SPLASH BEVERAGE GROUP, INC. 8-K

What Happened Splash Beverage Group, Inc. (SBEV) announced on July 6, 2026 that it signed an Exclusive License Agreement with Argent Biopharma Ltd. to acquire exclusive worldwide rights to CannEpil — Argent’s compounded CBD/THC isolate liquid formulation for drug‑resistant and refractory epilepsy and related neurological conditions. The company also entered an Exchange Agreement to issue 5,500 shares of newly designated Series D Convertible Preferred Stock (combined stated value $5,500,000) to a noteholder in exchange for cancellation of approximately $5.5 million of promissory notes.

Key Details

• License date: July 6, 2026; initial term 20 years, auto‑renewing for successive 5‑year periods unless non‑renewed.
• Royalty: 15% of net revenue on Company sales of the Licensed Product, payable until the longer of (a) 10 years after first commercial sale in each country or (b) expiration of the last‑to‑expire patent claiming the product in that country.
• Development milestones: Phase I trial within 24 months; Phase II within 48 months; file a U.S. NDA following successful trials. Licensor may require remediation or terminate if milestones/regulatory approvals aren’t met (including a 5‑year U.S. approval trigger).
• Manufacturing/supply: Licensor granted right to act as manufacturer; parties to negotiate supply and quality agreements in good faith within 90 days.
• Financing/consideration: 5,500 Series D preferred issued to cancel ~ $5.5M of notes (issuance exempt from registration under Section 4(a)(2)/Rule 506(b)). C/M Capital (equity line provider) committed to invest at least $1M within 60 days and will receive a $1M sales bonus (preferred equity, cash, or combo) if the Company achieves $5M cumulative net revenue.

Why It Matters This 8‑K shows SBEV is pursuing a pharmaceutical play in a regulated cannabinoid drug (CannEpil) rather than only beverage/wellness products. The license gives SBEV exclusive commercialization rights but also requires multi‑year clinical development, regulatory approvals, and significant execution (and funding) before meaningful U.S. sales. Key near‑term items for investors to watch: milestone progress (start of Phase I/II trials), potential supply/manufacturing agreements, the $1M investment commitment from C/M, and the company’s ability to raise further capital to support clinical development and commercialization. The deal also materially restructures debt via the $5.5M Series D issuance. The filing includes customary forward‑looking statement cautions.