~~public~~of ~~information~~an ~~requirement.~~additional ~~Affiliates may~~up ~~sell~~to ~~after~~7,765,238 ~~six~~shares ~~months~~of ~~subject~~Common Stock issuable to holders of those securities. See also the ~~Rule~~Risk ~~144~~Factor ~~volume,~~titled ~~manner~~“We have issued multiple classes of ~~sale~~preferred ~~(for~~stock ~~equity~~and other securities), ~~and~~of ~~current~~the ~~public~~Company ~~information~~that will result in dilution to existing stockholders upon their conversion and ~~notice requirements~~exercise.”

Due to the passage of time many shares of our Common Stock outstanding or issuable upon conversion or exercise of derivative securities, including securities that were issued in 2025, are or may become sellable under Rule 144 under the Securities Act. In general, from time to time, certain of our stockholders may be eligible to sell all or some of their common shares by means of ordinary brokerage transactions in the open market pursuant to Rule 144, subject to certain limitations. In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current public information requirement. Affiliates may sell after six months subject to the Rule 144 volume, manner of sale (for equity securities), and current public information and notice requirements.

Sales of substantial amounts of our Common Stock in the public market, or the perception that such sales might occur, could adversely affect the market price of our Common Stock. We cannot predict if and when selling stockholders may sell such shares in the public market.

We have issued multiple classes of preferred stock and other securities of the Company that will result in dilution to existing stockholders upon their conversion and exercise.

The issuance of Common Stock upon conversion of our outstanding convertible preferred stock will result in immediate and substantial dilution to the interests of other stockholders. These series of preferred stock are convertible into a total of up to 228,~~232~~598,~~891~~400 shares of Common Stock, subject to beneficial ownership limitations and certain adjustments. Further, the Series A-1 and Series B each allow the holders to convert at a reduced conversion price equal to 80% of the average of the five trading day volume weighted average price calculated as of the date an applicable conversion notice, subject to a floor price of $1.25. The Series A-1 and Series B each entitle the holders thereof to quarterly dividends which may be paid in Common Stock in lieu of cash. Although conversions are subject to stockholder approval and thereafter holders may not receive shares of Common Stock exceeding 4.99% of our outstanding shares of Common Stock immediately after affecting such conversion, this restriction does not prevent holders from receiving shares up to the 4.99% limit, selling those shares, and then receiving the rest of the shares it is due, in one or more tranches, while still staying below the 4.99% limit. In addition, outstanding Warrants issued in connection with the sales of Series A-1 since June 2025 entitle the holders thereof to receive additional shares of Common Stock upon exercises thereof. If holders choose to do this, it will cause substantial dilution to the then holders of our Common Stock. Additionally, the continued sale of shares issuable upon successive conversions will likely create significant downward pressure on the price of our Common Stock as holders sell material amounts of our Common Stock over time and/or in a short period of time. This could place further downward pressure on the price of our Common Stock and in turn result in holders receiving an ever-increasing number of additional shares of Common Stock upon conversion of its securities, and adjustments thereof, which in turn will likely lead to further dilution, reductions in the exercise/conversion price of holders securities and even more downward pressure on our Common Stock, which could lead to our Common Stock becoming devalued or worthless.

Further, these series of preferred stock contain dividend rights and liquidation preferences in favor of the holders thereof that may operate to limit or reduce the rights of holders of our Common Stock, including with respect to dividends or liquidation events that may occur in the future. For example, the dividend rights of the preferred stock would reduce the Company’s ability to declare dividends while the preferred stock is outstanding. Further, the senior ranking in liquidation preference for the preferred stockholders would operate to reduce or eliminate any amounts which may otherwise have been available to Common Stockholders upon a dissolution or winding up of the Company. These terms could have a material adverse effect on the holders of our Common Stock.

~~The market price of our Common Stock has been volatile and may continue to be volatile.~~18

The market price and trading volume of our ~~Common~~ Common Stock has been volatile in ~~recent periods,~~ and it may continue to be volatile. For example, thus far in 2025, our Common Stock has traded as low as $0.744 and as high as $13.60 per share. We cannot predict the price at which our Common Stock will trade in the future, and the price of our Common Stock may decline. The price at which our Common Stock trades may fluctuate significantly and may be influenced by many factors, including our financial results, developments generally affecting the beverage industry, general economic, industry and market conditions, the depth and liquidity of the market for our Common Stock, fluctuations in prices and costs, investor perceptions of our business, reports by industry analysts, negative announcements by our customers, competitors or suppliers regarding their own performances, and the impact of other Risk Factors discussed herein.

The market price and trading volume of our Common Stock has been volatile in recent periods, and it may continue to be volatile. For example, thus far in 2026 through June, 2026, our Common Stock has traded as low as $0.136 and as high as $0.98 per share, and our trading volume varies dramatically. For example, there were a limited number of trading days with abnormally high volumes occurring in early June 2026. We cannot predict the price at which our Common Stock will trade in the future, and the price of our Common Stock may decline. Further, the volume of trades in our Common Stock on a given trading day and our average daily trading volume may not be indicative of future ability to sell shares of our Common Stock. The price and volume at which our Common Stock trades may fluctuate significantly and may be influenced by many factors, including our financial results, developments generally affecting the beverage industry, general economic, industry and market conditions, the depth and liquidity of the market for our Common Stock, fluctuations in prices and costs, investor perceptions of our business, reports by industry analysts, negative announcements by our customers, competitors or suppliers regarding their own performances, and the impact of other Risk Factors discussed herein.

Our Common Stock could be further diluted as the result of the issuance of additional Common Stock, convertible securities, warrants or options.

We expect to need to issue additional shares of Common Stock and/or Common Stock equivalents in the near term in order to meet our capital requirements and to close an acquisition or strategic transaction. Our issuance of additional Common Stock, convertible securities, options and warrants could affect the rights of our stockholders, result in a reduction in the overall percentage holdings of our stockholders, could put downward pressure on the market price of our Common Stock, could result in adjustments to conversion and exercise prices of outstanding notes and warrants, and could obligate us to issue additional Common Stock to certain of our stockholders.

We incur significant additional costs as a result of being a public company, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

We incur increased costs associated with corporate governance requirements that are become applicable to us as a public company, including rules and regulations of the SEC, under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Customer Protection Act of 2010, and the Exchange Act, as well as the rules of the NYSE American. These rules and regulations significantly increase our accounting, legal and financial compliance costs and make some activities more time consuming, including due to increased training of our current employees, additional hiring of new employees, and increased assistance from consultants. These rules and regulations also make it more expensive for us to maintain directors’ and officers’ liability insurance. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board or as executive officers. Furthermore, these rules and regulations increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, our management team must devote substantial attention to interacting with the investment community and complying with the increasingly complex laws pertaining to public companies, which may divert attention away from the day-to-day management of our business, including operational, research and development and sales and marketing activities. Increases in costs incurred or diversion of management’s attention as a result of becoming a publicly traded company may adversely affect our business, prospects, financial condition, results of operations, and cash flows.

Our Board ~~of Directors~~ may issue and fix the terms of shares of our preferred stock without stockholder approval, which could adversely affect the voting power of holders of our Common Stock or any change in control of our Company.

Our Articles of Incorporation authorize the issuance of up to 5,000,000 shares of “blank check” preferred stock, with par value $0.001 per share, with such designation rights and preferences as may be determined from time-to-time by the Board ~~of Directors~~. Our Board ~~of Directors~~ is empowered, without stockholder approval, to issue shares of preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of our Common Stock. In the event of such issuances, the preferred stock could be used, under certain circumstances, as a method of discouraging, delaying or preventing a change in control ~~of our company~~. ~~Any such issuance would be subject to terms and conditions of any current offering that may disallow any such issuance.~~

~~THE PRIVATE PLACEMENTS~~19

~~Set~~Risks ~~forth~~Related ~~below is an overview of the private placement transactions in which the Selling Stockholder participated and pursuant~~ to ~~which~~this ~~the~~Offering, ~~Selling Stockholders received~~ the ~~Convertible~~ELOC ~~Securities~~and toSales ~~which~~under the ~~registration~~Purchase ~~statement of which this Prospectus forms a parr relates and certain rights incident thereto.~~Agreement

~~Series~~It ~~A-1~~is ~~and~~not ~~Warrants~~possible to predict the actual number of shares of our Common Stock, if any, we will sell under the Purchase Agreement, or the actual gross proceeds resulting from those sales or the dilution to you from those sales. Further, we may not have access to the full amount available under the Purchase Agreement.

~~Effective~~Pursuant ~~June~~to 25the Purchase Agreement, ~~2025~~the Selling Stockholder shall, subject to the ~~Company~~restrictions ~~entered~~and ~~into a~~satisfaction ~~Securities~~of ~~Purchase~~the ~~Agreement~~conditions (in the “Purchase Agreement”), ~~with~~purchase ~~accredited~~from ~~investors~~us ~~pursuant~~up to $35,000,000 of shares of Common Stock, of which ~~the~~we ~~Company~~previously ~~sold~~received ~~and issued~~$2,835,108 afrom ~~total~~C/M ofunder ~~650~~a ~~shares~~prior ofregistration ~~Series~~statement Aon Form S-1, ~~together~~(File ~~with~~No. 333-292243) ~~one~~(the “Prior S-~~year~~1”) ~~Class~~for Agross ~~Warrants~~proceeds tototaling ~~purchase~~$2,835,10. aThe ~~total~~registration statement of ~~162~~which this Prospectus forms a part registers 10,~~500~~000,000 shares for issuance under the Purchase Agreement and resale pursuant to this Prospectus. The shares of our Common Stock ( that may be issued under the “APurchase ~~Warrants”)~~Agreement may be sold, subject to the restrictions and ~~five-year~~satisfaction ~~Class~~of Bthe ~~Warrants~~conditions in the Purchase Agreement, by us to ~~purchase~~the aSelling ~~total~~Stockholder at our discretion from time to time from the Commencement Date (as defined below) until the earliest to occur of ~~162,500~~(i) ~~shares~~the first day of ~~Common~~the ~~Stock~~month next following the 36-month anniversary of the Commencement Date, (ii) the “Bdate ~~Warrants”~~on which the Selling Stockholder shall have purchased the Commitment Amount, and (iii) the Purchase Agreement is otherwise ~~for~~terminated ~~total~~in ~~gross~~accordance ~~proceeds~~with ofits ~~$650,000~~terms.

~~Each~~We ~~share~~do ofnot ~~Series~~have ~~A-1~~a ~~has~~right ato ~~stated~~commence ~~value~~any sales of ~~$1,000.~~Common ~~Beginning~~Stock onto the ~~date~~Selling onStockholder ~~which~~under ~~(i)~~ the ~~Company’s~~Purchase ~~shareholders~~Agreement ~~approve~~until ~~and~~ the ~~Company~~time ~~amends~~when ~~its~~all ~~Articles~~ of ~~Incorporation~~the conditions to ~~increase in~~our ~~authorized~~right to commence sales of Common Stock ofto the ~~Company~~Selling asStockholder ~~and~~set toforth in the ~~extent~~Purchase ~~necessary~~Agreement tohave ~~permit~~been ~~full~~satisfied, ~~issuance~~or the Commencement Date, including the effectiveness of the ~~shares~~registration ~~underlying~~statement of which this Prospectus forms a part. Over the ~~securities together~~36-month ~~with~~period ~~other~~from ~~Common~~and ~~Stock~~after ~~equivalents~~the Commencement Date, ~~and~~we ~~(ii)~~will generally have the ~~Company’s~~right ~~stockholders~~to ~~approve~~control the ~~issuance~~timing and amount of ~~the~~any ~~securities~~sales asof ~~may be~~our ~~required~~Common byStock to the ~~rules~~Selling ofStockholder under the ~~NYSE~~Purchase ~~American~~Agreement. ~~(such~~Sales ~~date~~of our Common Stock, “if any, to the Selling Stockholder ~~Approval~~under ~~Date”)~~the ~~and~~Purchase ~~for~~Agreement awill ~~period~~depend ~~ending~~upon ~~two~~market conditions, ~~years~~our ~~thereafter~~capital needs, ~~each~~ ~~share~~alternative ~~of Series~~financing ~~A-1~~options, ~~are~~and ~~convertible~~other ~~into~~factors ~~Common~~to ~~Stock~~be determined by aus ~~conversion~~in ~~ratio~~our ~~equal~~sole discretion. We may ultimately decide to sell to the ~~stated~~Selling ~~value~~Stockholder all, some or none of the ~~Series~~ ~~A-1 divided~~Common byStock ~~the Series~~that ~~A-1~~may ~~conversion~~be ~~price~~available ~~equal~~for us to sell to the Selling ~~lower~~Stockholder ofpursuant ~~(i)~~to $4the Purchase Agreement.00 ~~per~~Accordingly, ~~share~~we ~~and~~cannot ~~(ii)~~guarantee ~~80%~~that ofwe ~~the~~will ofbe ~~the~~able ~~average~~to sell all of the ~~five~~Commitment ~~trading~~Amount ~~day~~or ~~volume~~how ~~weighted~~much ~~average~~in ~~prices~~proceeds ofwe may obtain under the ~~Company’s~~Purchase ~~Common~~Agreement. ~~Stock~~If aswe ofcannot ~~the~~sell ~~applicable~~securities ~~conversion~~under ~~date~~the ELOC, ~~subject~~we tomay abe ~~floor~~required ~~price~~to ofutilize ~~$1.25.~~more ~~Conversions~~costly and time-consuming means of ~~Series~~accessing ~~A-1~~the ~~are~~capital ~~subject~~markets, towhich ~~beneficial~~could ~~ownership~~have ~~limitations~~a material adverse effect on our liquidity and cash position.

Because the purchase price per share of Common Stock to be paid by the Selling Stockholder for the Common Stock that we may elect to sell to the Selling Stockholder under the Purchase Agreement, if any, will fluctuate based on the market prices of our Common Stock at the time we make such election, it is not possible for us to predict, as of the date of this Prospectus and prior to any such sales, the number of shares of Common Stock that we will sell to the Selling Stockholder under the Purchase Agreement, the purchase price per share that the Selling Stockholder will pay for shares of Common Stock purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases the Selling Stockholder under the Purchase Agreement.

We are registering 10,000,000 shares of our Common Stock under this Prospectus which we may sell for total gross proceeds of up to $32,164,892, representing the total maximum amount under the Purchase Agreement less prior sales. The actual number of shares of our Common Stock issuable under the Purchase Agreement will vary depending on the then current market price of shares of our Common Stock sold to the Selling Stockholder in this offering and the number of shares of our Common Stock we ultimately elect to sell to the Selling Stockholder under the Purchase Agreement. If it becomes necessary for us to issue and sell to the Selling Stockholder under the Purchase Agreement more than the amount of Purchase Shares being registered for resale under this Prospectus in order to receive aggregate gross proceeds equal to $35,000,000 under the Purchase Agreement (including sales under the Prior S-1), we must file with the SEC one or more additional registration statements to register under the Securities Act the resale by the Selling Stockholder of any such additional shares of our Common Stock we wish to sell from time to time under the Purchase Agreement, which the SEC must declare effective, in each case before we may elect to sell any additional shares of our Common Stock under the Purchase Agreement.

~~Holders~~In ofaddition, ~~Series~~the ~~A-1~~Selling ~~shall~~Stockholder beis ~~entitled~~not obligated to ~~vote~~buy onany Common Stock under the Purchase Agreement if such shares, when aggregated with all other Common Stock then beneficially owned anby the Selling Stockholder and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act, and Rule 13d-~~converted~~3 ~~basis~~promulgated thereunder), would result in the Selling Stockholder beneficially owning Common Stock in excess of 4.99% of the then-outstanding shares of Common Stock, or the Beneficial Ownership Limitation; provided, however, the Selling Stockholder may increase the Beneficial Ownership Limitation up to 9.99% at its sole discretion upon 61 days’ prior written notice to us. Our inability to access a portion or the full amount available under the Purchase Agreement, in the absence of any other financing sources, could have a material adverse effect on our business or results of operation.

~~The~~Investors ~~holders~~who ofbuy ~~the Series A-1 are entitled to receive annual dividends equal to 12% of the stated value per share payable quarterly in arrears in cash or in~~ shares of Common Stock atfrom the ~~election~~ ofSelling ~~the~~Stockholder ~~Company.~~at Ondifferent ~~November~~times ~~19,~~will ~~2025,~~likely ~~our~~pay ~~Board~~different of Directors declared a quarterly dividend issuing the holders of the Series A-1 23,050 shares of Common Stock for the three months ended September 30, 2025, payable on November 19, 2025 or as soon thereafter as reasonably practicableprices.

~~Two~~Pursuant ~~years~~to ~~after~~the Purchase Agreement, we have discretion (subject to the ~~issuance~~restrictions and satisfaction of the ~~Series~~conditions ~~A-1,~~in the Purchase Agreement) to vary the timing, price and number of shares ~~Company~~of ~~shall~~Common ~~have~~Stock we sell to the ~~option~~Selling Stockholder. If and when we elect to ~~redeem~~sell shares of Common Stock to the Selling Stockholder pursuant to the Purchase Agreement, after the Selling Stockholder has acquired such shares, the Selling Stockholder may resell all, some or none of such shares at any ~~portion~~time ofor ~~the~~from ~~Series~~time ~~A-1~~to ~~then~~time ~~outstanding,~~in its sole discretion and at different prices. As a ~~price~~result, ~~per~~investors ~~share~~who ~~equal~~purchase toshares from the ~~stated~~Selling Stockholder in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value ~~plus~~of ~~any~~the ~~unpaid~~shares ~~dividends,~~they ~~subject~~purchase from the Selling Stockholder in this offering as a result of future sales made by us to the ~~holders’~~Selling ~~right~~Stockholder at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares to ~~convert~~the ~~prior~~Selling Stockholder under the Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangements with the Selling Stockholder may make it more difficult for us to ~~such~~sell equity or equity-related securities in the future at a ~~redemption~~time and at a price that we might otherwise wish to effect such sales.

~~The~~Future Aresales ~~Warrants are exercisable beginning on the Stockholder Approval Date~~ and/or ~~have~~issuances aof ~~term~~shares of ~~one~~Common Stock, ~~year~~including ~~from~~pursuant ~~issuance.~~to ~~The~~this Aprospectus, ~~Warrants~~or ~~have an exercise price of 80% of~~ the ~~average~~perception ofthat ~~the~~such ~~five~~sales ~~trading day~~may ~~volume~~occur, ~~weighted~~may ~~average~~cause ~~prices of~~ the ~~Company’s~~market ~~Common~~price ~~Stock as~~ of ~~the~~our ~~applicable~~shares ~~exercise~~to drop ~~date~~significantly.

~~The~~On BSeptember ~~Warrants~~19, ~~are~~2025, ~~exercisable~~we ~~beginning~~entered oninto the ~~Stockholder~~Purchase ~~Approval~~Agreement, ~~Date~~pursuant ~~and~~to ~~have~~which athe ~~term~~Selling Stockholder shall, subject to the restrictions and satisfaction of ~~five~~the ~~years~~conditions in the Purchase Agreement, purchase from ~~issuance~~us up to an aggregate of $35,000,000 of shares of Common Stock, upon the terms and subject to the conditions and limitations set forth in the Purchase Agreement. ~~The~~As Bof ~~Warrants~~the ~~have~~date anof ~~exercise~~this ~~price~~Prospectus, the Company has previously sold a total of 9,697,836 shares of Common Stock for total gross proceeds of $42,8355,108 under the Prior S-1.~~00.~~

~~Exercises~~The shares of ~~both~~our Common Stock that may be issued under the APurchase ~~Warrants~~Agreement may be sold, subject to the restrictions and satisfaction of the Bconditions ~~Warrants~~in the Purchase Agreement, by ~~are~~us ~~subject~~to the Selling Stockholder at our discretion from time to ~~beneficial~~time ~~ownership~~from ~~limitations~~the date of effectiveness of the registration statement of which this Prospectus forms a part until the earliest to occur of (i) the first day of the month next following the 36-month anniversary of the Commencement Date, (ii) the date on which the Selling Stockholder shall have purchased the Commitment Amount, or (iii) the Purchase Agreement is otherwise terminated in accordance with its terms.

~~Series~~The Bpurchase price for shares of our Common Stock that we may sell to the Selling Stockholder under the Purchase Agreement will fluctuate based on the trading price of shares of our Common Stock. Depending on market liquidity at the time, sales of shares of our Common Stock may cause the trading price of shares of our Common Stock to decrease. We generally have the right to control the timing and amount of any future sales of shares of our Common Stock to the Selling Stockholder. Additional sales of shares of our Common Stock, if any, to the Selling Stockholder will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the Selling Stockholder all, some or none of the additional shares of our Common Stock that may be available for us to sell pursuant to the Purchase Agreement. If and when we do sell shares of our Common Stock to the Selling Stockholder, after the Selling Stockholder has acquired shares of our Common Stock, the Selling Stockholder may resell all, some, or none of such shares of our Common Stock at any time or from time to time in its discretion and at different prices. Therefore, sales to the Selling Stockholder by us could result in substantial dilution to the interests of other holders of shares of our Common Stock. In addition, if we sell a substantial number of shares of our Common Stock to the Selling Stockholder under the Purchase Agreement, or if investors expect that we will do so, the shares held by the Selling Stockholder will represent a significant portion of our public float and may result in substantial decreases to the price of our Common Stock. The actual sales of shares of our Common Stock or the mere existence of our arrangement with the Selling Stockholder may also make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to affect such sales

Effective June 25, 2025, the Company entered into Securities Exchange Letter Agreements (the “Exchange Agreements”) with certain holders of promissory notes issued by the Company pursuant to which such holders agreed to exchange a total of $12,670,434 of outstanding balance of such notes in exchange for a total of 126,704 shares of Series B. The Company is engaging in the transactions contemplated by the Exchange Agreement in order to exchange debt for equity in an effort to regain compliance with the shareholder equity requirements of the NYSE American. This debt exchange was a key step in meeting the NYSE American continued listing requirements.

Each share of Series B has a stated value of $100. Beginning on the Stockholder Approval Date and for a period ending two years thereafter, each share of Series B will be convertible into Common Stock by a conversion ratio equal to the stated value of the Series B share divided by the Series B conversion price of $6.00 per share, subject to beneficial ownership limitations.

Except as otherwise required by applicable law, the Series B shall not have any voting rights and shall not be entitled to vote on any matters brought before the shareholders of the Company.

The holders of the Series B are entitled to receive annual dividends equal to 12% of the stated value per share payable quarterly in arrears in cash or in shares of Common Stock at the election of the Company. On November 19, 2025, our Board of Directors declared a quarterly dividend issuing the holders of the Series B 322,302 shares of Common Stock for the three months ended September 30, 2025, payable on November 19, 2025 or as soon thereafter as reasonably practicable.

Two years after the issuance of the Series B, the Company shall have the option to redeem all or any portion of the Series B then outstanding, at a price per share equal to the stated value plus any unpaid dividends, subject to the holders’ right to convert prior to such a redemption.

In connection with the transactions described above, the Company entered into a side letter agreement (the “Side Letter”) with three note holders who are also Selling Stockholders who in connection with the conversion of part of their notes were also owed approximately $925,000 in liquidated damages arising from the failure to deliver Common Stock. These note holders held notes with variable or lower conversion prices which were more favorable than the notes held by the other note holders, and exchanged their notes for shares of Series B having a total combined stated value of $2,782,351. Pursuant to the Side Letter, in consideration of the waiver and surrender of such additional rights with respect to such holders’ notes,

~~the~~In ~~Company agreed to provide such holders with the certain additional rights with respect to their Series B~~addition, ~~including~~shares ~~a lower fixed conversion price~~ of ~~$1.50~~our ~~per~~Common ~~share,~~Stock ~~the~~issuable ~~right~~upon exercise toor anvesting ~~increased stated value to 120%~~ of ~~the~~incentive ~~original~~awards ~~stated~~under ~~value~~our ~~upon~~incentive ~~the~~plans ~~occurrence of certain enumerated events~~are, ~~registration~~once ~~rights~~issued, ~~exchange~~eligible ~~rights~~for ~~and~~sale ~~price~~in ~~protection~~the ~~adjustment~~public ~~provisions~~market, ~~with~~subject ~~respect~~ to ~~subsequent~~ ~~issuances~~any oflock-up ~~securities~~agreements ~~(subject to certain limitations~~ and ~~exceptions)~~, ain ~~200%~~some ~~reserve requirement~~cases, ~~with~~limitations ~~respect~~on tovolume ~~quarterly~~and ~~dividend payments,~~manner aof ~~formula~~sale ~~tied~~applicable to ~~20%~~affiliates ~~discount~~under toRule ~~five~~144. ~~trading day volume weighted average price (“VWAP”) for purposes of dividend~~Furthermore, ~~payments~~shares ~~in the form~~ of our Common Stock, ~~and~~reserved afor ~~125%~~future ~~redemption~~issuance ~~premium~~under ~~(which~~our ~~the~~incentive ~~Company~~plan may ~~redeem~~become asavailable tofor ~~such~~sale ~~holders’ at any time),~~ in ~~each case as more particularly set forth in the Side Letter~~future.

~~Convertible~~We ~~Notes~~may use proceeds from sales of our Common Stock made pursuant to the Purchase Agreement in ways with which you may not agree or in ways which may not yield a significant return.

OnWe ~~September~~will ~~19,~~have ~~2025,~~broad ~~the~~discretion ~~Company~~over ~~entered~~the ~~into~~use aof proceeds ~~Securities~~from sales of our Common Stock made pursuant to the Purchase Agreement, ~~with~~including ~~two~~for any of the ~~Selling~~purposes ~~Stockholders~~described in the section entitled “Use of Proceeds,” ~~pursuant~~and toyou ~~which~~will ~~the~~not ~~Company~~have ~~received~~the $2opportunity,~~000,000~~ onas ~~September~~part 22of your investment decision, to assess whether the proceeds ~~2025~~are being used appropriately. Because of the number and variability of factors that ~~day~~will ~~issued~~determine toour ~~such~~use ~~Selling~~of ~~Stockholders~~the net proceeds, their ultimate use may vary substantially from their currently intended use. While we expect to use the ~~Notes~~net inproceeds anfrom ~~aggregate~~this ~~principal~~offering ~~amount~~as set forth in “Use of $2Proceeds,~~200~~” we are not obligated to do so. The failure by us to apply these funds effectively could harm our business,~~000~~ and the net proceeds may be used for corporate purposes that do not increase our operating results or enhance the value of our Common Stock.

Each Note is convertible into shares of the Company’s Common Stock at a conversion price equal to the lower of (i) $1.75 per share and (ii) $0.01 above the closing sale price on the date of conversion. The Notes do not bear any interest absent an event of default, and mature on September 22, 2026. The Notes contain customary events of default, the occurrence of which results in the entire outstanding amount of principal and other amounts payable becoming immediately due and payable, and interest accruing at a rate of 7% per annum.

The Company may prepay the Notes at any time and from time to time, in whole or in part, without premium or penalty.

While any portion of the Notes is outstanding, and after the Company has effected an aggregate of $3,000,000 of purchases from the Investor under the ELOC Agreement which the Company entered into on September 19, 2025 with one of the Selling Stockholders, if the Company receives further gross proceeds under the ELOC Agreement, the Company shall apply 30% of the proceeds to repay the outstanding amounts owed under the Notes, until the Notes are paid in full.

As collateral for the obligations under the Notes, the Company granted to the Investors a security interest in all of the Company’s assets, subject to certain exceptions, pursuant to and as set forth in a Security Agreement entered into between the Company and each Investor.

In connection with the issuance of the Notes, on September 19, 2025, the Company also entered into a Registration Rights Agreement pursuant to which the Company has agreed to file a Registration Statement for the Common Stock underlying the Notes within 30 days of the closing date.

On November 18, 2025, the Notes were amended and restated solely to add floor price equal to $0.4024 with respect to any conversions of the Notes.

Side Letter Agreement

In connection with each of the transactions described above, each of the Selling Stockholder became entitled to certain registration rights with respect to their Convertible Securities. On September 26, 2025, the Company and the Selling Stockholders agreed to an extension to the registration rights such that the Company’s deadline for filing the resale registration statement of which this Prospectus forms a part was extended to November 20, 2025. Pursuant to a side letter agreement dated June 25, 2025, if the Company failed to meet such deadline or comply with certain other covenants set forth therein, the stated value Selling Stockholders’ Series B would increase to 120% of the original stated value.

The June 25 side letter also provides that, in the event that the Company fails to timely file a required periodic report with the SEC beginning six months following such date, fails to make dividend payments contemplated by the Series B, incurs indebtedness for borrowed money outside of the ordinary course of business in excess of $3,000,000, or fails to deliver conversion shares within the timeframe contemplated by the Series B Certificate of Designations in connection with a conversion by a holder signatory thereto, the stated value of the Series B held by such holders shall increase to 120% of the original stated value thereof

~~Stockholder~~THE ~~Approval~~PURCHASE AGREEMENT

On October 31, 2025 such shareholders’ meeting was held and the issuance of shares of Common Stock underlying the securities described above was approved by the Company’s shareholders, and such securities became convertible and exercisable in accordance with their terms and the rules of the NYSE American.Overview

~~USE~~On OFSeptember ~~PROCEEDS~~19, 2025, we entered into the Purchase Agreement with the Selling Stockholder. Sales of our Common Stock to the Selling Stockholder under the Purchase Agreement, and the timing of any sales, will be determined by us from time to time in our sole discretion and will depend on a variety of factors, including, among other things, market conditions, the trading price of our Common Stock and determinations by us regarding the use of proceeds from any sale of such Common Stock. The net proceeds from any sales under the ELOC will depend on the frequency with, and prices at which, the shares of Common Stock are sold to the Selling Stockholder. To the extent we sell shares under the Purchase Agreement, we currently plan to use the net proceeds for working capital and other general corporate purposes. The Company previously filed the Prior S-1 related to sales under the ELOC. On December 22, 2025, the Prior S-1 was declared effective and since then we sold 9,697,836 shares to the Selling Stockholder under the Purchase Agreement for $2,835,108. The Company sold all the shares registered on the Prior S-1 to the Selling Stockholder and the Selling Stockholder indicated to the Company that they had sold substantially all of the shares under the Prior S-1.

WeIn ~~will~~accordance ~~not~~with ~~receive~~our ~~any~~obligations under of the ~~proceeds~~Purchase ~~from~~Agreement, ~~the~~or ~~sale of~~ the ~~shares~~Registration ofRights ~~our~~Agreement, ~~Common~~pursuant ~~Stock~~to ~~being~~which ~~offered~~we ~~for~~agreed ~~sale~~to byprovide the Selling ~~Stockholders.~~Stockholder ~~Upon~~with customary ~~the~~registration ~~exercise~~rights ofrelated to the ~~Warrants,~~shares ~~assuming~~issued ~~all such~~under ~~exercises~~the ~~are~~Purchase ~~cash exercises~~Agreement, we ~~will~~have ~~receive~~filed ~~the~~a ~~exercise~~registration ~~price~~statement of ~~the Warrants,~~ which this ~~will~~Prospectus ~~equal~~forms ~~80%~~a ofpart ~~the~~in ~~average~~order ofto register the ~~five trading~~resale ~~day VWAP calculated as~~ of ~~the~~up ~~date~~to ~~the~~10,000,000 ~~applicable~~Purchase ~~Notice~~Shares ofthat ~~Exercise~~we ismay ~~transmitted~~elect, toin ~~the~~our ~~Company~~sole ~~for the A Warrants~~discretion, ~~and will~~ ~~equal~~to ~~$4.00~~issue ~~per~~and ~~share~~sell ~~for~~to the BSelling ~~Warrants~~Stockholder, ~~subject~~from time to ~~certain~~time ~~adjustments.~~after Wethe ~~will~~Commencement ~~bear~~Date ~~all~~upon ~~fees~~the terms and ~~expenses~~subject ~~incident~~ to ~~our~~the ~~obligation~~conditions toand ~~register~~limitations ~~the shares~~ of ~~Common~~the ~~Stock.~~Purchase ~~Brokerage fees~~Agreement, ~~commissions~~subject ~~and similar expenses, if any, attributable~~ to ~~the~~applicable ~~sale~~stock ofexchange ~~shares offered hereby will be borne by the Selling Stockholder~~rules.

~~There~~Under isapplicable NYSE rules, in no ~~assurance~~event may we issue to the ~~Warrants~~Selling ~~will~~Stockholder beshares ~~exercised for~~of ~~cash~~our Common Stock representing more than 19.99% Weof ~~intend~~the total number of shares of Common Stock outstanding immediately prior to ~~use~~the ~~such~~date ~~proceeds~~of the Purchase Agreement (the “Exchange Cap”), unless we obtain prior stockholder approval or if ~~any~~such approval is not required in accordance with the applicable NYSE American rules. We held a stockholders’ meeting on October 31, ~~for~~2025 ~~general~~at ~~corporate~~which, ~~and~~among ~~working~~other ~~capital~~things, ~~purposes~~our stockholders voted to approve the issuance of shares of Common Stock under the Purchase Agreement in excess of the Exchange Cap.

~~PLAN~~In OFaddition, ~~DISTRIBUTION~~the Selling Stockholder is not obligated to purchase any Common Stock under the Purchase Agreement if such shares, when aggregated with all other Common Stock then beneficially owned by the Selling Stockholder and its respective affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the Selling Stockholder beneficially owning Common Stock in excess of 4.99% of the then-outstanding shares of Common Stock, or the “Beneficial Ownership Limitation”; provided, however, the Selling Stockholder may increase the Beneficial Ownership Limitation up to 9.99% at its sole discretion upon 61 days’ prior written notice to us. Our inability to access a portion or the full amount available under the Purchase Agreement, in the absence of any other financing sources, could have a material adverse effect on our business or results of operation.

WeThe ~~are~~Purchase ~~registering~~Agreement ~~the shares of Common Stock issuable~~and ~~upon~~Registration ~~conversion~~Rights ~~and~~Agreement ~~exercise~~contain ofcustomary ~~the~~registration ~~Convertible~~rights, ~~Securities~~representations, towarranties, ~~permit~~conditions ~~the~~and ~~resale~~indemnification ~~of the shares of Common Stock~~ obligations by ~~the~~each ~~holders~~party. ofThe ~~the~~representations, ~~Convertible Securities~~warranties ~~from~~and ~~time-to-time~~covenants ~~after~~contained ~~the~~in ~~date~~such ofagreements ~~this~~were ~~Prospectus.~~made Weonly ~~will~~for ~~not~~purposes ~~receive any~~ of ~~the~~such ~~proceeds from the sale by the Selling Stockholders~~agreements ofand ~~the~~as ~~shares~~ of ~~Common~~specific ~~Stock~~dates, ~~except~~were wesolely ~~will~~for ~~receive~~ the ~~exercise~~benefit ~~price~~ of ~~any Warrants not exercised by~~ the ~~Selling~~parties ~~Stockholders~~to onsuch ~~a cashless~~agreements ~~exercise~~and ~~basis. We~~ are ~~bearing~~subject ~~all fees and expenses incident~~ to ~~our~~certain ~~obligation~~important ~~to register the sale of the shares~~limitations.

~~The~~Purchases ~~Selling Stockholders may sell all or a portion~~ of ~~the~~Shares ~~shares~~ of ~~Common Stock held by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers~~ ~~or agents. If the shares of~~ Common Stock ~~are~~under ~~sold through underwriters or broker-dealers,~~ the ~~Selling~~Purchase Stockholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods:Agreement

●The onPurchase ~~the~~Agreement ~~NYSE~~provides ~~American~~that, orupon ~~any~~the ~~other~~terms and ~~national~~subject ~~securities~~to ~~exchange~~the orconditions ~~quotation~~set ~~service~~forth onin ~~which~~the Purchase Agreement, the ~~securities~~Company may beissue ~~listed~~and orsell ~~quoted~~to atC/M, and C/M shall purchase from the ~~time~~Company, up to $35,000,000 of ~~sale;~~the Company’s Common Stock, subject to the Exchange Cap of 19.99% of the outstanding Common Stock prior to the Company obtaining stockholder approval.

●The inPurchase Agreement essentially gives us the ~~over-~~right to put (or offer to sell) Common Stock to C/M as described below. Specifically, the~~-counter~~ ~~market;~~purchase and sale terms provided for by the Purchase Agreement are as follows:

● in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

● through the writing or settlement of options, whether such options are listed on an options exchange or otherwise;

● ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

● block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

● an exchange distribution in accordance with the rules of the applicable exchange;

●(i) ~~privately~~Fixed ~~negotiated~~Purchase. ~~transactions~~On any business day, the Company has the right to direct C/M to purchase shares of Common Stock at a purchase price equal to 95% of the lower of (A) the daily volume weighted average price (“VWAP”) of the Company’s Common Stock for the five trading days immediately preceding the applicable purchase date for such Fixed Purchase and (B) the lowest trading price of a share of Common Stock on such date; provided that if the closing price of the Common Stock on such date is lower than such purchase price, then the purchase price shall be reduced to equal such closing price, and provided further that such purchases shall be subject to an individual transaction limitation of $500,000, a daily limitation of $10,000,000 and to a floor price of $0.80; and

●(ii) ~~short~~VWAP ~~sales~~Purchase. ~~made~~On ~~after~~any business day, the Company has the right to direct C/M to purchase Common Stock at a purchase price equal to 95% of the lower of (A) the closing sale price on such date and (B) the VWAP during a period specified in the Purchase Agreement, provided that such purchases shall be subject to a daily limitation of ~~this~~$10,000,000 ~~Prospectus;~~and to a floor price of $0.85.

●The ~~broker-dealers~~foregoing ~~may~~purchase ~~agree~~terms ~~with~~are asubject ~~selling~~to ~~security~~certain additional ~~holder~~conditions toand ~~sell~~limitations, aincluding ~~specified~~the ~~number~~Beneficial Ownership Limitation with respect to C/M’s ownership of ~~such~~the ~~shares~~Company’s Common atStock. aIn ~~stipulated~~addition, ~~price~~these ~~per~~conditions ~~share;~~may be waived by C/M in its discretion.

●The aCompany ~~combination~~agreed ofto ~~any~~comply ~~such~~with ~~methods~~certain ofcovenants and ~~sale;~~conditions ~~and~~under the Purchase Agreement, which are set forth therein.

●Registration ~~any~~Rights ~~other method permitted pursuant to applicable law.~~Agreement

~~The~~In ~~Selling~~connection ~~Stockholders~~with ~~may also sell shares under Rule 144 promulgated under~~ the ~~Securities~~Purchase ~~Act~~Agreement, ~~if available, rather than under this Prospectus. In addition,~~ the ~~Selling Stockholders~~Company ~~may~~also ~~transfer~~entered ~~the~~into ~~shares~~a byRegistration ~~other~~Rights ~~means~~Agreement ~~not~~with ~~described~~C/M inpursuant ~~this~~to ~~Prospectus.~~which If the ~~Selling~~Company ~~Stockholders~~agreed ~~effect such transactions by selling shares~~ to orregister ~~through~~C/M’s ~~underwriters,~~resale ~~broker-dealers~~of ~~or agents, such underwriters, broker-dealers or agents may receive commissions in~~ the ~~form~~shares of ~~discounts,~~Common ~~concessions~~Stock orissuable ~~commissions~~under ~~from~~ the ~~Selling~~Purchase ~~Stockholders~~Agreement ~~or commissions from purchasers of the shares for whom they may act as agent or to whom they may sell as principal~~ (~~which~~such ~~discounts~~shares, ~~concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in~~ the ~~types~~“ELOC ~~of transactions involved~~Shares”). Inon ~~connection~~a ~~with~~registration ~~sales of the Shares or otherwise,~~statement ~~the~~on ~~Selling~~Form ~~Stockholders~~S-1 ~~may~~filed ~~enter into hedging transactions~~ with ~~broker-dealers, which may in turn engage in short sales of~~ the ~~Shares in~~SEC ~~the~~within ~~course~~30 ofdays ~~hedging in positions they assume. The Selling Stockholders may also sell shares short~~ and ~~deliver~~use ~~shares~~commercially ~~covered~~reasonable byefforts ~~this Prospectus~~ to ~~close~~cause ~~out short positions and to return borrowed shares in connection with~~ such ~~short~~registration ~~sales.~~statement ~~The Selling Stockholders may also loan or pledge shares~~ to ~~broker-dealers~~be ~~that in turn may sell such shares~~declared effective.

