SPLASH BEVERAGE GROUP, INC.

S-11 e7835_s-1.htm FORM S-1

As filed with the Securities and Exchange Commission on August 7, 2026

Registration No. 333-____

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SPLASH BEVERAGE GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

1112 N. Flagler Drive

Fort Lauderdale, Florida 33304

Phone: (954) 648-7238

(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)

Brady Cobb

Interim Chief Executive Officer

1112 N. Flagler Drive

Fort Lauderdale, Florida 33304

Phone:(954) 648-7238

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

Michael Harris, Esq.

Lori Weber, Esq.

Nason, Yeager, Gerson, Harris & Fumero, P.A.

3001 PGA Boulevard, Suite 305

Palm Beach Gardens, Florida 33410

(561) 686-3307

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this preliminary Prospectus is not complete and may be changed. Neither we nor the selling security holders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated August 7, 2026

SPLASH BEVERAGE GROUP, INC.

PROSPECTUS

5,000,000 Shares of Common Stock

This Prospectus relates to the potential resale from time to time by C/M Capital Master Fund, LP (the “Selling Stockholder” or “C/M”) of up to 5,000,000 shares of Common Stock, par value $0.001 per share, of Splash Beverage Group, Inc. (the “Company,” “Splash,” “we,” “our” or “us”). The shares of Common Stock to which this Prospectus relates consist of shares that have been or may be issued by us to the Selling Stockholder pursuant to a Securities Purchase Agreement, dated September 19, 2025 between us and the Selling Stockholder (the “Purchase Agreement” or the “ELOC Agreement”), establishing an equity line of credit (such transaction, the “ELOC”). Such shares of Common Stock consists of up to 5,000,000 shares of Common Stock, or the “Purchase Shares,” that we may elect, in our sole discretion, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, to issue and sell to the Selling Stockholder, from time to time from and after the date of satisfaction of the conditions precedent to the Company’s right to effect sales under the Purchase Agreement (the Commencement Date”). See “The Purchase Agreement” at page 26 for a description of the Purchase Agreement and the transactions contemplated thereby.

Our Common Stock is traded on the NYSE American (the “NYSE American”) under the symbol “SBEV.” On August 5, 2026, the last reported sale price of our Common Stock on the NYSE American was $0.425 per share.

We are not selling any securities under this Prospectus and will not receive any of the proceeds from the sale of the shares of our Common Stock by the Selling Stockholder. However, we may receive up to $30,782,793 in aggregate gross proceeds from the sale of the shares of Common Stock to the Selling Stockholder under the Purchase Agreement which represents the total maximum amount under the Purchase Agreement less prior sales, from time to time in our discretion, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, after the date the registration statement that includes this Prospectus is declared effective and after satisfaction of other conditions in the Purchase Agreement. The actual proceeds from the Selling Stockholder may be less than this amount depending on the number of shares of our Common Stock sold and the price at which the shares of our Common Stock are sold.

The Selling Stockholder may sell all or a portion of the shares of our Common Stock acquired under the Purchase Agreement on the NYSE American or through private transactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with the registration of the shares of our Common Stock, including with regard to compliance with state securities or “blue sky” laws. The Selling Stockholder will bear all commissions and markdowns, if any, attributable to its sale of shares of our Common Stock. See “Plan of Distribution” for more information about how the Selling Stockholder may sell the shares of Common Stock being registered pursuant to this Prospectus. The Selling Stockholder is deemed to be an underwriter under the Securities Act of 1933 (the “Securities Act”) with respect to the resale of shares sold by it on the NYSE American.

All references to shares of Common Stock and per share numbers in this Prospectus give effect to a one-for-four reverse stock split of each of its issued and outstanding and authorized shares of Common Stock. The reverse stock split took effect as of July 24, 2026 at 4:30 pm ET.

You should read this Prospectus and any Prospectus supplement or amendment, together with additional information described under the headings “Where You Can Find More Information”, carefully before you invest in our securities.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 5 of this Prospectus, and under similar headings in any amendment or supplement to this Prospectus or in any other documents incorporated by reference into this Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is ______ ___, 2026.

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The Selling Stockholder is offering to sell, and seeking offers to buy, our securities only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this Prospectus. We have not authorized anyone to provide you with any information other than the information contained in this Prospectus. The information contained in this Prospectus is accurate only as of the date of this Prospectus or such other date stated in this Prospectus, regardless of the time of our delivery or of any sale or delivery of our securities and our business, financial condition, results of operations and/or prospects may have changed since those dates. Neither the delivery of this Prospectus nor any sale or delivery of our securities shall, under any circumstances, imply that there has been no change in our affairs since the date of this Prospectus. This Prospectus will be updated and made available for delivery to the extent required by the federal securities laws.

Unless otherwise indicated, data contained in this Prospectus concerning our business are based on information from various public sources. Although we believe that these data are generally reliable, such information is inherently imprecise, and our estimates and expectations based on these data involve a number of assumptions and limitations. As a result, you are cautioned not to give undue weight to such data, estimates or expectations.

In this Prospectus, unless the context indicates otherwise, references to “Splash”, “we”, the “Company,” “our” and “us” refer to the activities of and the assets and liabilities of the business and operations of Splash Beverage Group, Inc.

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