Endovia Health Sciences, Inc.
For the period ended Jul 3, 2024. Filed Jul 3, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 3, 2024 · Filed Jul 3, 2024
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DEF 14A 1 e5784_def14a.htm FORM DEF 14A
**UNITED STATES
SECURITIES AND EXCHANGE COMMISSION****
Washington, D.C. 20549
Schedule 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant | ☒ |
|---|---|
| Filed by a party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
SPLASH BEVERAGE GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
**NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 31, 2024
To the stockholders of Splash Beverage Group, Inc.,
This definitive proxy statement is in substantially the same as the preliminary proxy statement that we filed with the Securities and Exchange Commission on June 20, 2024,. You are cordially invited to attend a special meeting of Stockholders of Splash Beverage Group, Inc. (the “Company”) to be held in a virtual-only meeting format via live webcast on the Internet on July 31, 2024, at 10:00 a.m. Eastern Time (the “Special Meeting”). At the Special Meeting you will be asked to vote on the following matters:
| 1. | To approve the issuance of shares of our common stock, par value $0.001 (the “Common Stock”), representing more than 20% of our Common Stock outstanding upon the conversion of Convertible Notes and Warrants issued to certain accredited investors on May 1, 2024, respectively convertible into up to 4,625,000 shares of Common Stock and exercisable into 4,625,000 shares of Common Stock, which amount would be in excess of 19.99% of the issued and outstanding shares of Common Stock, in accordance with section 713 of the NYSE American LLC Company Guide; (“Proposal 1”); |
We also will transact such other business as may properly come before the Special Meeting or any adjournments thereof.
The Board of Directors recommends that you vote at the Special Meeting “FOR” Proposal 1as set forth in this Notice. These items of business are more fully described in the proxy statement that is attached to this Notice. The Board of Directors has fixed the close of business on June 12, 2024, as the “Record Date” for determining the stockholders that are entitled to notice of and to vote at the Special Meeting and any adjournments thereof. A list of stockholders entitled to vote at the meeting will be available for examination by any stockholder, for any purpose related to the meeting to the Special Meeting, by appointment, for a period of ten days before the meeting in person at our corporate offices in Fort Lauderdale, Florida, and in electronic form at the meeting.
It is important that your shares are represented and voted at the meeting. You can vote your shares by completing, signing, and returning your completed proxy card or vote by mail, internet or by fax by following the instructions included in the proxy statement. You can revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the proxy statement.
We are holding the 2024 Special Meeting of Stockholders in a virtual-only meeting format via live webcast on the internet. You will not be able to attend at a physical location. Stockholders will be able to join and attend online by logging in at www.virtualshareholdermeeting.com/SBEV2024SM Your proxy is revocable in accordance with the procedures set forth in the proxy statement.
| By Order of the Board of Directors | |
| /s/ Robert Nistico | |
| Fort Lauderdale, FL | Chief Executive Officer and Director |
|---|---|
| July 3, 2024 | |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SPECIAL MEETING OF SHAREHOLDERS
The Proxy Statement and the 2023 Annual Report on Form 10-K are available at
www.splashbeveragegroup.com or www.proxyvote.com
TABLE OF CONTENTS
| Page | |
|---|---|
| General | 1 |
| Questions and Answers | 1 |
| Who Can Help Answer Your Questions? | 5 |
| Proposal 1 — To approve the issuance of equity in compliance with section 713 of the NYSE American LLC Company Guide | 5 |
| Other Matters | 6 |
| Beneficial Ownership of Company Common Stock by Directors, Officers, and Principal Stockholders | 6 |
| Householding of Proxy Materials | 8 |
| Proposals of Stockholders | 8 |
| Where You Can Find More Information | 8 |
Stockholders Should Read the Entire Proxy Statement Carefully Prior to Returning Their Proxies
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.