AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL
21, 2023
REGISTRATION NO. 333-__________
UNITED
STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
S-3
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 or organization)
34-1720075
I.R.S. Employer Identification Number
1314 E Las Olas Blvd. Suite 221
Fort Lauderdale, Florida 33301
Phone: (954) 745-5815
(Address, including zip code, and telephone number, including area
code of registrant’s principal executive offices)
Robert Nistico
Chief Executive Officer
1314 E Las Olas Blvd. Suite 221
Fort Lauderdale, Florida 33301
Phone: (954) 745-5815
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Darrin M. Ocasio, Esq.
David Manno, Esq.
Sichenzia Ross Ference LLP
1185 Avenue of the Americas, 31st Floor
New York, New York 10036
Phone: 212-930-9700
Approximate
date of commencement of proposed sale to the public: From time to
time after the effective date of this registration
statement.
If the only
securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the
following box: ☐
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, other than securities offered only in
connection with dividend or interest reinvestment plants, 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
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, 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 registration statement pursuant to General Instruction I.D. or
a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the
Securities Act, check the following box. ☐
If this Form
is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule
413(b) under the Securities Act, check the following
box. ☐
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):
| Large accelerated
filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller reporting
company |
☒ |
| 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 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 Commission, acting pursuant to said
Section 8(a), may determine.
The information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement relating to these securities that has been filed with the
Securities and Exchange Commission is effective. This prospectus is
not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale
is not permitted.
(Subject to Completion, dated April 21, 2023)
SPLASH BEVERAGE GROUP, INC.
3,500,000 Shares of Common Stock
Pursuant to this prospectus, the selling stockholders identified
herein are offering on a resale basis an aggregate of 3,500,000
shares of common stock, par value $0.001 per share, of Splash
Beverage Group, Inc., of which (i) 2,000,000 shares are issuable
upon conversion of the convertible promissory note, expiring on
February 24, 2024, and (ii) 1,500,000shares of restricted common
stock to be issued at the time of conversion. The outstanding
shares of common stock, on an as converted basis were issued to the
selling stockholders in connection with a private placement we
completed on March 1, 2023, or the Private Placement. We will not
receive any of the proceeds from the sale by the selling
stockholders of the common stock.
The selling stockholders may sell or otherwise dispose of the
common stock covered by this prospectus in a number of different
ways and at varying prices. We provide more information about how
the selling stockholders may sell or otherwise dispose of the
common stock covered by this prospectus in the section entitled
“Plan of
Distribution” on page 6. Discounts, concessions,
commissions and similar selling expenses attributable to the sale
of common stock covered by this prospectus will be borne by the
selling stockholders. We will pay all expenses (other than
discounts, concessions, commissions and similar selling expenses)
relating to the registration of the common stock with the
Securities and Exchange Commission, or the SEC.
You should carefully read this prospectus and any accompanying
prospectus supplement, together with the documents we incorporate
by reference, before you invest in our common stock.
Our common stock is currently traded on the NYSE American under the
symbol “SBEV.” Warrants to purchase shares of our Common Stock at
an exercise price of $4.60 per share are traded on the NYSE
American under the Symbol SBEV.
On April 17, 2023, the last reported sales price for our common
stock was $1.10 per share. The applicable prospectus supplement
will contain information, where applicable, as to any other listing
of the securities on the NYSE American or any other securities
market or exchange covered by the prospectus supplement.
Prospective purchasers of our securities are urged to obtain
current information as to the market prices of our securities,
where applicable.
The securities offered by this prospectus involve a high degree
of risk. See “Risk Factors” beginning on page 4, in addition to
Risk Factors contained in the applicable prospectus
supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
This prospectus is dated ___________, 2023
Table of Contents
You should rely only on the information contained or
incorporated by reference in this prospectus or any prospectus
supplement. We have not authorized anyone to provide you with
information different from that contained or incorporated by
reference into this prospectus. If any person does provide you with
information that differs from what is contained or incorporated by
reference in this prospectus, you should not rely on it. No dealer,
salesperson or other person is authorized to give any information
or to represent anything not contained in this prospectus. You
should assume that the information contained in this prospectus or
any prospectus supplement is accurate only as of the date on the
front of the document and that any information contained in any
document we have incorporated by reference is accurate only as of
the date of the document incorporated by reference, regardless of
the time of delivery of this prospectus or any prospectus
supplement or any sale of a security. These documents are not an
offer to sell or a solicitation of an offer to buy these securities
in any circumstances under which the offer or solicitation is
unlawful.