~~The~~Commitment Selling Stockholders may pledge or grant a security interest in some or all of the Preferred Stock, Warrants or shares of Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the Shares from time-to-time pursuant to this Prospectus or any amendment to this Prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders under this Prospectus. The Selling Stockholders also may transfer and ~~donate the shares in other circumstances in which case the transferees, donees, pledgees~~ ~~or other successors in interest will be the selling beneficial owners for purposes of this Prospectus.~~Fees

ToIn ~~the~~connection ~~extent~~with ~~required~~entering byinto the ~~Securities~~Purchase ~~Act~~Agreement, the ~~and~~Company ~~the rules~~agreed ~~and~~to ~~regulations~~issue ~~thereunder,~~to the Selling ~~Stockholders~~Stockholder ~~and~~shares ~~any~~of ~~broker-dealer~~Common ~~participating~~Stock inrepresenting ~~the~~1.5% ~~distribution~~ of the ~~Shares~~Commitment ~~may~~Amount beas Commitment ~~deemed~~Shares and, thereafter agreed to beissue ~~“underwriters”~~an ~~within~~amount ~~the~~of ~~meaning~~shares equal to 0.5% of the ~~Securities~~Commitment ~~Act~~Amount, ~~and~~which ~~any~~shall ~~commission~~be ~~paid,~~issued orin ~~any~~a ~~discounts~~pro ~~or concessions~~rated ~~allowed~~fashion ~~to,~~simultaneously with the delivery of any ~~such~~and ~~broker-dealer~~all ~~may~~Purchase beShares ~~deemed~~purchased tounder bethe ~~underwriting~~Purchase ~~commissions~~Agreement. orOn ~~discounts~~January ~~under~~26, 2026, the Company ~~Securities~~entered ~~Act.~~into Atan agreement (the ~~time~~“Letter aAgreement”) ~~particular offering~~with C/M pursuant to which the Company in lieu of issuing C/M the “Commitment ~~shares~~Shares”, as such term is ~~made~~defined and described in the ELOC Agreement, the Company instead issued to C/M a ~~Prospectus~~promissory note ~~supplement,~~with ifan ~~required,~~initial ~~will~~principal beamount ~~distributed~~of $525,000, which ~~will~~is ~~set~~subject ~~forth~~to ~~the~~increase ~~aggregate~~up ~~amount~~to of$700,000 in connection with sales made under the ~~shares~~ELOC ~~being~~Agreement ~~offered~~which ~~and~~increase, if applicable, would reflect the ~~terms~~additional 0.5% of ~~the~~Commitment ~~offering,~~Shares ~~including~~which C/M was previously entitled to receive under the ~~name~~ELOC orAgreement. ~~names~~The note bears no interest unless an event of ~~any~~default ~~broker-dealers~~occurs orwhereupon ~~agents,~~interest ~~any~~accrues ~~discounts,~~at ~~commissions~~a rate of 10% per annum and ~~other~~matures ~~terms~~on ~~constituting~~January ~~compensation~~26, ~~from~~2028. ~~the~~As ~~Selling~~of ~~Stockholders~~the ~~and~~date ~~any~~of ~~discounts~~this Prospectus, ~~commissions~~this ornote ~~concessions~~has ~~allowed~~an oroutstanding ~~re-allowed or~~balance ~~paid~~of ~~to broker-dealers~~$536,961.

~~Under~~We ~~the~~have ~~securities~~paid ~~laws of some states,~~ the ~~shares~~Selling ~~may~~Stockholder be$25,000 ~~sold~~ in ~~such~~cash ~~states~~as ~~only~~reimbursement ~~through~~for ~~registered~~the ~~or licensed brokers or dealers. In addition~~reasonable, inout-of-pocket ~~some~~expenses ~~states~~incurred by the ~~shares~~Selling ~~may~~Stockholder, ~~not be sold~~including ~~unless~~the ~~such~~legal ~~shares~~fees ~~have~~and ~~been~~disbursements ~~registered~~of orthe ~~qualified~~Selling ~~for~~Stockholder’s ~~sale~~legal counsel, in ~~such~~connection ~~state~~with orits andue ~~exemption~~diligence ~~from~~investigation and ~~registration~~the orpreparation, ~~qualification~~negotiation ~~is available~~ and isexecution ~~complied~~of ~~with~~the Purchase Agreement.

~~There~~Conditions ~~can~~Precedent ~~be no assurance that any Selling Stockholder will sell any or all of the Shares registered pursuant~~ to ~~the Registration Statement, of which this Prospectus forms a part.~~ Commencement

~~The~~Our ~~Selling~~right ~~Stockholders~~to ~~and~~commence ~~any other person participating~~delivering inPurchase ~~such~~Notices ~~distribution~~under ~~will be subject to applicable provisions of~~ the ~~Exchange~~Purchase ~~Act,~~Agreement and the ~~rules~~Selling ~~and~~Stockholder’s ~~regulations~~obligation ~~thereunder, including, without limitation,~~ to ~~the~~accept ~~extent~~such ~~applicable,~~Purchase ~~Regulation M of the Exchange Act~~Notices, ~~which~~are ~~may limit the timing of purchases and sales of any~~subject ofto the ~~shares~~initial bysatisfaction, ~~the~~at ~~Selling Stockholders and any other participating person. To~~ the ~~extent~~Commencement ~~applicable~~Date, ~~Regulation~~of ~~M may also restrict~~ the ~~ability~~conditions ofprecedent ~~any~~thereto ~~person~~set ~~engaged~~forth in the ~~distribution~~Purchase ofAgreement, ~~the shares to engage in market-making activities with respect to the shares.~~which ~~All~~conditions ofinclude, ~~the~~among ~~foregoing~~others, ~~may affect~~ the ~~marketability of the shares and the ability of any person or entity to engage in market-making activities with respect to the shares.~~following:

We● ~~are paying expenses of~~ the ~~registration~~accuracy ofin ~~the shares~~all ~~pursuant~~material torespects ~~a contractual agreement what the Selling Stockholders, including, without limitation, SEC filing fees and expenses~~ of ~~compliance~~our ~~with~~representations ~~state securities or “blue sky” laws; provided, however, a Selling Stockholder will pay all underwriting discounts~~ and ~~selling~~warranties ~~commissions,~~included ~~if any. We will indemnify the Selling Stockholders against liabilities, including some liabilities under the Securities Act~~ in ~~accordance with~~ the ~~Registration~~Purchase Rights Agreements or the Selling Stockholders will be entitled to contribution. We may be indemnified by the Selling Stockholders against civil liabilities, including liabilities under the Securities Act that may arise from any written information furnished to us by the Selling Stockholder specifically for use in this Prospectus, in accordance with the related registration rights agreements or we may be entitled to contribution.Agreement;

~~Once~~● ~~sold under~~ the ~~Registration~~registration ~~Statement,~~statement of which this Prospectus forms a part, ~~the~~shall ~~shares~~have ofbeen ~~Common~~declared ~~Stock~~effective ~~will~~by ~~be freely tradable in~~ the ~~hands of persons other than our affiliates.~~SEC;

●

the Common Stock not having been suspended by the SEC (or the principal market, which is currently, the NYSE American) which suspension is continuing;

●

customary compliance with laws;

●

no bankruptcy-proceeding is pending; and

●

the receipt by the Selling Stockholder of a customary legal opinion, as required under the Purchase Agreement.

The initial date on which all conditions precedent to the Company’s right to effect sales under the Purchase Agreement is referred to as the “Commencement Date.”

Termination of the Purchase Agreement

Unless earlier terminated as provided in the Purchase Agreement, the Purchase Agreement will terminate automatically on the earliest to occur of:

●

the first day of the month immediately following the 36-month anniversary of the Commencement Date;

●

the date on which the Selling Stockholder shall have purchased the Commitment Amount;

●

the 90th day after the date on which, pursuant to or within the meaning of any bankruptcy law, we commence a voluntary case or any person commences a proceeding against us, in each case that is not discharged or dismissed prior to such ninetieth day; and

●

the date on which, pursuant to or within the meaning of any bankruptcy law, a custodian is appointed for us or for all or substantially all of our property, or we make a general assignment for the benefit of our creditors.

We have the right to terminate the Purchase Agreement at any time after the Commencement Date, at no cost or penalty, upon one business day’s prior written notice to the Selling Stockholder, provided that we have satisfied all outstanding payment and delivery obligations related to any Purchase Shares issued to the Selling Stockholder prior to the effective date of such termination. We or the Selling Stockholder may also terminate the Purchase Agreement at the close of business on the one-year anniversary of the signing of the Purchase Agreement or thereafter, in the event the Commencement Date shall not have occurred prior to such one-year anniversary due to our failure to satisfy the conditions precedent to commencement. We and the Selling Stockholder may also terminate the Purchase Agreement at any time by mutual written consent. No termination of the Purchase Agreement by us or by the Selling Stockholder will affect any of our respective rights and obligations under (i) the Purchase Agreement with respect to any pending Purchase, and both we and the Selling Stockholder have agreed to complete our respective obligations with respect to any such pending Purchase under the Purchase Agreement, and (ii) the Registration Rights Agreement, which shall survive any termination of the Purchase Agreement. Further, no termination of the Purchase Agreement will be deemed to release us or the Selling Stockholder from any liability for intentional misrepresentation or willful breach of the Purchase Agreement, the Registration Rights Agreement or any other related transaction documents.

Dilutive Issuances and Purchase Price Adjustment

For as long as the Selling Stockholder owns any of our Common Stock, if within three business days immediately following a Purchase Date, we issue securities at prices (the “New Issuance Price”) less than the prices to be paid by the Selling Stockholder in such Fixed Purchase or VWAP Purchase, the purchase price for such applicable Fixed Purchase or VWAP Purchase would be reduced to the New Issuance Price, subject to the terms and conditions set forth in the Purchase Agreement.

No Short-Selling or Hedging

The Selling Stockholder has agreed that neither it nor any entity managed or controlled by it will engage in, directly or indirectly, any (A) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our Common Stock or (B) hedging transaction, which, with respect to items (A) and (B), establishes a net short position with respect to the Common Stock, during the term of the Purchase Agreement.

Effects of Sales of our Common Stock under the Purchase Agreement on Our Stockholders

The Common Stock being registered for resale in this offering may be issued and sold by us to the Selling Stockholder from time to time at our discretion, during the terms described above. The resale by the Selling Stockholder of a significant quantity of shares registered for resale in this offering at any given time, or the perception that these sales may occur, could cause the market price of our Common Stock to decline and to be highly volatile. Sales of our Common Stock, if any, to the Selling Stockholder under the Purchase Agreement will be determined by us in our sole discretion, subject to the satisfaction of certain conditions in the Purchase Agreement and will depend upon market conditions and other factors. We may ultimately decide to sell to the Selling Stockholder all, some or none of the Common Stock that may be available for us to sell to the Selling Stockholder pursuant to the Purchase Agreement. If we elect to sell Common Stock to the Selling Stockholder pursuant to the Purchase Agreement, after the Selling Stockholder has acquired such shares, the Selling Stockholder may resell all, some or none of such Common Stock at any time or from time to time in its discretion and at different prices. As a result, investors who purchase Common Stock from the Selling Stockholder in this offering at different times will likely pay different prices for those shares of Common Stock, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. See “Risk Factors- Risks Related to this Offering, the ELOC and Sales under the Purchase Agreement.”

Investors may experience a decline in the value of the Common Stock they purchase from the Selling Stockholder in this offering as a result of future sales made by us to the Selling Stockholder at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares of Common Stock to the Selling Stockholder under the Purchase Agreement, or if investors expect that we will do so, the actual sales of Common Stock or the mere existence of our arrangement with the Selling Stockholder may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

Because the purchase price per share to be paid by the Selling Stockholder for the Common Stock that we may elect to sell to the Selling Stockholder under the Purchase Agreement, if any, will fluctuate based on the market prices of our Common Stock at the time we make such election, as of the date of this Prospectus, it is not possible for us to predict the number of shares of Common Stock that we will sell to the Selling Stockholder under the Purchase Agreement, the actual purchase price per share to be paid by the Selling Stockholder for those shares of Common Stock, or the actual gross proceeds to be raised by us from those sales, if any.

The number of shares of Common Stock ultimately offered for sale by the Selling Stockholder for resale under this Prospectus is dependent upon the number of shares of Common Stock, if any, we ultimately sell to the Selling Stockholder under the Purchase Agreement. Further, if and when we elect to sell shares of Common Stock to the Selling Stockholder pursuant to the Purchase Agreement, after the Selling Stockholder has acquired such shares, the Selling Stockholder may resell all, some, or none of such shares of Common Stock at any time or from time to time in its discretion and at different prices.

The issuance of our shares of Common Stock to the Selling Stockholder pursuant to the Purchase Agreement will not affect the rights or privileges of our existing stockholders, except that the economic and voting interests of each of our existing stockholders will be diluted. Although the number of shares of Common Stock that our existing stockholders own will not decrease, the shares of Common Stock owned by our existing stockholders will represent a smaller percentage of our total outstanding shares of Common Stock after any such issuance.

The estimated maximum number of shares of Common Stock issuable in connection with the ELOC is 43,750,000 shares, based on the floor price for Fixed Purchases of $0.80, although the actual amount will depend on sales pursuant to the provisions set forth in the Purchase Agreement.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of shares of our Common Stock offered by the Selling Stockholder. We may receive up to $32,164,892 in aggregate gross proceeds from sales of shares of our Common Stock to the Selling Stockholder pursuant to the Purchase Agreement after the date of this Prospectus. However, the actual proceeds may be less than this amount depending on the number of shares of our Common Stock sold and the price at which the shares of our Common Stock are sold.

We intend to use the proceeds for working capital and other general corporate purposes in line with our planned strategic pivot into the cannabinoid wellness marketplace, the closing of an accretive transaction and achieving compliance with the NYSE. Our expected use of the net proceeds from this offering represents our intentions based upon our current plans and business conditions. In addition, pursuant to the Original Issue Discount Secured Promissory Notes in the total principal amount of $2,200,000 issued to C/M and an affiliated entity on September 19, 2025, while any portion of such Notes is outstanding, and after the Company has effected an aggregate of $3,000,000 of purchases from C/M under the Purchase Agreement, if the Company receives further gross proceeds under the Purchase Agreement, the Company shall apply 30% of the proceeds to repay the outstanding amounts owed under the Notes, until the Notes are paid in full. As of the date of this Prospectus, the Company has not repaid any amounts under these Notes pursuant to a waiver obtained from the holders.

As of the date of this Prospectus, we cannot predict with certainty all of the particular uses for the net proceeds from this offering or the specific amounts to be spent on the uses described above. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

PLAN OF DISTRIBUTION

The shares of Common Stock offered by this Prospectus are being offered by the Selling Stockholder. The shares may be sold or distributed from time to time by the Selling Stockholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of our Common Stock offered by this Prospectus could be effected in one or more of the following methods:

●

ordinary brokers’ transactions;

●

transactions involving cross or block trades;

●

through brokers, dealers, or underwriters who may act solely as agents;

●

“at the market” into an existing market for our Common Stock;

●

in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;

●

in privately negotiated transactions; or

●

any combination of the foregoing.

In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

The Selling Stockholder is deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

The Selling Stockholder has informed us that it intends to use one or more registered broker-dealers to effectuate all sales, if any, of our Common Stock that it has acquired and may in the future acquire from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such registered broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. The Selling Stockholder has informed us that each such broker-dealer will receive commissions from the Selling Stockholder that will not exceed customary brokerage commissions.

Brokers, dealers, underwriters or agents participating in the distribution of our Common Stock offered by this Prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the shares sold by the Selling Stockholder through this Prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of our Common Stock sold by the Selling Stockholder may be less than or in excess of customary commissions. Neither we nor the Selling Stockholder can presently estimate the amount of compensation that any agent will receive from any purchasers of our Common Stock sold by the Selling Stockholder.

We know of no existing arrangements between the Selling Stockholder or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of our Common Stock offered by this Prospectus.

We may from time to time file with the SEC one or more supplements to this Prospectus or amendments to the registration statement of which this Prospectus forms a part to amend, supplement or update information contained in this Prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this Prospectus by the Selling Stockholder, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares by the Selling Stockholder, any compensation paid by the Selling Stockholder to any such brokers, dealers, underwriters or agents, and any other required information.

We will pay the expenses incident to the registration under the Securities Act of the offer and sale of our Common Stock covered by this Prospectus by the Selling Stockholder. As consideration for its irrevocable commitment to purchase our Common Stock under the Purchase Agreement, we agreed to issue the Selling Stockholder Commitment Shares and agreed to issue to the Selling Stockholder additional Commitment Shares equal to 0.5% of the shares of Common Stock issued in each Fixed Purchase or VWAP Purchase, as the case may be. These obligations to issue Commitment Shares were subsequently replaced with a promissory note pursuant to a subsequent Letter Agreement between us and C/M. See “The Purchase Agreement.” We have also agreed to pay to the Selling Stockholder $25,000 in cash as reimbursement for the reasonable, out-of-pocket expenses incurred by the Selling Stockholder, including the legal fees and disbursements of the Selling Stockholder’s legal counsel, in connection with its due diligence investigation of the Company and in connection with the preparation, negotiation and execution of the Purchase Agreement. See “The Purchase Agreement” for more information.

We also have agreed to indemnify the Selling Stockholder and certain other persons against certain liabilities in connection with the offering of our Common Stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. The Selling Stockholder has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by the Selling Stockholder specifically for use in this Prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.

The Selling Stockholder has represented to us that at no time prior to the date of the Purchase Agreement has the Selling Stockholder or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our Common Stock or any hedging transaction, which establishes a net short position with respect to our Common Stock. The Selling Stockholder has agreed that during the term of the Purchase Agreement, neither the Selling Stockholder, nor any of its agents, representatives or affiliates will enter into or effect, directly or indirectly, any of the foregoing transactions.

We have advised the Selling Stockholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the Selling Stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this Prospectus.

This offering will terminate on the date that all of our Common Stock offered by this Prospectus have been sold by the Selling Stockholder.

DIVIDEND POLICY

We plan to retain any earnings for the foreseeable future for our operations. We have never paid any dividends on our Common Stock and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of our Board and will depend on our financial condition, operating results, capital requirements and such other factors as our Board deems relevant.

We are obligated to pay dividends on our Series A-1 and Series B Convertible Redeemable Preferred Stock. See “Description of Our Securities.”

MANAGEMENT’S DISCUSSION AND ANALYSIS OF ~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

~~Overview~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Since~~The ~~2020,~~following wediscussion ~~have~~and ~~been~~analysis should be ~~engaged~~read in conjunction with the ~~beverage~~Audited ~~businesses~~Consolidated Financial Statements and Notes to Audited Consolidated Financial Statements and the Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements filed herewith. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risk, uncertainties, and other factors. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Actual results could differ materially because of the factors discussed in “Risk Factors” elsewhere in this Prospectus, and other factors that we may not know.

OnBusiness ~~November 8, 2021, we became a Nevada corporation.~~Overview

WeSplash ~~seek~~is a Nevada corporation that was Historically we sought to identify, acquire, and build early stage or under-valued beverage brands that have strong growth potential within its distribution system. ~~Our~~Due ~~distribution~~to its lack of working capital and unsuccessful efforts at commercializing its beverage business, ~~system~~Splash iscurrently ~~comprehensive~~has one product line – Chispo tequila. The Company generated revenue in the ~~U.S.~~first ~~and~~quarter weof ~~are~~2026 ~~also~~from ~~seeking~~sales to a ~~expand~~single tocustomer, ~~select~~however ~~attractive~~that ~~international~~customer ~~markets.~~has ~~Through~~since terminated its ~~division Qplash,~~contract ~~Splash’s~~with ~~distribution~~us. ~~reach~~We ~~includes~~have ~~e-commerce~~not ~~access~~generated toany ~~both~~revenue ~~business-to-business~~in ~~(B2B)~~the second quarter of 2026, and ~~business-~~are undertaking efforts to~~-consumer~~ ~~(B2C)~~ pursue alternative customers for our Chispo brand.As ~~Qplash~~a ~~markets~~result ~~well~~of ~~known~~its lack of meaningful sales in the beverage ~~brands~~business, toSplash ~~customers~~is ~~throughout~~transitioning to the USregulated ~~that~~wellness ~~prefer~~and ~~delivery~~cannaboid ~~direct~~markets. See Note 1 to ~~their~~the ~~office,~~Consolidated ~~facilities~~Financial ~~and~~Statements for information on our efforts to pursue a potential acquisition of a business in the cannabinoid or ~~homes~~wellness space.

~~Recent~~RESULTS ~~Developments~~OF OPERATIONS

InThree ~~2024~~Months ~~and~~Ended ~~more~~March ~~recently~~31, ~~the~~ ~~Company,~~2026 ~~the~~compared ~~following~~to ~~key~~Three ~~events~~Months ~~and~~Ended ~~developments~~March 31, ~~occurred:~~2025

● In May – July 2025, the Company issued 800 shares of Series A-1 Preferred Stock in exchange for approximately $800,000. Series A-1 shares are convertible into Common Stock, subject to stockholder approval. Investors of A-1 Shares also received 200,000 1-year A Warrants exercisable into Common Stock at 80% of 5-day VWAP, and 200,000 5-year B Warrants exercisable into Common Stock at $4.00.

● In June 2025, the Company issued 126,710 shares of Series B Preferred Stock in exchange for approximately $12.7 million in previously outstanding convertible notes. The Series B shares are convertible into Common Stock, subject to stockholder approval.

● In June 2025, the Company acquired certain assets, including all contractual water rights to the aquifer located in Garabito, Puntarenas, Costa Rica. The Company issued 20,000 shares of Series C Preferred Stock as consideration, at an initial stated value of $1000 per share. Management determined that the transaction is an asset acquisition under ASC 805, as substantially all of the fair value is concentrated in a single identifiable asset—the water rights—and no substantive processes were acquired. The Series C shares are convertible into Common Stock, subject to stockholder approval. We refer to these assets throughout this Prospectus as the “Water Assets.”

● On July 28, 2025, the Company received two letters from NYSE Regulation confirming that the Company has regained compliance with applicable continued listing standards of the NYSE American relating to minimum stockholders’ equity and filing of required reports with the SEC.

● On September 22, 2025, the Company sold and issued two original issue discount secured convertible promissory notes in an aggregate principal amount of $2,200,000 in exchange for gross proceeds of $2,000,000.

● In addition, on September 19, 2025 the Company entered into the ELOC Agreement with C/M. ● On November 24, 2025, SBII, a subsidiary of the Company, entered into a JV Agreement with BAAD, in connection with a newly formed JV Entity, BAAD Beverages, LLC pursuant to which the parties established a joint venture for the sale of adult, THC and CBD beverage products. Pursuant to the JV Agreement, SBII received a 51% financial interest in the JV Entity in exchange for an initial capital contribution of $25,500, with BAAD receiving the remaining 49% in exchange for an initial capital contribution of $24,500. ● In December 2025, the Company entered into agreements to issue a total of 113,636 shares of Common Stock and 1,136 shares of Series D to holders of options to purchase a total of up to $600,000 shares of Common Stock in exchange for the termination of such options

● The Company has not generated revenue since March 2025 due to its limited capital. The Company intends to use the proceeds received from the ELOC Agreement and other possible financings to meet its working capital needs. However, the Company needs to raise additional capital to continue operations and develop and implement its business plan, including with respect to the Water Assets referred to above. See “Risk Factors” beginning on page 4, and “Liquidity and Capital Resources” below at page 34, for more information.

Subject to receiving sufficient capital, the Company intends to focus its efforts on distribution of the Chispo brand tequila, establishing and growing material operations through the sale of water extracted from the Water Assets, and re-launching its Qplash platform primarily to provide an online supplement to sales of these products. Subject to receipt of at least $20 million, the Company intends to secure a facility to extract water from the Water Assets in greater quantities and other strategic relationships to allow for additional revenue generation from thus business venture and expansion of sales and brand recognition.

Our business plan in regards to use of the Water Assets envision a two-pronged strategy. We must raise at least $4 million to use third parties to extract and ship water in the first phase, and raise at least $20 million to build a facility to extract the water ourselves in the second phase which would take an estimated two years.

For an overview of key developments during 2024 and more recent developments and plans for the Company and its operations, see “Business.”

Results of Operations

Results of Operations for the Three Months and Nine Months Ended September 30, 2025 compared to Three Months and Nine Months Ended September 30, 2025

Revenue

~~For~~Revenues for the three months ended ~~September~~March 3031, ~~2025, the~~2026 ~~Company~~were ~~did~~less ~~not~~than ~~record~~$0.01 ~~any~~million ~~sales~~ compared to revenues of approximately $1.0.07 million for the three months ended ~~September~~March 3031, ~~2024~~2025. ~~This~~The $0.06 ~~was~~million ~~primarily~~decrease in sales is due to a ~~shortage~~decrease in our beverage sales of $0.06 million. In fact, we did not generate any revenue in fiscal year 2025 after the three months ended March of 2025 due to a lack of operating capital which ~~limited~~has ~~our~~hindered ~~ability~~the Company’s ability to ~~maintain~~generate ~~inventory~~sales ~~and~~since ~~fulfil~~that ~~orders~~time. WeThis ~~remain~~revenue ~~committed to~~came ~~resolving~~from ~~these~~sales ~~constraints~~of ~~and~~Chispo ~~resuming~~tequila ~~normal~~to ~~business~~one ~~activities~~customer inwhich ~~the~~has ~~upcoming~~since ~~quarter~~terminated its relationship with us.

Revenue for the nine months ended September 30, 2025 was $0.4 million compared to revenues of $3.6 million for the nine months ended September 30, 2024. The $3.2 million decrease in sales is driven by decreases in both the e-commerce and beverage businesses.

Cost of Goods Sold

Cost of goods sold for the three months ended ~~September~~March 3031, ~~2025~~2026 ~~was~~were less than $0.01 million compared to cost of goods sold for the three months ended ~~September~~March 3031, ~~2024~~2025 of approximately $0.704 million. The $0.03 million decrease in cost of goods sold for the three-month period ended ~~September~~March 3031, ~~2025~~2026 ~~was~~is primarily due to our decreased sales.

~~Cost of goods sold for the nine months ended September~~ 30, 2025 was $0.5 million compared to cost of goods sold for the nine months ended September 30, 2024 of $2.9 million. The $1.7 million decrease in cost of goods sold was driven by decreased sales in both the e-commerce and beverage business.

Operating Expenses

Operating expenses for the three months ended ~~September~~March 3031, ~~2025~~2026 were $90.698 million compared to $31.068 million for the three months ended ~~September~~March 3031, ~~2024~~2025, a ~~increase~~decrease of $60.67 million. The increase of non-cash share-based compensation partially offset by a reduced contract services of $0.17 million and reduced salary and wages of $0.53 million and reduced sales and marketing of $0.01 million. The reductions in ~~our~~operational ~~operating~~and general and administrative expenses related ~~was~~to ~~primarily~~our lack of sales activities in 2026 due to ~~non-cash~~the ~~expenses~~lack of adequate capital.

Operating expenses for the nine months ended September 30, 2025 were $13.2 million compared to $9.6 million for the nine months ended September 30, 2024, a increase of $3.6 million. The increase in operating expenses was primarily due to non cash expenses.

The net loss for the three months ended September 30, 2025 was $9.9 million as compared to a net loss of approximately $4.7 million for the three months ended September 30, 2024. The net loss for the nine months ended September 30, 2025 was $22.0 million as compared to a net loss of approximately $14.7 million for the nine months ended September 30, 2024. The increase in net loss is due to a non-cash loss on extinguishment of debt and non-cash operating expenses and offset by the non-cash decrease in amortization of debt discount.

The Company did not meet all of its payroll obligations during the period from February to September 2025. As a result, employees were not paid for services rendered during that period. The unpaid wages have been fully accrued as liabilities in the accompanying financial statements.

Net Other Income and Expense

Interest expenses for the three months ended ~~September~~March 3031, ~~2025~~2026 ~~were~~was $0.389 million ~~and~~compared to $0.864 million for the three months ended ~~September~~March 3031, ~~2024~~2025. ~~Interest~~The ~~expenses~~$0.39 million increase in interest expense is due to Decathlon loan. Other income was $0.05 and $0 million for the ~~nine~~three months ended ~~September~~ 30March 31, 2026 and March 31, 2025 ~~were~~respectively. Amortization of debt discount for the three months ended March 31, 2026 was approximately $10.601 million ~~and~~compared to $21.0 million for ~~the nine~~ three months ended ~~September~~March 3031, ~~2024~~2025.

~~Other~~Discontinued ~~income was $0.01 million for the three months ended September 30, 2025 and September 30, 2024, respectively.~~Operations

~~Amortization~~Due to the lack of ~~debt~~working ~~discount~~capital ~~for~~to fund operations, Splash formed a license agreement with a 3rd party to allow the ~~three~~continued ~~months~~production and flow of product to the customers so that it could later be recovered ~~ended~~as ~~September~~the ~~30,~~funding ~~2025~~challenges ~~was~~were ~~approximately~~then $0deemed as only temporary.03 ~~million~~As ~~compared~~the lack of funding persisted through the full year of 2025 the company subsequently determined it no longer intends to $0relaunch the Copa Di Vino (“CdV”) product line.8 ~~million~~As ~~for~~a result, accordingly, the ~~three~~Company ~~months~~has ~~ended~~classified ~~September~~the ~~30,~~related ~~2024.~~assets ~~Amortization~~and liabilities associated with its CdV product line as discontinued operations in its consolidated balance sheets and the results of ~~debt~~its ~~discount~~logistics and transportation services business has been presented as discontinued operations in its consolidated statements of operations for all periods presented as the ~~nine~~discontinuation ~~months~~of ~~ended~~its ~~September~~business ~~30,~~had ~~2025~~a ~~was~~major ~~approximately~~effect $1on its operations and financial results.7 ~~million~~Unless ~~compared~~otherwise noted, discussion in the other notes to ~~$2.7~~consolidated ~~million~~financial ~~for~~statements ~~nine~~refers ~~months ended~~to ~~September~~the ~~30,~~Company’s continuing ~~2024~~operations.

~~Results~~Our ofconsolidated ~~Operations~~financial statements have been prepared ~~for~~assuming FYthat ~~2024~~we will continue as a going concern and, ~~compared~~accordingly, do not include adjustments relating to FYthe ~~2023~~recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue our operation. Our results of operations reflect our continuing operations and reflect losses from discontinued operations related to the discontinuation of our Copa Di Vino businesses. All financial information has been restated to reflect our discontinued operations for all periods presented.

For the year ended December 31, 2025 compared with the year ended December 31, 2024

The following table sets forth our revenues, expenses and net loss for the years ended December 31, 2025 and 2024.

	For the Year Ended December 31,
	2025			2024
Revenues	$	73,066		$	801,273
Cost of goods sold		(56,168	)		(921,070	)
Operating expenses		(14,203,118	)		(9,780,643	)
Loss from operations		(14,186,220	)		(9,900,440	)
Other income (expenses), net		(10,163,051	)		(7,708,634	)
Income (loss) from continuing operations		(24,349,271	)		(2,105,961	)
Loss from discontinued operations		(885,563	)		(17,609,074	)
Net income (loss)		(25,234,834	)		(17,609,074	)
Foreign currency translation gain (loss)		(47,532	)		(6,147,477	)
Comprehensive loss	$	(25,282,186	)	$	(23,756,551	)

Results of Operations for the Year Ended December 31, 2025, compared to Year Ended December 31, 2024.

Revenue

Revenues for the year ended December 31, ~~2024~~2025 were $40.207 million compared to revenues of $180.98 million for the year ended December 31, ~~2023~~2024. ~~Part~~The ~~of the~~ $140.7 73 million decrease in sales ~~was mainly~~ primarily due to a ~~decrease~~shortage inof operating capital which hindered our ~~beverage~~ability ~~sales~~to ofobtain ~~$1.7~~inventory ~~million~~and generate sales. ~~Additionally,~~The ~~revenues~~Company ~~from~~did ~~our~~not ~~vertically~~make any ~~integrated~~sales ~~B2B~~in ~~and~~the ~~B2C~~2025 ~~e-commerce~~calendar ~~distribution~~year ~~platform~~after ~~called~~March ~~Qplash~~2025 ~~decreased~~due ~~approximately~~to ~~$13~~its ~~million~~lack orof 88capital resources.5% ~~due~~The Company is seeking to ~~low~~raise ~~inventory.~~at least $3 million ~~Total~~in ~~sales~~the ~~declined~~fiscal ~~due~~year toending ~~limited~~December ~~liquidity~~31, to2026 ~~procure~~in ~~inventory~~order to ~~drive third~~re-~~party~~establish ~~sales~~portions of its prior business through the sale of tequila products.

Cost of Goods Sold

Cost of goods sold for the year ended December 31, 2025 ~~2024~~ were $30.806 million compared to cost of goods sold for the year ended December 31, ~~2023~~2024 of $130.329 million. The $90.523 million decrease in cost of goods sold was due to our decreased sales. The ~~$8.4~~Company ~~million~~did ~~decrease~~not inmake ~~cost~~any ~~of goods sold was driven by decreased~~ sales in the ~~e-commerce~~2025 ~~and~~calendar ~~$1.1~~year ~~million~~after ~~was~~March ~~driven~~2025 bydue to ~~beverage~~its ~~business~~lack of capital resources.

Operating Expenses

Operating expenses for the year ended December 31, 2025 ~~2024~~ were $1614.42 million compared to $~~20.~~9.8 million for the year ended December 31, ~~2023~~2024. The ~~decrease~~increase in operating expenses was primarily due to ~~$1.7~~an ~~million~~increase of ~~marketing~~approximately ~~expense,~~ $08.56 million of ~~contracted~~Non-cash ~~services,~~share-based ~~$2.1~~compensation ~~million~~partially ofoffset ~~other~~by ~~general~~decreased ~~and administrative~~by ~~expenses~~a ~~partially~~reduced ~~offset~~contract services ~~by increases~~ of ~~the~~$0.17 ~~non-cash~~million ~~expenses~~and ~~related~~reduced tosalary ~~share~~and ~~issuance~~wages of $10.232 million. ~~The~~and ~~loss~~reduced ~~of intangible~~sales ~~impairment~~and marketing of $40.24 million. ~~was~~The ~~recorded~~ reductions in ~~the~~operational ~~other~~and general and administrative expenses related to our lack of sales activities in 2025 due to the lack of adequate capital.

Other Income/(Expense)

Other expenses for the year ended December 31, ~~2024~~ 2025 were $610.92 million compared to $57.7 million for the year ended December 31, ~~2023~~2024. The other expense increased of $1.2.5 million ~~is mainly driven by an increase in interest expense. Interest expenses~~ for the year ended December 31, ~~2024~~2025 ~~were $2.9 million~~ compared to ~~$1.9 million for~~ the year ended December 31, ~~2023~~2024. The $1.0 million increase in interest expense is due to new loans with a principal of $3.2 million with higher interest rates. The Company also reserved $0.3 million for legal settlement. Other payments were offset by a decrease in amortization of debt discount of $0.2 million and $0.03 million in other expenses.

~~Liquidity~~During 2025, the Company recognized a $5.6 million loss on extinguishment of debt in connection with the exchange of certain outstanding loans, including principal and ~~Capital~~accrued ~~Resources~~interest totaling approximately $12.6 million, for preferred stock. This non-cash expense significantly contributed to the increase in other expense. Interest expense for the year ended December 31, 2025 was $2.6 million compared to $3.7 million for the year ended December 31, 2024, representing a decrease of approximately $1.8 million. The decrease was primarily attributable to the debt exchange transaction described above, which reduced outstanding borrowings and related interest obligations.

Amortization of debt discount decreased from $3.7 million in 2024 to $1.9 million in 2025 due to the reduction in debt balances following the exchange transactions. In addition, the Company recorded a $0.5 million inventory write-off during 2025. These increases in expense were partially offset by the absence of a $0.3 million legal settlement reserve recorded in 2024 that did not recur in 2025.

Discontinued Operations

Due to the lack of working capital to fund operations, it formed a license agreement with a 3^rd party to allow the continued production and flow of product to the customers so that it could later be recovered as the funding challenges were then deemed as only temporary. As the lack of funding persisted through the full year of 2025 the company subsequently determined it no longer intends to relaunch the product line. As a result, accordingly, the Company has classified the related assets and liabilities associated with its CdV product line as discontinued operations in its consolidated balance sheets and the results of its logistics and transportation services business has been presented as discontinued operations in its consolidated statements of operations for all periods presented as the discontinuation of its business had a major effect on its operations and financial results. Unless otherwise noted, discussion in the other notes to consolidated financial statements refers to the Company’s continuing operations.

The following table summarizes the results of operations of discontinued operations:

	3 Months Ended March 31,
	2026		2025
Revenues	$	—	$	393,072
Cost of revenues, excluding depreciation and amortization		—		416,913
Gross loss		—		(23,841	)
Operating expenses		—		(350,396	)
Other expenses		—		—
Loss from discontinued operations	$	—	$	(374,237	)

	Year Ended December 31,
	2025			2024
Revenues	$	369,666		$	3,353,935
Cost of revenues, excluding depreciation and amortization		416,913			2,878,688
Gross loss		(47,247	)		475,247
Operating expenses		(669,760	)		(2,296,979	)
Impairment loss		—			(4,324,064	)
Other expenses		(168,557	)		(1,681	)
Loss from discontinued operations	$	(885,564	)	$	(6,147,477	)

LIQUIDITY, GOING CONCERN CONSIDERATIONS AND CAPITAL RESOURCES

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.

~~Due~~As toof ~~our~~March ~~lack~~31, 2026, the Company had total cash and cash equivalents of ~~capital~~$381,195 weas ~~have~~compared ~~not~~with ~~generated any~~$281,435 ~~revenue~~at ~~since~~December ~~March~~31, 2025. InAs ~~order~~of toJune ~~generate~~10, ~~revenue~~2026, wethe ~~require~~Company athad ~~least~~ $2520,~~000,000~~092 ofin cash and cash equivalents. The Company does not have sufficient capital to meet its working capital inneeds ~~order~~for tothe ~~acquire~~12 ~~inventory and~~months ~~re-commence~~following ~~minimal~~the ~~operations~~filing of this Prospectus. ~~This~~We ~~does~~are ~~not~~dependent ~~include~~upon ~~our~~receipt ~~plans~~of ~~for~~funding from our ~~Water~~equity ~~Assets~~line orof ~~Chispo~~credit. ~~business~~That ~~plans~~facility ~~which~~can ~~will~~only ~~require~~provide ~~additional~~ material capital when our Common Stock is liquid. ~~Our~~Its lack of ~~cash~~liquidity ~~resources~~ has ~~prevented~~adversely affected us. ~~from~~In ~~carrying~~any onevent, ~~our~~we ~~commercialization~~need ~~activities.~~to Inraise ~~addition,~~substantial ~~our~~capital ~~lack~~in order ofto ~~working capital~~close ~~has~~an ~~prevented~~acquisition usand ~~from~~operate ~~marketing~~the ~~our~~resulting ~~products~~business. ~~See~~We ~~also~~cannot ~~“Risk~~assure ~~Factors~~you we will be successful in raising the necessary capital or closing an acquisition as planned.”

