SPLASH BEVERAGE GROUP, INC.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
EDVA$0.19+12.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-07-11.
0001731122-25-000967
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001731122-25-001134
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 42 previous paragraphs and 55 current paragraphs.
23 unchanged; 13 reworded; 19 added; 6 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (19)
Current report
Recent Developments
Current report
In May 2025, the Company issued 650 shares of Series A-1 Preferred Stock in exchange for approximately $650,000. Series A-1 shares are convertible into common stock, subject to shareholder approval, and further discussed in Note 5. Investors of A-1 Shares also received 162,500 1-year A Warrants exercisable into common stock at 80% of 5-day VWAP, and 162,500 5-year B Warrants exercisable into common stock at $4.00. The accounting treatment of this transaction is subject to further review and may be adjusted in the future.
Current report
In June 2025, the Company issued 1,000 shares of Preferred A Stock to Robert Nistico, CEO, a related party. Preferred A is super voting preferred, not convertible into common stock. Mr. Nistico is the sole holder of Preferred A, which is further discussed in Note 5.
Current report
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 shareholder approval and further discussed in Note 5. The accounting treatment of this transaction is subject to further review and may be adjusted in the future.
Current report
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 fair value of the acquired assets has been preliminarily estimated at $20 million and is subject to further evaluation and assessment. The Series C shares are convertible into common stock, subject to shareholder approval, and further discussed in Note 5.
Current report
Results of Operations
Current report
For the three months ended June 30, 2025, the Company did not record any sales compared to revenues of approximately $1.1 million for the three months ended June 30, 2024. This was primarily due to a shortage of operating capital which limited our ability to maintain inventory and fulfil orders. We remain committed to resolving these constraints and resuming normal business activities in the upcoming quarter.
Current report
Revenue for the six months ended June 30, 2025 was $0.4 million compared to revenues of $2.6 million for the six months ended June 30, 2024. The $2.2 million decrease in sales is driven by decreases in both the e-commerce and beverage businesses.
Current report
Cost of goods sold for the six months ended June 30, 2025 was $0.5 million compared to cost of goods sold for the six months ended June 30, 2024 of $2.2 million. The $1.7 million decrease in cost of goods sold was driven by decreased sales in both the e-commerce and beverage business.
Current report
Operating expenses for the six months ended June 30, 2025 were $3.6 million compared to $7.3 million for the six months ended June 30, 2024, a decrease of $3.7 million. The decrease in operating expenses was primarily due to non cash expenses, salary, marketing expense, freight cost and Amazon selling.
Current report
The net loss for the three months ended June 30, 2025 was $8.5 million as compared to a net loss of approximately $5.3 million for the three months ended June 30, 2024. The net loss for the six months ended June 30, 2025 was $12.2 million as compared to a net loss of approximately $10.0 million for the six months ended June 30, 2024. The increase in net loss is due to loss on extinguishment of debt and offset by lower operating expenses and the decrease in amortization of debt discount.
Current report
Interest expenses for the three months ended June 30, 2025 were $0.6 million and for the three months ended June 30, 2024. Interest expenses for the six months ended June 30, 2025 were $1.2 million and for the six months ended June 30, 2024.
Current report
We plan to fund our operations through third party and related party debt/advances, private placement of restricted securities and the issuance of stock in a subsequent offering until such a time as the business achieves profitability or a business combination may be achieved. However, there can be no assurance that we will be successful in raising additional capital or that such capital, if available, will be on terms that are favorable to us. 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, or other similar arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us and/or may reduce the value of our common stock. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market our product candidates even if we would otherwise prefer to develop and market such product candidates ourselves.
Current report
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.
Current report
Capital Resources
Current report
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 forms part of our broader plan to strengthen our balance sheet and regain compliance with NYSE American listing standards.
Current report
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 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 financings and may seek further debt restructurings to improve liquidity and reduce financing costs.
Current report
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.
Current report
There have been no material changes in our contractual obligations from the information disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Removed paragraphs (6)
Previous report
Revenues for the three months ended March 31, 2025 were approximately $0.4 million compared to revenues of approximately $1.5 million for the three months ended March 31, 2024. The $1.1 million decrease in sales is due to a decrease in our beverage sales of $0.8 million. Our revenues from our vertically integrated B2B and B2C e-commerce distribution platform called Qplash decreased approximately $0.3 million due to low inventory. Total sales declined due to limited liquidity to procure inventory to drive third-party sales.
Previous report
Interest expenses for the three months ended March 31, 2025 was $0.6 million compared to $0.5 million for the three months ended March 31, 2024. The $0.1 million increase in interest expense is due to new loans with a principal of $9.0 million.
Previous report
Minimum Royalty Payments:
Previous report
None
Previous report
Inventory Purchase Commitments:
Reworded paragraphs (13)
Previous wording
The information in this discussion may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business strategy and expectations. Any statements that are not of historical fact may be deemed to be forward-looking statements. These forward-looking statements involve substantial risks and uncertainties. In some cases you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue”, the negative of the terms or other comparable terminology. Actual events or results may differ materially from the anticipated results or other expectations expressed in the forward-looking statements. In evaluating these statements, you should consider various factors, including the risks included from time to time in other reports or registration statements filed with the United States Securities and Exchange Commission. These factors may cause our actual results to differ materially from any forward-looking statements. The Company disclaim any obligation to publicly update these statements or disclose any difference between actual results and those reflected in these statements.