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement that we filed
with the Securities and Exchange Commission, or SEC, using a
“shelf” registration process. Under this shelf registration
process, the selling stockholders may sell the securities described
in this prospectus in one or more offerings. A prospectus
supplement may add to, update or change the information contained
in this prospectus. You should read this prospectus and any
applicable prospectus supplement, together with the information
incorporated herein by reference as described under the heading
“Information Incorporated by Reference.“
You should rely only on the information that we have provided or
incorporated by reference in this prospectus and any applicable
prospectus supplement. We have not authorized, nor has any selling
stockholder authorized, any dealer, salesman or other person to
give any information or to make any representation other than those
contained or incorporated by reference in this prospectus or any
applicable prospectus supplement. You should not rely upon any
information or representation not contained or incorporated by
reference in this prospectus or any applicable prospectus
supplement. We take no responsibility for, and can provide no
assurance as to the reliability of, any other information that
others may give you.
This prospectus and any accompanying prospectus supplement do not
constitute an offer to sell or the solicitation of an offer to buy
any securities other than the registered securities to which they
relate, nor do this prospectus and any accompanying prospectus
supplement constitute an offer to sell or the solicitation of an
offer to buy securities in any jurisdiction to any person to whom
it is unlawful to make such offer or solicitation in such
jurisdiction. You should not assume that the information contained
in this prospectus or any applicable prospectus supplement is
accurate on any date subsequent to the date set forth on the front
of the document or that any information we have incorporated by
reference is correct on any date subsequent to the date of the
document incorporated by reference, even though this prospectus or
any applicable prospectus supplement is delivered or securities are
sold on a later date..
The terms “Splash Beverage Group,” the “Company,” ”SBG,” “we,”
“our,” or “us” or “Splash” in this prospectus refer to Splash
Beverage Group, Inc. and its wholly-owned subsidiaries, unless the
context suggests otherwise.
SUMMARY
This summary highlights certain information appearing elsewhere
in this prospectus and in the documents we incorporate by reference
into this prospectus. The summary is not complete and does not
contain all of the information that you should consider before
investing in our common stock. After you read this summary, you
should read and consider carefully the entire prospectus and any
prospectus supplement and the more detailed information and
financial statements and related notes that are incorporated by
reference into this prospectus and any prospectus supplement. If
you invest in our shares, you are assuming a high degree of
risk.
About Us – Business Overview
We are a portfolio company managing multiple brands across several
growth segments within the consumer beverage industry. Splash has
built organizational capabilities and an infrastructure enabling it
to incubate and/or acquire brands with the intention of efficiently
accelerating them to higher volumes. The management team has proven
capabilities in building consumer franchises and marketing and
distributing multiple brands of beverages within the non-alcoholic
and alcoholic segments. Manufacturing is typically outsourced to
third party co-packers and distillers, or in select cases for a
brand such as Copa Di Vino wines, performed within our own facility
in Oregon.
We believe the distribution landscape in the beverage industry is
changing rapidly as tech-enabled e-commerce business models are
thriving. Direct to consumer, office or home solutions are
projected to continue to gain traction in the future. To address
this opportunity we continue to shape our operating model to be
vertically integrated building an e-commerce platform, Qplash,
which purchases local and regional brands for developing a direct
line of sales to small retail stores.
Our wholly owned subsidiary, Splash Beverage Group II, Inc. was
originally incorporated in the State of Nevada under the name
TapouT Beverages, Inc. for the purpose of acquiring the rights
under a license agreement with TapouT, LLC (Authentic Brands
Group). We have license rights to the TapouT Performance brand in
North America (Including US Territories and Military Bases), United
Kingdom, Brazil, South Africa, Scandinavia, Peru, Colombia, Chile
and Guatemala.