WeNet ~~have~~cash ~~not~~used ~~generated~~for ~~any~~operating ~~revenue~~activities ~~since~~during ~~March 2025~~the ~~due~~three tomonths ~~our~~ended ~~lack~~March ~~of capital. In August 2025~~31, ~~the~~2026 ~~Company~~was ~~issued convertible promissory notes with individuals in the aggregate principal amount of~~ $~~424,560~~0.9 ~~These~~million ~~loans~~as ~~mature~~compared into ~~May~~the ornet ~~June~~cash ~~2026~~used ~~and~~by ~~have~~operating anactivities ~~interest rate of 22% per annum. In September 2025 we sold secured convertible promissory notes in the principal amount of $2,200,000~~ for ~~total gross proceeds of $2,000,000, which notes do not bear any interest absent an event of default, and mature on September 22, 2026. In September 2025 we also entered into~~ the ~~ELOC~~three ~~Agreement~~months ~~which~~ended ~~subject~~March ~~to certain conditions including registering the shares on a registration statement will allow us to access additional capital~~31, we ~~plan to access and deploy such capital to re-commence certain of our operations and to establish new operations as described in this report. In November~~ 2025, ~~the Company borrowed $500,000 from two accredited investors and issued senior promissory notes with a combined original principal amount~~ of $~~588,235~~0.~~30,~~8 ~~reflecting a 15% original issue discount~~million. The ~~notes~~primary ~~mature~~reasons onfor ~~February~~the ~~12,~~change ~~2026,~~in ~~accrue~~net ~~interest at~~cash 6%used ~~starting~~are 30decreases ~~days~~in ~~after issuance~~inventory, ~~and include customary default provisions. The notes also permit the holders, at their discretion, to apply outstanding principal,~~ accrued ~~interest,~~expenses and ~~any~~accounts receivable ~~Company~~partially ~~securities~~offset ~~they~~by ~~hold~~increases ~~as consideration for participation~~ in ~~future~~accounts ~~equity, equity-linked, or debt financings~~payable.

WeFor ~~plan~~the toperiod ~~fund~~ending ~~our~~March ~~operations through third party and related party debt/advances~~31, ~~private~~2026 ~~placement of restricted securities~~ and ~~the~~March ~~issuance of stock in subsequent offerings until such~~31, ~~a time as the business achieves profitability or a business combination may be achieved. However~~2025, there ~~can~~were be no ~~assurance that we will be successful in raising additional~~ capital orasset ~~that such capital, if available, will be on terms that are favorable to us~~transactions. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through collaborations,

28Net cash provided by financing activities during the three months ended March 31, 2026 was $1.0 million compared to $0.8 million provided from financing activities for the three months ended March 31, 2025. During the three months ended March 31, 2026, the Company received $1.3 million for selling shares under ELOC agreement, which was offset by repayments to debt holders of $0.3 million.

orNet ~~other~~cash ~~similar~~used ~~arrangements~~for ~~with~~continuing ~~third~~operating ~~parties,~~activities weduring ~~may~~the ~~have~~year toended ~~relinquish valuable rights to our technologies~~December 31, ~~future revenue streams~~2025, ~~research~~ ~~programs~~was or$4.8 ~~product~~million ~~candidates~~as orcompared ~~grant~~to ~~licenses~~the onnet ~~terms~~cash ~~that~~used ~~may~~by ~~not~~continuing beoperating ~~favorable~~activities tofor usthe ~~and/or~~year ~~may~~ended ~~reduce~~December ~~the~~31, ~~value~~2024, of ~~our~~ ~~common~~$7.3 ~~stock~~million. IfIn 2025, we ~~are~~had ~~unable~~a toloss ~~raise~~on ~~additional funds through equity or~~ debt ~~financings~~extinguishment ~~when~~of ~~needed,~~$5.6 wemillion ~~may~~arising befrom ~~required~~ debt-to-equity ~~delay~~exchanges, ~~limit, reduce~~and ornon-cash ~~terminate~~share based ~~our~~compensation ~~product~~of ~~development~~$8.6 ormillion ~~future~~related ~~commercialization~~to ~~efforts~~warrants orissued ~~grant rights~~ to ~~develop and market~~ our ~~product~~directors, ~~candidates even~~officers ~~if we would otherwise prefer to develop~~ and ~~market~~certain ~~such product candidates ourselves~~employees.

As such, we have concluded that such plans do not alleviate the substantial doubt about our ability to continue as a going concern for one year from the date the accompanying financial statements are issued. Historically, we have funded operations primarily through the issuance of equity and debt securities. There is substantial doubt about our ability to continue as a going concern.33

AsNet ofcash ~~September~~provided ~~30,~~by ~~2025,~~financing ~~the~~activities ~~Company~~during ~~had~~the year ~~total~~ended ~~cash and~~December ~~cash~~31, ~~equivalents~~2025 ofwas $~~265,667~~5.1 asmillion compared ~~with~~to $~~15,346~~7.5 atmillion ~~December~~provided from financing activities for the year ended December 31, 2024. AsThe Company received $4.3 and $$9.5 million in proceeds from the issuance of debt in years ending December 831, 2025 and 2024, respectively. weThe ~~had~~Company received $~~168~~1,300,000 and $0 in ~~cash~~proceeds from the issuance of equity securities in years ending December 31, 2025 and 2024, respectively.

~~The~~As was disclosed in a press release and 8-K filed by the Company ison ~~relying~~June ~~upon~~3, 2026, the ~~Purchase~~Company ~~Agreement as~~reported a ~~source~~going ofconcern ~~liquidity~~disclosure. ~~Its~~Specifically, ~~ability~~pursuant to ~~generate~~Section ~~material~~610(b) ~~capital~~of isthe inNYSE American ~~large~~Company ~~part~~Guide, ~~based~~the onCompany ~~the~~reports ~~future~~that ~~liquidity~~its ~~and~~audited ~~the~~consolidated ~~market~~financial ~~price of~~statements ~~our~~for ~~Common~~the ~~Stock.~~fiscal Asyear ~~long~~ended asDecember ~~our~~31, 2025, ~~Common~~included ~~Stock~~in isits ~~listed~~Annual Report on ~~the~~Form ~~NYSE~~10-K ~~American,~~filed wewith ~~cannot~~the ~~issue~~Securities ~~any~~and ~~Common~~Exchange ~~Stock~~Commission ~~under~~on ~~the~~April ~~Purchase~~15, ~~Agreement~~2026, contain an audit ~~without~~opinion ~~approval~~from ofits ~~the~~independent ~~NYSE~~registered ~~American,~~public Weaccounting ~~have~~firm ~~submitted~~that includes an ~~application~~explanatory ~~with~~paragraph regarding the ~~NYSE~~Company’s ~~American~~ability to ~~which~~continue isas ~~pending~~a going concern.

Net cash used for operating activities during the nine months ended September 30, 2025 was $3.8 million as compared to the net cash used by operating activities for the nine months ended September 30, 2024 of $6.4 million. The primary reasons for the change in net cash used are decreases in inventory and accrued expenses.

For the period ending September 30, 2025 has no capital asset transactions and $0.01 million for September 30, 2024.

Net cash provided by financing activities during the nine months ended September, 2025 was $4.1 million compared to $6.8 million provided from financing activities for the nine months ended September 30, 2024. During the nine months ended September, 2025, the Company received $3.7 million for convertible note and 0.8 million for preferred stock, which was offset by repayments to debt holders of $0.4 million and shareholder advance in the amount of $0.2 million was exchanged to Series A-1 Preferred Stock.

In June 2025, we exchanged approximately $12.67 million of outstanding promissory notes and accrued interest for 126,710 shares of Series B 12% Convertible Preferred Stock. This transaction reduced outstanding debt, lowered interest expense, and improved our stockholders’ equity position. The Series B Preferred Stock accrues a 12% cumulative dividend and is convertible into common stock, subject to shareholder approval and an increase in authorized shares. This debt-to-equity conversion was part of our broader plan to strengthen our balance sheet and regain compliance with NYSE American listing standards.

In December 2025, the Company entered into agreements to issue a total of 113,636 shares of Common Stock and 1,136 shares of Series D to holders of options to purchase a total of up to $600,000 shares of Common Stock in exchange for such options.

Based on our current operating plan, existing cash resources will not be sufficient to fund operations over the next 12 months. Our future capital needs will depend on numerous factors, including our ability to raise capital, revenue growth, gross margin trends, operating expense levels, working capital requirements, and the timing and extent of capital expenditures. We are evaluating opportunities to raise additional capital through equity or debt financing and may seek further debt restructurings to improve liquidity and reduce financing costs.

There can be no assurance that these plans will be successful. If we are unable to obtain adequate financing or generate positive cash flow from operations, we may need to further reduce operating expenses, curtail business development activities, sell assets, or pursue other strategic alternatives.

In December 2020, Splash acquired the key assets, including intellectual property rights (the “IP”), of the Copa DI Vino single-serve wine company, a third party (“CdV”). On April 4, 2025 the Company entered into an intellectual property license agreement (the “License Agreement”) granting CdV an exclusive license to use the IP for sales of wine beverages and other products bearing the Copa di Vino brand name in the U.S.

Under the License Agreement, CdV has the right, but not the obligation, to purchase the IP at fair market value, determined by an independent third party, during the period beginning January 4, 2026 and ending January 4, 2027. If CdV does not exercise its right to purchase the IP under the License Agreement, the exclusive license granted to CdV thereunder will continue for the life of the IP, as applicable.

The Company has not marketed or sold the wine or other CdV products since April 2025.

On April 4, 2025, the Company entered into a settlement agreement with CdV (the “Settlement Agreement”) under which the parties agreed to the settlement of two lawsuits brought by CdV against the Company in Oregon and Florida, and the Company agreed to pay CdV a total of $0.7 million with interest accruing at 12% per annum, with installment payments beginning on November 4, 2025 in monthly payments of $63,000 plus applicable accrued interest. The Settlement Agreement provides for certain events of default, the occurrence of which, subject to the Company’s right to cure within 15 days as to a payment default or 30 days with respect to other defaults, would entitle CdV to accelerate payment of the settlement amount, file suit against the Company and/or exercise its right to setoff against any funds or other property in CdV’s possession.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements (as that term is defined in Item 303 of Regulation S-K) that are reasonably likely to have a current or future material effect on our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Estimates

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, as well as the disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. ~~Investors should recognize the cessation of revenue in evaluating these estimates.~~

Revenue

The Company faces significant judgment in revenue recognition due to the complexities of the beverage industry’s competitive landscape and diverse distribution channels. Determining the timing of revenue recognition involves assessing factors such as control transfer, returns, allowances, trade promotions, and distributor sell-through data. Historical analysis, market trends assessment, and contractual term evaluations inform revenue recognition judgments. However, inherent uncertainties persist, underscoring the critical nature of revenue recognition as it significantly impacts financial statements and performance evaluation.

Allowance for Doubtful Accounts

The allowance for doubtful accounts is established based on historical experience, current economic conditions, and specific customer collection issues. Management evaluates the collectability of accounts receivable on an ongoing basis and adjusts the allowance as necessary. Changes in economic conditions or customer creditworthiness could result in adjustments to the allowance for doubtful accounts, impacting our reported financial results.

Inventory Valuation

We value inventory at the lower of cost or net realizable value. Estimating the net realizable value of inventory involves significant judgment, particularly when market conditions change rapidly or when excess or obsolete inventory exists. Management regularly assesses inventory quantities on hand, future demand forecasts, and market conditions to determine whether write-downs to inventory are necessary.

Fair Value Measurements

We measure certain financial assets and liabilities at fair value on a recurring basis. Fair value measurements involve significant judgment and estimation, particularly when observable inputs are limited or not available. Management utilizes valuation techniques such as discounted cash flow models, market ~~comparable,~~ comparables, and third-party appraisals to determine fair values.

BUSINESS

Company Overview

Historically, Splash iswas a portfolio company seeking to manage brands across viable growth segments within the consumer beverage industry. ~~Splash~~As ~~has~~a ~~built~~result ~~organizational capabilities and an infrastructure enabling it to incubate and/or acquire brands with the intention~~ of ~~efficiently accelerating them to higher volume and sales revenue. Because of~~ our ~~current~~ lack of capital ~~to generate revenue~~, ~~our~~we ~~management~~did isnot ~~looking at strategic alternatives outside of the beverage~~generate ~~industry.~~revenue ~~With~~from ~~respect~~February to2025 ~~these~~until ~~strategic~~March ~~alternatives,~~2026 when we ~~may~~delivered ~~make~~tequila anas ~~acquisition~~described ~~of assets or a business that presents value for our stockholders~~below. AsOur ofbeverage ~~the~~operations ~~date of this Prospectus, we~~ have ~~not~~historically ~~reached any understandings with respect to any business opportunity, and~~not webeen ~~may not do so~~profitable. ~~Any~~Because ~~future acquisition~~ of anour ~~unrelated~~lack ~~business~~of ~~will likely require us to raise~~ capital to ~~support~~generate ~~its operations even if we only issue equity securities to the seller. Additionally~~revenue, itour ismanagement ~~engaged~~reviewed instrategic ~~preliminary~~alternatives ~~discussions~~inside toand ~~acquire a majority ownership~~outside of ~~another~~the beverage ~~product~~industry. ~~See Risk Factors” at page 4.~~

Strategic Transaction Efforts and Developments

As was disclosed in our Quarterly Report on Form 10-Q filed with the SEC on May 18, 2026, March 4, 2026, Splash entered into a non-binding letter of intent (the “Letter”) with the target company, Medterra, a manufacturer and multi-brand operator of federally compliant cannabinoid wellness products. The Letter expired on May 4, 2026, and the Company has been active in pursing potential strategic alternatives in a quickly evolving cannabinoid marketplace. Management, led by experienced cannabinoid markets operators Brady Cobb, Interim Chief Executive Officer and Michael Bondurant, newly appointed Interim Chief Operating Officer, have been pursuing potential alternative transactions over the past 30 days in the wellness and cannabinoid sectors and will provide further updates as they become available. Management is seeking to position the Company to capitalize on the ongoing evolution of the cannabinoid and wellness economy by attempting to identify, partner with, and support established brands across the hemp-derived CBD and, subject to applicable regulatory and exchange approvals, medical cannabis marketplaces. As a recent example of an NYSE-approved cannabis company listing, on June 5, 2026 it was announced that medical cannabis operator Trulieve was approved to list its shares on the New York Stock Exchange effective June 10, 2026, representing the first cannabis company to be approved for listing on a major U.S. stock exchange. However, there can be no assurance that we can achieve our goals in terms of a strategic transaction in the CBD and wellness space, and the selection, negotiation, due diligence and approval processes for mergers and acquisitions are time and resource intensive processes and we may be delayed or prevented from adequately completing a reverse merger as necessary to regain compliance within the timeframe required by the NYSE American. See “Risk Factors.”

Our Strategy

Our ~~strategy~~primary focus is to ~~combine~~complete ~~the~~an ~~traditional~~acquisition ~~approach~~as ofdescribed ~~manufacturing,~~above. ~~distributing~~In addition, ~~and~~we ~~marketing~~are offocusing ~~beverages,~~on ~~with early~~re-~~stage~~commencing ~~brands~~material ~~and~~revenue-generating ~~assets~~operations ~~that~~through ~~either~~our ~~have~~beverage abusiness, ~~reasonable~~including through ~~level~~sales of ~~pre-existing~~ ~~brand~~our ~~awareness~~Chispo ~~and~~Tequila ~~market~~brand ~~presence,~~subject ~~or have attributes that we believe~~ to beobtaining ~~innovative~~sufficient ~~or otherwise present favorable growth opportunities and competitive advantages~~capital. WeThe ~~believe~~Company ~~this~~estimates ~~allows~~that usit towill ~~break~~initially ~~through~~require $3,000,000 for the ~~clutter~~Chispo ~~of numerous~~ brand ~~introductions~~as ~~and~~well ~~dilute risk.~~as Wegeneral ~~apply~~and ~~this~~administrative ~~philosophy~~expenses ~~regardless~~for ~~of whether~~ the ~~brand~~next or12 ~~asset is 100% owned or a joint venture~~months.

~~For~~On ~~acquisition~~June or9, ~~joint~~2026, ~~venture~~the ~~consideration~~Company invested $217,479.24 weand purchased 2,000,000 common shares ~~prefer~~and to1,000,000 ~~work~~warrants of Avicanna Inc. (TSX:AVCN) in a private placement transaction. Avicanna is a commercial-stage cannabinoid-based biopharmaceutical company focused on clinical research, patient care, and developing pharmaceutical products. The investment represents a strategic capital allocation aligned with ~~brands~~Splash’s ~~that~~previously ~~already~~announced ~~have~~plans ~~one~~to orpivot ~~more~~into ofa ~~the~~cannabinoid-based ~~following~~health, wellness, and healthcare-focused platform company, and management is in ~~place:~~discussions with the leadership of Avicanna regarding potential future transactions.

● Some level of preexisting brand awareness.

● Regional presence that can be expanded.

● Licensing brand names.

● Add to an underdeveloped and/or growing category capitalizing on consumer trends.

● Innovation to an existing attractive category (such as flavored tequila).

● A near term clear path to profitability.

We believe this platform model provides us with two paths to success: one, developing our wholly owned core brands and two, the ability to tap into high growth, early-stage brands ready to scale. This platform allows us to limit risk, and significantly reduce development expenses while simultaneously increasing efficiencies for all brands in our portfolio.

Splash has the ability to fully own a brand or be flexible to engage in business ventures structured with a revenue split, or an equity position.

The benefit to Splash in these shared brand ownerships is the ability to avoid the development costs for new products. This model spreads our risk over several brands, contributes to our economies of scale, improves our relationship with distributors and reduces the overall cost of infrastructure.

The Company also believes the distribution landscape in the beverage category is changing rapidly. Tech-enabled business models are thriving and direct to consumer, office and home solutions are projected to continue to gain traction as beverage alcohol regulations evolve. A core strategy for us is to optimize the Qplash online platform, our consumer-packaged goods retail division and our first entry point into the growing e-commerce channel.

The Company has not made any sales since March 2025 due to its lack of capital resources. The Company is seeking to raise at least $8.5 million in the fourth quarter of the fiscal year ending December 31, 2025 in order to re-establish portions of its prior business through the sale of tequila products and potentially Qplash, and through the development and launch of operations using the Water Assets acquired in June 2025 which envision the extraction, bottling and sale of high quality drinking water sourced from an aquifer located in a “Blue Zone” in Costa Rica. The Company estimates that it will initially require $500,000 for the Chispo brand, $2 million for Qplash, and $4 million for its water business. In addition, the Company anticipates needing approximately $2 million for general and administrative expenses for the next 12 months.

Products

The following is a description of our current and contemplated products.

Costa Rica Water

On June 25, 2025, we entered into an Asset Purchase Agreement providing for our acquisition of certain water extraction rights and permits in Garabito, Puntarenas, Costa Rica, which we refer to herein as “Water Assets.” The Water Assets permit the owner to extract water from an aquifer which is located in a “Blue Zone” in Costa Rica, or a geographic region known for exceptional longevity and natural purity wherein the inhabitants live significantly longer and healthier lives than the global average, with a high concentration of people who live to be 100 years or older. Preliminary tests indicate that the water has high purity and quality. Among the features of the water that we believe will set it apart from competitors and position it as an attractive option for distributors and consumers considering drinking water are:

● Source Location: Deep aquifer beneath the rainforest in, Costa Rica, near one of the world’s five Blue Zones—regions known for exceptional longevity and natural purity.

● Large Orders Pending: Splash has already received a $500,000/month purchase order from a United Arab Emirates-based distributor for their premium convenience and travel stores.

● Naturally Filtered: Water is filtered through layers of volcanic rock, giving it a unique mineral composition and superior taste profile,

● Natural Alkaline. Naturally alkaline with a tested pH of 7.9,

● Mineral Rich: Rich in essential minerals like potassium, magnesium, calcium, and silica,

● High Purity: Outperforms certain high quality water brands such as Fiji and Evian in key mineral purity benchmarks.

● Brand Strength: Existing brand Blu which we acquired with the asset purchase, provides an early platform positioned for consumers who value origin, quality, and natural health.

● Sustainability: Bottled sustainably near the source in Costa Rica with minimal environmental footprint and potential for certification (e.g., Carbon Neutral, Rainforest Alliance).

● Growth Platform: Full control of source allows for the development of additional water brands, super-premium including value-tier, functional wellness, and export-ready SKUs.

● Strategic Fit: Aligns with global consumer trends in clean hydration, provenance storytelling, and sustainable luxury.

We are in the process of developing two new brands for use in connection with the water, and believe the quality and location of the water sourced from the Water Assets will position us well to establish a brand for the extracted water. We believe the consumer trends towards health-focused and environmentally-friendly products will position us well to commercialize the Water Assets and establish brand recognition for branded products we develop using the extracted water.

Included in the Water Assets are a water concession permit, which grants the legal right to extract up to 0.81 liters/second (2.15 million liters/month) of groundwater, a water availability certificate, which confirms a total approved aquifer volume of 11 liters/second, and long-term extraction rights. The concession is registered with Costa Rica’s Ministry of Environment and Energy. We also received certain associated rights and licenses, including documentation allowing commercial export of bottled water.

In July 2025, we received our first purchase order for the sale of a total of 1,500 milliliters (ml) of bottled water for a total purchase price of $500,000 to a distributor in the United Arab Emirates to sell the products at its premium convenience and travel stores. We have entered into a monthly arrangement to supply the distributor with $500,000 per month. Processing these orders and generating revenue therefrom will depend on our ability to extract a sufficient quantity of water from the aquifer, which will require us to establish and deploy sufficient infrastructure and personnel on site, and compliance with regulatory requirements in the United Arab Emirates, particularly obtaining approval from the country’s Health Ministry. Our current plans are for phase 1 to raise at least $4 million to use third parties to extract and ship the water followed by phase 2, building our own facility which will take an additional estimated $20 million. Even if we are able to raise all of this capital, we estimate such a facility will not be available until December 2027. Following successful execution of phase 1 Splash will be capable of meeting the current orders. Phase 2 completion will be required for further U.S. and international expansion. Splash has not had the capital required to begin fulfillment of the $500,000 per month order.

The Company is in the process of developing and implementing its business plan and operations to use the Water Assets to extract and sell water to consumers and businesses, which will be subject to, among other things, accessing adequate capital, determining and constructing the necessary infrastructure and establishing and maintaining key relationships in Costa Rica and other countries in which we will pursue these operations. Among the initial challenges will be extracting water from the aquifer in commercial quantities. The current extraction capabilities on the site are limited, and constructing and operating our own facilities will be capital and time intensive, taking an estimate of approximately one year to build a facility, assuming we can obtain the requisite capital and regulatory approvals to do so, after which we also must adequately staff the facility to allow sufficient extraction capabilities. We expect that we will need to raise $20 million to build a facility and need $2 million for additional working capital. In the meantime, we intend to use third party contract manufacturers to assist in sourcing the water to service incoming purchase orders, to the extent practicable and commercially viable. Each regional market has unique label standards and may have additional regulatory requirements.

When we begin producing sufficient quantities of bottled water, we intend to leverage Qplash to seek online sales of our product including through popular grocer websites such as Walmart and Target.

Chispo Tequila

Chispo is a tequila brand which in the first half of 2026 we ~~plan~~distributed to ~~begin~~one ~~distributing in~~customer. Since that distribution, the ~~near~~customer ~~term~~terminated its contract with us, and we are presently attempting to locate a new contract with one or more customers for our Chispo brand. Chispo is an authentic blue agave blanco tequila, with fresh, sweet citrus, herbal floral notes ideal for cocktail mixing. We have entered into an arrangement with the Chispo producer under which we agreed to distribute the brand in certain states in the U.S., as well as in Guatemala and Europe. We expect that we will need approximately $500,000 in new financing to implement this business.

E-commerce

“Qplash” is a wholly owned division of Splash. It is our first entry point into the growing e-commerce channel. The division sold beverages online through www.qplash.com, and third-party storefronts such as Amazon.com. Inside of the division, there are two primary customer groups: business to business retailers, which in turn offered the products to their customers, and business to consumer, selling direct to end users. The business-to-business program allows businesses to control inventory, order with payment terms, and offer the convenience of delivery directly to each store.

During the fiscal year ended December 31, 2024, Qplash offered over 1,500 listings and has warehouses that ship from both California and Pennsylvania. Since January , 2025, Qplash has been inactive.

BAAD Beverages, LLC

On November 24, 2025, Splash SBII, a subsidiary of the Company, entered into a JV Agreement with BAAD in connection with a newly formed JV Entity, BAAD Beverages, LLC pursuant to which the parties established a joint venture for the sale of adult, THC and CBD beverage products in states where such products are legally permitted. Pursuant to the JV Agreement, SBII received a 51% financial interest in the JV Entity in exchange for an initial capital contribution of $25,500, with BAAD receiving the remaining 49% in exchange for an initial capital contribution of $24,500. Under the JV Agreement, SBII is entitled to appoint two of the five managers of the JV Entity, and BAAD is entitled to appoint the other three managers. In connection with the joint venture, BAAD agreed to initial contribute a 25% ownership interest in intellectual property rights to the “Nimbus” brand to the JV Entity, which may be increased to up to 60% upon achieving milestones tied to gross sales of up to $4 million. Under the JV Agreement BAAD has the right to repurchase such intellectual property if revenue from Nimbus branded products falls below enumerated thresholds in the fourth quarters of 2026, 2027 or 2028, at a purchase price based on 200% of the joint venture’s trailing 12-month revenue from the sale of Nimbus branded products, of which SBII would be entitled to its pro rata portion based on its ownership of the JV Entity. The joint venture is prohibited from selling products without unanimous member approval in Nebraska, Wisconsin, Kansas, Missouri, Oklahoma, Georgia and South Carolina.

The joint venture is still in its early stages and has not resulted in any revenue to the Company as of the date of this prospectus. The joint venture will require sufficient capital to commence material operations.

Prior Products

We previously sold the following products and brands under contractual arrangements with counterparties which have since been terminated. Below are certain products which we sold in the fiscal year ended December 31,2024 but no longer market or sell.

Splash’s wholly owned subsidiary, Splash Beverage Group II, Inc. acquired the rights under a license agreement with TapouT, LLC (Authentic Brands Group). In the first quarter of the fiscal year ended December 31, 2024, the relationship between TapouT LLC and the Company was terminated.

By virtue of the foregoing developments, our focus is now on accessing the necessary capital to reinstate our operations in the production and sale of the tequila as well as online sales on Qplash, and the development of our business in the extraction and sale of high quality drinking water through our Water Rights in Costa Rica. These products and ventures are described above.

Competition

We compete with a large variety of other companies in the marketplace for the sale of non-alcoholic and alcoholic products. The beverage sector is highly competitive, and include international, national, regional and local producers and distributors. Competitive factors in the beverage industry include price and promotional activity, advertising and marketing programs, point-of-sale merchandising, retail space management, customer service, product differentiation, packaging innovations and distribution methods.

We believe that, if we can access sufficient capital to re-commence and maintain operations, our access to high quality water from the Water Assets will provide us with a competitive strength relative to many of our competitors.

Manufacturing and Co-packing

Although we are responsible for manufacturing tequila products under our joint venture, we do not directly manufacture these products, but instead outsource such manufacturing to third party bottlers and contract packers and distillers.

~~Chispo~~Marketing products are manufactured in Mexico, under separate arrangements. Our co-packaging arrangements are terminable upon request and do not obligate us to produce any minimum quantities of products within specified periods.Efforts

~~Our~~In ~~business~~January ~~model~~2026, ~~envisions~~the ~~purchasing~~Company ~~concentrates,~~announced that Senor ~~flavors,~~Frog’s ~~dietary~~had ~~ingredients,~~selected ~~cans,~~Chispo ~~bottles,~~Tequila ~~caps,~~as ~~labels,~~its ~~and~~house ~~other~~tequila ~~components~~across ~~and~~an ~~ingredients~~initial ~~for~~group ~~our~~of ~~beverage~~locations ~~products~~in ~~from~~Florida, ~~our~~the ~~suppliers~~Bahamas, and Mexico ~~which~~In ~~are~~March ~~delivered~~2026, we shipped initial inventory to ~~our~~a ~~manufacturing~~distributor ~~operations~~which ~~and~~resulted ~~various~~in ~~third-party~~revenue ~~bottlers~~for ~~and~~the ~~co-packers.~~three Inmonths ~~some~~ended ~~cases~~March 31, ~~certain~~2026. ~~common supplies~~Senor ~~may~~Frogs subsequently notified us that it would not be ~~purchased~~moving byforward ~~our~~with ~~various~~us ~~third-party~~as ~~bottlers~~its house tequila and ~~co-packers~~terminated its contract with us. Following ~~Depending~~this ondevelopment, the ~~product~~Company intends to pursue potential new customers for its Chispo brand, ~~the~~although ~~third-party~~due ~~bottlers~~to orits ~~packers~~limited ~~add~~capital ~~filtered~~the ~~water~~Company ~~and/or~~does ~~other~~not ~~ingredients~~presently ~~(including~~have ~~dietary~~employees ~~ingredients)~~or ~~for~~personnel ~~the~~dedicated ~~manufacture~~to sales and ~~packaging~~marketing. ofAs ~~the~~such, ~~finished~~any ~~products~~such ~~into~~efforts will be primarily ~~our~~dependent ~~approved~~on ~~containers~~our inmanagement ~~accordance~~team ~~with~~led by our ~~formulas~~Interim Chief Executive Officer. See “Employees” below.

We are also responsible for all elements of the production, bottling and sale of water extracted through the Water Assets, although we may negotiate and enter into contractual arrangements to outsource certain functions to third parties.

Distribution

For our beverage-alcohol products, we operated within what is referred to as a “Three Tier Distribution System” where manufacturers are not permitted to sell directly to retailers, but instead contract for local and regional distribution with independent distributors. These distributors typically have geographic rights to distribute major beverage brands and call on every store in a given area such as major cities or regions. Our management team has extensive experience working within this channel and believes that we will be successful in building a strong network of these distributors.

In addition to working with these independent distributors, we also have distribution arrangements with national retail accounts where we distributed some of our products directly through their warehouse operations.

We are in the process of developing and establishing distribution channels for our sale of bottled water extracted using the Water Assets. To the extent we are able to, we intend to leverage our existing distribution channels and relationships to market and sell the water, which will depend, among other factors, on the locations, timing and volume of orders.

Employees

We have ~~seven~~three full- time employees,: ~~including~~Brady ~~non-officer~~Cobb, Interim ~~employees~~Chief ~~and~~Operating ~~our~~Officer, ~~executive~~Martin ~~officers.~~Scott, ~~None~~Interim ofChief ~~our~~Financial ~~employees~~Officer, ~~are represented by a labor union. We have not experienced any work stoppages~~ and ~~consider~~Michael ~~our~~Bondurant, ~~relations~~Interim ~~with~~Chief ~~our~~Operating ~~employees to be good~~Officer.

Listing on the NYSE American

Our Common Stock is listed on the NYSE American exchange under the ticker symbol “SBEV”.”

Properties

The Company leases office space in Fort Lauderdale pursuant to a sublease arrangement with Northswell Consulting, LLC, an entity owned and controlled by Brady Cobb, the Company’s Interim Chief Executive Officer and a director, for $4,750 per month. See “Related Party Transactions.”

Corporate Information

We are a Nevada corporation. Our principal offices are located at ~~1314~~1112 EN. ~~Las~~Flagler ~~Olas Blvd~~Drive, ~~Suite 221,~~ Fort Lauderdale, Florida ~~33301~~33304. Our website address is www.splashbeveragegroup.com. We have not incorporated by reference into the registration statement of which this Prospectus forms a part the information that can be ~~assessed~~ assessed through our website and you should not consider it to be part of the ~~Registration~~registration ~~Statement~~statement of which this Prospectus forms a part.

MARKET FOR COMMON STOCK

Market Information

Our Common Stock trades on NYSE American under the symbol “SBEV”. The ~~last reported opening and~~ closing sales price for our Common Stock on NYSE American as of ~~December~~June 1810, ~~2025~~ 2026, was $10.1029.

~~Aggregate~~Holders ~~Number~~ of ~~Holders of~~ Common Stock

As of ~~December~~June 185, ~~2025~~2026, there were 215,~~773~~389,~~106~~840 shares of Common Stock issued and outstanding. As of ~~December~~June 185, ~~2025~~2026, approximately ~~536~~279 holders of record of our Common Stock in addition to beneficial owners who hold their shares at accounts with broker-dealers.

MANAGEMENT

The following table sets forth our executive officers and directors, their ages and position(s) with the Company.

Name	Age	~~Age~~Position	~~Position~~
William Meissner		59	President and Chief Marketing Officer
Brady Cobb	45	Interim Chief Executive Officer and Director
Martin Scott	58	57Interim Chief Financial Officer	~~Interim Chief Financial Officer~~
Frederick William (“Bill”) Caple		66	Chairman of the Board
Michael Bondurant	56	Interim Chief Operating Officer
Thomas Fore		59	Director
Frederick William (“Bill”) Caple	67	Chairman of the Board
Robert Nistico		62	Director
Thomas Fore	59	Director
Justin Yorke		59	Director
Francis Knuettel II	60	Director

Directors are elected annually and hold office until the next annual meeting of the stockholders of the Company and until their successors are elected. Officers are elected annually by the Board and serve at the discretion of the Board.

~~Frederick~~Brady ~~William~~Cobb ~~(“Bill”) Caple~~ has ~~served as~~been a director of the Company since February 2, 2026. On May 39, ~~2023~~2026, ~~and~~the Company appointed Mr. Cobb as ~~Chairman~~the ~~since~~Company’s ~~November~~Interim ~~2025~~Chief Executive Officer. ~~Since~~By ~~2003~~virtue of this appointment, Mr. ~~Caple~~Cobb became the principal executive officer of the Company. Mr. Cobb is an experienced cannabinoid markets operator who has been aleading ~~consultant~~the atCompany’s ~~Caple Advisory,~~pursuit anof ~~international~~potential ~~management~~alternative ~~consulting~~transactions ~~practice~~in the wellness and ~~investment~~cannabinoid ~~banking~~sectors. ~~firm,~~He ~~with~~is also a ~~concentration~~lawyer in ~~Asia~~Florida.

Martin Scott has been the Interim Chief Financial Officer of the Company since December 15, 2025. Mr. Scott has served as founder and executive officer of Martin Scott CFO Consulting Services Inc. since 2002. From September 1, 2023 to January 15, 2024 Mr. Scott served as chief financial officer of LUVU Brands, Inc. [OTCQB: LUVU]. From March 2022 to January 2023, Mr. Scott served as chief financial officer of MGO Global, Inc, [Nasdaq:MGOL]. Subsequently that company was acquired by Heidmar Maritime Holdings Corp [Nasdaq:HMR].

Michael Bondurant was appointed as Interim Chief Operating Officer on June 8, 2026. Mr. Bondurant is an experienced operator and entrepreneur with a track record of building, scaling, and fixing businesses across banking, technology, and cannabis. From May 2019 through June 2021, Mr. Bondurant was the Chief Operating Officer of Bluma Wellness Corp (BWELL:CSE) d/b/a One Plant Cannabis, and successfully served on the management team that guided the company to a merger transaction with leading multistate operator Cresco Labs in an all stock transaction valued at $213,000,000. Next, he served as a founder and the Chief Operating Officer of Green Sentry Holdings, LLC, d/b/a Sunburn Cannabis from August 2022 through December 2023, and has been engaged as a consultant specializing in operational turn arounds and strategic guidance from December 2023 through present.

Frederick William (“Bill”) Caple has served as a director of the Company since May 3, 2023 and as Chairman since November 2025. Mr. Caple also currently serves on the board of directors of Oligomerix, Inc., a clinical stage biotech company focused on therapeutics for neuro-degenerative diseases such as Alzheimer's and dementia. Since 2003, Mr. Caple has been a consultant at Caple Advisory and an international management consulting practice.

Thomas Fore has been a director since March 20, 2025. Previously, he served as the CEO and director of Tiderock Companies, Inc. from January 2021 to October 2025. From January 2024 to July 2025, Mr. Fore served as Chief Strategy Officer of My Pebble Inc. Since January 2025, Mr. Fore has served as a director of Sora Ventures LLC. Mr. Fore served as a director of mPhase Technologies, Inc. from March 2023 to January 2024.

~~Robert Nistico has been a member of the Board since March 31, 2020. He previously served as Chief Executive Officer of the Company from March 31, 2020 until his resignation on November 14, 2025.~~37

~~Justin~~Francis ~~Yorke~~Knuettel ~~has~~II ~~been~~was aappointed ~~member~~to of the Board ~~since~~ ~~March~~on 31April 27, ~~2020~~2026. ~~Since~~Board ~~March~~of ~~31,~~Directors ~~2020~~on May 14, 2025. Mr. ~~Yorke~~Knuettel has ~~also~~spent ~~served~~most of his career as ~~the~~a ~~Company’s~~CXO ~~Secretary.~~in ~~For~~early-stage ~~over~~public 20companies ~~years,~~– ~~Mr.~~specializing ~~Yorke~~in ~~has~~dynamic ~~been~~ technology and life sciences companies – with a ~~partner~~strong track atrecord ~~Arroyo~~in ~~Capital~~growing ~~Management~~organizations. HeMr. ~~also~~Knuettel ~~acts~~served as ~~the~~Chief ~~manager~~Financial Officer of ~~Richland~~Pelthos ~~Fund,~~Therapeutics ~~LLC,~~Inc. an[NYSE ~~Arroyo~~American: ~~Capital~~PTHS] from June ~~Management~~2022 ~~company.~~to ~~Mr.~~April ~~Yorke has~~2026, ~~been~~as ~~Chairman~~Chief ofExecutive ~~the~~Officer ~~Board~~ of ~~Processa~~Pelthos ~~Pharmaceuticals,~~from ~~Inc.~~July ~~since~~2023 ~~September~~to ~~2017~~July 2025, and as a ~~member~~director of ~~its~~Pelthos ~~Board~~from ofAugust ~~Directors~~2024 to ~~since~~July ~~August 2017~~2025. Prior to that, from December 2020 to March 2022, he served as Chief Executive Officer and director of Unrivaled Brands.

William Meissner has been the President and Chief Marketing Officer of the Company since May 2020.

Martin Scott has been the interim Chief Financial Officer of the Company since December 15, 2025. Mr. Scott has served as founder and executive officer of Martin Scott CFO Consulting Services Inc. since 2002. From September 1, 2023 to January 15, 2024 Mr. Scott served as chief financial officer of LUVU Brands, Inc. [OTCQB: LUVU]. From March 2022 to January 2023, Mr. Scott served as chief financial officer of MGO Global, Inc, [Nasdaq:MGOL]. Subsequently that company was acquired by Heidmar Maritime Holdings Corp [Nasdaq:HMR].

