SPLASH BEVERAGE GROUP, INC.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus, including documents incorporated by reference into this Prospectus, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Such forward-looking statements include those statements that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact, including expectations relating to our plans with respect to our legacy beverage business, our plans, goals and projections with respect to our development and commercialization efforts for the newly licensed CannEpil® product, the prospective market for the licensed product for human and veterinary uses, our intended use of proceeds, the development and commercialization of regulated cannabinoid and wellness products and their potential qualities and success, potential acquisitions and strategic transactions, and our ability to raise the necessary working capital. Forward-looking statements can generally be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “should,” “would,” “intend,” “seem,” “potential,” “appear,” “continue,” “future,” believe,” “estimate,” “forecast,” “project” and other words of similar meaning, although not all forward-looking statements contain these identifying words.

These statements are based on our current expectations and projections and involve estimates, assumptions, risks and uncertainties that could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed in this Prospectus and the documents incorporated by reference herein. Important factors that could cause actual results to differ from those in the forward-looking statements include the risks and uncertainties arising from our need for additional capital to resume our revenue-generating operations, our ability to raise the capital needed on favorable terms or at all, our ability to meet regulatory requirements including the rules of the New York Stock Exchange (the “NYSE”) and maintain the listing of our Common Stock on the NYSE American and regain compliance and avoid a delisting including with respect to our recently submitted compliance plan or as may arise from recent declines in its stock price or any action the NYSE American may take, including with respect to any new listing application that would be required related to any proposed transaction and related listing requirements, including our ability to meet various quantitative metrics for initial and continued listing, our ability to meet our debt obligations and the negative financial and operational consequences of failing to do so, our ability to negotiate, executive definitive agreement for, and close an acquisition of a business in the cannabinoid or wellness space, the possibility that the license of CannEpil® does not yield the benefits anticipated or sought, the risk that we and the licensor are not able to obtain, maintain or protect intellectual property rights in such product in jurisdictions in which we seek to develop and commercialize such product, our ability to consummate an acquisition or other strategic transactions and the possibility that our expectations and perceived benefits with respect to strategic transactions prove to be incorrect, risks with respect to our ability to negotiate and execute definitive agreements, satisfy closing conditions, obtain required approvals with respect to any such strategic transaction, and the risks and uncertainties disclosed in “Risk Factors” contained herein. We also refer you to the Risk Factors which begin on page 5 of this Prospectus, and the other documents incorporated by reference into this Prospectus for both an expanded discussion of the risks and uncertainties described above and additional risks and uncertainties that could cause actual results to differ materially and adversely from those expressed or implied by forward-looking statements. However, factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them

You should read this Prospectus and the documents that we reference herein, completely and with the understanding that our actual future results may be materially different from what we expect. You are cautioned not to place undue reliance on the forward-looking statements contained in, or incorporated by reference into, this Prospectus. Each forward-looking statement speaks only as of the date of this Prospectus or, in the case of documents incorporated by reference, the date of the applicable document (or any earlier date indicated in the statement), and we undertake no obligation to update or revise any of these statements, whether as a result of new information, future developments or otherwise, except as required by law. We qualify all of our forward-looking statements by these cautionary statements.