In addition, we have a joint venture with SALT Naturally Flavored
Tequila, Copa Di Vino wines and Pulpoloco, sangrias that comes in a
biodegradable can. The
Company leadership understand the importance of infusing beverage
brands with strong pop culture and lifestyle elements which drives
trial, belief and, most importantly, repeat purchases.
Corporate
Information
Our principle
offices are located at 1314 E. Las Olas Blvd, Suite 221, Fort
Lauderdale, Florida 33301. Our main telephone number is (954)
745-5815. Our website address
is www.splashbeveragegroup.com. Information
on our website is not part of this prospectus.
Private Placement
On February 28, 2023, the Company entered into a securities
purchase agreement (the “Purchase Agreement”) with the selling
stockholder. Pursuant to the Purchase Agreement, the Company sold
to the selling stockholder a convertible 12-month promissory note
(the “Note”) convertible for up to 2,000,000 shares of the
Company’s common stock, $0.001 par value per share and received
aggregate gross proceeds of $2,000,000. The Conversion Price of the
Notes is $1 per share subject to adjustments as provided in the
Note. Pursuant to the terms of the Purchase Agreement, the
Company will also issue to the selling stockholder an aggregate of
1,500,000 shares of restricted common stock, at the time of
conversion.
The issuance and sale of the shares of common stock pursuant to the
Purchase Agreement were not registered under the Securities Act of
1933, as amended, or the Securities Act, and were offered pursuant
to the exemption provided in Section 4(a)(2) under the Securities
Act and Regulation D promulgated thereunder. In the Purchase
Agreement, the Company granted the selling stockholders certain
registration rights (“Registration Rights”). Pursuant to the
Registration Rights in the Purchase Agreement, the Company agreed
to file a registration statement on Form S-3 for the resale by the
selling stockholders’ outstanding shares of common stock that were
issued pursuant to the Private Placement, within 45 days from the
closing of the Private Placement.
We are filing the registration statement of which this prospectus
forms a part to satisfy our obligations toward the Registration
Rights granted under the Purchase Agreement.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus includes forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, or the Exchange Act.
Forward-looking statements give current expectations or forecasts
of future events or our future financial or operating performance.
We may, in some cases, use words such as “anticipate,” “believe,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “should,” “will,” “would” or the
negative of those terms, and similar expressions that convey
uncertainty of future events or outcomes to identify these
forward-looking statements.
These forward-looking statements reflect our management’s beliefs
and views with respect to future events, are based on estimates and
assumptions as of the date of this prospectus and are subject to
risks and uncertainties, many of which are beyond our control, that
could cause our actual results to differ materially from those in
these forward-looking statements. We discuss many of these risks in
greater detail in this prospectus under “Risk Factors” and in our
Annual Report on Form 10-K filed with the SEC on March 31, 2023, as
well as those described in the other documents we file with the
SEC. Moreover, new risks emerge from time to time. It is not
possible for our management to predict all risks, nor can we assess
the impact of all factors on our business or the extent to which
any factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking
statements we may make. Given these uncertainties, you should not
place undue reliance on these forward-looking statements.
We undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future
developments or otherwise, except as may be required by applicable
laws or regulations.
RISK
FACTORS
An investment in our securities involves a high degree of risk.
Before deciding whether to invest in our securities, you should
consider carefully the risks and uncertainties discussed below, as
well as those under the heading “Risk Factors“ contained in our
Annual Report on Form 10-K for the year ended December 31, 2022 as
filed with the SEC, and as incorporated by reference in this
prospectus, as the same may be amended, supplemented or superseded
by the risks and uncertainties described under similar headings in
the other documents that are filed by us after the date hereof and
incorporated by reference into this prospectus. Please also read
carefully the section above titled “Cautionary Note Regarding
Forward-Looking Statements.”