Term of Office

Family Relationships

There are no family relationships among and between the issuer’s directors, officers, persons nominated or chosen by the issuer to become directors or officers, or beneficial owners of more than ten percent of any class of the issuer’s equity securities.

Composition of our Board of Directors

Our ~~Board currently consists of four members. Our~~ directors hold office until their successors have been elected and qualified or until the earlier of their death, resignation or removal. There are no family relationships among any of our directors or executive officers.

Director Independence

Our Board has determined that all of our present directors are independent, in accordance with standards under the NYSE Listing Rules, other than Mr. ~~Nistico~~Cobb. Our Board determined that, under the NYSE Listing Rules, Mr. ~~Nistico~~Cobb is not an independent director because he ~~served~~serves as the Interim Chief Executive Officer of the Company ~~in 2025~~.

Our Board has determined that Messrs. Caple, Fore and ~~Yorke~~Knuettel are independent under the NYSE Listing Rules’ independence standards for Audit Committee members. Our Board has also ~~determined~~ determined that they are independent under the NYSE Listing Rules independence standards for Compensation Committee members and for Governance ~~and~~ and Nominating committee members. However, Mr. Yorke previously served as Secretary until he resigned on September 25, 2025. During a meeting of the Board, Mr. Yorke confirmed that he not taken any action as Secretary other than possibly signing some documents in that capacity. In reliance upon that, our Board confirmed Mr. Yorke’s status as an independent director. Our counsel confirmed that position although it advised us that there is NYSE guidance that acting as corporate Secretary disables a person form being independent.

Committees of the Board

The Board and its committees meet and act by written consent from time to time as appropriate. The Board has formed the following three standing committees: (i) the Audit Committee, (ii) the Compensation and Management Resources Committee (the “Compensation Committee”), and (iii) the Nominating and Corporate Governance Committee (the “Nominating Committee”). These Committees regularly report on their activities and actions to the Board. Copies of the charters of our three standing Committees are located on our website at: www.splashbeveragegroup.com.

Board and Committee Meetings

All of the directors, then serving as directors, attended over 75% of the applicable Board and Committee meetings held in 2024.

Our Board held a total of six meetings and acted by unanimous written consent on six occasions during 2024. We have no formal policy regarding attendance by directors or officers at our stockholders’ meetings.

During 2024, our Audit Committee held a total of four meetings, our Nominating Committee held a total of two meetings, and the Compensation Committee held a total of two meetings.

Audit Committee

The Audit Committee currently consists of Messrs. Fore (Chair), Caple, and Yorke. Each member of the Audit Committee is an independent director as defined by the rules of the SEC and the NYSE. The Audit Committee has the sole authority and responsibility to select, evaluate and engage independent auditors for the Company. The Audit Committee reviews with the auditors and with the Company’s financial management all matters relating to the annual audit of the Company.

The Audit Committee monitors the integrity of our financial statements, monitors the independent registered public accounting firm’s qualifications and independence, monitors the performance of our internal audit function and the auditors, and monitors our compliance with legal and regulatory requirements. The Audit Committee also meets with our auditors to review the results of their audit and review of our annual and interim financial statements.

The Audit Committee meets at least on a quarterly basis to discuss with management the annual audited financial statements and quarterly financial statements and meets from time to time to discuss general corporate matters.

Compensation and Management Resources Committee

The Compensation Committee currently consists of Messrs. Fore, Caple and Yorke, each of whom are independent directors. Among other things, the Compensation Committee reviews, recommends and approves salaries and other compensation of the Company’s executive officers, and administers the Company’s 2020 Long-Term Incentive Compensation Plan (the “2020 Plan”) (including reviewing, recommending and approving stock option and other equity incentive grants to executive officers).

In addition, subject to existing agreements, the Compensation Committee is authorized to determine the salaries, bonuses, and other matters relating to compensation of the executive officers of the Company using similar parameters. It may set performance targets for determining periodic bonuses payable to executive officers. It is also authorized to review and make recommendations to the Board regarding executive and employee compensation and benefit plans and programs generally, including employee bonus and retirement plans and programs (except to the extent specifically delegated to a Board appointed committee with authority to administer a particular plan). In addition, the Compensation Committee approves the compensation of non-employee directors and reports it to the full Board.

The Compensation Committee also reviews and makes recommendations with respect to stockholder proposals related to compensation matters.

The Compensation Committee may, in its sole discretion and at the Company’s cost, retain or obtain the advice of a compensation consultant, legal counsel or other advisor. The compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel and other advisor retained by the Committee.

Nominating and Corporate Governance Committee

The Corporate Governance and Nominating Committee (the “Nominating Committee”) consists of Messrs. Fore, Caple and Yorke, each of whom meets the independence requirements of all other applicable laws, rules and regulations governing director independence, as determined by the Board.

The Nominating Committee has the authority to identify individuals qualified to become members of the Board, consistent with criteria approved by the Board; recommend to the Board the director nominees for the next annual meeting of stockholders at which directors are to be elected; recommend to the Board candidates to fill any vacancies on the Board; develops, recommend to the Board, and reviews the corporate governance guidelines applicable to the Company; and oversees the evaluation of the Board and management.

It is authorized to consider and recruit candidates to fill positions on the Board, including as a result of the removal, resignation or retirement of any director, an increase in the size of the Board or otherwise. The Nominating Committee has the authority to conduct, subject to applicable law, any and all inquiries into the background and qualifications of any candidate for the Board and such candidate’s compliance with the independence and other qualification requirements established by the Nominating Committee.

In selecting and recommending candidates for election to the Board or appointment to any committee of the Board, the Nominating Committee does not believe that it is appropriate to select nominees through mechanical application of specified criteria. Rather, the Nominating Committee shall consider such factors at it deems appropriate, including, without limitation, the following personal and professional integrity, ethics and values; experience in corporate management, such as serving as an officer or former officer of a publicly-held company; experience in the Company’s industry; experience as a board member of another publicly-held company; diversity as required by the NYSE Rules; diversity of expertise and experience in substantive matters pertaining to the Company’s business relative to other directors of the Company; practical and mature business judgment; and composition of the Board (including its size and structure).

The Nominating Committee will develop and recommend to the Board a policy regarding the consideration of director candidates recommended by the Company’s stockholders and procedures for submission by stockholders of director nominee recommendations.

The Nominating Committee oversees the evaluation of the Board and management. It also develops and recommends to the Board a set of corporate governance guidelines applicable to the Company, which the Nominating Committee shall periodically review and revise as appropriate. In discharging its oversight role, the Nominating Committee is empowered to investigate any matter brought to its attention.

Board leadership structure and role in risk oversight

The Board oversees our business and affairs and monitors the performance of management. In accordance with corporate governance principles, the Board of Directors does not involve itself in day-to-day operations. The directors keep themselves informed through discussions with the principal executive officer and other key executives, by reading the reports and other materials that we send them and by participating in Board and committee meetings.

Code of Ethics

We have adopted a code of business conduct and ethics that applies to our directors, officers (including our President and principal financial and accounting officers and any person performing similar functions) and employees. Our Code of Ethics is available at our website at www.splashbeveragegroup.com.

Clawback Policy

On September 20, 2023, the Board adopted the Splash Beverage Group Clawback Policy (the “Clawback Policy”), effective September 20, 2023, providing for the recovery of certain incentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate any of its financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Adoption of the Clawback Policy was mandated by new NYSE listing standards introduced pursuant to Exchange Act Rule 10D-1. A copy of the Clawback Policy has been filed as Exhibit 97.1 to our Annual Report on Form 10-K filed for the fiscal year ended December 31, 2024, and can also be found at www.splashbeveragegroup.com.

Insider Trading Policy

The Company has adopted an insider trading policy that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees. A copy of our insider trading policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. In addition, with regard to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.

Anti-Hedging Policy

Under our insider trading policy, our officers, directors, employees and consultants are prohibited from engaging in hedging transactions without the prior review and approval of our compliance officer.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities (the “Exchange Act”) of 1934 requires that our directors and executive officers and persons who beneficially own more than 10% of our Common Stock (referred to herein as the “reporting persons”) file with the SEC various reports as to their ownership of and activities relating to our Common Stock. Based solely on our review of copies of the reports filed with the SEC of our directors and executive officers, we believe that all reporting requirements for fiscal year 2024 were complied with by each person who at any time during the 2024 fiscal year was a director or an executive officer or held more than 10% of our Common Stock, except for the following: (i) Julius Ivancsits, and Stacy McLaughlin each filed a late Form 3 report at the time of their appointments and on becoming insiders of the Company; (ii) Julius Ivancsits filed a late Form 4 report on May 6, 2024; (iii) Robert Nistico filed a late Form 4 for his grant of restricted shares of the Company’s Common Stock; and (iv) Frederick William (“Bill”) Caple filed a late Form 4 for his grant of the Company’s shares of Common Stock and stock options. .

Change in and Disagreements with Accountants on Accounting and Financial Disclosure.

On March 9, 2023, the Company was advised by Daszkal Bolton, LLP (“Daszkal”), the Company’s former independent registered public accounting firm, that Daszkal completed a business combination agreement with CohnReznick LLP (“CohnReznick”). As a result of this transaction, Daszkal resigned as the Company’s independent registered public accounting firm upon the Company filing its annual report on Form 10-K for the year ended December 31, 2022. Daszkal’s reports on the Company’s financial statements for the fiscal years ended December 31, 2022 and 2021 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

On May 4, 2023, upon the approval of the Audit Committee, the Company engaged CohnReznick as the Company’s new independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023, and interim periods. However, the Company on June 13, 2023, on the recommendation of the audit committee, the members of the Board, dismissed CohnReznick as the Company’s independent registered public accounting firm. CohnReznick completed only one interim review of the interim financial statements included in the Company’s Form 10-Q filed on June 6, 2023. Since the engagement of CohnReznick on May 4, 2023, there had been no disagreements with CohnReznick on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to CohnReznick’s satisfaction would have caused it to make reference thereto in connection with its reports on the financial statements for such period. During the period of engagement, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K, except that CohnReznick advised the Company of material weaknesses in its internal control over financial reporting as of March 31, 2023.

On June 15, 2023, upon the approval of the Audit Committee, the Company engaged Rose, Snyder & Jacobs LLP (“Rose, Snyder & Jacobs”), as the Company’s new independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023, and interim periods.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following is a description of the transactions and series of similar transactions, since January 1, 2023, that we were a participant or will be a participant in, which:

●

the amount involved exceeds the lesser of $120,000 or one percent of the average of the smaller reporting company’s total assets at year-end for the last two completed fiscal years; and

●

any of our directors, executive officers, holders of more than 5% of our capital stock (which we refer to as “5% stockholders”) or any member of their immediate family had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers.

~~During~~On ~~the~~June ~~normal~~8, ~~course of business~~2026, wethe ~~incurred expenses~~Company ~~related~~entered tointo ~~services~~an ~~provided~~oral agreement byto ~~our~~sublet ~~CEO~~office orspace ~~Company~~in ~~expenses~~Fort ~~paid~~Lauderdale byfrom ~~our~~Northswell ~~CEO~~Consulting, ~~resulting~~LLC, inan ~~related~~entity ~~party~~owned ~~payables.~~and Incontrolled ~~conjunction with~~by ~~the~~Brady ~~acquisition of CdV®~~Cobb, the Company’s ~~also~~Interim ~~entered~~Chief ~~into~~Executive aOfficer ~~Revenue~~and ~~Loan~~a ~~and~~director, ~~Security~~which ~~Agreement~~is (the ~~“Loan~~lessee ~~and Security~~under ~~Agreement”)~~a bylease ~~and~~with ~~among~~Mr. ~~the~~Cobb’s ~~Company,~~father-in-law. The ~~Robert~~monthly ~~Nistico,~~rent ~~additional~~is ~~Guarantor~~a ~~and~~total ~~each~~ of ~~the~~$9,500 ~~subsidiary~~per ~~guarantors~~month ~~from~~inclusive ~~time-to-time party~~of ~~thereto~~all ~~(each a “Guarantor”~~utilities, and, ~~collectively,~~ the ~~“Guarantors”),~~Company ~~and~~agreed ~~Decathlon~~via ~~Alpha~~a ~~IV,~~vote ~~L.P.~~of (the ~~“Lender”). The~~Board ~~Loan~~of ~~and~~Directors (with ~~Security~~Mr. ~~Agreement~~Cobb ~~provided~~recusing ~~for~~himself afrom ~~revenue-based~~any ~~credit~~deliberations ~~facility~~or ~~of $1,578,237 (~~the ~~“Gross~~Board ~~Amount”~~vote) ~~with~~after ~~the~~approval ~~Lender (~~by the ~~“Credit~~Audit ~~Facility”).~~Committee ~~There~~to ~~was~~pay $~~195~~4,~~927~~750 ~~outstanding~~per ~~and~~month. A ~~$1,800,023~~written ~~accrued~~sublease ~~interest~~agreement ~~under~~is ~~this~~being ~~Agreement~~negotiated asand ofis ~~December 31,~~expected ~~2024.~~to ~~There~~include ~~was~~a ~~$177,298~~right ~~outstanding~~of ~~and~~termination ~~$2,113,552~~in ~~accrued~~favor ~~interest~~of ~~under~~the ~~this~~Company ~~Agreement~~upon as30 ofdays’ notice. ~~August~~No ~~31,~~security ~~2025~~deposit or advanced rent was collected.

OnFor ~~April~~information ~~2024,~~on ~~the~~June ~~Company~~2026 ~~also~~equity ~~entered~~grants ~~into~~to ~~a Merchant~~related ~~Cash Advance Agreement (the “Loan and Security Agreement”) by and among the Company~~parties, ~~Robert~~see ~~Nistico, additional Guarantor and each of the subsidiary guarantors from time-to-time party thereto (each a~~ “~~Guarantor”,~~Executive and, ~~collectively,~~Director ~~the~~Compensation ~~“Guarantors”), and~~– ~~Cobalt~~Subsequent ~~Funding~~Equity ~~Solutions (the “Lender”)~~Grants. ~~The Loan and Security Agreement provided a loan of $815,000, with the gross and interest amount of $326,028 with the Lender (the “Credit Facility~~”~~). There was $455,335 outstanding under this agreement as of December 31, 2024. There was $204,621 outstanding under this agreement as of August 31, 2025.~~

OnIn ~~September~~connection ~~2024~~with ~~and~~William ~~November~~Meissner’s ~~2024~~resignation as President, on May 12, 2026, the Company ~~also~~ entered into a ~~Merchant~~consulting ~~Cash~~agreement ~~Advance~~with ~~Agreement~~Mr. ~~(the~~Meissner ~~“Loan~~pursuant ~~and~~to ~~Security~~which, ~~Agreement”)~~beginning byon ~~and~~June 1, ~~among the Company~~2026, ~~Robert~~Mr. ~~Nistico, additional~~Meissner ~~Guarantor~~will ~~and~~provide ~~each~~consulting ofservices to the ~~subsidiary~~Company ~~guarantors~~for ~~from~~an ~~time-to-time~~initial ~~party~~term ~~thereto~~of ~~(each~~six months for a ~~“Guarantor”,~~consulting ~~and,~~fee ~~collectively~~of $5,000 ~~the~~per ~~“Guarantors”),~~month. ~~and~~The ~~with~~Company ~~Timeless~~also ~~Funding~~agreed ~~LLC~~to ~~(the~~grant ~~“Lender”)~~Mr. ~~The~~Meissner ~~Loan~~a ~~and~~stock ~~Security~~option ~~Agreement~~to ~~provided~~purchase a250,000 ~~loan~~ shares of ~~$325,000~~the ~~and~~Company’s ~~$340,000,~~Common ~~with~~Stock under the ~~gross~~Company’s ~~and~~2025 ~~interest~~Equity ~~amount~~Incentive ~~of $172~~Plan,~~250~~ ~~and~~which ~~$173,400~~is ~~respectively~~subject ~~with~~to ~~the~~future ~~Lender~~vesting: (~~the “Credit Facility”~~1). ~~There~~125,000 ~~was~~options ~~$85~~vest immediately,~~260~~ and ~~$311~~(2) 125,~~713~~000 ~~respectively~~options ~~outstanding~~will ~~under~~vest ~~this~~on ~~Credit~~at ~~Facility~~the asend of ~~December~~the ~~31,~~initial ~~2024.~~term ~~There~~of ~~was $60,860~~the ~~and~~consulting ~~$306~~agreement,~~713~~ ~~outstanding~~subject ~~under~~to ~~this~~continued ~~agreement~~services as of ~~August~~each 31applicable vesting date. The consulting agreement provides that if Mr. Meissner is terminated for cause, ~~2025~~he will not be entitled to any unearned or unvested compensation.

~~There~~In ~~were~~connection ~~related~~with ~~party~~Robert ~~advances~~Nistico’s ~~from~~resignation as ~~our~~a ~~then~~director, ~~Chief Executive~~in ~~Officer~~April ~~and~~2026 ~~current~~the ~~director,~~Company ~~Roert~~entered into a consulting agreement with Mr. Nistico, inpursuant to which Mr. Nistico agreed to provide consulting services to the ~~amount~~Company offor ~~$400,000~~an ~~outstanding~~initial asterm of ~~December~~six ~~31,~~months ~~2024~~for ~~and~~a ~~2023.~~consulting ~~The~~fee of $~~400~~5,000 per month. The Company also ~~payable~~agreed to ~~Robert~~grant Mr. Nistico ~~remains~~a ~~outstanding~~stock asoption ofto ~~September~~purchase 30250,000 ~~2025.~~shares ~~Mr.~~of ~~Nistico~~the ~~has~~Company’s ~~asserted~~Common ~~that~~Stock ~~interest~~under isthe ~~owed~~Company’s on2025 Equity ~~these~~Incentive ~~advances; however~~Plan, which is subject to future vesting requirements. The first vesting is if the Company ~~and~~acquires MrMedterra. ~~Nistico~~If ~~have~~the first ~~not~~vesting ~~yet~~threshold ~~reached~~is ~~agreement~~met: (1) 125,000 options vest immediately, and (2) 125,000 options will vest on at the ~~applicable~~end ~~interest~~of ~~rate~~the orinitial term of the ~~amount~~consulting agreement, subject to continued services as of ~~any~~each ~~interest~~applicable vesting date. The consulting agreement provides that ~~may~~if beMr. ~~due,~~Nistico ~~and~~is ~~the~~terminated ~~balances~~for ~~noted~~cause, ~~above~~he dowill not ~~include~~be entitled to any ~~interest~~unearned or unvested compensation. Pursuant to the consulting agreement, the Company also agreed to pay Mr. Nistico $31,000 in expenses previously payable to him by June 30, 2026.

InDuring ~~June~~the ~~2025~~normal course of business, the Company incurred ~~issued~~expenses 1related to services provided by its then Chief Executive Officer or Company expenses paid by its then Chief Executive Officer,~~000~~ ~~shares~~resulting in related party payables. In conjunction with the acquisition of ~~Preferred~~Copa di Vino, the Company also entered into a Revenue ALoan ~~Stock~~and toSecurity Agreement (the “Loan and Security Agreement”) by and among the Company, Robert Nistico, ~~Director~~its then Chief Executive Officer and director, aas ~~related~~an additional Guarantor and each of the subsidiary guarantors from time-to-time party thereto (each a “Guarantor”, and, collectively, the “Guarantors”), and Decathlon Alpha IV, L.P. ~~Preferred~~(the A“Lender”). isThe ~~super~~Note ~~voting~~Payable ~~preferred~~to Decathlon with a balance of $2,325,544 ~~not~~at ~~convertible~~December ~~into~~31, ~~common~~2025 ~~stock~~and $1,995,950 at December 31, 2024. MrOn April 20, 2026, the Company received a demand letter from the Lender. ~~Nistico~~The Company disputes the demand and default, and has initiated discussions with the Lender prior to engaging in isthe legal process to defend its rights. The letter follows prior notices of default delivered by the ~~sole~~Lender ~~holder~~to the Company on March 18, 2025 and April 8, 2025. The letter demands immediate payment of ~~Preferred~~obligations Aunder the Loan and Security Agreement which according to the letter totaled $2,833,395.98 as of March 31, 2026 and continue to bear interest and are subject to other fees as set forth in the Loan and Security Agreement. The Company’s obligations under the Loan and Security Agreement are secured by the assets of the Company and its subsidiaries. The Loan and Security Agreement was previously disclosed and filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 31, 2020.

On September 2024 and November 2024 the Company also entered into a Merchant Cash Advance Agreement (the “Loan and Security Agreement”) by and among the Company, Robert Nistico, as an additional Guarantor and each of the subsidiary Guarantors from time-to-time party thereto, and with Timeless Funding LLC (the “Lender”). The Loan and Security Agreement provided a loan of $325,000 and $340,000, with the gross and interest amount of $172,250 and $173,400 respectively with the Lender (the “Credit Facility”). There was $497,188 and $311,713 respectively outstanding under this agreement as of December 31, 2025.

There were related party advances from our then Chief Executive Officer, Robert Nistico, in the amount of approximately $0.4 million outstanding as of December 31, 2025 and approximately $0.4 million as of December 31, 2024. The advances bear interest at rates ranging from 4% to 7% per annum, and interest expense was accrued in accordance with the terms of the arrangements.

On April 2024, the Company also entered into a Merchant Cash Advance Agreement (the “Loan and Security Agreement”) by and among the Company, Robert Nistico, additional Guarantor and each of the subsidiary guarantors from time-to-time party thereto (each a “Guarantor”, and, collectively, the “Guarantors”), and Cobalt Funding Solutions (the “Lender”). The Loan and Security Agreement provided a loan of $815,000, with the gross and interest amount of $326,028 with the Lender (the “Credit Facility”). There was $343,563 outstanding under this agreement as of March 31, 2026.

On September 2024 and November 2024 the Company also entered into a Merchant Cash Advance Agreement (the “Loan and Security Agreement”) by and among the Company, Robert Nistico, additional Guarantor and each of the subsidiary guarantors from time-to-time party thereto (each a “Guarantor”, and, collectively, the “Guarantors”), and with Timeless Funding LLC (the “Lender”). The Loan and Security Agreement provided a loan of $325,000 and $340,000, with the gross and interest amount of $172,250 and $173,400 respectively with the Lender (the “Credit Facility”). There was $399,188 outstanding under this Credit Facility as of March 31, 2026.

There were related party advances from our then Chief Executive Officer and former director, Robert Nistico, in the amount of $400,000 outstanding as of December 31, 2024 and 2023. The $400,000 payable to Robert Nistico remains outstanding as of September 30, 2025. Mr. Nistico has asserted that interest is owed on these advances; however, the Company and Mr. Nistico have not yet reached agreement on the applicable interest rate or the amount of any interest that may be due, and the balances noted above do not include any interest.

In June 2025, the Company issued 1,000 shares of Preferred A Stock to Mr. Nistico. Series A is super voting preferred stock, which not convertible into Common Stock. Mr. Nistico was the sole holder of Series A.

On September 29, 2023, the Company also entered into a Purchase and Sales Future Receivables Agreement (the “Loan and Security Agreement”) by and among the Company, Robert Nistico, additional Guarantor and each of the subsidiary guarantors from time-to-time party thereto (each a “Guarantor”, and, collectively, the “Guarantors”), and Knightsbridge Funding LLC (the “Lender”). The Loan and Security Agreement provided a loan of $165,000, with the gross and interest amount of $241,725 with the Lender (the “Credit Facility”). There was $99,185 outstanding under this agreement as of December 31, 2023. This amount was repaid during the first quarter of 2024.

4240

EXECUTIVE AND DIRECTOR COMPENSATION

~~Summary~~The ~~Compensation~~following ~~Table~~table sets forth information for our two most recently completed fiscal years ending December 31, 2025 and December 31, 2024 concerning all of the compensation awarded to, earned by the “named executive officers” as such term is defined under Item 402(m) of Regulation S-K promulgated under the Securities Act.

The following table sets forth information for our two most recently completed fiscal years ending December 31, 2024 and December 31, 2023 concerning all of the compensation awarded to, earned by the named executive officers (the “NEOs”) of the Company, who are set forth below.

Name and Principal Position	Year		Salary		Bonus		Other		Stock Awards		Option Awards		Total

Robert Nistico, Former CEO and Director(1)		2025	$	312,378		—	$	13,200		—	$	1,284,899	$	1,610,477
		2024	$	324,819		—	$	13,800		—	$	396,000	$	734,619

William Meissner, Former President and CMO (2)		2025	$	319,477		—	$	9,600		—	$	1,284,899	$	1,613,976
		2024	$	324,819		—	$	9,200		—	$	247,500	$	581,519

William Devereux, Former CFO (3)		2025	$	281,267	$	80,000	$	9,000		—	$	1,808,570	$	2,178,837
		2024		—		—		—		—		—		—

Name and Principal Position	Year		Salary		Other(1)		Option Awards(2)		Total
Robert Nistico, Former CEO(3)		2024	$	324,819	$	13,800	$	396,000	$	734,619
		2023	$	333,125	$	—		—	$	347,525
William Meissner, President and CMO		2024	$	324,819	$	9,200	$	247,500	$	581,519
		2023	$	333,125	$	—		—	$	333,125
Julius Ivancsits, Former CFO(4)		2024	$	209,280	$	4,000		247,500	$	460,780
		2023	$	—	$	—		—	$	—

(1) Robert Nistico served as our Chief Executive Officer from 2020 until his resignation on November 14, 2025. He also resigned as director on April 24, 2026. “Other” consisted of automobile allowance for 2025 and automobile allowance for 2024. “Option Awards” for 2025 consisted of 750,000 Warrants which were subsequently cancelled in 2026 (see “2025 Warrants”) and 30,000 options from the Company’s Employee Stock Option Program that grants Splash Beverage Group stock options to employees of the Company that vest over time and have a strike price established when the grant is made for 2024.

(12) ~~The~~William ~~amounts~~Meissner, ~~reported~~former inPresident, ~~this~~became ~~column~~our principal ~~include~~executive ~~certain~~officer on November 14, 2025 upon Mr. Nistico’s resignation as Chief Executive Officer. Mr. Meissner subsequently ~~perquisites~~resigned as President and from all other ~~personal~~positions ~~benefits~~effective ~~provided~~June to1, ~~executives~~2026. ~~These~~“Other” ~~consist~~consisted ~~primarily~~of automobile allowance for 2025 and automobile allowance for 2024. “Option Awards” for 2025 consisted of ~~fixed~~750,000 ~~cash~~Warrants ~~allowances~~which ~~intended~~were tosubsequently ~~cover~~cancelled in ~~transportation~~2026 (see “2025 Warrants”) and 18,750 options from the Company’s Employee Stock Option Program that grants Splash Beverage Group stock options to employees of the Company that vest over time and ~~related~~have ~~expenses,~~a asstrike ~~well~~price asestablished ~~other~~when ~~customary~~the ~~benefits~~grant is made for 2024.

(23)We ~~account~~Mr. ~~for~~Devereux ~~stock-based~~served ~~compensation~~as inour ~~accordance~~Chief Financial Officer ~~with~~from ~~ASC~~March ~~718~~20,~~”Compensation~~ -2025 ~~Stock~~until ~~Compensation”.~~his ~~Under~~resignation ~~the~~effective ~~fair~~November ~~value~~30, ~~recognition~~2025. ~~provisions,~~“Other” ~~cost~~consisted isof ~~measured~~automobile atallowance for 2025. ~~the~~“Option ~~grant~~Awards” ~~date~~for ~~based~~2025 onconsisted ~~the~~of ~~fair~~1,000,000 ~~value~~Warrants of(see ~~the~~“2025 ~~award~~Warrants” ~~and~~concerning isthese ~~recognized~~Warrants asand ~~expense~~15,000 employee ~~ratably~~stock ~~over~~options ~~the~~grant ~~requisite~~in ~~service~~2025. ~~period,~~The ~~which~~Warrants ishave ~~generally the~~an ~~option~~exercise ~~vesting~~price ~~period~~of $0.80 Weper ~~use~~share. ~~the~~The ~~Black-Scholes~~Company ~~option~~in ~~pricing~~2026 ~~model~~cancelled tothese ~~determine~~Warrants, which ~~the~~Mr. ~~fair~~Devereux ~~value~~has ofnot ~~stock~~agreed ~~options~~to.

(3) Former Chief Executive Officer, resigned effective November 14, 2025.

(3) Former Chief Financial Officer.

Employment Agreements

~~William~~Except ~~Meissner~~as -described ~~President~~below, the Company does not have any employment agreements in place with any of its executive officers. The Board reserves the right to increase the salary of our executive officers, and/or ~~Chief~~to ~~Marketing~~grant them equity awards, including stock, options or other equity securities, from time to time, as additional compensation ~~Officer~~or bonuses.

OnBrady ~~May~~Cobb 4,- ~~2020,~~Interim ~~the Company entered into an Employment Agreement with William Meissner, pursuant to which Mr. Meissner serves as President and~~ Chief ~~Marketing~~Executive Officer of Company with an annual base salary of $325,000. Mr. Meissner is also eligible for a discretionary bonus of up to 50% of Mr. Meissner’s base salary. Mr. Meissner also received a grant of an option to purchase 16,667 shares of Common Stock under the Company’s Plan. The Employment Agreement with Mr. Meissner’s does not have a fixed termination date.

~~Martin~~Brady ~~Scott~~Cobb –presently serves as our Interim Chief ~~Financial~~ Executive Officer pursuant to an oral arrangement under which he is entitled to an annual base salary of $300,000 and a performance bonus of $50,000 upon the Company’s increase in market capitalization of $5,000,000 by October 30, 2026. Further, if the Company increases market capitalization to over $10,000,000 by December 31, 2026, Mr. Cobb is eligible to receive an additional one-time performance bonus of $50,000. For any additional market capitalization above $10 million in 2026, Mr. Cobb will be eligible for a 3% bonus on all additional market capitalization above $10 million in 2026, up to a maximum of an additional $300,000 potential bonus. After 2026, he will be eligible to receive performance bonuses subject to the Company achieving revenue targets and profit goals mutually set by the management team and the Board or Compensation Committee.

~~Effective~~In ~~December 15~~addition, ~~2025, Martin~~in ~~Scott~~June ~~became~~2026 ~~our Chief Financial Officer on an interim basis~~Mr. HeCobb iswas ~~receiving~~granted ~~a $25~~925,000 options ~~per month salary. Subject~~ to ~~further~~purchase ~~approval of~~Common ~~our Board of Directors, Mr~~Stock. ~~Scott~~See ~~may~~“Subsequent ~~receive~~Equity ~~certain~~Grants” ~~bonuses upon the filing of our Form 10-K or if we enter into a merger or similar transaction~~below.

~~Director Compensation~~41

~~During~~Martin ~~the~~Scott ~~fiscal~~- ~~year~~Interim ~~ended~~Chief ~~December~~Financial 31, 2024, our directors were paid compensation in cash and options for serving as directors of the Company. The options were exercisable at a weighted average price of $18 per share over a 10-year period.Officer

Martin Scott serves as our Interim Chief Financial Officer pursuant to an employment agreement dated December 15, 2025, under which he is entitled to an annual base salary of $300,000 and discretionary bonuses of $20,000 upon filing of the Company’s Form 10-K and $30,000 upon the closing of any merger or change of control. The $20,000 bonus was paid following April 15, 2026 when the Company filed its Form 10-K for the year ended December 31, 2025.

In addition, in June 2026 Mr. Scott was granted 700,000 options to purchase Common Stock. See “Subsequent Equity Grants” below.

Michael Bondurant – Interim Chief Operating Officer.

Michael Bondurant presently serves as our Interim Chief Operating Officer pursuant to an oral arrangement under which he is entitled to an annual base salary of $275,000 and a performance bonus of $50,000 upon the Company’s increase in market capitalization of $5,000,000 by October 30, 2026. Further, if the Company increases market capitalization to over $10,000,000 by December 31, 2026, Mr. Bondurant is eligible to receive an additional one-time performance bonus of $50,000. For any additional market capitalization above $10 million in 2026, Mr. Bondurant will be eligible for a 3% bonus on all additional market capitalization above $10 million in 2026, up to a maximum of an additional $300,000 potential bonus. After 2026, he will be eligible to receive performance bonuses subject to the Company achieving revenue targets and profit goals mutually set by the management team and the Board or Compensation Committee.

In addition, in June 2026 Mr. Bondurant was granted 800,000 options to purchase Common Stock. See “Subsequent Equity Grants” below.

Directors Compensation

During the fiscal year ended December 31, 2025, our directors were paid compensation in cash and options for serving as directors of the Company.

Name	Year		Fees Earned or Paid in Cash		Option Awards(1)		Total Compensation

Thomas Fore		2025	$	22,500	$	1,287,168	$	1,309,668

Justin Yorke(2)		2025	$	15,000	$	1,287,168	$	1,302,168

Bill Caple		2025	$	56,250	$	1,287,168	$	1,343,418

	(1)	Represents Warrants granted in July 2025 that were subsequently cancelled in 2026. See “2025 Warrants.”
	(2)	Mr. Yorke resigned as director on April 21, 2026.

	(1)	Represents Warrants granted in July 2025 that were subsequently cancelled in 2026. See “2025 Warrants.”
	(2)	Mr. Yorke resigned as director on April 21, 2026.

Subsequent Equity Grants

On June 8, 2026, on the recommendation of the Compensation Committee of the Board, the Board approved the following grants of 10-year stock options to purchase shares of the Company’s Common Stock under the Company’s 2025 Equity Incentive Plan (the “2025 Plan”), each with an exercise price of $0.25 per share, to certain officers, directors, employees and consultants. These option grants are summarized below, and except as otherwise indicated are fully vested. These option grants constitute all of the shares of Common Stock reserved for issuance under the 2025 Plan as of the date of this Prospectus.

●

Brady Cobb, Interim Chief Executive Officer and director: 925,000 options

●

Michael Bondurant, Interim Chief Operating Officer: 800,000 options,

●

Martin Scott, Chief Financial Officer: 700,000 options

●

Francis Knuettel II, director: 500,000 options

●

William Caple, director: 500,000 options

●

Thomas Fore, director: 500,000 options

●

Chrisopher Polaszek, acting general counsel: 340,780 options

●

Peter Lipinsko, Finance: 50,000 options

●

Justin Yorke, consultant/former director: 500,000 options with vesting pursuant to his consulting agreement as follows: (i) 250,000 options are vested upon grant, and (ii) 250,000 options will vest on at the end of the initial term of the consulting agreement, subject to continued services as of each applicable vesting date. The consulting agreement provides that if he is terminated for cause, he will not be entitled to any unearned or unvested compensation.

●

William Meisnner, consultant/former President: 250,000 options with vesting pursuant to his consulting agreement as follows: (i) 125,000 options are vested upon grant, and (ii) 125,000 options will vest on at the end of the initial term of the consulting agreement, subject to continued services as of each applicable vesting date. The consulting agreement provides that if he is terminated for cause, he will not be entitled to any unearned or unvested compensation.

●

Robert Nistico, consultant, former CEO/director: 250,000 options with vesting pursuant to his consulting agreement as follows: The first vesting is if the Company acquires Medterra. If the first vesting threshold is met: (i) 125,000 options vest immediately, and (ii) 125,000 options will vest on at the end of the initial term of the consulting agreement, subject to continued services as of each applicable vesting date. The consulting agreement provides that if he is terminated for cause, he will not be entitled to any unearned or unvested compensation.

Strategic Transformation Restricted Stock Unit (“RSU”) Plan

On June 8, 2026 the Company’s Board of Directors voted to approve and adopt a Strategic Transformation Restricted Stock Unit Plan (the “RSU Plan”) designed to align management, directors, and key advisors with the successful execution of the Company’s strategic transition into the cannabinoid wellness and pharmaceutical sectors. This RSU Plan is not designed to reward a transaction; but rather is designed to reward the successful transformation of the Company and the creation of sustainable stockholder value.

The Company has publicly communicated its intention to pursue strategic alternatives that may result in a merger, acquisition, business combination, or other transformational transaction that positions the Company for long-term growth and stockholder value creation.

The Board approved the RSU Plan recognizing that successfully identifying, negotiating, financing, closing, and integrating such a transaction, while simultaneously restoring and maintaining compliance with applicable NYSE listing standards, will require extraordinary efforts from management, directors, and key advisors.

The RSU Plan, which is subject to stockholder approval in accordance with NYSE American rules, is summarized as follows.

Name	Year		Fees Earned or Paid in Cash		Option Awards		Total Compensation
		—		—		—
Frederick William Caple		2024	$	69,996	$	161,500	$	231,496
John Paglia(1)		2024	$	45,000	$	318,000	$	363,000

Proposed Plan Structure

~~(1)~~The ~~Mt.~~RSU ~~Paglia~~Plan will represent 20% of the Company’s fully diluted shares outstanding, which is apresently ~~former~~approximately ~~director~~8,373,000 shares.

~~2025~~Adoption ~~Grants~~ of ~~Warrants~~the RSU Plan requires and will not be effective prior to the Company obtaining stockholder approval.

OnStockholder ~~August~~approval ~~15,~~of ~~2025~~the ~~our~~RSU ~~Board~~Plan ~~granted~~is ~~750,000~~expected ~~five-year~~to ~~Warrants~~be toan ~~each~~express ~~director~~closing ~~including~~condition ~~Robert~~to ~~Nistico~~any ~~exercisable at $0.80 per share. Our President received a grant of 750~~merger,~~000~~ ~~Warrants and~~business ~~our Chief Financial Officer received a grant of 1~~combination,~~000,000~~ ~~Warrants~~change ~~with identical terms. We also granted certain employees a total~~ of ~~400,000~~control ~~Warrants with identical terms. All Warrants are fully vested except for 750~~transaction,~~000~~ ~~held~~or byother ~~Mr.~~strategic ~~Nistico,~~transaction ~~which are subject to meeting~~approved aby ~~certain~~the ~~metric~~Board.

Awards under the RSU Plan will be determined by the Compensation Committee and Board of Directors based upon contributions to the successful execution of the Company’s strategic transformation.

Vesting Framework

Subject to stockholder approval, the RSU Plan is expected to have the following performance-based vesting structure:

● 50% of awarded RSUs vest upon closing of the strategic transaction (inclusive of stockholder approval of the RSU Plan);

● 25% of awarded RSUs vest upon achievement of NYSE listing compliance including with respect to the recent notice of stockholders’ equity deficiency received by the Company;

● 25% of awarded RSUs vest six months following achievement of the NYSE compliance referred to above, subject to continued service and/or a consulting role.

Strategic Rationale

The proposed RSU Plan is intended to directly align the interests of management, directors, and key advisors with those of stockholders. Unlike traditional equity compensation programs, the proposed awards will be tied to the successful completion of a transformational transaction and the achievement of critical post-closing milestones that are expected to drive long-term stockholder value.

The Board believes this structure will appropriately reward performance, promotes retention through a critical transition period, and ensures that participants realize value only upon the successful execution of the Company’s strategic objectives. Management and the Board are effectively committing a significant portion of their future compensation opportunity to the successful completion of the Company’s transformation strategy, including the achievement of NYSE compliance and the delivery of a transaction designed to maximize shareholder value.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board or a committee thereof.

