Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 26, 2024

SPLASH BEVERAGE GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada

(State or Other Jurisdiction of Incorporation)

001-40471		34-1720075
(Commission File Number)		(IRS Employer Identification No.)

	1314 East Las Olas Blvd, Suite 221 Fort Lauderdale, Florida 33316
(Address of Principal Executive Offices)

(954) 745-5815
(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	SBEV	NYSE American LLC
Warrants to purchase shares of common stock	SBEV-WT	NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 26, 2024, the Board of Directors of Splash Beverage Group, Inc. (the “Company”) appointed Dr. John Paglia to serve as a Director of the Company, effective as of the same date.

Prior to joining the Company, Dr. Paglia, age 56, is currently an independent director, Audit Committee Chair and a member of the Nominating & Corporate Governance and Compensation Committee of Simulations Plus, Inc., from 2014 to present. Mr. Paglia is also an independent director, Audit Committee Chair and a member of the Nominating & Corporate Governance and Compensation Committee of Aeluma, Inc., from 2021 to present. Additionally, Dr. Paglia is currently on the Advisory Board of multiple companies, including SUM Ventures, Axxes Capital Inc., VitaNav Inc., and DigiLife Fund, among others. Dr. Paglia, a Professor of Finance, currently works at Pepperdine University in various positions, which have included Senior Associate Dean and Executive Director, since 2000-present. Dr. Paglia has a Doctor of Philosophy in Business Administration, from the University of Kentucky, a Master of Business Administration from Gannon University, a Bachelor of Science from Gannon University, and is also a Certified Public Accountant and Charted Financial Analyst.

In connection with Dr. Paglia’s appointment as a Director of the Company, Dr. Paglia has been granted an option under the Company’s 2020 Long-Term Incentive Compensation Plan (the “Plan”) to purchase 600,000 shares of the Company’s common stock at an exercise price equal to the closing stock price on February 26, 2024. The Options shall vest as follows: 200,000 upon execution of Dr. Paglia’s offer letter; and 50,000 per quarter for the next 8 quarters beginning May 23, 2024, and concluding February 25, 2026. Additionally, Dr. Paglia will receive a monthly cash stipend in the amount of $5,000. A press release announcing Dr. Paglia’s appointment is annexed as exhibit 99.1 attached hereto.

There is no family relationship between Dr. Paglia and any director or executive officer of the Company. There are no transactions between Dr. Paglia and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

There is no arrangement or understanding between Dr. Paglia and any other persons, pursuant to which he was selected as a Director. Dr. Paglia. has not engaged in any transaction, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest. There are no family relationships between Dr. Paglia and any other director or executive officer of the Company.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release of John Paglia’s Appointment, dated March 1, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	SPLASH BEVERAGE GROUP, INC.

Dated: March 1, 2024	By:	/s/ Robert Nistico
	Name:	Robert Nistico
	Title:	Chief Executive Officer

EXHIBIT 99.1

Splash Beverage Group Appoints Dr. John Paglia, a Professor of Finance at Pepperdine Graziadio Business School, to its Board of Directors

Fort Lauderdale, Florida, March 1, 2024 -- Splash Beverage Group, Inc. (NYSE American: SBEV) (“Splash” or the “Company”), a portfolio company of leading beverage brands, today announced the appointment of John Paglia, Ph.D., CFA, CPA, NACD.DC to the Company’s Board of Directors and Chair of Audit Committee, effective February 26, 2024. Dr. Paglia brings over fifteen years of corporate governance experience as an independent director, including more than ten years as audit committee chair and designated financial expert.

Dr. Paglia, age 56, is a tenured Professor of Finance at the Pepperdine Graziadio Business School where he teaches graduate level classes on the topics of corporate finance, business valuation, and mergers and acquisitions. He also serves as an independent board member and audit committee chair at Simulations Plus, Inc. (NASDAQ: SLP), a leading provider of modeling and simulation software and consulting services supporting drug discovery and development; and Aeluma, Inc. (OTCQB: ALMU), a leading-edge semiconductor company specializing in high performance sensors. He is also an advisor for a number of startup companies and venture funds, and sits on the advisory council for Pepperdine’s Most Fundable Companies competition. While at Pepperdine University, he also held a number of leadership positions since joining the faculty in 2000, including as Senior Associate Dean where he had oversight for the business school faculty and key strategic projects, and, prior to that, as executive director of Graziadio Business School’s entrepreneurship institute. He was also engaged by the Library of Congress as a venture capital and private equity expert to study the impacts of the SBA’s SBIC private equity program and subsequently provided expert testimony to U.S. Congress’s Committee on Small Business. Dr. Paglia is a recipient of several prestigious awards for his contributions to the business valuation profession and work on the financing and capital markets. His research has been published in a number of journals and covered in major media outlets including the Wall Street Journal, CNBC, BusinessWeek, Entrepreneur and others. Dr. Paglia holds a Ph.D. in Finance from the University of Kentucky, an MBA and B.S. in Finance from Gannon University, and is a Certified Public Accountant, Chartered Financial Analyst, and is NACD Directorship Certified™.

“We are honored to welcome John to our board of directors,” said Robert Nistico, CEO and Chairman of Splash Beverage Group. “His wealth of experience in financial initiatives as an educator and real world accomplished professional is outstanding. We look forward to his strategic, actionable contributions. John rounds out our Board perfectly as each member brings to Splash a top-tier level of expertise in every key discipline to help guide us as we continue to grow and add shareholder value”.

Dr. Paglia commented, “I am extremely impressed by Splash Beverage’s platform and portfolio of brands positioned for significant growth through organic means as well as through acquisitions, and also by the ability of the team to navigate effectively through strategic business matters. As a board member, I look forward to contributing to Splash’s vision and growth while working to increase shareholder value.”

About Splash Beverage Group, Inc.

Splash Beverage Group, an innovator in the beverage industry, owns a growing portfolio of alcoholic and non-alcoholic beverage brands including Copa di Vino wine by the glass, SALT flavored tequilas, Pulpoloco sangria, and TapouT performance hydration and recovery drink. Splash’s strategy is to rapidly develop early-stage brands already in its portfolio as well as acquire and then accelerate brands that have high visibility or are innovators in their categories. Led by a management team that has built and managed some of the top brands in the beverage industry and led sales from product launch into the billions, Splash is rapidly expanding its brand portfolio and global distribution.

For more information visit:

www.SplashBeverageGroup.com

www.copadivino.com

www.drinksalttequila.com

www.pulpo-loco.com

www.tapoutdrinks.com

Forward-Looking Statement

This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements and factors that may cause such differences include, without limitation, the risks disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2021, and in the Company’s other filings with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release.

Contact Information:

Splash Beverage Group

Info@SplashBeverageGroup.com

954-745-5815

Cover	Feb. 26, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 26, 2024
Entity File Number	001-40471
Entity Registrant Name	SPLASH BEVERAGE GROUP, INC.
Entity Central Index Key	0001553788
Entity Tax Identification Number	34-1720075
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1314 East Las Olas Blvd
Entity Address, Address Line Two	Suite 221
Entity Address, City or Town	Fort Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33316
City Area Code	(954)
Local Phone Number	745-5815
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value $0.001 per share
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	SBEV
Security Exchange Name	NYSEAMER
Warrants to purchase shares of common stock
Title of 12(b) Security	Warrants to purchase shares of common stock
Trading Symbol	SBEV-WT
Security Exchange Name	NYSEAMER