The sale of a substantial amount of our common stock,
including resale of the shares of common stock held by the selling
stockholders in the public market, could adversely affect the
prevailing market price of our common stock.
We are registering for resale 3,500,000shares of common stock.
Sales of substantial amounts of our common stock in the public
market, or the perception that such sales might occur, could
adversely affect the market price of our common stock. We cannot
predict if and when selling stockholders may sell such shares in
the public market.
USE
OF PROCEEDS
We will not receive any of the proceeds from any sale or other
disposition of the shares of common stock covered by this
prospectus. All proceeds from the sale of the shares will be paid
directly to the selling stockholders.
SELLING STOCKHOLDERS
The shares of common stock being offered by the selling
stockholders are those issued to the selling stockholders. For
additional information regarding the issuances of those shares of
common stock, see the description of the Private Placement in
“Summary - Private Placement” above. We are registering the
shares of common stock in order to permit the selling stockholders
to offer the shares for resale from time to time. The selling
stockholder has not had any material relationship with us within
the past three years. The selling stockholder is not a
broker-dealer or an affiliate of a broker-dealer.
The table below lists the selling stockholder and other information
regarding the beneficial ownership of the shares of common stock
held by the selling stockholders. The second column lists the
number of shares of common stock beneficially owned by the selling
stockholder, based on its ownership of the shares of common stock,
as of the date of this prospectus, on an as converted basis.
The third column lists the shares of common stock being offered by
this prospectus by the selling stockholder.
In accordance with the terms of the Purchase Agreement with the
selling stockholders, this prospectus generally covers the resale
of the sum of the number of shares of common stock issued to the
selling stockholders in the description of the Private Placement
referenced above.
The fourth column assumes the sale of all of the shares offered by
the selling stockholders pursuant to this prospectus.
Under the terms of the Note issued pursuant to the Purchase
Agreement, for a period of 12 months from the issuance of the Note
the selling stockholder may not sell or dispose of Common Stock of
more than 5% of the daily composite trading volume of the Common
Stock as reported by Bloomberg, LP for any trading day for the
principal trading market for the Common Stock. The number of shares
in the second column does not reflect this limitation. The selling
stockholders may sell all, some or none of their shares in this
offering. See “Plan of Distribution.”
|
Name of Selling stockholder |
|
Number of
Shares of Common Stock Owned Prior to Offering (1) |
|
|
|
Maximum Number of Shares of Common Stock to be Sold Pursuant to
this Prospectus |
|
Number of
Shares of Common Stock Owned After Offering
(2) |
|
Percentage of Outstanding Common Stock Owned After the
Offering |
|
Target
Capital 12 LLC(3) |
|
|
3,500,000 |
|
|
|
(4 |
) |
|
|
3,500,000 |
|
|
|
0 |
|
|
|
— |
|
___________________
|
(1) |
Under applicable SEC rules, a
person is deemed to beneficially own securities which the person
has the right to acquire within 60 days through the exercise of any
option or warrant or through the conversion of a convertible
security. Also under applicable SEC rules, a person is deemed to be
the “beneficial owner” of a security with regard to which the
person directly or indirectly, has or shares (a) voting power,
which includes the power to vote or direct the voting of the
security, or (b) investment power, which includes the power to
dispose, or direct the disposition, of the security, in each case,
irrespective of the person’s economic interest in the security. To
our knowledge, subject to community property laws where applicable,
each person named in the table has sole voting and investment power
with respect to the common stock shown as beneficially owned by
such selling stockholder, except as otherwise indicated in the
footnotes to the table. |
|
(2) |
Represents the amount of shares
that will be held by the selling stockholder after completion of
this offering based on the assumptions that (a) all common stock
underlying Private Placement registered for sale by the
registration statement of which this prospectus is part will be
sold and (b) no other shares of common stock are acquired or sold
by the selling stockholder prior to completion of this offering.