Equity Compensation Plan Information

On ~~May~~September 2125, ~~2020~~2025, the Board adopted the ~~(the “~~2025 Plan”) covering 5, ~~which~~315,780 ~~provides~~shares ~~for~~of ~~the~~Common ~~grant~~Stock of ~~Options,~~which ~~Restricted~~have ~~Stock~~been ~~Awards,~~or ~~Stock~~may ~~Appreciation~~be ~~Rights~~issued or issuable to employees, ~~Performance~~non-employee ~~Units~~directors, officers, consultants and ~~Performance~~advisors ~~Bonuses to~~of ~~consultants~~the Company and ~~other~~its ~~eligible~~subsidiaries. ~~recipients~~The ~~over~~2025 Plan has a ~~10-year~~term ~~period~~ending September 25, 2035. The Company’s stockholders approved the 2025 Plan on October 31, 2025.

The following table gives information as of December 31, 2024 about shares of Common Stock that have been issued under the 2020 Plan. The 2020 Plan, as amended contains an evergreen provision which provides for an automatic annual increase in the number of shares under the Plan of 7.5% of the total number of shares of Common Stock outstanding as of December 31st of the preceding fiscal year. As of December 18, 2025, no shares were available for grant under the 2020 Plan.

As of December 31, 2024, 8,648,486 options were outstanding.

Plan Category	No. of Shares to be Issued Upon Exercise or Vesting of Outstanding Stock Options		Weighted Average Exercise Price of Outstanding Stock Options		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by the stockholders		106,475	$	32.40		42,146
Equity compensation plans not approved by the stockholders
Total		106,475	$	32.40		42,146

Outstanding Equity Awards at Fiscal Year-End

The following table has been adjusted for the 1 for 40 reverse split and summarizes the total outstanding equity awards as of December 31, 2024, for each named executive officer:

Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Un-Exercisable		Plan Awards: Number of Securities Underlying Unexercised Unearned Options		Option Exercise Price		Option Expiration Date
Robert Nistico	2/28/2020		3,975		—		—	$	44.80	2/21/2025
Robert Nistico	10/16/2020		25,000		—		—	$	44.80	10/15/2025
Robert Nistico	9/16/2021		13,250		—		—	$	44.80	9/16/2031
Robert Nistico	4/18/2024		30,000		—		—	$	13.20	4/18/2034
William Meissner	10/16/2020		10,417		—		—	$	44.80	10/16/2025
William Meissner	9/16/2021		2,500		—		—	$	44.80	9/16/2031
William Meissner	4/18/2024		18,750		—		—	$	13.20	4/18/2034
Julius Ivancsits	4/22/2024		6,250		12,500		—	$	13.20	4/22/2034

The 2025 Plan also contains an “evergreen provision,” pursuant to which the shares available for grants thereunder will automatically increase on January 1st of each year, for a period of seven years commencing on January 1, 2026 and ending on January 1, 2032. The yearly increases shall equal an amount equal to 5% of the total number of shares of Common Stock outstanding as of December 31 of the preceding calendar year, on a fully diluted basis.

~~The~~On ~~Company’s~~May ~~Policies~~21, ~~and~~2020, ~~Practices~~the ~~Related~~Board adopted the 2020 Plan, towhich provides for the ~~Grant~~grant of ~~Certain~~options, ~~Equity~~restricted ~~Awards~~stock ~~Close~~awards, instock ~~Time~~appreciation rights, performance units and performance bonuses to ~~the~~consultants ~~Release~~and ofother ~~Material~~eligible ~~Nonpublic~~recipients. ~~Information~~The 2020 Plan has a term ending on May 21, 2030.

The ~~Company~~2020 ~~maintains practices regarding the timing of equity-based compensation grants to executive officers~~Plan, ~~though~~as itamended ~~does~~contains ~~not~~an ~~have a formal written policy governing such grants. The~~“evergreen ~~timing~~provision” ofwhich ~~any~~provides ~~equity~~for ~~grants~~an toautomatic ~~executive~~annual ~~officers~~increase in ~~connection with new hires, promotions, or other non-routine grants is tied to~~ the ~~event~~ ~~giving~~number ~~rise to the award (such as an executive officer’s commencement~~ of ~~employment~~shares orunder ~~promotion effective date). As a result, in all cases,~~ the ~~timing~~Plan of ~~grants~~7.5% of ~~equity~~the ~~awards,~~total ~~including~~number ~~stock options, occurs independent~~ of shares ~~the release~~ of ~~any~~Common ~~material~~Stock ~~nonpublic information,~~outstanding ~~and~~as ~~the Company does not time the disclosure~~ of ~~material~~December ~~nonpublic~~31st ~~information for the purpose~~ of ~~affecting~~ the ~~value~~preceding ~~of equity-based~~fiscal ~~compensation~~year.

The following table gives information as of December 31, 2025 about shares of Common Stock that have been issued under the 2020 Plan.

Plan Category	No. of Shares to be Issued Upon Exercise or Vesting of Outstanding Stock Options		Weighted Average Exercise Price of Outstanding Stock Options		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by the stockholders		216,212	$	29.60		_5,360,314_
Equity compensation plans not approved by the stockholders

Total		216,212	$	29.60		5,360,314

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the total outstanding equity awards as of December 31, 2025, for each named executive officer:

Name*	Grant Date	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Un-Exercisable		Plan Awards: Number of Securities Underlying Unexercised Unearned Options		Option Exercise Price		Option Expiration Date
Robert Nistico	9/16/2021		13,250		—		—	$	44.80	9/16/2031
Robert Nistico	4/18/2024		30,000		—		—	$	13.20	4/18/2034
William Meissner	9/16/2021		31,250		—		—	$	44.80	9/16/2031
William Meissner	9/16/2021		2,500		—		—	$	44.80	9/16/2031
William Meissner	4/18/2024		18,750		—		—	$	13.20	4/18/2034
William Devereux	3/3/2025		5,000		10,000		—	$	6.40	3/3/2035
William Devereux	7/31/2025		1,000,000					$	0.80	7/31/2030

*Does not include the 2025 Warrants that were subsequently cancelled.

2025 Warrants

Effective July 31, 2025, the Company issued 5,050,000 Warrants to its officers, directors and certain employees. In April 2026, our Board cancelled the Warrants. The Company’s officers and directors who received Warrants agreed to cancel them. As of the date of this Prospectus, 1,350,000 Warrants held by former employees, including William Devereux, the Company’s former Chief Financial Officer, remain outstanding and all other Warrants have been cancelled. The Company intends to pursue its remedies with respect to the remaining Warrants.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information with respect to the beneficial ownership of our Common Stock as of ~~December~~June 1810, ~~2025~~2026, for:

	●	each of our current directors and executive officers;

	●	all of our current directors and executive officers as a group; and

	●	each person, or group of affiliated persons, who beneficially owned more than 5% of our Common Stock.

Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares of Common Stock that they beneficially, subject to applicable community property laws. Unless otherwise specified, the address for each of the persons named in the table is ~~1314~~1112 ~~E Las Olas Blvd~~N. ~~Suite~~Flagler ~~221~~Drive, Fort Lauderdale, Florida ~~33301~~33304.

Our calculation of the percentage of beneficial ownership is based on 215,~~773~~389,~~106~~ 840 shares of Common Stock outstanding as of ~~December~~June 1810, ~~2025~~2026. We have determined beneficial ownership in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under Rule 13d-3 of the Exchange Act , a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person or persons, the number ~~amount~~ of shares outstanding is deemed to include the ~~amount~~number of shares beneficially owned by such person or persons (and only such person or persons) by reason of these acquisition rights.

45Because we do not expect to have a stockholders’ meeting within the next 60 days, the June 2026 anticipated grants under the RSU Plan, as described under “Executive and Director Compensation – Strategic Transformation Restricted Stock Unit (“RSU”) Plan” which will be subject to stockholder approval are not included in the table below.

Name	Shares of Common Stock Beneficially Owned		Percentage of Common Stock
Executive Officers and Directors
Robert Nistico, Former Chief Executive Officer, Director (1)		180,470		6.2	%
Brady Cobb, Interim Chief Executive Officer and Director (1)		925,000		5.7	%
William Meissner, President(2)		752,500		21.3	%
Martin Scott, Interim Chief Financial Officer (2)		700,000		4.4	%
Justin Yorke, Director(3)		907,979		25.7	%
Michael Bondurant, Interim Chief Operating Officer (3)		800,000		4.9	%
Thomas Fore, Director(4)		750,000		21.3	%
Thomas Fore, Director (4)		500,000		3.1	%
Frederick William (“Bill”) Caple, Director (5)		~~767~~520,~~500~~000		213.73	%
Officers and Directors as a Group (6 individuals) (6)		3,360,948		56.5	%
Francis Knuettel II, Director (6)		500,000		3.1	%
5% or greater owners:
William Meissner, Former President and CMO (7)		127,500		*
Aida Aragon (7)		150,000		5.1	%
Robert Nistico, Former CEO and Director (8)		138,250		1.2	%
William Devereux, (8)		1,005,000		26.6	%
William Devereux, Former CFO (9)		1,005,000		6.1	%
Magdalene Tong (9)		200,000		7.7	%
Officers and Directors as a Group (6 individuals) (10)		3,945,000		20.4	%

~~(1)~~*Less ~~Includes~~than ~~Warrants to purchase 129,167 shares of Common Stock and options to purchase 13,250 shares of Common Stock~~1%. ~~Does not include an additional 682,583 Warrants to purchase Common Stock which vest subject to contingency and time vesting criteria.~~

(2) Represents Warrants to purchase 750,000 shares of Common Stock and options to purchase 2,500 shares of Common Stock.

(3) Represents (i) 758,333 Warrants to purchase Common Stock, (ii) options to purchase 6,250 shares of Common Stock (iii) 82,431 shares held by Richland Fund LLC, (iv) 34,950 shares held by JMW Fund LLC and (v) 19,772 shares held by San Gabriel LLC. All funds are managed by Mr. Yorke.

(4) Represents Warrants to purchase 750,000 shares of Common Stock held by TBF Holdings LLC, an entity which Mr. Fore controls.

(5) Includes Warrants to purchase 750,000 shares of Common Stock held by SNS Universal Solutions LLC, an entity which Mr. Caple controls, and 3,125 options to purchase Common Stock.

(6) Includes Common Stock issuable upon exercise of Warrants and options.

(7) Represents Warrants to purchase 150,000 shares of Common Stock.

(8) Mr. Devereux is our former Chief Financial Officer who resigned effective November 30, 2025. Includes Warrants to purchase 1,000,000 shares of Common Stock, and options to purchase 5,000 shares of Common Stock.

(9) Represents Warrants to purchase 200,000 shares of Common Stock.

DESCRIPTION OF OUR SECURITIES

The following summarizes the material terms of the Company’s capital stock. The Company is a corporation incorporated under the laws of the State of Nevada, and accordingly its internal corporate affairs are governed by Nevada Revised Statutes (NRS) and by its Articles of Incorporation and its Bylaws, which are incorporated by reference as exhibits to the Registration Statement of which this Prospectus forms a part. The following summary is qualified in its entirety by reference to the applicable provisions of Nevada law and our Articles Of Incorporation and Bylaws, which are subject to future amendment in accordance with the provisions thereof. Our Common Stock is the only class of our securities registered under Section 12 of the Exchange Act.

(1) Represents 925,000 vested stock options received on June 8, 2026. See “Executive and Director Compensation – Subsequent Equity Grants.”

(2) Represents 700,000 vested stock options received on June 8, 2026. See “Executive and Director Compensation – Subsequent Equity Grants.”

(3) Represents 800,000 vested stock options received on June 8, 2026. See “Executive and Director Compensation – Subsequent Equity Grants.”

(4) Represents 500,000 vested stock options received on June 8, 2026. See “Executive and Director Compensation – Subsequent Equity Grants.”

(5) Includes (i) 500,000 vested stock options received on June 8, 2026, and (ii) options to purchase 18,125 shares of Common Stock, which are held by SNS Universal Solutions LLC, an entity which Mr. Caple controls. See “Executive and Director Compensation – Subsequent Equity Grants.”

(6) Represents 500,000 vested stock options received on June 8, 2026. See “Executive and Director Compensation – Subsequent Equity Grants.”

(7) Represents (i) 2,500 vested stock options and (ii) 125,000 vested stock options. Does not include an additional 125,000 stock options which are subject to vesting terms. See “Executive and Director Compensation – Subsequent Equity Grants.”

(8) Includes (i) 13,250 vested stock options and (ii) 125,000 vested stock options. Does not include an additional 125,000 stock options which are subject to vesting terms. See “Executive and Director Compensation – Subsequent Equity Grants.”

(9) Mr. Devereux is our former Chief Financial Officer who resigned effective November 30, 2025. Includes Warrants to purchase 1,000,000 shares of Common Stock, and options to purchase 5,000 shares of Common Stock. Although our Board cancelled the Warrants on April 14, 2026, Mr. Devereux did not agree to the cancellation. In reporting the Warrants, the Company does not concede he is legally entitled to the Warrants which were not approved by disinterested directors or our stockholders, represented a large percentage of our then outstanding common stock and were never reported to the SEC as required by the Exchange Act.

(10) This amount represents beneficial ownership by all current directors and executive officers of the Company. Does not include anticipated RSU Plan grants which are subject to stockholder approval. See “Executive and Director Compensation – Subsequent Equity Grants.” Also does not include beneficial ownership of former officers and directors as indicated in the table above.

DESCRIPTION OF OUR SECURITIES

The following summarizes the material terms of the Company’s capital stock. The Company is a corporation incorporated under the laws of the State of Nevada, and accordingly its internal corporate affairs are governed by Nevada Revised Statutes (“NRS”) and by its Articles of Incorporation and its Bylaws, which are incorporated by reference as exhibits to the registration statement of which this Prospectus forms a part. The following summary is qualified in its entirety by reference to the applicable provisions of Nevada law and our Articles Of Incorporation and Bylaws, which are subject to future amendment in accordance with the provisions thereof. Our Common Stock is the only class of our securities registered under Section 12 of the Exchange Act.

Authorized Capital Stock

Our authorized capital stock consists of 400,000,000 shares of Common Stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share. Each class of our preferred stock’s outstanding share numbers are included in their corresponding section below.

Common Stock

Voting Rights. Each outstanding share is entitled to one vote upon each matter submitted to a vote at a meeting of stockholders. Cumulative voting of shares of stock of the Company is not allowed or authorized in the election of the Board of Directors of the Company.

Dividends. Dividends in cash, property or shares may be paid upon the stock, as and when declared by our Board, out of funds of the Company to the extent and in the manner permitted by law.

Other Rights. The holders of our Common Stock have no preemptive rights and no rights to convert their Common Stock into any other securities, and our Common Stock is not subject to any redemption or sinking fund provisions.

Preferred Stock

Under our Articles of Incorporation and subject to the limitations prescribed by law, our Board may have such classes and preference of shares of preferred stock as the Board may determine from time to time.

When and if we issue additional shares of preferred stock, we will establish the applicable preemptive rights, dividend rights, voting rights, conversion privileges, redemption rights, sinking fund rights, rights upon voluntary or involuntary liquidation, dissolution or winding up and any other relative rights, preferences and limitations for the particular preferred stock series.

Series A-1 Preferred Stock

Each share of Series A-1 Preferred Stock, par value $0.001 has a stated value of $1,000. Beginning on the date on which (i) the Company’s stockholders approve and the Company amends its Articles of Incorporation to increase in authorized Common Stock of the Company as and to the extent necessary to permit full issuance of the shares underlying the securities together with other Common Stock equivalents, and (ii) the Company’s stockholders approve the issuance of the securities as may be required by the rules of the NYSE American (such date, “Stockholder Approval Date”) and for a period ending two years thereafter, each share of Series A-1 will be convertible into Common Stock by a conversion ratio equal to the stated value of the Series A-1 divided by the Series A-1 conversion price equal to the lower of (i) $4.00 per share and (ii) 80% of the of the average of the five trading day volume weighted average prices of the Company’s Common Stock as of the applicable conversion date, subject to a floor price of $1.25. Conversions of Series A-1 are subject to beneficial ownership limitations. The Stockholder Approval Date occurred on October 31, 2025.

Holders of Series A-1 are entitled to vote on an as-converted basis.

The holders of the Series A-1 are entitled to receive annual dividends equal to 12% of the stated value per share payable quarterly in arrears in cash or in shares of Common Stock at the election of the Company.

Two years after the issuance of the Series A-1, the Company shall have the option to redeem all or any portion of the Series A-1 then outstanding, at a price per share equal to the stated value plus any unpaid dividends, subject to the holders’ right to convert prior to such a redemption.

As of the ~~filing~~ date of this Prospectus, there were ~~800~~ 1,300 shares of Series A-1 outstanding.

Series B Preferred Stock

Each share of Series B Preferred Stock, par value $0.001 has a stated value of $100. Beginning on the Stockholder Approval Date and for a period ending two years thereafter, each share of Series B will be convertible into Common Stock by a conversion ratio equal to the stated value of the Series B share divided by the Series B conversion price conversion price equal to the lower of (i) $6.00 per share and (ii) 80% of the of the average of the five trading day volume weighted average prices of the Company’s Common Stock as of the applicable conversion date, subject to a floor price of $1.25, and subject further to beneficial ownership limitations.

Except as otherwise required by applicable law, the Series B shall not have any voting rights and shall not be entitled to vote on any matters brought before the stockholders of the Company.

As of the date of this Prospectus, there were 126,704 shares of Series B outstanding.

Series C Preferred Stock

Each share of Series C Preferred Stock, par value $0.001, has a stated value of $1,000. Beginning on the Stockholder Approval Date and for a period ending two years thereafter, each share of Series C will be convertible into Common Stock by a conversion ratio equal to the stated value of the Series C share divided by the Series C conversion price of $3.00 per share, subject to beneficial ownership limitations.

The Series C is junior in rank to the Series A-1 and B, is convertible at a fixed conversion price of $3.00 per share beginning on the Stockholder Approval Date, does not have dividend or voting rights and is not redeemable.

As of the date of this Prospectus, there were 20,000 shares of Series C outstanding.

Series D Preferred Stock

There are 50,000 shares designated as Series D, par value $0.001 per share. Each share of Series D is convertible into 100 shares of Common Stock, subject to approval of NYSE American and of the Company’s stockholders pursuant to the rules of the NYSE American, and subject further to beneficial ownership limitations. The Series D when issued is entitled to vote with the Common Stock on an as-converted basis.

As of the date of this Prospectus, there were no shares of Series D outstanding.

Anti-Takeover Effects of Provisions of Nevada Law, Our Articles of Incorporation and By-Laws

Nevada law includes certain provisions, which may have the effect of delaying or deterring a change in control or in our management or encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our Board rather than pursue non-negotiated takeover attempts. These provisions include authorized blank check preferred stock, restrictions on business combinations, and the availability of authorized but unissued Common Stock.

Options and Warrants

As of the date of this Prospectus, the Company had ~~213~~5,~~879~~516,146 options outstanding and 6,888,671 Warrants outstanding.

Listing

Our Common Stock trades on the NYSE American under the symbol “SBEV”.

Transfer Agent and Registrar

VStock Transfer is serving as our transfer agent and registrar. ~~Their~~They ~~address is~~are located at 18 Lafayette Pl, Woodmere, NY 11598.

~~THE SELLING STOCKHOLDERS~~49

~~This~~THE ~~Prospectus~~SELLING relates to the possible resale from time to time by the Selling Stockholder of any or all shares of our Common Stock that have been or may be issued to the Selling Stockholder pursuant to the Convertible Securities. Such shares of our Common Stock total of up to 7,765,238 shares of Common Stock, consisting of: (i) up to 120,000 shares of Common Stock which may be issued upon the conversion of Series A-1, (ii) up to 2,103,040 shares of Common Stock which may be issued upon the conversion of Series B, (iii) up to 75,000 shares of Common Stock which may be issued upon the exercise of the A Warrants and the B Warrants, and (iv) up to 5,467,198 shares of Common Stock which may be issued upon conversion of the Notes.STOCKHOLDER

AsThis ~~used~~Prospectus inrelates ~~this~~to ~~Prospectus,~~ the ~~term~~possible ~~“Selling~~resale from ~~Stockholders”~~time ~~consists~~to oftime by the Selling ~~Stockholders~~Stockholder ~~listed~~of inany ~~the~~or ~~table~~all ~~below,~~shares ~~and~~of ~~their~~our ~~respective~~Common ~~permitted~~Stock ~~pledgees,~~that ~~donees,~~have ~~transferees, assignees,~~been ~~successors,~~or ~~designees,~~may ~~successors-in-interest~~be ~~and~~issued ~~others~~by ~~who~~us ~~later come~~ to ~~hold any of~~ the Selling Stockholder’s ~~interest in~~under the Purchase Agreement. Such shares of our Common Stock inconsists ~~accordance~~of ~~with~~up ~~the~~to ~~terms~~10,000,000 ofPurchase ~~the~~Shares ~~applicable~~that ~~agreements~~we ~~governing~~may ~~their~~elect, in ~~respective~~our ~~registration~~sole ~~rights~~discretion, ~~other~~ ~~than~~to ~~through~~issue aand ~~public~~sell ~~sale.~~to ~~This~~the ~~Prospectus~~Selling ~~also~~Stockholder, ~~covers~~from ~~any~~time ~~additional~~to ~~securities~~time ~~that~~from ~~may~~and ~~become~~after ~~issuable~~the byCommencement ~~reason~~Date ofunder ~~stock splits,~~the ~~stock~~Purchase ~~dividends or other similar transactions~~Agreement.

~~For~~As ~~additional~~used ~~information~~in ~~regarding the issuance of Common Stock covered by~~ this Prospectus, ~~see~~ the ~~section~~term ~~entitled~~ “~~The~~Selling Stockholder” ~~Private~~includes ~~Placements”~~the ~~above.~~Selling WeStockholder ~~are~~listed ~~registering~~in the ~~shares~~ oftable ~~Common~~below, ~~Stock~~and ~~pursuant~~its topermitted ~~the~~pledgees, ~~provisions~~donees, oftransferees, ~~the~~assignees, successors, ~~Convertible~~designees, ~~Securities~~ successors-in-interest ~~order~~and others who later come to ~~permit~~hold any of the Selling ~~Stockholders~~Stockholder’s tointerest ~~offer~~in the shares ~~for~~of ~~resale~~Common ~~from~~Stock ~~time~~in toaccordance ~~time.~~with ~~Except for~~ the ~~transactions~~terms ~~contemplated~~of by the ~~Convertible~~applicable ~~Securities~~agreements ~~and~~governing astheir ~~set~~respective ~~forth~~registration orrights, ~~referred~~other tothan ~~below~~through ~~under~~a ~~“Material~~public ~~Relationships~~sale. ~~with~~This ~~the~~Prospectus ~~Selling~~also ~~Stockholders”,~~covers ~~the~~any ~~Selling~~additional ~~Stockholders~~securities ~~have~~that ~~not~~may ~~had~~become ~~any~~issuable ~~material relationship~~by ~~with~~reason usof ~~within~~stock ~~the~~splits, stock ~~past~~dividends ~~three~~or ~~years~~other similar transactions.

~~The~~For ~~table~~additional ~~below presents~~ information regarding the ~~Selling~~ ~~Stockholders and the shares~~ issuance of Common Stock ~~that~~covered itby ~~may offer from time to time under~~ this Prospectus., ~~This~~see ~~table is prepared based on information supplied to us by~~ the ~~Selling~~section ~~Stockholders,~~entitled ~~and~~“The ~~reflects~~Purchase ~~holdings~~Agreement” ~~as of November 17, 2025~~above. ~~The~~We ~~number~~are ofregistering the shares ~~in the column “Maximum Number~~ of ~~Shares of~~ Common Stock topursuant ~~be Offered Pursuant~~ to ~~this~~the ~~Prospectus”~~provisions ~~represents all~~ of the ~~shares of~~Purchase ~~Common~~Agreement ~~Stock~~and ~~that~~ the ~~Selling~~Registration ~~Stockholders~~Rights ~~may~~Agreement ~~offer~~in ~~under~~order ~~this~~to ~~Prospectus.~~permit ~~The~~ the Selling ~~Stockholders~~Stockholder ~~may~~to ~~sell~~offer ~~some,~~the ~~all~~shares orfor ~~none~~resale ~~of its~~from ~~shares~~time into ~~this offering~~time. WeExcept dofor ~~not~~the ~~know~~transactions ~~how~~contemplated ~~long~~by the ~~Selling~~Purchase ~~Stockholders~~Agreement and ~~will hold~~ the ~~shares~~Registration ~~before~~Rights ~~selling~~Agreement ~~them,~~ and weas ~~currently have~~set noforth ~~agreements,~~below ~~arrangements~~under or“Material ~~understandings~~Relationships with the Selling ~~Stockholders~~Stockholder”, the ~~regarding~~Selling ~~the~~Stockholder ~~sale~~has ofnot had any ofmaterial relationship with us within the ~~shares~~past three years.

~~Beneficial~~The ~~ownership~~table isbelow ~~determined~~presents ininformation ~~accordance~~regarding ~~with~~the ~~Rule~~Selling ~~13d-3(d)~~Stockholder ~~promulgated~~and by the ~~SEC under the Exchange Act, and includes~~ shares of Common Stock ~~with~~that ~~respect~~it tomay ~~which~~offer ~~the~~from ~~Selling~~time ~~Stockholders have~~to ~~voting~~time ~~and~~under ~~investment~~this ~~power~~Prospectus. ~~The~~This ~~percentage~~table ofis ~~Common~~prepared ~~Stock~~based on ~~beneficially~~information ~~owned~~supplied to us by the Selling ~~Stockholders~~Stockholder, ~~prior~~and toreflects ~~the~~holdings ~~offering shown~~as inof ~~the~~June ~~table~~10, ~~below~~2026. isThe ~~based~~number onof anshares ~~aggregate~~in ofthe ~~2,550,694~~column “Maximum ~~shares~~Number of ~~our~~Shares of Common Stock ~~outstanding~~to onbe ~~November~~Offered ~~19,~~Pursuant ~~2025.~~to ~~Because~~this ~~the conversion~~Prospectus” ~~and~~represents ~~exercise~~all ~~prices~~ of the ~~Convertible~~shares ~~Securities~~of ~~are~~Common Stock ~~subject~~that ~~to certain adjustments,~~ the ~~number~~Selling ofStockholder ~~shares that~~ may ~~actually be~~offer ~~issued~~under tothis ~~and~~Prospectus. ~~sold~~The ~~by the~~ Selling ~~Stockholders~~Stockholder may besell ~~fewer~~some, ~~than~~all ~~the~~or ~~number~~none of its shares ~~being~~in this ~~offered~~offering. byWe ~~this~~do ~~Prospectus.~~not ~~The~~know ~~fourth column~~how ~~assumes~~long the ~~sale~~Selling ofStockholder ~~all~~will ofhold the shares ~~offered~~before byselling them, and we currently have no agreements, arrangements or understandings with the Selling Stockholder ~~pursuant~~regarding tothe ~~this~~sale ~~Prospectus~~of any of the shares.

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of Common Stock with respect to which the Selling Stockholder has voting and investment power. The percentage of Common Stock beneficially owned by the Selling Stockholder prior to the offering shown in the table below is based on an aggregate of 15,389,840 shares of our Common Stock outstanding on June 10, 2026. Because the purchase price of the Common Stock issuable under the Purchase Agreement is determined on each Fixed Purchase Date, with respect to a Fixed Purchase, and on the applicable VWAP Purchase Date, with respect to a VWAP Purchase, the number of shares that may actually be sold by us to the Selling Stockholder under the Purchase Agreement may be fewer than the number of shares being offered by this Prospectus. The fourth column assumes the sale of all of the shares offered by the Selling Stockholder pursuant to this Prospectus.

We may amend or supplement this Prospectus from time to time in the future to update or change the Selling Stockholder list and the securities that may be resold.

Please see the section titled “Plan of Distribution” for further information regarding the Selling Stockholder’s method of distributing these securities.

Name of Selling Stockholder	Number of Shares of Common Stock Owned Prior to Offering					Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus		Number of Shares of Common Stock Owned After Offering
	Number (1)		Percent (2)					Number (3)		Percent (4)
C/M Capital Master Fund, LP (5)		808,286		4.99	%		10,000,000		1,333,494		4.99	%

Name of Selling Stockholder	Number of Shares of Common Stock Owned Prior to Offering					Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus		Number of Shares of Common Stock Owned After Offering
	Number (1)		Percent (2)					Number (3)		Percent (4)
C/M Capital Master Fund, LP (5)		145,646		4.99	%		3,514,499		—		—
WVP Emerging Manager Onshore Fund LLC – Structured Small Cap Lending Series (5) (6)		145,646		4.99	%		2,364,499		26,809		*
Cavalry Fund I LP (5) (7)		145,646		4.99	%		1,130,160		104,569		*
A.W. Jones Company (5) (8)		145,646		4.99	%		756,080		55,000		*

* Less than 1%.

(1)	In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that the Selling Stockholder may be entitled to receive under the Convertible Securities to the extent such shares, when aggregated with all other Common Stock then beneficially owned by the Selling Stockholder, would cause the Selling Stockholder beneficial ownership of our Common Stock to exceed a beneficial ownership limitation equal to 4.99% of the outstanding Common Stock.
(2)	Applicable percentage ownership is based on 2,773,106 shares of our Common Stock outstanding as of December 18, 2025.
(3)	Assumes the sale of all shares being offered pursuant to this Prospectus. The shares owned after the Offering are reflected in the chart below. All of the notes and preferred stock contain 4.99% beneficial ownership limitations. The amounts reflected herein do not include shares of Common Stock which we may issue and sell to C/M pursuant to the ELOC Agreement at our discretion subject to certain conditions set forth therein, as sales thereunder are outside of C/M/s control.
(4)	The number of shares outstanding after the Offering assumes the sale of all shares being registered hereby.

(5)	Represents shares of Common Stock issuable pursuant to the Convertible Securities, as applicable held by the following entities: (i) C/M, (ii) Cavalry Fund I LP, (iii) WVP Emerging Manager Onshore Fund, LLC – C/M Capital Series (“WVP”), and (iv) A.W. Jones Company, which are subject in each case to a 4.99% beneficial ownership limitation. Does not include shares of Common Stock which may be issued pursuant to the ELOC Agreement. Thomas Walsh, a control person of C/M, has the power to acquire and dispose of the securities held by each of the entities referred to above. Thomas Walsh and Jonathan Juchno are the Managing Partners of C/M, and therefore may be deemed to have shared voting and investment power over securities owned directly and indirectly by C/M. Each of Messrs. Walsh and Juchno disclaim any beneficial ownership of these shares. The business address of C/M is 1111 Brickell Avenue, Suite 2920, Miami, Florida 33131.
(6)	Thomas Walsh and Jonathan Juchno are the Managing Partners of WVP, and therefore may be deemed to have shared voting and investment power over securities owned directly and indirectly by WVP. Each of Messrs. Walsh and Juchno disclaim any beneficial ownership of these shares. The business address of WVP is 1111 Brickell Avenue, Suite 2920, Miami, Florida 33131.
(7)	Thomas Walsh and Jonathan Juchno are the Managing Partners of Cavalry Fund I, LP, and therefore may be deemed to have shared voting and investment power over securities owned directly and indirectly by Cavalry Fund I, LP. Each of Messrs. Walsh and Juchno disclaim any beneficial ownership of these shares. The business address of Cavalry Fund I, LP is 1111 Brickell Avenue, Suite 2920, Miami, Florida 33131.
(8)	Robert Burch and Thomas Walsh are control persons of A.W. Jones Company, and therefore may be deemed to have shared voting and investment power over securities owned directly and indirectly by A.W. Jones Company. Each of Messrs. Burch and Walsh disclaim any beneficial ownership of these shares. The business address of A.W. Jones Company is 126 East 56th Street, 18th Floor, New York, NY 10022.

(1)	In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that the Selling Stockholder may be required to purchase under the Purchase Agreement, because the issuance of such shares is solely at our discretion and is subject to conditions contained in the Purchase Agreement, the satisfaction of which are entirely outside of the Selling Stockholder’s control, including the registration statement that includes this Prospectus becoming and remaining effective. Furthermore, the Fixed Purchases or VWAP Purchases, as applicable, of Common Stock are subject to certain agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing and selling any of our Common Stock to the Selling Stockholder to the extent such shares, when aggregated with all other Common Stock then beneficially owned by the Selling Stockholder, would cause the Selling Stockholder beneficial ownership of our Common Stock to exceed the Beneficial Ownership Limitation (as defined in the Purchase Agreement).

(2)	Applicable percentage ownership is based on 15,389,840 shares of our Common Stock outstanding as of June 10, 2026.

(3)	Assumes the sale of all shares being offered pursuant to this Prospectus. The shares owned after the Offering are reflected in the chart below. All of the notes and preferred stock contain 4.99% beneficial ownership limitations.

(4)	The number of shares outstanding after the Offering assumes the sale of all 10,000,000 shares.

(5)

Represents shares of Common Stock issuable upon conversion and exercise of convertible notes, convertible preferred stock and warrants, as applicable held by the following entities: (i) C/M, (ii) Cavalry Fund I LP, (iii) WVP Emerging Manager Onshore Fund, LLC – C/M Capital Series, and (iv) AW Jones Company, subject in each case to a 4.99% beneficial ownership limitation. Thomas Walsh, a control person of C/M, has the power to acquire and dispose of the securities held by each of the entities referred to above. Thomas Walsh and Jonathan Juchno are the Managing Partners of C/M, and therefore may be deemed to have shared voting and investment power over securities owned directly and indirectly by C/M. Each of Messrs. Walsh and Juchno disclaim any beneficial ownership of these shares. The business address of C/M is 1111 Brickell Avenue, Suite 2920, Miami, Florida 33131.

Material Relationships with the Selling Stockholder

In addition to the transactions described elsewhere in this Prospectus including under “The Purchase Agreement” which description is incorporated herein by reference, C/M and its affiliates have entered into a number of investments in the Company’s securities over the past three years, ~~which~~as ~~are~~reflected ~~summarized~~in the chart below.

9/29/2023 Issuance	Cavalry Fund I LP(1)		Number of Shares		WVP Emerging Manager Onshore Fund LLC – Structured Small Cap Lending Series (“WVP”) (1)		Number of Shares		A.W. Jones Company (1)		Number of Shares
Senior Convertible Note	$	800,000		—	$	250,000		—	$	200,000		—
Common Stock		400,000		10,000		125,000		3,125		100,000		2,500
Warrant		400,000		10,000		125,000		3,125		100,000		2,500

5/1/2024 Issuance		Cavalry Fund I LP				WVP				AW Jones Company
Senior Convertible Note	$	800,000		—	$	250,000		—	$	800,000		—
Common Stock		400,000		10,000		125,000		3,125		400,000		10,000
Warrant		2,000,000		50,000		625,000		15,625		2,000,000		50,000

8/22/2024 Issuance		Cavalry Fund I LP				WVP				AW Jones Company
Senior Convertible Note	$	525,000		—	$	75,000		—		—		—
Common Stock		262,500		—		37,500		—		—		—
÷40		6,562.50				937.50				—

6/10/2025 Issuance		C/M
Series A-1 Preferred Stock		75,000		—		—		—		—		—

6/25/2025 Exchange		Cavalry Fund I LP				WVP				AW Jones Company
Series B Preferred Stock		14,952		373.125		3,693		92.325		9,178		229.45

9/19/2025 Issuance		C/M				WVP
Issuance of Secured Original Issuance Discount Convertible Note	$	1,250,000		—	$	750,000		—		—		—

(1) Thomas Walsh, a control person of C/M, had and has the power to acquire and dispose of the securities held by each of the other entities referred to above.

On November 12, 2025, the Company borrowed a total of $500,000 from C/M and WVP 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. These 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.

~~See “The Private Placements” at page 23 for a description of transactions pursuant to which the Selling Stockholders obtained the Convertible Securities.~~52

~~C/M~~DISCLOSURE ~~entered~~OF ~~into as the purchaser under the ELOC Agreement,~~COMMISSION ~~pursuant~~POSITION toON which the Company may sell to C/M, subject to the terms and conditions set forth therein, up to $35 million of shares of its Common Stock and agreed to issue to C/M up to 347,566 shares of Common Stock as commitment shares thereunder.

~~DISCLOSURE OF COMMISSION POSITION ON~~ INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities under the Securities Act may be permitted to officers, directors or persons controlling the Company pursuant to the foregoing provisions, the Company has been informed that is it is the opinion of the SEC that such indemnification is against public policy as expressed in such Securities Act and is, therefore, unenforceable.

LEGAL PROCEEDINGS

From time to time, we may become involved in various claims, demands, lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent ~~uncertainties~~ uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. Except for the litigation ~~disclosed~~ disclosed below, we are not currently a party to any legal or arbitration proceeding the outcome of which, if ‘determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business, operating results, ~~cash~~ cash flows, or financial condition.

On August 14, 2024, TapouT, LLC, (“TapouT”), filed a Complaint ~~(the “Complaint”)~~ against the Company in the Supreme Count of New York for New York County (the “Court”). The Complaint pertains to breach of a certain Licensing Agreement dated December 8, 2011, under which the Company became a successor in interest on July 1, 2013, pursuant to an amendment to the Licensing Agreement.

TapouT alleges that as a result of an unpaid invoice they had exercised their right pursuant to section 22 of the Licensing Agreement to terminate the Licensing Agreement. TapouT alleges that as a result of the aforementioned termination, pursuant to the Licensing Agreement, they are owed all unpaid fees and other amounts payable become immediately due. As a result, TapouT have brought two causes of action, the first being breach of contract for the unpaid invoice and the second for accounts stated for all unpaid fees and other amounts payable. TapouT, LLC is seeking approximately $1,~~400~~700,000 for termination of the Licensing Agreement. The Company does not view this as a reasonable amount given that the Company believes TapOut LLC did not fulfill their obligations pursuant the Licensing Agreement. The Company believes the case will be settled for a lower amount and has booked a legal reserve of $330,000 as the estimate for the potential liability. The parties have reached agreed upon settlement terms for an amount less than the booked legal reserve and are working towards finalizing the settlement agreement.

OnThe ~~November~~Company ~~12,~~is ~~2024,~~in the ~~Company~~process ~~filed~~of aresolving ~~motion to~~alleged ~~compel~~and ~~mediation~~potential claims from investors that are referred to as the “Uptime Investor Claims.” There is ~~pending~~a ~~before~~chance that the ~~Court~~subsequent revised agreements are not finalized and litigation could ensue, however the Company will exhaust all efforts to finalize the revised agreements as quickly as possible.

~~The~~On ~~Company~~April ~~intends~~14, to2026, ~~take~~the ~~all~~Company ~~necessary~~was ~~steps~~served towith a Notice ~~continue~~of toClaim ~~vigorously~~for ~~defend~~Wages ~~against~~made by Miguel Ramirez, a former employee of the ~~action~~Company, demanding back wages in the amount of $32,154.70 ~~The~~and ~~parties~~asserting that ~~meet~~additional ~~regularly~~penalties onof ~~this~~$12,480 ~~matter~~and inother anremedies ~~attempt~~of to$5,000 ~~settle~~are payable in connection with the ~~matter~~claim. ~~prior~~The to claim was filed with the State ~~court~~of ~~date~~Nevada’s Department of Business and Industry, ~~but~~Office toof ~~date~~the noLabor ~~settlement~~Commissioner. ~~offer~~The Company has ~~been~~reached ~~agreed~~a ~~upon~~settlement with Mr. Ramirez.

