SPLASH BEVERAGE GROUP, INC.
For the period ended Oct 6, 2025. Filed Oct 6, 2025.
View on SEC.govAbout this filing
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.
Oct 6, 2025 · Filed Oct 6, 2025
Use the contents to explore the available documents and sections.
Contents
Cover page
Show cover page
DEF 14A 1 e6934_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 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 31, 2025
To the stockholders of Splash Beverage Group, Inc.,
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Splash Beverage Group, Inc. (the “Company”) to be held in a virtual-only meeting format via live webcast on the Internet on October 31, 2025, at 10:00 AM, Eastern Time. At the Annual Meeting you will be asked to vote on the following matters:
| 1. | Elect directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified; |
| 2. | Ratify and approve the appointment of Rose, Snyder & Jacobs LLP as Company’s independent registered accounting firm for the fiscal year ending December 31, 2025; |
| 3. | Approve, in accordance with the NYSE American Company Guide Section 713, the issuance of shares of common stock in excess of 379,785 shares, which is 19.99% of the shares of common stock outstanding as of June 25, 2025 (the “Exchange Cap”), pursuant to outstanding convertible preferred stock, warrants and convertible promissory notes; |
| 4. | Approve, in accordance with the NYSE American Company Guide Section 713, the issuance of shares of the Company’s common stock pursuant to that certain securities purchase agreement dated September 19, 2025 (the “ELOC Agreement”) with C/M Capital Master Fund, LP (the “Purchaser”), establishing an equity line of credit pursuant to which the Company may sell shares of common stock to the Purchaser from time to time in its discretion, in excess of and without giving effect to the Exchange Cap;. |
| 5. | Approve the 2025 Equity Incentive Plan; |
| 6. | Approve a possible increase in the Company’s authorized common stock to 400,000,000 shares; and |
| 7. | Approve an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting. |
We also will transact such other business as may properly come before the Annual Meeting or any adjournments thereof.
Our Board of Directors has fixed the close of business on October 2, 2025 as the record date for a determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.
Whether or not you expect to participate in the Annual Meeting, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by phone or by signing, dating, and returning the enclosed proxy card will save us the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today.
| By Order of the Board of Directors | |
| /s/ Robert Nistico | |
| Fort Lauderdale, FL | Chief Executive Officer |
|---|---|
| October 6, 2025 | |
TABLE OF CONTENTS
| Page | |
|---|---|
| Questions and Answers Regarding the Annual Meeting | 4 |
| Risk Factors | 10 |
| Proposal 1. Election of Directors | 12 |
| Directors, Executive Officers and Corporate Governance | 13 |
| Certain Relationships and Related Party Transactions | 18 |
| Principal Stockholders | 19 |
| Proposal 2 Ratification of the Selection of our Independent Registered Public Accounting Firm | 21 |
| Proposal 3. Approval of the Issuance of Common Stock Issuable Under our Preferred Stock, Warrants and Convertible Notes | 23 |
| Proposal 4. Approval of the Issuance of Common Stock Issuable Under the ELOC Agreement | 27 |
| Executive Officer and Director Compensation | 29 |
| Proposal 5. Approve the 2025 Equity Incentive Plan; | 35 |
| Proposal 6. Approve a Possible Increase in the Company’s authorized Common Stock to 400,000,000 shares | 39 |
| Proposal 7. Adjournment | 41 |
| Other Matters | 42 |
Stockholders Should Read the Entire Proxy Statement Carefully Prior to Returning Their Proxies
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors (“Board”) of Splash Beverage Group, Inc. for use at our 2025 Annual Meeting of stockholders (“Annual Meeting”) to be held in a virtual-only (online) meeting format via live webcast on the Internet on October 31, 2025, at 10:00 AM Eastern Time. The proxy materials are first being mailed to our stockholders on or about October 6, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.