Current wording
The information in this discussion may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business strategy and expectations. Any statements that are not of historical fact may be deemed to be forward-looking statements. These forward-looking statements involve substantial risks and uncertainties. In some cases you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” the negative of the terms or other comparable terminology. Actual events or results may differ materially from the anticipated results or other expectations expressed in the forward-looking statements. In evaluating these statements, you should consider various factors, including the risks included from time to time in other reports or registration statements filed with the United States Securities and Exchange Commission. These factors may cause our actual results to differ materially from any forward-looking statements. The Company disclaims any obligation to publicly update these statements or disclose any difference between actual results and those reflected in these statements.
Previous wording
Unless the context otherwise requires, references in this Form 10-Q to “we,” “us,” “our,” or the “Company” refer to Splash Beverage Group and its subsidiaries.
Current wording
Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to “we,” “us,” “our,” or the “Company” refer to Splash Beverage Group, Inc. and its subsidiaries.
Previous wording
Splash Beverage Group, Inc. (the “Company”, “Splash”) seeks 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 is comprehensive in the US and is now expanding to select attractive international markets. Through its division Qplash, Splash’s distribution reach includes e-commerce access to both business-to-business (B2B) and business-to-consumer (B2C) customers. Qplash markets well known beverage brands to customers throughout the US that prefer delivery direct to their office, facilities; and or homes.
Current wording
Splash Beverage Group, Inc. (the “Company” or “Splash”) seeks 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 is comprehensive in the US and is now expanding to select attractive international markets. Through its division Qplash, Splash’s distribution reach includes e-commerce access to both business-to-business (B2B) and business-to-consumer (B2C) customers. Qplash markets well known beverage brands to customers throughout the US that prefer delivery direct to their office, facilities and or homes.
Previous wording
Results of Operations for the Three Months Ended March 31, 2025 compared to Three Months Ended March 31, 2024.
Current wording
The Three Months and Six Months Ended June 30, 2025 compared to Three Months and Six Months Ended June 30, 2024
Previous wording
Cost of goods sold for the three months ended March 31, 2025 were $0.5 million compared to cost of goods sold for the three months ended March 31, 2024 of approximately $1.4 million. The $0.9 million decrease in cost of goods sold for the three-month period ended March 31, 2025 is primarily due to our decreased sales.
Current wording
Cost of goods sold for the three months ended June 30, 2025 was less than $0.01 million compared to cost of goods sold for the three months ended June 30, 2024 of approximately $0.8 million. The decrease in cost of goods sold for the three-month period ended June 30, 2025 was primarily due to our decreased sales.
Previous wording
Operating expenses for the three months ended March 31, 2025 were $2.0 million compared to $3.4 million for the three months ended March 31, 2024 a decrease of $1.4 million. The decrease in our operating expenses was primarily due to non-cash expenses, new staff, benefit cost, freight cost and Amazon selling fees. The net loss for the three months ended March 31, 2025 was $3.5 million as compared to a net loss of approximately $4.7 million for the three months ended March 31, 2024. The decrease in net loss is due to lower operating expenses.
Current wording
Operating expenses for the three months ended June 30, 2025 were $1.7 million compared to $3.9 million for the three months ended June 30, 2024, a decrease of $2.2 million. The decrease in our operating expenses was primarily due to non-cash expenses, new staff, benefit cost, freight cost and Amazon selling fees.
Previous wording
During the quarter ended March 31, 2025, the Company did not meet its payroll obligations for the months of February and March. 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.
Current wording
The Company did not meet its payroll obligations during the period from February to June 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.
Previous wording
Other income was $0 and $0.1 million for the three months ended March 31, 2025 and March 31, 2024 respectively.
Current wording
Other income was $0 and $0.01 million for the three months ended June 30, 2025 and June 30, 2024, respectively.
Previous wording
Amortization of debt discount for the three months ended March 31, 2025 was approximately $1.0 million compared to $0.9 million for three months ended March 31, 2024.
Current wording
Amortization of debt discount for the three months ended June 30, 2025 was approximately $0.7 million compared to $1.0 million for the three months ended June 30, 2024. Amortization of debt discount for the six months ended June 30, 2025 was approximately $1.6 million compared to $1.9 million for six months ended June 30, 2024.
Previous wording
As of March 31, 2025, the Company had total cash and cash equivalents of $0 as compared with $15,346 at December 31, 2024.
Current wording
As of June 30, 2025, the Company had total cash and cash equivalents of $17,213 as compared with $15,346 at December 31, 2024.
Previous wording
Net cash used for operating activities during the three months ended March 31, 2025 was $0.7 million as compared to the net cash used by operating activities for the three months ended March 31, 2024 of $1.3 million. The primary reasons for the change in net cash used are decreases in inventory, accrued expenses and accounts receivable partially offset by increases in account payable.
Current wording
Net cash used for operating activities during the six months ended June 30, 2025 was $1.4 million as compared to the net cash used by operating activities for the three months ended June 30, 2024 of $3.7 million. The primary reasons for the change in net cash used are decreases in interest payable, inventory and accrued.
Previous wording
Net cash provided by financing activities during the three months ended March 31, 2025 was $0.8 million compared to $1.0 million provided from financing activities for the three months ended March 31, 2024. During the three months ended March 31, 2025, the Company received $0.9 million for convertible note, which was offset by repayments to debt holders of $0.1 million.
Current wording
Net cash provided by financing activities during the six months ended June 30, 2025 was $1.4 million compared to $3.7 million provided from financing activities for the six months ended June 30, 2024. During the six months ended June 30, 2025, the Company received $1.7 million for convertible note, which was offset by repayments to debt holders of $0.3 million and shareholder advance in the amount of $0.2 million was exchanged to Series A-1 Preferred Stock.
Previous wording
The Company do 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.
Current wording
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.