On April 20, 2026, the Company received a demand for payment from and on behalf of Decathlon Alpha IV, L.P., seeking $2,833,395.98 in connection with a Revenue and Loan Security Agreement dated December 24, 2020, as amended. The Company intends to take all necessary steps to vigorously defend the allegations, claims, and demands. The parties have met on this matter in an attempt to discuss a possible amicable resolution, but to date no agreement has been reached.

On April 20, 2026, a complaint was filed against the Company by Premium Merchant Funding 26, LLC alleging breach of contract and seeking damages of approximately $166,516.35. The Company understands that a default judgment may have been entered. The Company intends to take all necessary steps to defend and contest any judgment. The parties have also met on this matter in an attempt to discuss a possible amicable resolution, but to date no agreement has been reached.

On April 23, 2026, the Company was served with a Demand for Payment on behalf of Jeremy Reichman, Albert Reichman, Seth Yanofsky, and Daniel Braun for alleged failure to pay compensation owed under Consulting Agreements, along with other allegations of wrongdoing, seeking $2,000,000. The Company intends to take all necessary steps to vigorously defend the allegations, claims, and demands. The parties have met on this matter in an attempt to discuss a possible amicable resolution, but to date no agreement has been reached.

On April 29, 2026, the Company was contacted by representatives for Learfield Communications, LLC and Mainfreight, Inc., seeking payment of obligations in the amounts of $56,677.00 and $15,401.14. The parties met and conferred on these disputed matters and amounts and settlement agreements were negotiated, drafted, and executed.

On or about April 29, 2026, the Company received a demand for payment from representatives of Cobalt Funding Solutions (“Cobalt”), seeking payment in the approximate amount of $170,815.79. The Company intends to meet and confer with Cobalt regarding this contested amount.

On June 1, 2026, the Company began settlement discussions and negotiations with Euler Hermes North American Insurance Company, assignee of Wild Leaf Holdings US LLC regarding a contested claim and disputed amount of $53,569.49 plus interest and costs. The Company intends to continue to meet and confer regarding this contested amount.

On June 1, 2026, the Company received a notice of default from Copa Di Vino Corporation (“CDVC”) in regards to a Settlement Agreement dated April 4, 2025, which memorialized a Settlement Amount of $673,007.13 required the Company to tender monthly payments commencing on November 4, 2025, in the amount of $62,726.25. The Settlement Agreement provides the Company with an opportunity to cure, and the Company intends to meet and confer with CDVC regarding this contested amount.

On June 9, 2026, the Company received a demand for payment from counsel for Thrive Ideas, Inc.in the amount of $6,688.00.

The Company is party to various other agreements, credit facilities, loan agreements, notes, leases, guarantees, settlement arrangements and other financing and contractual obligations (collectively, the “Obligations”), certain of which contain affirmative and negative covenants, financial maintenance requirements, performance obligations, cross-default provisions and other restrictions customary for obligations of this type. From time to time, the Company may be in default, or may be deemed to be in default, under one or more of its Obligations, including as a result of covenant breaches, payment defaults, failures to satisfy performance or reporting requirements, breaches of contractual terms, non-compliance with settlement obligations, cross-default triggers, or other events of default. There can be no assurance that the Company will be able to comply with all such covenants and obligations in the future or that any such defaults will not occur.

While any such defaults or breaches may arise under individual Obligations, the aggregate principal amount and associated liabilities of such Obligations, taken together, may be material to the Company. The existence of any actual or alleged default or breach could permit lenders, counterparties or other stakeholders to accelerate repayment, terminate commitments, enforce settlement terms, exercise remedies against collateral, pursue damages or other contractual remedies, or otherwise initiate enforcement or legal proceedings, including pursuant to cross-default or cross-acceleration provisions in other agreements. There can be no assurance that any such counterparties would not exercise such rights or that the Company would be able to cure any such defaults, obtain waivers, or otherwise avoid the exercise of remedies.

Any such events, whether individually or in the aggregate, could have a material adverse effect on the Company’s business, financial condition, liquidity, results of operations and ability to continue as a going concern. In addition, the Company may be required to seek waivers, amendments, forbearance arrangements, refinancings or other accommodations from its creditors or counterparties, which may not be available on favorable terms, or at all, and there can be no assurance that the Company will be able to obtain any such relief on acceptable terms or within required timeframes.

The Company owes an estimated $4.7 million to certain creditors for past due amounts. The Company is in discussions with these creditors and is seeking to negotiate an acceptable resolution and settlement of these balances. However, no assurances can be made that a resolution will be met, in which case we may face litigation from these creditors.

LEGAL MATTERS

The validity of the issuance of the securities offered by this Prospectus will be passed upon for us by Nason, Yeager, Gerson, Harris, & Fumero, P.A., Palm Beach Gardens, Florida.

EXPERTS

Rose, Snyder & Jacobs LLP, independent registered public accounting firm, has audited the consolidated financial statements of Splash Beverage Group, Inc. (the “Company”) as of December 31, ~~2024~~2025 and ~~2023~~2024 and for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, as set forth in their report included herein. The report of Rose, Snyder & Jacobs LLP contains an explanatory paragraph about the ability of the Company to continue as a going concern. The consolidated financial statements of the Company are included in this Prospectus and elsewhere in this registration statement in reliance of Rose, Snyder & Jacobs LLP’s report, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, along with other information, with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov.

Statements contained in or incorporated by reference into this Prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement or one of our filings with the SEC that is incorporated by reference into the registration statement, we refer you to the copy of the contract or document that has been filed. Each statement contained in or incorporated by reference into this Prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit.

You may obtain the registration statement and exhibits to the registration statement from the SEC at the address listed above or from the SEC’s Internet site. We make available, free of charge, on our website at www.splashbeveragegroup.com, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports and statements as soon as reasonably practicable after they are filed with the SEC. The contents of our website are not part of this Prospectus, and the reference to our website does not constitute incorporation by reference into this Prospectus of the information contained on or through that site, other than documents we file with the SEC that are specifically incorporated by reference into this Prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. The SEC’s rules allow us to “incorporate by reference” information into this Prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this Prospectus, and subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in this Prospectus or previously incorporated by reference will be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained in this Prospectus or a subsequently filed document incorporated by reference modifies or replaces that statement.

All reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of Exchange Act prior to the termination of this offering, including all such documents we may file with the SEC after the date of the ~~Registration~~registration ~~Statement~~statement of which this Prospectus forms a part and prior to effectiveness of such ~~Registration~~registration ~~Statement~~statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference into this Prospectus and deemed to be part of this Prospectus from the date of the filing of such reports and documents.

We will provide to each person, including any beneficial owner, to whom a Prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in this Prospectus but not delivered with the ~~prospectus~~Prospectus.

We are an Exchange Act reporting company and are required to file periodic reports on Form 10-K and 10-Q and current reports on Form 8-K. The SEC maintains an internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including Splash at www.sec.gov/EDGAR. You may also access our reports and proxy statements free of charge at our website, www.splashbeveragegroup.com, which website is not incorporated into this Prospectus.

You may obtain a copy of any of our filings, at no cost, by contacting us at:

~~William~~Brady ~~Meissner~~Cobb, Splash Beverage Group, Inc., ~~1314 E~~1112 ~~Las Olas Blvd~~N., ~~Suite 221~~Flagler Drive, Fort Lauderdale, Florida ~~33301~~33304; Telephone number (954) ~~745~~648-~~5815~~7238.

5355

Financial Statements		~~Page~~	Page
	Report of Independent Registered Public Accounting Firm (PCAOB ID: 468)	~~F-2~~	F-2
	Consolidated Balance Sheets December 31, 2024 and December 31, 2023	F-4
	Consolidated Balance Sheets December 31, 2025 and December 31, 2024		F-3
	Consolidated Statements of Operations For the Years Ended December 31, 2024 and December 31 2023	F-5
	Consolidated Statements of Operations For the Years Ended December 31, 2025 and December 31 2024		F-4
	Consolidated Statements of Changes in Stockholders’ Equity For the years ended December 31, 2024 and 2023	F-6
	Consolidated Statements of Changes in Stockholders’ Equity For the years ended December 31, 2025 and 2024		F-5
	Consolidated Statements of Cash Flows For the Year Ended December 30, 2024 and 2023	F-7
	Consolidated Statements of Cash Flows For the Year Ended December 30, 2025 and 2024		F-6
	Notes to the Consolidated Financial Statements	~~F-8~~	F-7
	Condensed Consolidated Balance Sheets	F-29
	Condensed Consolidated Statements of Operations and Comprehensive Loss	F-30
	Condensed Consolidated Statement of Changes in Shareholders’ Equity	F-31
	Condensed Consolidated Statements of Cash Flows	F-32
	Notes to the Condensed Consolidated Financial Statements	F-33

F-1

Report of Independent Registered Public Accounting Firm (PCAOB ID: 468)

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Splash Beverage Group, Inc.

Fort Lauderdale, Florida

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Splash Beverage Group, Inc. at December 31, ~~2024~~2025 and ~~2023~~2024, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated ~~financial~~ financial position of the Company at December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for the years ended ~~December~~ December 31, ~~2024~~2025 and ~~2023~~2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations and has an accumulated deficit and a working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

F-2

Evaluation of Intangible Assets for Impairment

Description of the Matter

As discussed in Note 2 to the consolidated financial statements, intangible assets are tested for impairment at least annually or when events or circumstances indicate the fair value of the asset may be below its carrying value. This analysis involves comparing events and circumstances such as general macroeconomic conditions, conditions specific to the industry and company specific factors. These fair value estimates are sensitive to significant assumptions and judgments, such as projections of operating expenditures, discount rates, and future levels of revenue.

The Company has experienced a decline in its reported amounts of Beverage revenue and the Beverage operating segment has experienced losses from operations for the past several years. These factors were considered a triggering event indicative of impairment, which resulted in an impairment assessment by management. Pursuant to current accounting guidance, management performed a quantitative analysis and concluded that its intangible assets were impaired and the Company recorded impairment charges of approximately $4.3 million during the year ended December 31, 2024. At December 31, 2024, the Company’s intangible asset balance was $0.

Auditing management’s annual impairment tests was complex because of the significant judgment required to evaluate management’s assumptions used to determine the fair value of the intangible assets.

How We Addressed the Matter in our Audit

Our audit procedures related to the evaluation of intangible assets for impairment included the following, among others:

1. We evaluated managements significant accounting policies related to the impairment of intangible assets for reasonableness.

2. We evaluated management’s assessment of the grouping of long-lived assets for which separately identifiable cash flows can be determined.

3. With respect to the Company’s valuation of its intangible assets:

a. We assessed the qualifications and competence of management

b. We evaluated the methodologies used to determine the fair value of the Company’s intangible assets

c. We reperformed management’s quantitative analysis to assess the impact of intangible asset impairment

4. We assessed the adequacy of the Company’s disclosures regarding impairment assessments included in Note 2.

Rose, Snyder & Jacobs LLP

We have served as the Company’s auditor since ~~2023~~2024

Encino, CA

~~July~~April 1115, ~~2025~~2026

468

F-2

Splash Beverage Group, Inc.

Consolidated Balance Sheets

December 31, 2025 and December 31, 2024


	December 31, 2025			December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	281,435		$	13,789
Accounts receivable, net		15,748			191,991
Prepaid expenses		208,051			271,791
Inventory		33,538			319,104
Other receivables		93,221			234,770
Assets of discontinued operations		—			872,674
Total current assets		631,993			1,904,119

Non-current assets:
Deposit		22,734			48,922
Investment in Salt Tequila USA, LLC		250,000			250,000
Right of use assets		48,041			351,336
Property and equipment, net		12,926			22,210
Assets of discounted operations		—			182,598
Total non-current assets		333,701			855,066

Total assets	$	965,694		$	2,759,185

Liabilities and Stockholders’ Deficit

Liabilities:
Current liabilities
Accounts payable and accrued expenses	$	4,810,061		$	3,592,037
Derivative liability		189,582			—
Dividends payable		831,944			—
Right of use liability, current portion		50,720			58,840
Related party notes payable		389,000			389,000
Notes payable, net of discounts		6,225,581			9,632,505
Stockholder advances		—			200,000
Accrued interest payable		2,282,528			3,610,329
Liabilities of discontinued operations		1,480,712			1,886,531
Total current liabilities		16,260,128			19,369,242

Long-term liabilities:
Notes payable, net of discounts		3,418			1,971,095
Right of use liability, net of current portion		2,976			53,697
Total long-term liabilities		6,394			2,024,792

Total liabilities	$	16,266,522		$	21,394,034

Stockholders’ deficit:
Preferred stock, Series A $0.001 par value, 1,000 shares authorized, 0 shares issued and outstanding		—			—
Preferred stock, Series A-1 $0.001 par value, 1,500 shares authorized, 1,300 shares issued and outstanding		1			—
Preferred stock Series B, $0.001 par value, 12% cumulative, 150,000 shares authorized, 123,731 shares issued and outstanding		122			—
Preferred stock Series C, $0.001 par value, 500,000 shares authorized, 0 shares issued and outstanding		—			—
Common Stock, $0.001 par, 400,000,000 shares authorized, 2,998,799 and 1,669,835 shares issued and outstanding, at December 31, 2025 and December 31, 2024, respectively		2,998			1,670
Additional paid in capital		166,561,278			137,114,578
Accumulated other comprehensive income		33,828			81,180
Accumulated deficit		(181,899,055	)		(155,832,277	)
Total stockholders’ deficit		(15,300,828	)		(18,634,849	)

Total liabilities and stockholders’ deficit	$	965,694		$	2,759,185

Shares and per share amounts are reflective of the 1 for 40 reverse split that occurred on March 27, 2025.

The accompanying notes are an integral part of these consolidated financial statements.

F-3

Splash Beverage Group, Inc. Consolidated ~~Balance~~Statements ~~Sheets~~of Operations For the Years Ended December 31, ~~2024~~2025 and December 31, ~~2023~~2024

	December 31, 2024			December 31, 2023
	2025			2024
Assets
Net revenues	$	73,066		$	801,273
Current assets:
Cost of goods sold		(56,168	)		921,070
Cash and cash equivalents	$	15,346		$	379,978
Gross margin		16,898			(119,797	)
Accounts Receivable, net		396,855			890,631
Operating expenses:
Prepaid Expenses		364,087			220,320
Contracted services		760,446			928,377
Inventory		893,061			2,252,469
Salary and wages		2,593,355			2,912,594
Other receivables		234,770			233,850
Non-cash share-based compensation		8,623,545			2,356,684
Total current assets		1,904,119			3,977,248
Other general and administrative		2,146,758			3,099,473
Non-current assets:
Sales and marketing		79,014			483,515
Deposit		48,922			49,446
Total operating expenses		14,203,118			9,780,643
Goodwill		—			256,823
Loss from continuing operations		(14,186,220	)		(9,900,440	)
Intangibles assets, net		—			4,459,309
Other income/(expense):
Investment in Salt Tequila USA, LLC		250,000			250,000
Other Income/expense		234,996			(871	)
Right of use assets		351,336			556,140
Interest income		—			1,991
Property and equipment, net		204,808			349,802
Interest expense		(2,523,260	)		(3,702,611	)
Total non-current assets		855,066			5,921,520
Legal reserve		—			(330,000	)
Total assets	$	2,759,185		$	9,898,768
Amortization of debt discount		(1,844,694	)		(3,677,143	)
Liabilities and Stockholders’ Equity
Loss on inventory write off		(449,205	)		—
Liabilities:
Loss on Extinguishment of debt		(5,560,482	)		—
Current liabilities
Change in FV derivative		(20,406	)		—
Accounts payable and accrued expenses	$	5,232,241		$	4,444,286
Total other expense		(10,163,051	)		(7,708,634	)
Right of use liability, current portion		305,167			262,860
Provision for income taxes		—			—
Related party notes payable		389,000			380,000
Net (loss) from continuing operations, net of tax		(24,349,271	)		(17,609,074	)
Notes payable, net of discounts		9,632,505			7,748,518
Discontinued operations:
Shareholder advances		200,000			200,000
Loss from discontinued operations, net of tax		(885,563	)		(6,147,477	)
Accrued interest payable		3,610,329			1,714,646
Net (loss) from discontinued operations		(885,563	)		(6,147,477	)
Total current liabilities		19,369,242			14,750,310
Net loss	$	(25,234,834	)	$	(23,756,551	)
Long-term liabilities :
Preferred Stock Dividends		(831,944	)		—
Notes payable, net of discounts		1,971,095			457,656
Net loss available to common stockholders	$	(26,066,778	)	$	(23,756,551	)
Right of use liability, net of current portion		53,697			296,128
Other comprehensive loss
Total long-term liabilities		2,024,792			753,784
Foreign currency translation gain (loss)	$	(47,352	)	$	97,763
Total liabilities	$	21,394,034		$	15,504,094
Total comprehensive loss	$	(25,282,186	)	$	(23,658,788	)
Stockholders’ equity:
Loss per share - continuing operations – Basic and Diluted		(11.56	)		(13.09	)
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued		—			—
Loss per share - discontinued operations Basic and Diluted		(0.41	)		(4.59	)
Common Stock, $0.001 par, 7,500,000 shares authorized, 1,669,835 and 1,108,253 shares issued and outstanding, at December 31, 2024 and December 31, 2023, respectively		1,670			1,108
Net income (loss) per share - Basic and Diluted		(11.97	)		(17.68	)
Additional paid in capital		137,114,578			127,744,932
Weighted average number of common shares outstanding - continuing operations
Accumulated other comprehensive income		81,180			(16,583	)
Basic and Diluted		2,178,397			1,338,428
Accumulated deficit		(155,832,277	)		(133,334,783	)
Total stockholders’ equity		(18,634,849	)		(5,605,326	)
Total liabilities and stockholders’ equity	$	2,759,185		$	9,898,768

~~The~~Shares and per share amounts ~~above~~are ~~have~~reflective ~~been~~of ~~retroactively adjusted to reflect~~ the 1 for 40 reverse ~~stock~~ split that ~~took~~occurred ~~effect~~ on March 27, 2025.

The accompanying notes are an integral part of these consolidated financial statements.

F-4

Splash Beverage Group, Inc. Consolidated Statements of ~~Operations~~Changes in Stockholders’ Equity For the Years ~~Ended~~ended December 31, ~~2024~~2025 and ~~December 31, 2023~~2024

	2024			2023
	Common Stock						Series A Preferred Stock						Series A-1 Preferred Stock				Series B Preferred Stock						Series C Preferred Stock						Additional			Subscription			Accumulated Other						Total Stockholders'
Net revenues	$	4,155,208		$	18,850,152
	Shares			Amount			Shares			Amount			Shares		Amount		Shares			Amount			Shares			Amount			Paid-In Capital			Receivable			Comprehensive			Accumulated			Equity
Cost of goods sold		(3,799,758	)		(13,281,457	)
Balances at December 31, 2023		1,108,252		$	1,108			—		$	—			—	$	—		—		$	—			—		$	—		$	127,744,932		$	—		$	(16,583	)	$	(133,334,783	)	$	(5,605,326	)
Gross margin		355,450			5,568,695
Adoption of ASU 2020-06		—			—			—			—			—		—		—			—			—			—			(2,191,103	)		—			—			1,259,057			(932,046	)
Operating expenses:
Stock based compensation		—			—			—			—			—		—		—			—			—			—			1,424,745			—			—			—			1,424,745
Contracted services		928,377			1,402,572
Issuance of common stock for convertible note		47,625			48			—			—			—		—		—			—			—			—			641,202			—			—			—			641,250
Salary and wages		3,672,759			5,003,392
Issuance of warrants on convertible instruments		—			—			—			—			—		—		—			—			—			—			4,327,247			—			—			—			4,327,247
Non-cash share-based compensation		2,356,684			1,169,858
Issuance of common stock for services		55,458			55			—			—			—		—		—			—			—			—			721,634			—			—			—			721,689
Other general and administrative		8,693,459			10,786,011
Conversion of notes payable to common stock		458,500			459			—			—			—		—		—			—			—			—			4,445,921			—			—			—			4,446,380
Sales and marketing		750,407			2,493,520
Accumulated Comprehensive Income - Translation		—			—			—			—			—		—		—			—			—			—			—			—			97,763			—			97,763
Total operating expenses		16,401,686			20,855,353
Net loss		—			—			—			—			—		—		—			—			—			—			—			—			—			(23,756,551	)		(23,756,551	)
Loss from continuing operations		(16,046,236	)		(15,286,658	)
Balances at December 31, 2024		1,669,835		$	1,670			—		$	—			—	$	—		—		$	—			—		$	—		$	137,114,578		$	—		$	81,180		$	(155,832,277	)	$	(18,634,849	)
Other income/(expense):
Share based compensation		—			—			—			—			—		—		—			—			—			—			8,456,951			—			—			—			8,456,951
Other Income/expense		(2,552	)		(30,328	)
Issuance of Preferred stock A		—			—			1,000			1			—		—		—			—			—			—			999			—			—			—			1,000
Interest income		1,991			2,634
Redemption of Preferred stock A		—			—			(1,000	)		(1	)		—		—		—			—			—			—			(999	)		—			—			—			(1,000	)
Interest expense		(3,702,611	)		(1,856,777	)
Issuance of Preferred stock A-1 for cash		—			—			—			—			1,300		1		—			—			—			—			1,299,999			—			—			—			1,300,000
Legal reserve		(330,000	)		—
Exchange of Notes Payable to Preferred Stock B		—			—			—			—			—		—		126,710			126			—			—			16,387,277			—			—			—			16,387,403
Amortization of debt discount		(3,677,143	)		(3,832,628	)
Issuance of Preferred stock C for acquisition of Water Rights		—			—			—			—			—		—		—			—			20,000			20			19,999,980			(20,000,000	)		—			—			—
Total other expense		(7,710,315	)		(5,717,099	)
Cancellation of Preferred stock C																								(20,000	)		(20	)		(19,999,980	)		20,000,000									—
Provision for income taxes		—			—
Issuance of warrants on convertible instruments		—			—			—			—			—		—		—			—			—			—			659,958			—			—			—			659,958
Net (loss) from continuing operations, net of tax		(23,756,551	)		(21,003,757	)
Conversion of Preferred stock B to common stock		328,779			329			—			—			—		—		(3,979	)		(4	)		—			—			(324	)		—			—			—			0
Net loss	$	(23,756,551	)	$	(21,003,757	)
Conversion of notes payable to common stock		944,685			944			—			—			—		—		—			—			—			—			2,501,302			—			—			—			2,502,246
Other comprehensive loss
Issuance of common stocks on convertible instruments		40,000			40			—			—			—		—		—			—			—			—			87,560			—			—			—			87,600
Foreign currency translation gain (loss)	$	97,763		$	3,889
Issuance of common stock for services		15,500			16			—			—			—		—		—			—			—			—			53,978			—			—			—			53,994
Total comprehensive loss	$	(23,658,788	)	$	(20,999,868	)
Accumulated Comprehensive loss - Translation, net		—			—			—			—			—		—		—			—			—			—			—			—			(47,352	)		—			(47,352	)
Loss per share - continuing operations
Dividends payable		—			—			—			—			—		—		—			—			—			—			—			—			—			(831,944	)		(831,944	)
Basic and Diluted		(17.68	)		(19.79	)
Net loss		—			—			—			—			—		—		—			—			—			—			—			—			—			(25,234,834	)		(25,234,834	)
Weighted average number of common shares outstanding - continuing operations
Balances at December 31, 2025		2,998,799		$	2,998			—			—			1,300	$	1		122,731		$	122			—		$	—		$	166,561,279		$	—		$	33,828		$	(181,899,055	)	$	(15,300,828	)
Basic and Diluted		1,338,428			1,061,241

The accompanying notes are an integral part of these consolidated financial statements.

F-5

Splash Beverage Group, Inc. Consolidated Statements of Changes in Stockholders’ Equity For the Years ended December 31, 2024 and 2023

	Common Stock				Additional Paid-in			Accumulated Other Comprehensive			Accumulated			Total Stockholders’ Equity
	Shares		Amount		Capital			Income			Deficit			(Deficit)
Balances at December 31, 2022		1,027,138		1,027		121,672,606			(20,472	)		(112,331,026	)		9,322,135
Note discount created from issuance of Common Stock and warrants on convertible instruments		56,875		57		4,588,193			—			—			4,588,250
Share based compensation		—		—		840,817			—			—			840,817
Conversion of notes payable to Common Stock		11,323		11		230,332			—			—			230,343
Issuance of Common Stock for services		12,917		13		412,984			—			—			412,997
Accumulated Comprehensive Income - Translation		—		—		—			3,889			—			3,889
Net loss		—		—		—			—			(21,003,757	)		(21,003,757	)
Balances at December 31, 2023		1,108,252		1,108		127,744,932			(16,583	)		(133,334,783	)		(5,605,326	)
Balances at December 31, 2023		1,108,252		1,108		127,744,932			(16,583	)		(133,334,783	)		(5,605,326	)
Adoption of ASU 2020-06		—		—		(2,191,103	)		—			1,259,057			(932,046	)
Stock based compensation		—		—		1,424,745			—			—			1,424,745
Issuance of Common Stock for convertible note		47,625		48		641,202			—						641,250
Issuance of warrants on convertible instruments		—		—		4,327,247			—			—			4,327,247
Issuance of Common Stock for services		55,458		55		721,634			—			—			721,689
Conversion of notes payable to Common Stock		458,500		459		4,445,921			—						4,446,380
Accumulated Comprehensive Income - Translation		—		—		—			97,763			—			97,763
Net loss									—			(23,756,551	)		(23,756,551	)
Balances at December 31, 2024		1,669,835		1,670		137,114,578			81,180			(155,832,277	)		(18,634,849	)

The accompanying notes are an integral part of these consolidated financial statements

F-65

Splash Beverage Group, Inc. Consolidated Statements Cash Flows For the Year Ended December 3031, ~~2024~~2025 and ~~2023~~2024

	2024			2023
	2025			2024
Net loss	$	(2325,~~756~~234,~~551~~834	)	$	(2123,~~003~~756,~~757~~551	)
(Income) loss from discontinued operations		885,564			1,823,413
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		~~540~~9,~~297~~284			~~545~~401,~~977~~602
ROU assets, net		4,680			3,474
Amortization of debt discount		2,450,178			3,677,143
Amortization of debt discount		3,677,143			3,832,628
ROU assets, net		(24,093	)		5,900
Loss from intangible impairment		~~4,324,064~~—			—4,324,064
Non-cash share based compensation		2,356,684			1,169,858
Non-cash share-based compensation		8,510,946			2,350,482
Change in FV of derivative liability		20,406			—
Loss on extinguishment of debt		5,560,482			—
Changes in working capital items:
Accounts receivable, net		~~493~~176,~~777~~244			~~921~~334,~~479~~579
Inventory, net		1285,~~359,408~~566			1595,~~468,838~~649
Prepaid expenses and other current assets		~~(144~~205,~~686~~287	)		~~238~~(53,~~241~~542	)
Deposits		~~524~~26,188			~~(157~~524	)
Accounts payable and accrued expenses		1728,~~164,003~~690			1640,~~061,101~~806
Accrued Interest payable		1,976,738			1,573,055
Accrued interest payable		1,580,074			2,352,787
Net cash used in operating activities - continuing operations		(8,003,919	)		(10,189,263	)
Liability to issue shares		—			—
Cash Flows from Investing Activities:
Net cash used in operating activities - continuing operations		(4,820,018	)		(7,303,145	)
Capital Expenditures		(3,235	)		(14,113	)
Cash flows from investing activities - continuing operations
Net cash used in investing activities -– continuing operations		(3,235	)		(14,113	)
Capital expenditures		—			—
Cash Flows from Financing Activities:
Net cash used in investing activities - continuing operations		—			—
Cash advance (repayment) from shareholder		—			200,000
Cash flows from financing activities - continuing operations:
Related party cash advance		9,000			380,000
Cash advance (repayment) from related party		—			9,000
Proceeds from issuance of debt		94,~~545~~384,~~300~~445			69,~~610~~545,~~681~~300
Principal repayment of debt		(2,009,541	)		(1,042,961	)
Proceeds from sale of preferred stock		1,300,000			—
Net cash provided by financing activities - continuing operations		7,544,759			6,147,720
Principal repayment of debt		(580,308	)		(2,009,541	)
Net cash effect of exchange rate changes on cash		97,763			3,889
Net cash provided by financing activities - continuing operations		5,104,137			7,544,759
Net Change in Cash and Cash Equivalents		(364,632	)		(4,051,767	)
Cash flows from discontinued operations
Cash and Cash Equivalents, beginning of year		379,978			4,431,745
Operating cash flows		30,879			(492,756	)
Cash and Cash Equivalents, end of year	$	15,346		$	379,978
Investing cash flows		—			—
Financing cash flows		—			—
Net cash provided by (used in) discontinued operations		30,879			(492,756	)
Net cash effect of exchange rates on cash		(47,352	)		97,763
Net change in cash and cash equivalents		267,646			(153,379	)
Cash and cash equivalents, beginning of year		13,789			167,168
Cash and cash equivalents, end of period	$	281,435		$	13,789
Supplemental Disclosure of Cash Flow Information:
Cash paid for Interest	$	~~795~~132,~~022~~863		$	~~243~~795,~~087~~022
Supplemental Disclosure of Non-Cash Investing and Financing Activities
Convertible notes payable and accrued interest converted to Common Stock (452,914 shares)	$			$	230,000
Notes payable and accrued interest converted to Common Stock (944,685 shares in 2025 & 171,536 shares in 2024,)	$	2,502,246		$	1,769,656
Convertible notes payable and accrued interest converted to Common Stock (458,500 shares)	$	4,428,040		$	—
Non-cash debt discount in the form of issuance of equity instruments in conjunction with convertible notes	$	747,558		$	2,815,743
Series-B Convertible Preferred Stock Issued 126,710 shares exchanged for notes payable and accrued interest	$	12,670,435		$	—

Shares and per share amounts are reflective of the 1 for 40 reverse split that occurred on March 27, 2025.

The accompanying notes are an integral part of these consolidated financial statements.

F-76

Splash Beverage Group, Inc.

Notes to the Consolidated Financial Statements

Note 1 – Business Organization and Nature of Operations

Splash Beverage Group (“~~SBG~~the Company” or “Splash”), ~~formally~~is ~~Canfield~~a ~~Medical~~Nevada ~~Supply,~~corporation ~~Inc.~~originally ~~(“CMS”) was~~ incorporated in the State of Ohio ~~on September 3, 1992, and changed domicile to Colorado on April 18, 2012~~in1992. ~~CMS was in the business of home health services, primarily the selling of durable medical equipment and medical supplies to the public, nursing homes, hospitals and other end users.~~

OnSplash ~~December~~specialized ~~31,~~in ~~2019,~~the ~~CMS~~manufacturing ~~entered~~process, ~~into~~distribution, and ansales ~~Agreement~~ and ~~Plan~~marketing of ~~Merger~~various ~~(the~~beverages ~~“Merger~~across ~~Agreement”)~~multiple ~~with~~channels. ~~SBG~~Splash ~~Acquisition~~operated ~~Inc.~~in ~~(“Merger~~both ~~Sub”),~~the anon-alcoholic ~~Nevada~~and ~~Corporation~~alcoholic ~~wholly~~beverage ~~owned~~segments. ~~by CMS~~Additionally, ~~and~~ Splash ~~Beverage~~operates ~~Group,~~its ~~Inc.~~own avertically ~~Nevada~~integrated ~~corporation (“Splash”) pursuant~~ B-to-B ~~which Merger Sub merged with~~ and ~~into~~ ~~Splash~~B-to-C ~~(the “Merger”) with Splash as the surviving company and a wholly~~E-~~owned~~commerce ~~subsidiary~~distribution ofplatform ~~CMS.~~called ~~The Merger was consummated on March 31, 2020~~Qplash.

AsOn ~~the~~December ~~owners~~24, ~~and~~2020, ~~management~~the ofCompany ~~Splash~~consummated ~~have~~an ~~voting~~Asset Purchase Agreement (the “Copa APA”) with Copa DI Vino® Corporation (“CdV”), to purchase certain assets and ~~operating~~assume certain ~~control~~liabilities that comprise the Copa DI Vino® business for a total purchase price of ~~CMS~~$5,980,000, ~~following~~payable in the ~~Merger~~combination of $2,000,000 in cash (“Cash Consideration”), $2,000,000 convertible promissory note (the ~~Merger~~“Convertible ~~transaction~~Note”) to ~~was~~Seller ~~accounted~~and ~~for~~a asvariable number of shares of the Company’s Common Stock based on a ~~reverse~~attainment ~~acquisition~~of ~~(that~~revenue hurdles. CdV is ~~with~~one ~~Splash~~of as the ~~acquiring~~leading ~~entity),~~producers ~~followed~~of premium wine by athe ~~recapitalization~~glass in the United States with its primary offices and facilities in The Dalles, Oregon.

As part of the recapitalization, previously issued shares of SBG preferred stock have been reflected as shares of Common Stock that were received in the Merger. These common shares have been retrospectively presented as outstanding for all periods.

Splash specializes in the manufacturing process, distribution, and sales & marketing of various beverages across multiple channels. Splash operates in both the non-alcoholic and alcoholic beverage segments. Additionally, Splash operates its own vertically integrated B-to-B and B-to-C E-commerce distribution platform called Qplash, further expanding its distribution abilities and visibility.

In July 2020 the Company filed a Certificate of Amendment of Articles of Incorporation of CMS with the Secretary of State of the State of Colorado, pursuant to which the Company changed its name from CMS. to Splash Beverage Group, Inc. On July 31, 2020, we received approval from FINRA to change the Company’s name from CMS to Splash Beverage Group, Inc. Our new ticker symbol is SBEV.

On December 24, 2020, SBG consummated an Asset Purchase Agreement (the “Copa APA”) with Copa DI Vino® Corporation (“CdV”), to purchase certain assets and assume certain liabilities that comprise the Copa DI Vino® business for a total purchase price of $5,980,000, payable in the combination of $2,000,000 in cash (“Cash Consideration”), $2,000,000 convertible promissory note (the “Convertible Note”) to Seller and a variable number of shares of the Company’s Common Stock based on a attainment of revenue hurdles. CdV is one of the leading producers of premium wine by the glass in the United States with its primary offices and facilities in The Dalles, Oregon.

On February 2021, Management initiated a plan to divest its CMS business. As a result, the assets and operations of CMS have been retrospectively reflected as discontinued operations. On November 12, 2021 the Company changed its state of Domicile from Colorado to Nevada.

In coordination with up listing to the NYSE on June 11, 2021 the Company consummated a 1.0 for 3.0 reverse stock split. All Common Stock shares stated herein have been adjusted to reflect the split.

Splash Beverage Group, Inc. historical mission was to identify, acquire, and build early stage or under-valued beverage brands that have strong growth potential within its distribution system. Splash’s distribution system was comprehensive in the US and is also seeking to expand to select attractive international markets. Through its division Qplash, Splash’s distribution reach included e-commerce access to both business-to-business (B2B) and business-to-consumer (B2C) customers. Prior to pausing its operations in February 2025, Qplash marketed well known beverage brands to customers throughout the US that prefer delivery direct to their office, facilities, and or homes.

On March 27, 2025, the Company implemented a 1.0 for 40.0 reverse stock split. All Common Stock shares stated herein have been adjusted to reflect the split. The purpose of this reverse split was to maintain the company’s listing on the NYSE American.

On June 25, 2025, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with a third party (the “Seller”) under which the Seller sold certain water assets located in Costa Rica to the Company in exchange for $20 million of Series C Convertible Preferred Stock (the “Series C”). The Company issued the Series C to the Seller. Section 1.04 of the Asset Purchase Agreement required the Seller to deliver the water assets by December 31, 2025 or pay the Company $20 million in cash. Section 1.04 of the Asset Purchase Agreement further stated that failure to deliver either the water assets or the $20 million by December 31, 2025 rendered the Series C to be “null, void, and of no further force or effect.” The Seller failed to comply with either requirement. As a result, on April 14, 2026, the Board of Directors of the Company terminated the Asset Purchase Agreement and cancelled the Series C, effective December 31, 2025.

Due to a lack of working capital, the Company has not generated revenue since February 2025. Currently, the Company’s operations are being conducted by its President, a full-time employee, its Chief Financial Officer, a part-time employee, and its controller, a consultant. Periodically, the President communicates with beverage industry people including former customers, distributors and suppliers. Due to its lack of adequate capital to acquire inventory , the Company has not generated revenue since February 2025. The Company purchased a small amount of inventory in December 2025 in advance of the selection of the Company’s tequila as the house tequila for Senor Frog in certain markets. The Company intends to further its commercialization of its beverage business upon its receipt of sufficient capital. In the interim, beyond the Senor Frog opportunity, the Company intends to focus its efforts on distribution of the Chispo brand tequila, and re-launching its Qplash platform primarily to provide an online supplement to sales of these products.

F-7

Splash Beverage Group, Inc.

Notes to the Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation and Consolidation

These consolidated financial statements include the accounts of Splash and its wholly owned subsidiaries, Holdings and Splash Mex, and CdV. All intercompany balances have been eliminated in consolidation.

F-8

Splash Beverage Group, Inc.

Notes to the Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies, continued

Our investment in Salt Tequila USA, LLC is accounted for at cost, as the company does not have the ability to exercise significant influence.

Our accounting and reporting policies conform to accounting principles generally accepted in the United States of America (GAAP).

Certain reclassifications have been made to the prior period financial statements to conform to the current period classifications. These reclassifications had no impact on net loss.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

CORRECTION OF PRIOR PERIOD ERROR

The Company identified a material prior period error in the Consolidated Balance Sheet and Statement of Stockholders Equity recognition of water rights. On June 25, 2025, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with a third party (the “Seller”) under which the Seller sold certain water assets located in Costa Rica to the Company in exchange for $20 million of Series C Convertible Preferred Stock (the “Series C”). The Company issued the Series C to the Seller. Section 1.04 of the Asset Purchase Agreement required the Seller to deliver the water assets by December 31, 2025 or pay the Company $20 million in cash. Section 1.04 of the Asset Purchase Agreement further stated that failure to deliver either the water assets or the $20 million by December 31, 2025 rendered the Series C to be “null, void, and of no further force or effect.” The Seller failed to comply with either requirement. As a result, on April 14, 2026, the Board of Directors of the Company terminated the Asset Purchase Agreement and cancelled the Series C effective December 31, 2025.

The Company assessed the materiality of this change in presentation on prior period consolidated financial statements in accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” (ASC Topic 250, Accounting Changes and Error Corrections). Based on this assessment, the Company concluded that these error corrections in its Consolidated Statements of Cash Flows are to the previously presented consolidated financial statements. The corrections had an impact on the Consolidated Balance Sheet sand Consolidated Statements of Changes in Stockholders’ Equity, and notes to these consolidated financial statements, for any previously presented interim periods ended June 30, 2025 and September 30, 2025. Accordingly, the Company corrected the previously reported errors in the annual report for the years ended December 31, 2025 and 2024 in this Annual Report on Form 10-K.

The financial reporting periods affected by this error include the Company’s previously reported unaudited consolidated financial statements for the periods ended June 30, 2025 and September 30, 2025. In addition, the Company expects to present the corrected interim 2025 amounts in its 2026 consolidated interim financial statements upon the filing of each of its Quarterly Reports on Form 10-Q on a year-to-date basis as a correction to applicable 2025 periods. A summary of the immaterial corrections to the Company’s previously reported audited consolidated financial statements follows.