However, the selling stockholder may sell all, some or none of such
shares offered pursuant to this prospectus and may sell other
shares of common stock that they may own pursuant to another
registration statement under the Securities Act or sell some or all
of their shares pursuant to an exemption from the registration
provisions of the Securities Act, including under Rule 144. |
|
(3) |
Dmitriy Shapiro is the managing
member of Target Capital 12 LLC. Mr. Shapiro has voting control and
investment discretion over securities held by Target Capital 12
LLC. As such, Mr. Shapiro may be deemed to be the beneficial owner
(as determined under Section 13(d) of the Securities Exchange Act
of 1934, as amended) of the securities held by Target Capital 12
LLC. The business address of the selling stockholder is 144
Hillside Village, Rio Grande, PR 00745. |
|
(4) |
Ownership prior to the offering
represents on an as converted basis the: (i) 2,000,000 shares of
common stock issuable upon conversion of the Note, (ii) 1,500,000
shares of restricted common stock, to be issued on such
conversion. |
PLAN
OF DISTRIBUTION
The selling stockholder of the securities and any of its pledgees,
assignees and successors-in-interest may, from time to time, sell
any or all of their securities covered hereby on the NYSE American
LLC or any other stock exchange, market or trading facility on
which the securities are traded or in private transactions. These
sales may be at fixed or negotiated prices. However, in accordance
with the Note issued pursuant to the Purchase Agreement dated
February 28, 2023, for a period of 12 months from such issuance the
selling stockholder may not sell or dispose of Common Stock of more
than 5% of the daily composite trading volume of the Common Stock
as reported by Bloomberg, LP for any trading day for the principal
trading market for the Common Stock. For example, if the
daily composite trading volume for the day as reported by
Bloomberg, LP is 225,000 shares, the maximum sale by the selling
stockholder may not exceed 11,250 shares, on such trading
day.
The selling stockholder may use any one or more of the following
methods when selling securities:
| |
● |
ordinary brokerage transactions and transactions
in which the broker-dealer solicits purchasers; |
| |
● |
block
trades in which the broker-dealer will attempt to sell the
securities as agent but may position and resell a portion of the
block as principal to facilitate the transaction; |
| |
● |
purchases by a broker-dealer as principal and
resale by the broker-dealer for its account; |
| |
● |
an
exchange distribution in accordance with the rules of the
applicable exchange; |
| |
● |
privately negotiated transactions; |
| |
● |
settlement of short sales; |
| |
● |
in
transactions through broker-dealers that agree with the Selling
Stockholder to sell a specified number of such securities at a
stipulated price per security; |
| |
● |
through the writing or settlement of options or
other hedging transactions, whether through an options exchange or
otherwise; |
| |
● |
a
combination of any such methods of sale; or |
| |
● |
any
other method permitted pursuant to applicable law. |
The selling stockholder may also sell securities under Rule 144 or
any other exemption from registration under the Securities Act, if
available, rather than under this prospectus.
Broker-dealers engaged by the selling stockholder may arrange for
other brokers-dealers to participate in sales. Broker-dealers may
receive commissions or discounts from the selling stockholder (or,
if any broker-dealer acts as agent for the purchaser of securities,
from the purchaser) in amounts to be negotiated, but, except as set
forth in a supplement to this Prospectus, in the case of an agency
transaction not in excess of a customary brokerage commission in
compliance with FINRA Rule 2440; and in the case of a principal
transaction a markup or markdown in compliance with FINRA
IM-2440.
In connection with the sale of the securities or interests therein,
the selling stockholder may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn
engage in short sales of the securities in the course of hedging
the positions they assume. The selling stockholder may also sell
securities short and deliver these securities to close out their
short positions, or loan or pledge the securities to broker-dealers
that in turn may sell these securities. The selling stockholders
may also enter into option or other transactions with
broker-dealers or other financial institutions or create one or
more derivative securities which require the delivery to such
broker-dealer or other financial institution of securities offered
by this prospectus, which securities such broker-dealer or other
financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction).
The selling stockholder and any broker-dealers or agents that are
involved in selling the securities may be deemed to be
“underwriters” within the meaning of the Securities Act in
connection with such sales. In such event, any commissions received
by such broker-dealers or agents and any profit on the resale of
the securities purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. The selling
stockholder has informed the Company that it does not have any
written or oral agreement or understanding, directly or indirectly,
with any person to distribute the securities.
