SPLASH BEVERAGE GROUP, INC.
For the period ended Aug 7, 2025. Filed Aug 7, 2025.
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Aug 7, 2025 · Filed Aug 7, 2025
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DEF 14A 1 e6759_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
| 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 AUGUST 29, 2025
To the stockholders of Splash Beverage Group, Inc.,
You are cordially invited to attend the 2025 Special Meeting of Stockholders (the “Special Meeting”) of Splash Beverage Group, Inc. (the “Company”) to be held in a virtual-only meeting format via live webcast on the Internet on August 29, 2025, at 10:00 a.m. Eastern Time. At the Special Meeting you will be asked to vote on the following matters:
| 1. | To approve an amendment to our Articles of Incorporation, as amended, to increase the number of authorized shares of common stock, $0.001 par value per share, from 7,500,000 to 400,000,000. |
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” the approval of the authorized share increase proposal. This item of business is more fully described in the proxy statement that is attached to this Notice. The Board of Directors has fixed the close of business on August 6, 2025, 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.
We are using the “Full Set Delivery” method of providing proxy materials to all stockholders of record. Because we have elected to utilize the “Full Set Delivery” option, we are delivering to all stockholders of record paper copies of the Proxy Statement and form of proxy, as well as providing access to the proxy materials on a publicly accessible website. We began distributing this Proxy Statement, the Notice and proxy card on or about August 19, 2025. The Proxy Statement and the Notice are also available atwww.splashbeveragegroup.com.
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 2025 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/SBEV2025SM. 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 |
|---|---|
| August 7, 2025 | |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SPECIAL MEETING OF SHAREHOLDERS
www.splashbeveragegroup.com or www.proxyvote.com
TABLE OF CONTENTS
| Page | |
|---|---|
| General | 1 |
| Questions and Answers | 1 |
| Who Can Help Answer Your Questions? | 6 |
| Risk Factors | 6 |
| Principal Stockholders | 8 |
| Proposal 1 — Increase in Authorized Shares Proposal | 9 |
| Other Matters | 12 |
| Householding of Proxy Materials | 12 |
| Proposals of Stockholders | 12 |
| Where You Can Find More Information | 13 |
Stockholders Should Read the Entire Proxy Statement Carefully Prior to Returning Their Proxies
i
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.