Corrected Consolidated Balance Sheet and Statement of Stockholder equity for the periods listed below:


	June 30, 2025
	As Reported		Correction			As Corrected
Water rights	$	20,000,000	$	(20,000,000	)	$	—
Subscriptions receivable	$	—	$	20,000,000		$	20,000,000


	September 30, 2025
	As Reported		Correction			As Corrected
Water rights	$	20,000,000	$	(20,000,000	)	$	—
Subscriptions receivable	$	—	$	20,000,000		$	20,000,000

Cash Equivalents and Concentration of Cash Balance

We consider all highly liquid securities with an original maturity of three months or less to be cash equivalents. We had no cash equivalents at December 31, ~~2024~~2025 or December 31, ~~2023~~2024.

~~Our~~At ~~cash~~December in31, ~~uninsured~~2025 ~~foreign~~and ~~bank~~December ~~accounts~~31, ~~was $4~~2024,~~817~~ the Company’s ~~and~~cash $0on atdeposit ~~December~~with ~~31,~~financial ~~2024~~institutions ~~and~~had ~~December~~not ~~31,~~exceeded ~~2023,~~federally ~~respectively~~insured limits of $250,000.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivables are carried at their estimated collectible amounts and are periodically evaluated for collectability based on past credit history with clients and other factors. We establish provisions for losses on accounts receivable on the basis of loss experience, known and inherent risk in the account balance, and current economic conditions. At December 31, ~~2024~~2025 and December 31, ~~2023~~2024, our accounts receivable amounts are reflected net of allowances of $~~300~~15,~~827~~748 and $~~183~~396,~~089~~ 855, respectively.

~~Inventory~~F-8

Inventory is stated at the lower of cost or net realizable value, accounted for using the weighted average cost method. The inventory balances at December 31, 2024 and December 31, 2023 consisted of raw materials, work-in-process, and finished goods held for distribution. The cost elements of inventory consist of purchase of products, transportation, and warehousing. We establish provisions for excess or inventory near expiration based on management’s estimates of forecast turnover of inventories on hand and under contract. A significant change in the timing or level of demand for certain products as compared to forecast amounts may result in recording additional provisions for excess or expired inventory in the future. Provisions for excess inventory are included in cost of goods sold and have historically been adequate to provide for losses on inventory. We manage inventory levels and purchase commitments in an effort to maximize utilization of inventory on hand and under commitments. The amount of our reserve was $621,178 and $290,524 at December 31, 2024 and December 31, 2023, respectively.

Property and Equipment

We record property and equipment at cost when purchased. Depreciation is recorded for property, equipment, and software using the straight-line method over the estimated economic useful lives of assets, which range from 3-20 years. Company management reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable.

F-9

Splash Beverage Group, Inc.

Notes to the Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies, continued

~~Depreciation expense totaled $148,229 and $153,908 for the years ended December 31, 2024 and 2023 respectively. Property and equipment consisted of the following:~~Inventory

	2024			2023
Auto		45,420			45,420
Machinery & equipment		1,165,313			1,160,578
Buildings & Tanks		233,323			233,323
Leasehold improvements		723,638			723,638
Computer Software		5,979			5,979
Office furniture & equipment		7,657			9,157
Total cost		2,181,330			2,178,095
Accumulated depreciation		(1,976,522	)		(1,828,293	)
Property, plant & equipment, net		204,808			349,802

Inventory is stated at the lower of cost or net realizable value, accounted for using the weighted average cost method. During the year ended December 31, 2025, the Company wrote off approximately $0.5 million of inventory due to product expiration, as the inventory was determined to be unsaleable and had no recoverable value. The inventory balances at December 31, 2025 and December 31, 2024 consisted of raw materials, work-in-process, and finished goods held for distribution. The cost elements of inventory consist of purchase of products, transportation, and warehousing. We establish provisions for excess or inventory near expiration based on management’s estimates of forecast turnover of inventories on hand and under contract. A significant change in the timing or level of demand for certain products as compared to forecast amounts may result in recording additional provisions for excess or expired inventory in the future. Provisions for excess inventory are included in cost of goods sold and have historically been adequate to provide for losses on inventory. We manage inventory levels and purchase commitments in an effort to maximize utilization of inventory on hand and under commitments. The amount of our reserve was $0 and $621,178 at December 31, 2025 and December 31, 2024, respectively.

Property and Equipment

Depreciation expense totaled $148,070 and $148,229 for the years ended December 31, 2025 and 2024 respectively. Property and equipment consisted of the following:

Schedule of property and equipment
	2025			2024
Auto		45,420			45,420
Machinery & equipment		—			—
Buildings & Tanks		—			—
Leasehold improvements		—			—
Computer Software		5,979			5,979
Office furniture & equipment		1,500			1,500
Total cost		52,899			52,899
Accumulated depreciation		(39,973	)		(30,689	)
Property, plant & equipment, net		12,926			22,210

Excise taxes

The following taxes are paid when we sell tequila or other alcoholic beverages.

The Company pays alcohol excise taxes based on product sales to both the Oregon Liquor Control Commission and to the U.S. Department of the Treasury, Alcohol and Tobacco Tax and Trade Bureau (TTB). The Company also pays taxes to the State of Florida – Division of Alcoholic Beverages and Tobacco. The Company is liable for the taxes upon the removal of product from the Company’s warehouse on a per gallon basis. The federal tax rate is affected by a small winery tax credit provision which decreases based upon the number of gallons of wine production in a year rather than the quantity sold.

Fair Value of Financial Instruments

Financial Accounting Standards (“FASB”) guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:

Level 1 -

Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

F-9

Splash Beverage Group, Inc.

Notes to the Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies, continued

Level 2 -

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).

Level 3 -

Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

The liabilities and indebtedness presented on the consolidated financial statements approximate fair values at December 31, ~~2024~~2025 and December 31, ~~2023~~2024, consistent with recent negotiations of notes payable and due to the short duration of maturities.

The following table presents the derivative financial instruments, the Company’s only financial liabilities, measured and recorded at fair value on the Company’s consolidated balance sheet on a recurring basis, and their level within the fair value hierarchy as of December 31, 2025 and December 31, 2024:


Balance December 31, 2024	$	—
Creation of derivative liability		554,258
Change in value		20,406
Reclassification to equity		(385,082	)
Balance December 31, 2025	$	189,582

December 31, 2025

Schedule of derivative liability
	Amount	Level 1		Level 2		Level 3
Embedded conversion derivative liability	$	$	—	$	—	$	189,582
Total	$	$	—	$	—	$	189,582

December 31, 2024

Amount

Level 1

Level 2

Level 3

Embedded conversion derivative liability

—

Total

—

The table below shows the option-pricing model inputs used by the Company to value the derivative liability at each measurement date:

Schedule of option-pricing model inputs
	Year ended December 31, 2025			Year ended December 31, 2024
Expected term		.50 years			—
Expected average volatility		109% - 122	%		—
Expected dividend yield		—			—
Risk-free interest rate		4.43	%		—

Revenue Recognition

We recognize revenue under ASC 606, Revenue from Contracts with Customers (Topic 606). This guidance sets forth a five-step model which depicts the recognition of revenue in an amount that reflects what we expect to receive in exchange for the transfer of goods or services to customers.

F-10

Splash Beverage Group, Inc.

Notes to the Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies, continued

We recognize revenue when our performance obligations under the terms of a contract with the customer are satisfied. Product sales occur once control of our products is transferred upon delivery to the customer. Revenue is measured as the amount of consideration that we expect to receive in exchange for transferring goods and is presented net of provisions for customer returns and allowances. The amount of consideration we receive and revenue we recognize varies with changes in customer incentives we offer to our customers and their customers. Sales taxes and other similar taxes are excluded from revenue.

Distribution expenses to transport our products, and warehousing expense after manufacture are accounted for in Other General and Administrative cost.

Cost of Goods Sold

Cost of goods sold include the costs of products, packaging, transportation, warehousing, and costs associated with valuation allowances for expired, damaged or impaired inventory. The cost of transportation from production site to other 3^rd party warehouses or customer is included in Other General and Administrative cost.

Other General and Administrative Expenses

Other General and Administrative expenses include Amazon selling fees, cost of transportation from production site to other 3^rd party warehouses or customers, insurance cost, consulting cost, legal and audit fees, investor relations expenses, travel & entertainment expenses, occupancy cost and other cost.

Stock-Based Compensation

We account for stock-based compensation in accordance with ASC 718,”Compensation - Stock Compensation”. Under the fair value recognition provisions, cost is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period, which is generally the option vesting period. We use the Black-Scholes option pricing model to determine the fair value of stock options. We early adopted ASU 2018-07, “Improvements to Nonemployee Share-Based Payment Accounting”, which aligns accounting treatment for such awards to non-employees with the existing guidance on employee share-based compensation in ASC 718.

We measure stock-based awards at the grant-date fair value for employees, directors and consultants and recognize compensation expense on a straight-line basis over the vesting period of the award. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions, including the fair value of our Common Stock, and for stock options and warrants, the expected life of the option and warrant, and expected stock price volatility and exercise price. We used the Black-Scholes option pricing model to value its stock-based awards. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation expense could be materially different for future awards. The expected life of stock options/warrants were estimated using the “simplified method,” which calculates the expected term as the midpoint between the weighted average time to vesting and the contractual maturity, we have limited historical information to develop reasonable expectations about future exercise patterns. The simplified method is based on the average of the vesting tranches and the contractual life of each grant. For stock price volatility, we use comparable public companies as a basis for its expected volatility to calculate the fair value of award. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the award. The estimation of the number of awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from the Company’s current estimates, such amounts are recognized as an adjustment in the period in which estimates are revised.

F-11

Splash Beverage Group, Inc.

Notes to the Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies, continued

Income Taxes

We use the liability method of accounting for income taxes as set forth in ASC 740,”Income Taxes”. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. We record a valuation allowance when it is not more likely than not that the deferred tax assets will be realized.

Company management assesses its income tax positions and records tax benefits for all years subject to examination based upon its evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, our policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information.

For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements. Company management has determined that there are no material uncertain tax positions at December 31, ~~2024~~2025 and December 31, ~~2023~~ 2024. See note 13.

Net income (loss) per share

The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and Common Stock issuable upon the conversion of the Company’s convertible debt or preferred stock (if any), are not included in the computation if the effect would be anti-dilutive.

Weighted average number of shares outstanding excludes anti-dilutive Common Stock equivalents, including warrants to purchase shares of Common Stock and warrants granted by our Board that have not been exercised totaling 3,424,996.

Schedule of net loss per common share
Net income/(loss) per common shares:	Year ended December 31 2025			Year ended December 31, 2024
Net income/(loss	$	(25,282,186	)	$	(23,658,787	)
Dividends on Series A-1 and B preferred stock		(831,944	)		—
Weighted-average shares outstanding		2,178,397			1,338,428
Net loss per common share	$	(11.97	)	$	(17.68	)

Advertising

WeHistorically, ~~conduct~~we conducted advertising for the promotion of our products. In accordance with ASC 720-35, advertising costs are charged to operations when incurred. We recorded advertising expense of $~~486~~64,~~942~~ 811 and $1486,~~721,547~~942 for the years ended December 3031, ~~2024~~2025 and ~~2023~~2024, respectively.

Goodwill and other intangibles

Goodwill represents the excess of acquisition cost over the fair value of the net assets acquired and is not subject to amortization. The Company reviews goodwill annually in the fourth quarter for impairment or when circumstances indicate carrying value may exceed the fair value. This evaluation is performed at the reporting unit level. If a qualitative assessment indicates that it is more likely than not that the fair value is less than carrying value, a quantitative analysis is completed using either the income or market approach, or a combination of both. The income approach estimates fair value based on expected discounted future cash flows, while the market approach uses comparable public companies and transactions to develop metrics to be applied to historical and expected future operating results.

At the time of acquisition, the Company estimates the fair value of the acquired identifiable intangible assets based upon the facts and circumstances related to the particular intangible asset. Inherent in such estimates are judgments and estimates of future revenue, profitability, cash flows and appropriate discount rates for any present value calculations. The Company preliminarily estimates the value of the acquired identifiable intangible assets and then finalizes the estimated fair values during the purchase allocation period, which does not extend beyond 12 months from the date of acquisition. The Company’s amortization expense for acquired identifiable intangible assets with finite useful lives was $392,068 for fiscal years 2024 and 2023.

F-12

Splash Beverage Group, Inc.

Notes to the Consolidated Financial Statements

Note 2 – Summary of Significant Accounting Policies, continued

InAt ~~accordance~~the ~~with~~time ~~ASC~~of ~~350~~acquisition, ~~Intangibles~~the –Company ~~Goodwill~~estimates ~~and~~the ~~Other,~~fair value of the ~~Company~~acquired ~~performed~~identifiable anintangible ~~impairment~~assets ~~test~~based ~~for~~upon ~~its~~the ~~Brand~~facts ~~Name,~~and ~~Customer~~circumstances ~~Relationships~~related ~~and~~to ~~license~~the particular intangible asset. ~~Based~~Inherent onin ~~this~~such ~~assessment~~estimates are judgments and estimates of future revenue, profitability, cash flows and appropriate discount rates ~~the~~for any present value calculations. The Company ~~determined~~preliminarily ~~that~~estimates the ~~carrying~~ value of the acquired identifiable intangible ~~asset~~assets ~~exceeded~~and then ~~its~~finalizes the estimated fair ~~value~~values during the purchase allocation period, ~~resulting~~which indoes annot ~~impairment~~extend ~~loss~~beyond 12 months from the date of $4acquisition.~~3 million.~~

On June 25, 2025, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with a third party (the “Seller”) under which the Seller sold certain water assets located in Costa Rica to the Company in exchange for $20 million of Series C convertible Preferred Stock (the “Series C”). The ~~impairment~~Company ~~loss~~issued the Series C to the Seller. Section 1.04 of the Asset Purchase Agreement required the Seller to deliver the water assets by December 31, 2025 or pay the Company $~~4.3~~20 million ~~was~~in ~~recorded~~cash. inSection 1.04 of the Asset Purchase Agreement further stated that failure to deliver either the ~~statement~~water ofassets ~~operations~~or ~~within~~the ~~Selling~~$20 million by December 31, ~~General~~2025 rendered the Series C to be “null, void, and ~~Administrative~~of ~~Expenses~~no further force or effect.” ~~This~~The ~~impairment~~Seller ~~was~~failed ~~primarily~~to ~~driven~~comply bywith ~~the~~either ~~decline~~requirement. As a result, on April 14, 2026, the inBoard of Directors of the Company’s ~~sales~~terminated ~~and~~the ~~was~~Asset ~~calculated~~Purchase ~~using~~Agreement and cancelled the ~~present~~Series ~~value~~C, ofeffective ~~future~~December ~~cash~~31, ~~flows~~2025.

	December 31, 2024
	Gross Amount		Accumulated Amortization		Loss on Impairment		Net Carrying Value
Finite:
Goodwill	$	256,823		—	$	256,823	$	0
Brands	$	4,459,000	$	1,189,071	$	3,269,929	$	0
Customer Relationships		957,000		255,200		701,800	$	0
License		360,000		264,488		95,512	$	0
Total Intangible Assets	$	6,032,823	$	1,708,759	$	4,324,064	$	0

In accordance with ASC 350, Intangibles – Goodwill and Other, the Company performed an impairment test for its Brand Name, Customer Relationships and license. Based on this assessment, the Company determined that the carrying value of the intangible asset exceeded its fair value, resulting in an impairment loss of $4.3 million during the year ended December 31, 2024.

The impairment loss of $4.3 million during the year ended December 31, 2024 was recorded in the statement of operations within Selling, General, and Administrative Expenses. This impairment was primarily driven by the decline in the Company’s sales and was calculated using the present value of future cash flows.


	December 31, 2024
	Gross Amount		Accumulated Amortization		Loss on Impairment		Net Carrying Value
Finite:

Goodwill	$	256,823		—	$	256,823	$	—

Brands	$	4,459,000	$	1,189,071	$	3,269,929	$	—
Customer Relationships		957,000		255,200		701,800	$	—
License		360,000		264,488		95,512	$	—
Total Intangible Assets	$	6,032,823	$	1,708,759	$	4,324,064	$	—

Long-lived assets

The Company evaluates long-lived assets for impairment on an annual basis, when relocating or closing a facility, or when events or changes in circumstances may indicate the carrying amount of the asset group, generally an individual warehouse, may not be fully recoverable. For asset groups held and used, including warehouses to be relocated, the carrying value of the asset group is considered recoverable when the estimated future undiscounted cash flows generated from the use and eventual disposition of the asset group exceed the respective carrying value. In the event that the carrying value is not considered recoverable, an impairment loss is recognized for the asset group to be held and used equal to the excess of the carrying value above the estimated fair value of the asset group. For asset groups classified as held-for-sale (disposal group), the carrying value is compared to the disposal group’s fair value less costs to sell. The Company estimates fair value by obtaining market appraisals from third party brokers or using other valuation techniques.

Foreign Currency Gain/Losses

Foreign subsidiaries’ functional currency is the local currency of operations and the net assets of foreign operations are translated into U.S. dollars using current exchange rates. Gain or losses from these translation adjustments are included in the consolidated statement of operations and other comprehensive (loss) income as foreign currency translation gains or losses. Translation gains and losses that arise from the translation of net assets from functional currency to the reporting currency, as well as exchange gains and losses on intercompany balances, are included in Other Comprehensive Income. The Company incurred a foreign currency translation net gain during the year ended December 31, 2024 of $97,763 and a foreign currency translation net gain during the year ended December 31, 2023 of $3,889.

Recent Accounting Pronouncements

Adoption of FASB ASU 2020-06

In August 2020, the Financial Accounting Standards Board (FASB) issued ASU No. 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments and contracts by removing certain models that were previously required to be applied. The amendments are effective for the fiscal years beginning after December 15, 2023, with early adoption permitted. The Company adopted ASU 2020-06 effective January 1, 2024 and has removed the effects of any embedded conversion features from certain of our convertible instruments as of that date.

F-13

Splash Beverage Group, Inc.

Notes to the Consolidated Financial Statements

Note 32 – ~~Liquidity,~~Summary ~~Capital~~of ~~Resources~~Significant Accounting ~~and~~Policies, ~~Going Concern Considerations~~continued

~~During~~Foreign ~~2024,~~Currency ~~the Company received $9.5 million from issuance of debt.~~Gain/Losses

~~The~~Foreign ~~Company~~subsidiaries’s ~~consolidated~~functional ~~financial~~currency ~~statements~~is ~~have~~the ~~been~~local ~~prepared~~currency onof ~~the~~operations ~~basis~~and ofthe USnet ~~GAAP~~assets ~~for~~of aforeign ~~going~~operations ~~concern,~~are ontranslated ~~the~~into ~~premise~~U.S. ~~that~~dollars ~~the~~using ~~Company~~current isexchange ~~able~~rates. Gain toor ~~meet~~losses ~~its~~from ~~obligations~~these astranslation ~~they come~~adjustments ~~due~~are included in the ~~normal~~consolidated ~~course~~statement of ~~business.~~operations ~~The~~and ~~Company~~other ~~sustained~~comprehensive a(loss) income ~~net~~as ~~loss~~foreign ofcurrency ~~approximately~~translation ~~$22~~gains or losses.9 ~~million~~Translation gains and ~~negative~~losses ~~cash~~that ~~flows~~arise from ~~operating~~ ~~activities~~the translation of ~~approximately~~net $0assets from functional currency to the reporting currency, as well as exchange gains and losses on intercompany balances, are included in Other Comprehensive Income.37 ~~million~~The ~~for~~Company incurred a foreign currency translation net loss during the year ended December 31, ~~2024.~~2025 Toof ~~date~~$47,352 ~~the~~and ~~Company~~a ~~has~~foreign currency ~~generated~~translation ~~cash~~net ~~flows from~~gain ~~issuances~~during ofthe ~~equity~~year ~~and~~ended ~~indebtedness~~December 31, 2024 of $97,763.

~~The~~Recent ~~accompanying~~Accounting financial statements have been prepared assuming that the Company will continue as a going concern. As of July 11, 2025, the Company has incurred significant losses from operations and has experienced negative cash flows from operating activities. Additionally, the Company’s current liabilities exceed its current assets, and it has a working capital deficit.Pronouncements

~~Management’s~~In ~~plans~~December in2023, the ~~regard~~FASB toissued ~~these~~ASU ~~matters include~~2023-09, ~~actions~~Income Taxes (Topic 740): Improvements to ~~sustain~~Income ~~the~~Tax ~~Company~~Disclosures, which expands disclosures in an entity’s income ~~operations,~~tax ~~such~~rate asreconciliation ~~seeking~~table ~~additional~~and ~~funding~~disclosures toregarding ~~meet~~cash ~~its~~taxes ~~obligations~~paid both in the U.S. and ~~implement~~foreign ~~its~~jurisdictions. The update ~~business~~will ~~plan.~~be ~~However,~~effective ~~there~~for isannual noperiods ~~assurance~~beginning ~~that~~after December 15, 2025. Adoption of the ~~Company~~standard will be ~~successful~~applied inon ~~implementing~~a ~~its~~prospective ~~plans~~basis and orretrospective inapplication ~~raising~~to ~~additional~~all ~~funds~~periods presented is permitted. ~~These~~ ~~conditions~~The ~~raise~~Company ~~substantial~~is ~~doubt~~currently ~~about~~evaluating the ~~Company’s~~impact ~~ability~~of toASU ~~continue~~2023-09 ason its afuture ~~going~~consolidated ~~concern~~financial statements and related disclosures.

~~The~~In ~~financial~~November ~~statements~~2024, the doFASB ~~not~~issued ~~include~~Accounting ~~any~~Standards ~~adjustments that~~Update ~~might~~2024-03, ~~result~~Income ~~from~~Statement—Reporting ~~the~~Comprehensive ~~outcome~~Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of ~~this~~Income ~~uncertainty.~~Statement IfExpenses ~~the~~(“ASU 2024-03”). ASU ~~Company~~2024-03 is ~~unable~~intended to ~~continue~~enhance asthe adisclosures ~~going~~for ~~concern~~expenses for all public entities in accordance with ASC Topic 220, ~~adjustments~~Income ~~would~~Statement-Reporting Comprehensive beIncome. ASU 2024-03 addresses investor requests for more detailed information about expenses, specifically cost of sales ~~necessary~~and selling, general, and administrative expenses. ASU 2024-03 requires a public entity to disclose the ~~carrying~~amounts ~~values~~of (a) purchases of ~~its~~inventory, (b) ~~assets~~employee compensation, (c) depreciation, (d) intangible asset amortization, and ~~liabilities~~(e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption presented on the ~~reported~~face of the income statement as well as a qualitative description of the amounts remaining in the relevant expense captions that are not separately disaggregated quantitatively. ASU 2024-03 also requires a public entity to disclose the total amount of ~~revenues~~selling expenses and the entity’s definition of selling expenses. ~~could~~ASU be2024-03 ~~materially~~also ~~affected~~requires a public entity to disclose the total amount of selling expenses and the entity’s definition of selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. A public entity should apply ASU 2024-03 either prospectively to financial statements issued for reporting periods after the effective date of this ASU or retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of ASU 2024-03 on its future consolidated financial statements and related disclosures.

~~Note~~All 4other –newly ~~Notes~~issued ~~Payable,~~but ~~Related~~not ~~Party~~yet effective accounting ~~Notes~~pronouncements ~~Payable,~~have ~~and~~been ~~Revenue~~deemed ~~Financing~~to ~~Arrangements~~be not applicable or immaterial to the Company.

Notes payable are generally nonrecourse and secured by all Company owned assets.

	Interest Rate			December 31, 2024		December 31, 2023
Notes Payable and Convertible Notes Payable
In December 2020, the Company entered into a 56- month loan with a company in the amount of $1,578,237. The loan requires payments of 3.75% through November 2022 and 4.00% through September 2025 of the previous month’s revenue. Note is due September 2025. Note is guaranteed by a related party see note 7.		Variable		$	195,927		371,693
In April 2021, the Company entered into a six-month loan with an individual in the amount of $84,000. The loan had an original maturity of October 2021 with principal and interest due at maturity. The loan was extended to April 2025.		7	%		168,000		168,000
In May 2021, the Company entered into a six-month loan with two individuals totaling $60,000. The loan had an original maturity of October 2021 with principal and interest due at maturity. The loan was extended to April 2025.		7	%		60,000		60,000

F-14

Splash Beverage Group, Inc.

Notes to the Consolidated Financial Statements

Note 43 – ~~Notes Payable~~Liquidity, ~~Related~~Capital ~~Party~~Resources ~~Notes Payable,~~ and ~~Revenue~~Going ~~Financing~~Concern ~~Arrangements, continued~~Considerations

In August 2022, the Company entered into a 56-months auto loan in the amount of $45,420.	2.35	%		23,372		32,996
In December 2022, the Company entered into various eighteen-month loans with individuals totaling in the amount of $3,000,000. The notes included 100% warrant coverage. One note $400,000 was converted. The remaining loans were extended to June 2025 with principal and interest due at maturity with conversion price of $1.00 per share.	12	%		2,600,000		3,000,000
In December 2022, the Company entered into an eighteen-month loan with an individual in the amount of $1,000,000. The notes included 100% warrant coverage. The loans matured in June 2024 and was in default	12	%		1,000,000		1,000,000
In February 2023, the Company entered into a twelve-month loan with an entity in the amount of $2,000,000. The convertible note included the issuance of 1,500,000 shares of Common Stock. The loan matured in February 2024 with conversion price of $0.85 per share and is non-interest bearing. The loan was extended to May, 2024. As of June 2024, the loan was fully converted.	—	%	$	—	$	1,769,656
In May 2023, the Company entered into various eighteen-month loans with individuals totaling in the amount of $800,000. The notes included 50% warrant coverage. The loans mature in November 2024 with principal and interest due at maturity with conversion price of $1.00 per share. The loans were extended to May 2025.	12	%		800,000		800,000
In June 2023, the Company entered into various eighteen-month loans with individuals totaling in the amount of $350,000. The notes included 50% warrant coverage. The loans mature in May 2025 with principal and interest due at maturity with conversion price of $1.00 per share, one of the loans was converted in December 2024.	12	%		100,000		350,000
In July 2023, the Company entered into a twelve-month loan with an individual in the amount of $750,000. The note included 50% warrant coverage. The loan matures in July 2024 with principal and interest due at maturity with conversion price of $1.00 per share. The loan was fully converted in September 2024.	12	%		—		750,000

The Company’s consolidated financial statements have been prepared on the basis of US GAAP for a going concern, on the premise that the Company is able to meet its obligations as they come due in the normal course of business. The Company sustained a net loss of approximately $25.0 million and negative cash flows from operating activities of approximately $5.2 million for the year ended December 31, 2025. To date the Company has generated cash flows from issuances of equity and indebtedness.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As of December 31, 2025, the Company has incurred significant losses from operations and has experienced negative cash flows from operating activities. Additionally, the Company’s current liabilities exceed its current assets, resulted in a working capital deficit.

During 2025, the Company received approximately $4.2 million from the issuance of debt and $1.3 million from sale of preferred stock and warrants. During 2024, the Company received approximately $9.5 million from the issuance of debt.

Management’s plans in regard to these matters include actions to sustain the Company’s operations, such as seeking additional funding to meet its obligations and implement its business plan. The Company has issued preferred stock as part of its strategy to regain compliance with the NYSE American listing standards and reduce debt. These preferred shares, specifically Series B 12% convertible preferred stock, were issued in exchange for promissory notes. The preferred stock offers a 12% cumulative dividend and potential conversion to Common Stock, subject to stockholder approval and an increase in authorized Common Stock. In June 2025, the Company exchanged approximately $12.67 million outstanding promissory notes and accrued interest for 126,710 shares of Series B Preferred Stock. By converting debt into equity, the Company enhanced its balance sheet, reduced interest expense, and improved its stockholder equity position in furtherance of its goal of complying with exchange requirements.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty. If the Company is unable to continue as a going concern, adjustments would be necessary to the carrying values of its assets and liabilities and the reported amounts of revenues and expenses could be materially affected.

F-15

Splash Beverage Group, Inc.

Notes to the Consolidated Financial Statements

Note 4 – Notes Payable, Related Party Notes Payable, and Revenue Financing Arrangements~~, continued~~

In July 2023, the Company entered into a twelve-month loan with an individual in the amount of $100,000. The note included 50% warrant coverage. The loan originally matures in June 2024 with principal and interest due at maturity with conversion price of $1.00 per share. The loan was extended to June 2025.	12	%	$	100,000	$	100,000
In August 2023, the Company entered into a twelve-month loan with an individual in the amount of $300,000. The convertible note included the issuance of 150,000 shares of Common Stocks. The loan matures in August 2024 with principal due at maturity with conversion price of $0.85 per share and is non-interest bearing. Partial of the note was converted into Common Stock.	—	%		43,000		300,000
In October 2023, the Company entered into a three-month loan with an individual in the amount of $500,000. The loan matures in January 2024 with principal and interest due at maturity. The loan was extended to February 2025	10	%		500,000		500,000
In October 2023, the Company entered into a loan with an individual in the amount of $196,725 The loan matures in March 2024. Note is guaranteed by a related party. As of March 2024, the loan was fully paid off.	—	%		—		91,785
In October 2023, the Company entered into a loan with an individual in the amount of $130,000. The loan requires payment of 17% of daily Shopify sales.	—	%		66,278		88,431
In October 2023, the Company entered into a eighteen-month loan with individuals totaling in the amount of $1,250,000. The note included 100% warrant coverage. The loan matures in April 2025 with principal and interest due at maturity with conversion price of $1.00 per share. Partial principal and 1st year interest were converted in September 2024 and December 2024. The loan was fully converted in January 2025	12	%	$	1,143,449	$	1,250,000
In December 2023, the Company entered into a 2.5-month loan with an individual in the amount of $450,000. The loan had a maturity of March 2024 with principal and interest due at maturity. The loan was extended to February 2025. The loan was fully converted in Decembre 2024.	10	%		—		450,000

Notes payable are generally nonrecourse and secured by all Company owned assets.

Schedule of notes payable
	Interest Rate			December 31, 2025		December 31, 2024
Notes Payable and Convertible Notes Payable

In December 2020, the Company entered into a 56- month loan with a company in the amount of $1,578,237. The loan requires payments of 3.75% through November 2022 and 4.00% through September 2025 of the previous month’s revenue. Note was due September 2025. Note is guaranteed by a related party see note 6.		17	%	$	188,839	$	195,927

In April 2021, the Company entered into two six-month loans in the amount of $84,000 each. The loan had an original maturity of October 2021 with principal and interest due at maturity. The loan was exchanged to Series B Preferred stock in June 2025.		7	%		—		168,000

In May 2021, the Company entered into a six-month loan with an individual in the amount of $50,000. The loan had an original maturity of October 2021 with principal and interest due at maturity. The loan was exchanged to Series B Preferred stock in June 2025.		7	%		—		50,000

In May 2021, the Company entered into a six-month loan with an individual in the amount of $10,000. The loan had an original maturity of October 2021 with principal and interest due at maturity. The loan due date was extended to October 31, 2024. .		7	%		10,000		10,000

In August 2022, the Company entered into a 56-months auto loan in the amount of $45,420.		2.35	%		13,514		23,372

In December 2022, the Company entered into various eighteen-month loans with individuals totaling $4,000,000. The notes included 100% warrant coverage. The loans mature in June 2024 with principal and interest due at maturity with conversion price of $40.00 per share. The loans were exchanged to Series B Preferred stock in June 2025.		12	%		—		2,600,000

In December 2022, the Company entered into an eighteen-month loan with an individual in the amount of $1,000,000. The notes included 100% warrant coverage. The loan was exchanged to Series B Preferred stock in June 2025.		12	%		—		1,000,000

F-16

Splash Beverage Group, Inc.

In May 2023, the Company entered into various eighteen-month loans with individuals totaling in the amount of $800,000. The notes included 50% warrant coverage. The loans mature in November 2024 with principal and interest due at maturity with conversion price of $40.00 per share. The loans were exchanged to Series B Preferred stock in June 2025.	12	%	—	800,000

In June 2023, the Company entered into various eighteen-month loans with individuals totaling in the amount of $350,000. The notes included 50% warrant coverage. The loans mature in December 2024 with principal and interest due at maturity with conversion price of $40.00 per share. The loans were exchanged to Series B Preferred stock in June 2025.	12	%	—	100,000

In July 2023, the Company entered into a twelve-month loan with an individual in the amount of $100,000. The note included 50% warrant coverage. The loan matures in January 2025 with principal and interest due at maturity with conversion price of $40.00 per share. The loan was exchanged to Series B Preferred stock in June 2025.	12	%	—	100,000

In August 2023, the Company entered into a twelve-month loan with an individual in the amount of $300,000. The convertible note included the issuance of 150,000 shares of Common Stocks. The loan matured in August 2024 with principal and interest due at maturity with a conversion price of $34.00 per share and is non-interest bearing.	—	%	43,000	43,000

In October 2023, the Company entered into a three-month loan with an individual in the amount of $500,000. The loan matures in January 2024 with principal and interest due at maturity. The loan due date was extended to June 2025. The Required payment was not made.	10	%	500,000	500,000

In October 2023, the Company entered into a loan with an individual in the amount of $130,000. The loan requires payment of 17% of daily Shopify sales.	—	%	58,612	66,278

In October 2023, the Company entered into a eighteen-month loan with individuals totaling in the amount of $1,250,000. The note included 100% warrant coverage. The loan matured in April 2025 with principal and interest due at maturity with conversion price of $40.00 per share. The loan was fully converted to Common Stock in January 2025	12	%	—	1,143,449

Notes to the Consolidated Financial Statements

Note 4 – Notes Payable, Related Party Notes Payable, and Revenue Financing Arrangements, continued

In January 2024, the Company entered into a 18-month loan with an individual in the amount of $250,000. The note included 100% warrant coverage. The loan had a maturity of July 2025 with principal and interest due at maturity with conversion price of $0.50 per share.	12	%		250,000		—
In February 2024, the Company entered into a 18-month loan with an individual in the amount of $150,000. The note included 100% warrant coverage. The loan had a maturity of August 2025 with principal and interest due at maturity with conversion price of $0.40 per share.	12	%		150,000		—
In February 2024, the Company entered into a 6-month loan with an individual in the amount of $315,000. The note included 60% warrant coverage. The loan had a maturity of August 2024 with principal and interest due at maturity with conversion price of $0.38 per share. This was extended to July 2025.	12	%	$	315,000	$	—
In February 2024, the Company entered into a 18-month loan with an entity in the amount of $250,000. The note included 100% warrant coverage. The loan matures in August 2025 with principal and interest due at maturity with conversion price of $0.46 per share	12	%		250,000		—

In April 2024, the Company entered into a commercial financing agreement in the amount of $815,000 and will be paid weekly until the loan is paid in full. The loan was in default.	—	%	357,127	—
In May 2024, the Company entered into an eighteen-month loan with individuals totaling in the amount of $1,850,000. The note included warrant coverage . The loan matures in November 2026 with principal and interest due at maturity with conversion price of $0.40 per share	12	%	1,850,000	—
In June 2024, the Company entered into a revenue purchase agreement in the amount of $250,000. 4% of revenue will be paid weekly until the loan is paid in full. Note is guaranteed by a related party	—	%	181,341	—
In July 2024, the Company entered into a revenue purchase agreement in the amount of $178,250. The loan matures in May 2025. The loan was fully converted in January 2025.	22	%	91,999	—

F-17

Splash Beverage Group, Inc.