The Company is required to pay certain fees and expenses incurred
by the Company incident to the registration of the securities. The
Company has agreed to indemnify the selling stockholder against
certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.
We agreed to keep this prospectus effective until the earlier of
(i) the date on which the securities may be resold by the Selling
Stockholder without registration and without regard to any volume
or manner-of-sale limitations by reason of Rule 144, and provided
the Company is in compliance with the current public information
under Rule 144 under the Securities Act or any other rule of
similar effect or (ii) all of the securities have been sold
pursuant to this prospectus or Rule 144 under the Securities Act or
any other rule of similar effect. The resale securities will be
sold only through registered or licensed brokers or dealers if
required under applicable state securities laws. In addition, in
certain states, the resale securities covered hereby may not be
sold unless they have been registered or qualified for sale in the
applicable state or an exemption from the registration or
qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the resale securities may not
simultaneously engage in market making activities with respect to
the common stock for the applicable restricted period, as defined
in Regulation M, prior to the commencement of the distribution. In
addition, the selling stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations
thereunder, including Regulation M, which may limit the timing of
purchases and sales of the common stock by the selling stockholder
or any other person. We will make copies of this prospectus
available to the selling stockholder and have informed it of the
need to deliver a copy of this prospectus to each purchaser at or
prior to the time of the sale (including by compliance with Rule
172 under the Securities Act).
LEGAL
MATTERS
The validity of the issuance of the securities offered by this
prospectus will be passed upon for us by Sichenzia Ross Ference
LLP, New York, New York. Sichenzia Ross
Ference LLP or certain members or employees of Sichenzia Ross
Ference LLP have been issued common stock of the
Company.
EXPERTS
The consolidated audited financial statements of Splash Beverage
Group, Inc. at and for the years ended December 31, 2022 and 2021
have been audited by Daszkal Bolton LLP, independent registered
public accounting firm, as set forth in their report thereon
appearing in our Annual Report on Form 10-K for the year ended
December 31, 2022, and incorporated herein by reference. Such
financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such report
given on the authority of such firm as experts in accounting and
auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, along with other
information with the SEC. Our SEC filings are available to the
public over the Internet at the SEC’s website at
http://www.sec.gov. You may also read and copy any document we file
at the SEC’s Public Reference Room at 100 F Street, NE, Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Room.
We have filed with the SEC a registration statement on Form S-3
under the Securities Act of 1933, as amended, that registers the
shares of our common stock covered by this prospectus. This
prospectus does not contain all of the information included in the
registration statement, including certain exhibits and schedules.
For further information with respect to us and our common stock,
you should refer to the registration statement and the exhibits
filed as a part of the registration statement. Statements contained
in or incorporated by reference into this prospectus concerning the
contents of any contract or any other document are not necessarily
complete. If a contract or document has been filed as an exhibit to
the registration statement or one of our filings with the SEC that
is incorporated by reference into the registration statement, we
refer you to the copy of the contract or document that has been
filed. Each statement contained in or incorporated by reference
into this prospectus relating to a contract or document filed as an
exhibit is qualified in all respects by the filed exhibit.
You may obtain the registration statement and exhibits to the
registration statement from the SEC at the address listed above or
from the SEC’s internet site. We make available, free of charge, on
our website at www.splashbeveragegroup.com,
our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and amendments to those reports and
statements as soon as reasonably practicable after they are filed
with the SEC. The contents of our website are not part of this
prospectus, and the reference to our website does not constitute
incorporation by reference into this prospectus of the information
contained on or through that site, other than documents we file
with the SEC that are specifically incorporated by reference into
this prospectus.
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
The SEC allows us to “incorporate by reference” into this
prospectus the information in documents we file with it, which
means that we can disclose important information to you by
referring you to those documents. The information incorporated by
reference is considered to be a part of this prospectus, and
information that we file later with the SEC will automatically
update and supersede this information. Any statement contained in
any document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this prospectus to the extent that a statement contained in or
omitted from this prospectus or any accompanying prospectus
supplement, or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this prospectus.