In January 2024, the Company entered into a 18-month loan with an individual in the amount of $250,000. The note included 100% warrant coverage. The loan had a maturity of July 2025 with principal and interest due at maturity with conversion price of $20.00 per share. The loan was exchanged to Series B Preferred stock in June 2025.	12	%	—	250,000

In February 2024, the Company entered into a 18-month loan with an individual in the amount of $150,000. The note included 100% warrant coverage. The loan had a maturity of August 2025 with principal and interest due at maturity with conversion price of $16.00 per share. The loan was exchanged to Series B Preferred stock in June 2025.	12	%	—	150,000

In February 2024, the Company entered into a 6-month loan with an individual in the amount of $315,000. The note included 60% warrant coverage. The loan had a maturity of August 2024 with principal and interest due at maturity with conversion price of $15.20 per share. The loan was exchanged to Series B Preferred stock in June 2025.	12	%	—	315,000

In February 2024, the Company entered into a 18-month loan with an entity in the amount of $250,000. The note included 100% warrant coverage. The loan matures in August 2025 with principal and interest due at maturity with conversion price of $18.40 per share. The loan was exchanged to Series B Preferred stock in June 2025.	12	%	—	250,000

In April 2024, the Company entered into a commercial financing agreement in the amount of $815,000 and to be paid weekly until the loan is paid in full.	—	%	331,335	357,127

In May 2024, the Company entered into an eighteen-month loan with individuals totaling in the amount of $1,850,000. The note included warrant coverage. The loan matures in November 2026 with principal and interest due at maturity with conversion price of $16.00 per share. The loan was exchanged to Series B Preferred stock in June 2025	—	%	—	1,850,000

In June 2024, the Company entered into a revenue purchase agreement in the amount of $250,000. 4% of revenue will be paid weekly until the loan is paid in full.	—	%	13,459	181,341

In July 2024, the Company entered into a revenue purchase agreement in the amount of $178,250. The loan matures in April 2025. The loan was fully converted to Common Stock in January 2025.	22	%	—	91,999

Notes to the Consolidated Financial Statements

Note 4 – Notes Payable, Related Party Notes Payable, and Revenue Financing Arrangements, continued

In July 2024, the Company entered into a revenue purchase agreement in the amount of $120,750. The loan matures in April, 2025. The loan was fully converted in January 2025	22	%	$	120,750		$	—
In August 2024, the Company entered into a 5-year loan with individuals totaling in the amount of $500,000. The loan matures in September 2029 with principal and interest due at maturity with conversion price of $0.35 per share	9	%		500,000			—
In August 2024, the Company entered into a eighteen-month loan with individuals totaling in the amount of $1,500,000. The loan matures in February 2026 with principal and interest due at maturity with conversion price of $0.38 per share.	12	%		1,500,000			—
In September 2024, we entered into a merchant cash advance agreement in the amount of $325,000 to be paid weekly until the loan is paid in full.	—	%		82,261			—
In September 2024, the Company entered into an agreement with individuals totaling in the amount of $590,000, there is no maturity date or interest, convertible into Common Stock at 25% discount to VWAP, proceeds to be used for acquisitions	—	%		590,000			—
In October 2024, the Company entered into an agreement with individuals totaling in the amount of $950,000 there is no maturity date or interest, convertible into Common Stock at 25% discount to VWAP, proceeds to be used for acquisitions	—	%		950,000			—
In November 2024, we entered into a merchant cash advance agreement in the amount of $340,000 to be paid weekly until the loan is paid in full.	—	%		311,713			—
In December 2024, we entered into a merchant cash advance agreement in the amount of $111,300 to be paid weekly until the loan is paid in full. Note is guaranteed by a related party	—	%	$	111,300		$	—
In December 2024, the Company entered into a twelve-month loan with an individual in the amount of $500,000. The loan matures in December 2025 with principal and interest due at maturity.	12	%		225,000			—
	Total notes payable		$	14,635,113		$	11,082,561
	Less notes discount			(3,031,513	)		(2,876,387	)
	Less current portion			(9,632,505	)		(7,748,518	)
	Long-term notes payable		$	1,971,095		$	457,656

F-18

In July 2024, the Company entered into a revenue purchase agreement in the amount of $120,750. The loan matures in May 30, 2025. The loan was fully converted to Common Stock in January 2025	22	%	—	120,750

In August 2024, the Company entered into a 5-year loan with individuals totaling in the amount of $500,000. The loan matures in September 2029 with principal and interest due at maturity with conversion price of $14.00 per share. The loans were exchanged to Series B Preferred stock in June 2025.	9	%	—	500,000

In August 2024, the Company entered into a eighteen-month loan with individuals totaling in the amount of $1,400,000. The loan matures in February 2026 with principal and interest due at maturity with conversion price of $0.38 per share. $800,000 was exchanged to Preferred stock in June 2025.	12	%	—	1,400,000

In August 2024, the Company entered into a eighteen-month loan with individuals totaling in the amount of $100,000. The loan matures in September 2025 with principal and interest due at maturity with conversion price of $15.20 per share. The loan was exchanged to Series B Preferred stock in June 2025.	12	%	—	100,000

In September 2024, the Company entered into a merchant cash advance agreement in the amount of $325,000 to be paid weekly until the loan is paid in full.	—	%	10,861	82,261

In September 2024, the Company entered into an agreement with individuals totaling in the amount of $590,000. There is no stated maturity, the proceeds of which are to be used for a future acquisition. $290,000 was exchanged to Series B Preferred stock in June 2025	—	%	300,000	590,000

In October 2024, the Company entered into an agreement with individuals totaling in the amount of $950,000. There is no stated maturity, the proceeds of which were to be used for a future acquisition which did not occur.	—	%	950,000	950,000

In November 2024, the Company entered into a merchant cash advance agreement in the amount of $340,000 to be paid weekly until the loan is paid in full.	—	%	256,713	311,713

In December 2024, the Company entered into a merchant cash advance agreement in the amount of $111,300 to be paid weekly until the loan is paid in full. The loan was fully converted to Common Stock.	—	%	—	111,300

F-19

In December 2024, the Company entered into a twelve-month loan with an individual in the amount of $225,000 . The loan matured in December 2025 with principal and interest due at maturity.	12	%	225,000	225,000

In January 2025, the Company entered into a 12-month loan with individuals in the amount of $350,000. The note included 100% warrant coverage. The loan had a maturity of January 2026 with principal and interest due at maturity with conversion price of $10.00 per share. The loans of $150,000 were exchanged to Series B Preferred stock in June 2025.	12	%	200,000	—

In July 2025, the Company entered into a convertible promissory note in the amount of $30,000. The loans was due on August 31, 2025	12	%	30,000	—

In August 2025, the Company entered into a convertible promissory note with individuals totaling in the amount of $241,280. The loan had a maturity of May 2026 with principal and interest due at maturity. The loans are convertible at 75% multiplied by the lowest trading price for the Company’s common stock during the 10 trading day period ending on the latest complete trading day prior to the conversion date, subject to a 4.99% equity blocker.	22	%	241,280	—

F-20

In August 2025, the Company entered into a convertible promissory note in the amount of $183,280. The loan had a maturity of June 2026 with principal and interest due at maturity. The loans are convertible at 75% multiplied by the lowest trading price for the Company’s common stock during the 10 trading day period ending on the latest complete trading day prior to the conversion date, subject to a 4.99% equity blocker	22	%		183,280			—

In September 2025, the Company entered into a twelve-month loan with individuals totaling in the amount of $2,200,000. The loan matures in September 2026 with principal and interest due at maturity and is convertible into the Company’s Common Stock at a conversion price equal to the lower of $1.75 and $0.01 above the closing price on the date of conversion.	0	%		2,200,000			—

In November 2025, the Company entered into a twelve-month loan with individuals totaling in the amount of $500,000. The loan matures in November 2026 with principal and interest due at maturity and is convertible into the Company’s Common Stock at a conversion price equal to the lower of $1.75 and $0.01 above the closing price on the date of conversion.	0	%		500,000			—

	Total notes payable		$	6,255,893		$	14,635,517

	Less notes discount			(26,894	)		(3,031,917	)
	Less current portion			(6,225,581	)		(9,632,505	)

	Long-term notes payable		$	3,418		$	1,971,095

F-21

Splash Beverage Group, Inc.

Notes to the Consolidated Financial Statements

Note 4 – Notes Payable, ~~Shareholder~~Stockholder Notes Payable, and Revenue Financing Arrangements, continued

Interest expense on notes payable was $32,~~702~~253,~~611 and~~260 and $13,~~856~~702,~~777~~ 611 for the years ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively. Accrued interest was $32,~~610~~282,~~329,~~ 528 and $13,~~714~~610,~~646~~ 329 at December 31, ~~2024~~ 2025 and December 31, ~~2023~~2024 , respectively. The Company’s effective interest rate was 22.85% and 20.53% for the ~~year~~years ended December 31, 2025 and December 31, 2024, respectively.

The Company’s convertible note balances are convertible into ~~505~~944,~~257~~685 and ~~278~~505,~~187~~257 shares of Common Stock for the years ended December 31, ~~2024~~2025 and ~~2023~~2024. These amounts are reflective of the 1 for 40 reverse split.

As of December 31, 2024, and December 31, 2023, the balance of the unamortized debt discount was $326,~~677,143~~896 and 283,~~474~~677,~~946~~143 respectively. The Company adopted ASU 2020-06 on January 1, 2024, ~~which~~ which resulted in the reversal of the original beneficial conversion feature (BCF) amount to additional paid in capital for $2,191,103, ~~reversal~~ reversal of the unamortized debt discount related to the beneficial conversion feature (BCF) for $932,047 with the balance being recorded ~~through~~ through retained earnings for $1,259,056.

Notes discount of $3,~~251~~401,~~106~~524 and $3,~~832~~251,~~628~~106 for the year ending December 31, ~~2024~~2025 and ~~2023~~2024 respectively is related to the discounted warrants and common shares issued in connection with the notes.

In June 2025, the Company exchanged approximately $1216.674 million of outstanding promissory notes for newly issued preferred equity. The Company isdid ~~undertaking~~this ~~these transactions to~~ exchange ~~debt~~ ~~for equity~~ as part of its effort to regain compliance with the ~~shareholder~~stockholder equity requirements of the NYSE American. By exchanging debt for equity, the Company enhances balance sheet, reduces interest expense, and improves ~~shareholder~~stockholder equity position in furtherance of its goal of complying with exchange requirements. The exchange was the result of an agreement between note holders and the ~~company~~Company. The Company is still assessing the accounting impacts of these exchanges.

	Interest Rate	December 31, 2024			December 31, 2023
Schedule of notes payable
Shareholder Notes Payable
	Interest Rate	December 31, 2025			December 31, 2024
In April 2024, revised Feb 2023 shareholder advance in the amount of $200,000. The annual interest rate is 12% with a conversion price of $0.35 per share. The revised note included 571,429 share of warrant coverage. The loan matures in July 2025 with interest due semiannually.	12%		200,000			200,000
Stockholder Notes Payable
	Less current portion		(200,000	)		(200,000	)
In April 2024, revised Feb 2023 stockholder advance in the amount of $200,000. The annual interest rate is 12% with a conversion price of $0.35 per share. The revised note were exchanged to Series B Preferred stock in June 2025.	12%		—			200,000
	Less current portion		—			(200,000	)
	Long-term notes payable	$	—		$	—

Interest expense on related party notes payable was $2411,~~000~~720 and $2024,~~400~~000 for the year ~~years~~ ended December 31, ~~2024~~2025 and ~~2023~~2024, respectively.

As of December 31, ~~2024~~2025, the Company’s convertible note balances are convertible into ~~553~~6,~~631~~ 126,419 shares of Common Stock

F-1922

Splash Beverage Group, Inc.

Notes to the Consolidated Financial Statements

Note 5 – Licensing Agreement and Royalty Payable

The ~~Company had a~~ licensing agreement ~~with~~between ~~ABG~~ TapouT, LLC (“TapouT”), providing the Company with licensing rights to the brand “TapouT” (i)energy drinks, (ii) energy bars, (iii) coconut water, (iv) electrolyte gum/chews, (v) energy shakes, (vi) powdered drink mix, (viii) water (including enhanced water), (vii) energy shots, (viii) teas, and ~~(ix) sports drinks sold in~~ the ~~North America (including US Territories and Military Bases), United~~ ~~Kingdom, Brazil, South Africa, Australia, Scandinavia, Peru, Colombia, Chile and Guatemala. The~~ Company was ~~required~~terminated ~~to pay a 6% royalty on net sales, as defined, and are required to make minimum monthly payments of $55,000~~ in ~~2024 and 2023. The licensing agreement between TapouT LLC and the Company was terminated during~~ Q1 2024. The parties are engaged in active and constructive settlement discussions pursuant to the terms of the agreement’s termination provisions. ~~The~~Based on the settlement discussions, the Company anticipates that any final settlement will not exceed the amounts already recorded in its legal reserve and accrued accounts payable. The Company has reserved $330,000 that is included in legal reserve in the consolidated statement of operations and comprehensive loss relating to the termination of the licensing agreement.

~~The~~In ~~Company~~connection ~~has~~with ~~accrued~~the ~~guaranteed~~Copa ~~minimum~~Asset ~~royalty~~Purchase ~~payments $55~~ Agreement,~~000~~ ~~for~~we acquired the ~~year~~license ~~ended~~to incertain ~~December~~patents ~~2024~~from 1/4 Vin SARL (“1/4 Vin”). ~~The~~On ~~royalty~~February ~~expense~~16, ~~$55~~2018,~~000~~ isthe ~~included~~Copa inDI Vino® ~~general~~entered ~~and~~into ~~administrative~~three ~~expenses~~separate license agreements with 1/4 Vin SARL, (1/4 Vin). 1/4 Vin has the right to license ~~The~~ certain ~~licensing~~patents ~~agreement~~and ~~between~~patent ~~TapouT~~applications ~~LLC~~relating to inventions, systems, and methods used in the Company’s ~~has~~manufacturing process. ~~been~~In ~~terminated.~~exchange ~~The~~for ~~parties~~notes ~~are~~payable, ~~engaged~~1/4 inVin ~~active~~granted ~~and~~the ~~constructive~~Company ~~settlement~~a nonexclusive, royalty-bearing, non-assignable, ~~discussions~~ nontransferable, ~~pursuant~~terminable tolicense ~~the~~which ~~terms~~would ofcontinue until the ~~agreement’s~~subject ~~termination~~equipment ~~provisions~~is no longer in service or the patents expire. On ~~The~~April ~~Company~~4, ~~anticipates~~2025, ~~that~~the ~~any~~Company ~~final~~entered into a settlement ~~will~~agreement with CdV (the “Settlement Agreement”) under which the ~~not~~ parties ~~exceed~~agreed to the ~~amounts~~settlement ~~already~~of ~~recorded~~two lawsuits brought by CdV against the Company in ~~its~~Oregon ~~legal~~and ~~reserve~~Florida, and ~~accrued~~the ~~accounts~~Company ~~payable~~agreed to pay CdV a total of $0.7 ~~The~~million ~~Company~~with ~~has~~interest ~~reserved~~accruing at 12% per annum, with installment payments beginning on November 4, 2025 in monthly payments of $~~330~~63,000 ~~that~~plus isapplicable ~~included~~accrued interest. The Settlement Agreement provides for certain events of default, the in occurrence ~~legal~~of ~~reserve~~which, insubject to the ~~condensed~~Company’s ~~consolidated~~right ~~statement~~to cure within 15 days as to a payment default or 30 days with respect to other defaults, would entitle CdV to accelerate payment of ~~operations~~the settlement amount, file suit against the Company and/or ~~comprehensive~~exercise ~~loss~~its right to setoff against any funds or other property in CdV’s possession.

InSee ~~connection~~discontinued ~~with~~footnote ~~the~~10 Copa Asset Purchase Agreement, we acquired the license to certain patents from 1/4 Vin SARL (“1/4 Vin”) On February 16, 2018, the Copa DI Vino® entered into three separate license agreements with 1/4 Vin SARL, (1/4 Vin)below. 1/4 Vin has the right to license certain patents and patent applications relating to inventions, systems, and methods used in the Company’s manufacturing process. In exchange for notes payable, 1/4 Vin granted the Company a nonexclusive, royalty-bearing, non-assignable, nontransferable, terminable license which would continue until the subject equipment is no longer in service or the patents expire.

Note 6 – Stockholders’ Equity

Common Stock

~~The~~On March 27, 2025, the Company ~~underwent~~implemented a 1.0 for 40.0 reverse stock split. ~~of its~~The ~~Common~~reverse ~~Stock~~stock split was authorized by the Company’s Board of Directors on March 2714, 2025. All ~~share~~numbers of ~~amounts~~shares ~~and~~of ~~per~~Common ~~share~~Stock ~~amounts~~have ~~are~~been ~~retroactively~~ adjusted to reflect the ~~effect~~split. The purpose of ~~the~~this reverse split was to ensure that the Company could meet the per share price requirements of the NYSE American.

On ~~September~~May 291, ~~2023~~2024, the Company entered into a ~~securities~~ securities purchase agreement with certain accredited investors. Pursuant to such agreements, the Company sold: (i) senior convertible notes in the aggregate original principal amount of $1,~~250~~850,000, convertible into up to 36115,~~765~~625 shares of Common Stock ~~of the Company~~, ~~par value $0.001 per share (“Common Stock”),~~ subject to adjustments as provided in the Notes, (ii) 1523,~~625~~125 shares of Common Stock (the “Commitment Shares”), (ii) warrants to ~~acquire~~initially acquire up to an aggregate of 31115,~~250~~625 additional shares of Common Stock (the “Warrants”) at an exercise price of $34.0 per ~~Warrant Share~~share.

OnA ~~May~~convertible 1,promissory ~~2024,~~note ~~the~~was ~~Company~~issued ~~entered~~to ~~into~~stockholder aon ~~securities purchase~~April ~~agreement with certain accredited investors. Pursuant to such agreements~~15, ~~the Company sold: (i) senior convertible notes in the~~2024 ~~aggregate~~for ~~original principal amount of~~ $1200,~~850,~~000, ~~convertible~~at ~~into~~12% upwith toconversion ~~115,625~~price ~~shares~~ of ~~Common~~$14.0 ~~Stock,~~per ~~subject~~share. toThe ~~adjustments~~note asincluded ~~provided in the Notes~~14,286 ~~(ii)~~warrants. ~~23,125~~The ~~shares~~loan ofmatured ~~Common~~in ~~Stock~~July ~~(the~~2025 ~~“Commitment~~with ~~Shares”),~~principal and ~~(ii)~~interest ~~warrants~~due tosemi-annually. ~~initially~~Accrued ~~acquire~~interest ~~up to an aggregate~~ of ~~115~~$27,~~625~~370 ~~additional~~was ~~shares~~paid ofprior ~~Common~~to ~~Stock~~August ~~(the~~15, ~~“Warrants”) at an exercise price of $34~~2024.~~0 per Warrant Share.~~

~~During the year ended December 31, 2024, the Company granted share~~F-based awards to certain consultants totaling 48,958 shares of Common Stock at a weighted average price of $9.60, 16,250 shares for extension of note, 466,000 shares on conversion of convertible instruments, 23~~,125 shares on debt discount and 7,250 shares for non-cash compensation.~~

F-20

Splash Beverage Group, Inc.

Notes to the Consolidated Financial Statements

Note 6 – Stockholders’ Equity, continued

A convertible promissory note was issued to shareholder on April 15, 2024 for $200,000 at 12% with conversion price of $14.0 per share. The note included 14,286 share of warrant coverage. The loan matures in July 2025 with principal and interest due semi-annually. Accrued interest of $27,370 was paid prior to August 15, 2024.

Preferred Stock

AsThe ofCompany evaluated the ~~date~~classification of ~~this~~the ~~filing,~~Preferred Stock ~~the~~and ~~Company~~related ~~has~~warrants issued ~~four~~ ~~series~~with ofthe ~~preferred stock:~~ Series A~~, A~~-1 Preferred Stock in accordance with ASC 480, BDistinguishing Liabilities from Equity, and ASC 815, Derivatives and CHedging. Based on this assessment, ~~each~~management ~~with~~determined ~~distinct~~that ~~rights~~the Preferred Stock and ~~preferences~~warrants asmeet the ~~outlined~~criteria ~~below~~for equity classification. ~~Note~~Specifically, ~~agreements were~~the ~~amended~~instruments are not mandatorily redeemable, do not embody obligations to berepurchase the ~~exchanged~~Company’s ~~for~~shares ~~Preferred~~by Btransferring assets, and ~~the~~do ~~impact~~not require settlement in a variable number of ~~those~~shares ~~amendments~~with a monetary value that is ~~subject~~fixed, tied to ~~further~~a ~~review~~variable other than the Company’s own stock, or indexed to something other than the Company’s stock. The warrants are indexed solely to the Company’s Common Stock and meet the scope exception under ASC 815-10-15. Accordingly, the Preferred Stock and related warrants have been classified as components of stockholders’ equity in the accompanying condensed consolidated financial statements.

The Company has issued four series of preferred stock: Series A, A-1, B, and C, each with distinct rights and preferences as outlined below. Note agreements were amended to be exchanged for Preferred B and the impact of those amendments is subject to further review. The Series A was automatically redeemed after the Company’s 2025 annual stockholders’ meeting.

Voting Rights

● Series A carries 25,000 votes per share but is limited solely to voting on the authorization of additional shares. It has no other voting rights. Series A is expected to be retired. ● Series A-1 carries 231 votes per share. ● Series B and Series C do not carry any voting rights.

	●	Series A-1 carries 180 votes per share.
	●	Series B and Series C do not carry any voting rights.

Dividends

● Series A does not accrue dividends. ● Series A-1 and Series B carry a fixed 12% annual dividend, payable quarterly in arrears, in either cash or payment-in-kind (PIK) at the Company’s discretion. These dividends are mandatory and take priority over any dividends on Common Stock, regardless of whether Common Stock dividends are declared. ● Series C does not accrue dividends.

	●	Series A-1 and Series B carry a fixed 12% annual dividend, payable quarterly in arrears, in either cash or payment-in-kind (PIK) at the Company’s discretion. These dividends are mandatory and take priority over any dividends on Common Stock, regardless of whether Common Stock dividends are declared.
	●	Series C does not accrue dividends.

Conversion into Common Stock

● Series A ~~is not convertible. ● Series A~~-1 is convertible into Common Stock at 80% of the VWAP, subject to a floor of $1.25 and a ceiling of $4.00. A-1 is convertible into a range of ~~162~~262,500 to ~~520~~840,000 ~~common~~Common ~~shares~~Stock. ● Series B is also convertible at 80% of the VWAP, with a floor of $1.25 and a ceiling of $6.00, and is convertible into a range of 2,118,333 to 10,168,000 ~~common~~Common ~~shares~~Stock. ● Series C is convertible at a fixed price of $3.00, resulting in the potential issuance of 6,666,667 ~~common~~Common ~~shares~~Stock upon conversion. The parties agreed on April 9, 2026 that, notwithstanding anything in the Agreement or in any other agreements and documents between the parties to the contrary, the parties hereby agree to rescind and nullify the Transaction effective December 31, 2025. In the furtherance thereof, the Company hereby agrees to transfer the Purchased Assets to Utopia, and Utopia hereby agrees to surrender the Purchase Price consisting of 20,000 shares of the Company’s Series C Convertible Preferred Stock which were issued to Utopia, to the Company, in each case effective as of December 31, 2025

Redemption – at the sole discretion of the Company.

● Series A is redeemable by the Company after the special meeting for $1,000. ● Series A-1 and Series B are redeemable by the Company after two years from the date of issuance, for $650,000 and $12,700,000, respectively. ● Series C is not redeemable.

	●	Series A-1 and Series B are redeemable by the Company after two years from the date of issuance, for $1,050,000 and $12,700,000, respectively.
	●	Series C is not redeemable.

~~Seniority~~F-24

● Series B is the most senior class (Seniority Level 1). ● Series A-1 ranks junior to Series B (Seniority Level 2). ● Series C is the most junior class (Seniority Level 3). ● Series A is a governance-related instrument and does not participate in liquidation or dividend preferences.

F-21

Splash Beverage Group, Inc.

Notes to the Consolidated Financial Statements

Note 6 – Stockholders’ Equity, continued

Seniority

	●	Series B is the most senior class (Seniority Level 1).
	●	Series A-1 ranks junior to Series B (Seniority Level 2).
	●	Series C is the most junior class (Seniority Level 3).

In May - December 2025, the Company issued 1,300 shares of Series A-1 Preferred Stock in exchange for approximately $1,300,000, of which 150 shares were issued during July 2025 in exchange for $150,000. Series A-1 shares are convertible into common stock, subject to shareholder approval. Investors of A-1 Shares also received 262,500 1-year A Warrants exercisable into common stock at 80% of 5-day VWAP, and 262,500 5-year B Warrants exercisable into common stock at $4.00.

In June 2025, the Company issued 1,000 shares of Preferred A Stock to Robert Nistico, Director, a related party. Preferred A is super voting preferred, not convertible into common stock. Mr. Nistico is the sole holder of Preferred A. The Company redeemed all 1,000 shares of Preferred A Stock. As of December 31, 2025, no shares of Preferred A Stock were issued and outstanding.

In June 2025, the Company exchanged previously issued convertible notes, $10,580,336 of principal and $2,090,105 interest for 126,710 shares of Preferred Stock B, eliminating $7,699,596 of current liabilities and $2,070,712 of long-term liabilities. These liabilities were previously carried net of unamortized discounts. Debt agreements were amended to be exchanged for Preferred B. The Series B shares are convertible into common stock, subject to shareholder approval. The note discount on the date of conversion was 1,843,519, The loss on extinguishment of debt was $5,560,482 recorded in accordance with ASC 470. The fair market value of the Preferred Stock B utilized in the computation of the loss on extinguishment was $16,387,404.

In June 2025, the Company acquired certain assets, including all contractual water rights to the aquifer located in Garabito, Puntarenas, Costa Rica. The Company issued 20,000 shares of Series C Preferred Stock as consideration, at an initial stated value of $1,000 per share. Management determined that the transaction is an asset acquisition under ASC 805, as substantially all of the fair value is concentrated in a single identifiable asset—the water rights—and no substantive processes were acquired. The acquisition of the water rights was recorded at a cost of $20 million, which is the fair value of the Series C preferred shares issued as consideration for the acquisition of the water rights. The Series C shares are convertible into common stock, subject to shareholder approval. The Series C were subsequently cancelled. See Note 1.

During the year ended December 31, 2025, 3,979 shares of Preferred-B were converted into 328,779 shares of common stock.

Stock Plans

A summary of the Company’s stock option plan and changes during the year ended is as follows:

Schedule of stock option activity
Plan Category	No. of Shares to be Issued Upon Exercise or Vesting of Outstanding Stock Options		Weighted Average Exercise Price of Outstanding Stock Options		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities
Equity compensation plan approved by board of directors		216,212	$	29.60		44,534
Total		216,212	$	29.60		44,534

~~Please~~F-25

In July 2020, the Board adopted the 2020 Stock Incentive Plan (the “2020 Plan”), which provides for the grant of Options, Restricted Stock Awards, Stock Appreciation Rights, Performance Units and Performance Bonuses to consultants and eligible recipients. The total number of shares that may be issued under the 2020 plan was 42,146 at the time the 2020 plan was adopted as of December 31, 2024.

The 2020 Plan has an “evergreen” feature, which provides for the annual increase in the number of shares issuable under the plan by an amount equal to 5% of the number of issued and outstanding common shares at year end, unless otherwise adjusted by the board. At January 1, 2023 and 2024, the number of shares issuable under the 2020 plan increased by 51,357 and 74,607 shares, respectively.

In October 2023, the shareholders voted to increase the number of shares issuable under the Plan to 7.5%.

At December 31, 2024 the number of shares authorized under the 2020 plan is 44,534.

The following is a summary of the Company’s stock option activity:

Options	2024				2023
	Stock options		Weighted average		Stock options		Weighted average
Balance – January 01		106,475	$	45.04		28,775	$	44.80
Granted		112,125		14.80		86,025		45.20
Exercises		—		—		—		—
Cancelled		2,388		30.8		8,325		45.2
Balance – December		216,212	$	29.60		106,475	$	45.20
Exercisable - December 31		176,520	$	32.40		97,770	$	44.80

* These prices are reflective of the price modification made on April 24, 2023.

F-22

Splash Beverage Group, Inc.

Notes to the Consolidated Financial Statements

Note 6 – Stockholders’ Equity, continued

~~During~~2020 ~~2023,~~Plan ~~the~~adjusted ~~Company~~for granted 84,400 options to employees and directors at weighted average strike price of $45.20, weighted average expected life of 6.0 years, weighted average volatility of 264.3%, weighted average risk-free rate of 3.6% and no dividend. On April 24, 2023, the ~~Company~~1 ~~modified~~for ~~the price of 103,350 options to $44.8 from a weighted average price of $102.~~40. ~~The~~reverse ~~options have a weighted average expected life of 6~~split.3 years, weighted average volatility of 266.7%, weighted average risk-free rate of 3.6% and no dividend. Following ASC Topic 718 the Company recognized an incremental expense from the modification of the option pricing resulting in an expense of $7,348 that was reflected during 2023.

The 2020 Plan has an “evergreen” feature, which provides for the annual increase in the number of shares issuable under the plan by an amount equal to 5% of the number of issued and outstanding Common Shares at year end, unless otherwise adjusted by the board. In October 2023, the stockholders voted to increase the number of shares issuable under the Plan to 7.5%. At January 1, 2024 and 2025, the number of shares issuable under the 2020 Plan increased by 83,119 and 125,238 shares, respectively.

The following is a summary of the Company’s stock option activity:

Schedule of stock option activity
Options	2025				2024
	Stock options		Weighted average		Stock options		Weighted average
Balance – January 01		216,212	$	29.60		106,475	$	45.04

Granted		15,000		6.04		112,125		14.80
Exercises		—		—		—		—
Cancelled		26,958		10.54		2,388		30.8

Balance – December		204,254	$	30.39		216,212	$	29.60

Exercisable - December 31		189,827	$	30.21		176,520	$	32.40

* These prices are reflective of the price modification made on April 24, 2023.

The Company determined the grant date fair value of the options granted using the Black Scholes Method using the following assumptions:

	December 31, 2024			December 31, 2023
Schedule of stock option assumption
Risk-free interest rates		4.64	%		3.84	%
	December 31, 2025			December 31, 2024
Exercise price	$	13.20 – 21.60		$	22.00
Risk-free interest rates		4	%		4.64	%
Expected life		5 years			5 years
Exercise price	$	6.04		$	13.20 – 21.60
Expected volatility		227% - 256	%		228.34	%
Expected life		10 years			5 years
Expected volatility		254	%		227% - 256	%
Expected dividends		—			—

The fair value of stock options granted in ~~2024~~2025 has been measured at ~~112~~15,~~125~~000 shares using the Black-Scholes option pricing model with the following assumptions: exercise price $136.~~2 to $21.60~~04, ~~expected~~ expected life ~~5 to~~ 10 years, expected volatility 254%, expected dividends 0%, risk free rate 4.640%.

During the year ended December 31, 2024, the fair value of options granted amounted to $1,646,200. As of December 31, 2024, the intrinsic value of stock options outstanding and exercisable was $0. Stock compensation expense for the years ended December 31, 2024 and 2023 was $1,411,883 and $840,817, respectively.F-26

At December 31, 2024, there was approximately $300,000 unrecognized compensation costs related to stock options which will be recognized over the weighted average remaining years of 0.84.

The following is a summary of the Company’s Warrant activity and reflects the 1 for 40 reverse split.

Warrants	December 31, 2024				December 31, 2023
	Number of Warrants		Weighted Average Exercise Price		Number of Warrants		Weighted Average Exercise Price
Balance – beginning of the year		354,502	$	62.76		358,597	$	74.00
Granted		287,086		20.80		56,250		23.20
Exercises		—		—		1,703		87.60
Cancelled		—		—		58,642		92.80
Balance - end of the year		641,588	$	43.79		354,502	$	62.76

F-23

Splash Beverage Group, Inc.

Notes to the Consolidated Financial Statements

Note 6 – Stockholders’ Equity, continued

During the year ended December 31, 2025, the fair value of options granted amounted to $90,531. As of December 31, 2025, the intrinsic value of stock options outstanding and exercisable was $0. Stock compensation expense for the years ended December 31, 2025 and 2024 was $264,981 and $1,411,883, respectively.

On July 31, 2025, the Board of Directors approved the issuance of 5,150,000 warrants to directors, officers, and employees with an exercise price of $0.80 per share and a ten-year term. The awards included grants to directors, the President, the then Chief Financial Officer, and certain employees, with vesting terms consistent with the award agreements. All warrants are fully vested except those issued to the former Chief Executive Officer, Robert Nistico, for whom one-third (250,000) was vested as of December 31, 2025 and 500,000 vest in equal 62,500 share increments quarterly over a two-year period with the first such vesting date being October 31, 2025. As such, as of December 31, 2025, 437,500 of Mr. Nistico’s warrants were vested and 312,500 were unvested.

For the year ended December 31, 2025, the Company recorded stock-based compensation expense of $8,456,951, measured using the Black-Scholes option pricing model with the following assumptions: exercise price $1.40, expected life 5 years, expected volatility 254%, expected dividends 0%, risk free rate 4.37%.

The following is a summary of the Company’s warrant activity and reflects the 1 for 40 reverse split.

Schedule of warrant activity
Warrants	December 31, 2025				December 31, 2024
	Number of Warrants		Weighted Average Exercise Price		Number of Warrants		Weighted Average Exercise Price

Balance – beginning of the year		641,588	$	43.79		354,502	$	62.76

Granted		6,372,084		1.40		287,086		20.80
Exercises		—		—		—		—
Cancelled		—		—		—		—

Balance - end of the year		7,013,672	$	5.29		641,588	$	43.79

The fair value of warrants recognized in the period has been estimated using the Black-Scholes option pricing model with the following assumptions.

	December 31, 2024			December 31, 2023
Schedule of assumptions used in Black-Scholes option pricing model
Risk-free interest rates		4.64	%		3.84	%
	December 31, 2025			December 31, 2024
Exercise price	$	10.0 – 34.0		$	22.0
Risk-free interest rates		4.37	%		4.64	%
Exercise price	$	0.8 – 4.0		$	10.0 – 34.0
Expected life		5 years			5 years
Expected volatility		254	%		254	%
Expected dividends		—			—

F-27

Splash Beverage Group, Inc.

Notes to the Consolidated Financial Statements

Note 7 – Related Parties

During the normal course of business, the Company incurred expenses related to services provided by ~~the~~its ~~CEO~~then Chief Executive Officer or Company expenses paid by ~~the~~its ~~CEO~~then Chief Executive Officer, resulting in related party payables. In conjunction with the acquisition of Copa di Vino, the Company also entered into a Revenue Loan and Security Agreement (the “Loan and Security Agreement”) by and among the Company, Robert Nistico, its then Chief Executive Officer, as an additional Guarantor and each of the subsidiary guarantors from time-to-time party thereto (each a “Guarantor”, and, collectively, the “Guarantors”), and Decathlon Alpha IV, L.P. (the “Lender”). The Note Payable to Decathlon with a balance of $12,~~995~~325,~~950~~544 at December 31, ~~2024~~2025 and $1,~~361~~995,~~395~~950 at December 31, ~~2023~~2024.

~~There~~On ~~were~~September ~~related~~2024 ~~party~~and ~~advances~~November ~~from~~2024 ~~our~~the ~~chief~~Company ~~executive~~also ~~officer~~entered ininto ~~the~~a ~~amount~~Merchant ofCash ~~approximately~~Advance ~~$0.4~~Agreement ~~million~~(the ~~outstanding~~“Loan asand ofSecurity ~~December~~Agreement”) ~~31,~~by ~~2024~~ and ~~approximately~~among ~~$0.4~~the ~~million~~Company, Robert Nistico, as an additional Guarantor and each of ~~December 31,~~the ~~2023.~~subsidiary ~~This~~Guarantors ~~amount~~from ~~includes~~time-to-time aparty ~~shareholder~~thereto, ~~note~~and ~~payable~~with inTimeless Funding LLC (the “Lender”). ~~amount~~The ofLoan ~~$0.2~~and ~~million~~Security ~~outstanding~~Agreement asprovided a loan of ~~December~~$325,000 31and $340,000, ~~2024.~~with ~~The~~the ~~annual~~ gross and interest ~~rate~~amount of $172,250 ~~the~~and ~~note~~$173,400 isrespectively ~~12%~~ with athe ~~conversion~~Lender ~~price~~(the of“Credit ~~$14~~Facility”).0 ~~per~~There ~~share.~~was ~~The~~$497,188 ~~note~~and ~~includes 14~~$311,~~285~~713 ~~shares~~respectively outstanding under this agreement as of ~~warrant~~December ~~coverage~~31, 2025.

In June 2025, the Company issued 1,000 shares of Preferred A Stock to Robert Nistico, our then Chief Executive Officer, a related party. Preferred A is super voting preferred, not convertible into Common Stock. Mr. Nistico is the sole holder of Preferred A. As of December 31, 2025 the shares were redeemed and cancelled by the Company.

On July 31, 2025 as subsequently modified, the Company’s Board of Directors granted Robert Nitisco 750,000 five-year Warrants , exercisable at $0.80 per share. See Note 6.

Note 8 – Investment in Salt Tequila USA, LLC

The Company has a marketing and distribution agreement with SALT inTequila ~~Mexico~~USA, LLC (“SALT”) for the manufacturing of our Tequila product line in Mexico.

The Company has a 22.5% percentage ownership interest in SALT ~~Tequila USA~~, ~~LLC~~this ~~(“SALT”),~~investment is ~~and~~carried ~~has~~at ~~the~~cost ~~right~~less toimpairment, ~~increase~~the ~~its~~investment ~~ownership~~does tonot ~~37.5%.~~have ~~This~~a ~~investment~~readily isdeterminable ~~accounted~~fair ~~for~~value. atThe ~~cost as the~~ Company ~~does~~has ~~not have~~ the ~~ability~~right to ~~exercise~~increase our ~~significant~~ownership ~~influence~~to ~~over SALT Tequila USA, LLC~~37.5%.

SALT Tequila was not produced or sold by the Company during the year ended December 31, 2025. It’s unlikely the Company will continue selling SALT in the future.

Note 9 – Lease

The Company has various operating lease agreements primarily related to real estate and office space. The Company’s real estate leases represent a majority of the lease liability. Lease payments are mainly fixed. Any variable lease payments, including utilities, and common area maintenance are expensed during the period incurred. Variable lease costs were immaterial for the year ended December 31, ~~2024~~2025 and ~~2023~~2024. A majority of the real estate leases include options to extend the lease. Management reviews all options to extend at the inception of the lease and account for these options when they are reasonably certain of being exercised.

~~Operating lease expense is recognized on a straight~~F-line basis over the lease term and is included in operating expense on the Company’s condensed consolidated statement of operations and comprehensive loss. Operating lease cost was $360,409 and $363,890 during the twelve-month period ended December 31, 2024 and 2023, respectively.28

The following table sets for the maturities of our operating lease liabilities and reconciles the respective undiscounted payments to the operating lease liabilities in the consolidated balance sheet at December 31, 2024

F-24

Splash Beverage Group, Inc.

Notes to the Consolidated Financial Statements

~~Note~~Operating 9lease –expense ~~Lease~~is ~~continued~~recognized on a straight-line basis over the lease term and is included in operating expense on the Company’s condensed consolidated statement of operations and comprehensive loss. Operating lease cost was $322,020 and $360,409 during the twelve-month period ended December 31, 2025 and 2024, respectively.

Undiscounted Future Minimum Lease Payments	Operating Lease
2025	$	318,219
2026		52,703
2027		2,976
Total		373,898
Amount representing imputed interest		(15,034	)
Total operating lease liability		358,864
Current portion of operating lease liability		(305,167	)
Operating lease liability, non-current	$	53,697

The table below presents information for lease costs related to our operating leases at December 31, 2024:


Undiscounted Future Minimum Lease Payments	Operating Lease

2026		52,703
2027		2,976
Total		55,679
Amount representing imputed interest		(1,983	)
Total operating lease liability		53,696
Current portion of operating lease liability		(50,720	)
Operating lease liability, non-current	$	2,976

Operating lease cost:
Amortization of leased assets	$	337,228
Interest of lease liabilities		23,181
Total operating lease cost	$	360,409

The table below presents information for lease costs related to our operating leases at December 31, 2025:

The table below presents lease- related terms and discount rates at December 31, 2024:

Schedule of lease costs
Operating lease cost:
Amortization of leased assets	$	308,968
Interest of lease liabilities		13,052
Total operating lease cost	$	322,020

Remaining term on leases			25 months
Incremental borrowing rate			5.0	%

The table below presents lease- related terms and discount rates at December 31, 2025:

Note 10 – Segment Reporting



Remaining term on leases	10.75 months
Incremental borrowing rate	4.17	%

NOTE 10 – Discontinued operations

On December 24, 2020, the Company entered into an Asset Purchase Agreement with CdV, pursuant to which the Company purchased certain assets and assumed certain liabilities that comprise the CdV business for a total purchase price of $5,980,000, payable in the combination of $2,000,000 in cash, a $2,000,000 convertible promissory note to CdV and a variable number of shares of the Company’s common stock based on an attainment of revenue hurdles.

F-29

Splash Beverage Group, Inc.

Notes to the Consolidated Financial Statements

Due to the lack of working capital to fund operations, it formed a license agreement with a 3^rd party to allow the continued production and flow of product to the customers so that it could later be recovered as the funding challenges were then deemed as only temporary. As the lack of funding persisted through the full year of 2025, the Company subsequently determined it no longer intends to relaunch the product line. As a result, accordingly, the Company has classified the related assets and liabilities associated with its CdV as discontinued operations in its consolidated balance sheets and the results of its logistics and transportation services business has been presented as discontinued operations in its consolidated statements of operations for all periods presented as the discontinuation of its business had a major effect on its operations and financial results. Unless otherwise noted, discussion in the other notes to consolidated financial statements refers to the Company’s continuing operations.

The following table presents the major classes of assets and liabilities of the discontinued operations related to the Subsidiaries:


	December 31,		December 31,
	2025		2024
Assets of discontinued operations:
Cash	$	—	$	1,557
Accounts receivable, net		—		204,863
Prepaid Expenses		—		92,297
Inventory		—		573,957
PP&E		—		182,598
Total assets of discontinued operations	$	—	$	1,055,272

Liabilities of discontinued operations:
Notes payable, current portion	$	726,625	$	—
Accounts payable		754,087		1,594,561
Accrued expenses		—		45,642
Lease liabilities, current portion		—		246,328
Liabilities of discontinued operations, current portion		1,480,712		1,886,531
Total liabilities of discontinued operations	$	1,480,712	$	1,886,531

The following table summarizes the results of operations of discontinued operations:


	Year Ended December 31,
	2025			2024
Revenues	$	369,666		$	3,353,935
Cost of revenues, excluding depreciation and amortization		416,913			2,878,688
Gross loss		(47,247	)		475,247
Operating expenses		(669,759	)		(2,296,979	)
Impairment loss		—			(4,324,064	)
Other expenses		(168,557	)		(1,681	)
Loss from discontinued operations	$	(885,563	)	$	(6,147,477	)

Filing Compare · SPLASH BEVERAGE GROUP, INC.