We incorporate by reference the documents listed below and any
future documents that we file with the SEC (excluding any portion
of such documents that are furnished and not filed with the SEC)
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i)
after the date of the initial filing of the registration statement
of which this prospectus forms a part prior to the effectiveness of
the registration statement and (ii) after the date of this
prospectus until the offering of the securities is terminated:
| ● |
our Annual Report on
Form 10-K for the year ended
December 31, 2022 filed with the SEC on March 31,
2023; |
| |
|
| ● |
our Current Reports on
Form 8-K filed with the SEC on
March 15, 2023,
January 1, 2023,
December 22, 2022,
December 16, 2022,
November 17, 2022,
September 27, 2022,
August 16, 2022,
May 17, 2022,
April 19,2022 and
April 1, 2022; |
| |
| ● |
the description of our common stock contained in
our Registration Statement on
Form 8-A filed with the SEC on June 9, 2021 (File No.
001-40471), including any amendment or report filed for the purpose
of updating such description; and |
| |
|
| ● |
all
reports and other documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this prospectus and prior to the termination of this
offering. |
We also incorporate by reference any future filings (other than
information furnished under Item 2.02 or Item 7.01 of
Form 8-K and exhibits furnished on such form that are related
to such items unless such Form 8-K expressly provides to the
contrary) made with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, including those made after
the date of the initial filing of the registration statement of
which this prospectus is a part and prior to effectiveness of such
registration statement, until we file a post-effective amendment
that indicates the termination of the offering of the common stock
made by this prospectus and will become a part of this prospectus
from the date that such documents are filed with the SEC.
Information in such future filings updates and supplements the
information provided in this prospectus. Any statements in any such
future filings will automatically be deemed to modify and supersede
any information in any document we previously filed with the SEC
that is incorporated or deemed to be incorporated herein by
reference to the extent that statements in the later filed document
modify or replace such earlier statements.
Notwithstanding the foregoing, information furnished under Items
2.02 and 7.01 of any Current Report on Form 8-K, including the
related exhibits, is not incorporated by reference in this
prospectus.
The information about us contained in this prospectus should be
read together with the information in the documents incorporated by
reference. You may request a copy of any or all of these filings,
at no cost, by writing or telephoning us at: Dean Huge, Splash
Beverage Group, Inc., 1314 E Las Olas Blvd. Suite 221, Fort
Lauderdale, Florida 33301; Telephone number (954) 745-5815.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and
Distribution.
The following table sets forth the costs and expenses payable by us
in connection with the issuance and distribution of the securities
being registered hereby s, all of which are estimated except for
the SEC registration fee.
|
Item |
|
Amount |
|
SEC registration fee |
|
$ |
425 |
|
|
Legal fees and expenses |
|
$ |
65,000 |
* |
|
Accounting fees and expenses |
|
$ |
5,000 |
* |
|
Miscellaneous expenses |
|
$ |
1,000 |
* |
| Total |
|
$ |
71,425 |
* |
*
The amounts other than the SEC registration fee are estimated for
the purpose of this filing, and may be subject to change.
Item 15. Indemnification of Directors and Officers.
Pursuant to our Articles of Incorporation and By-Laws, we may
indemnify, to the extent permitted under
Nevada law, an officer or director against all liability and expenses (including,
but not limited to attorney’s fees) reasonably incurred by reason
of being or having been a director, officer or representative of
ours. Any indemnification in this paragraph is intended to
be to the fullest extent permitted by the laws of the State of
Nevada.
Indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to directors or officers
pursuant to the foregoing provisions. However, we are informed
that, in the opinion of the Commission, such indemnification is
against public policy, as expressed in the Act and is, therefore,
unenforceable.
Item 16. Exhibits.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which individually or in
the aggregate, represent a fundamental change in the information
set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee”
table in the effective Registration Statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (1)(i), (1)(ii) and
(1)(iii) of this section do not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by
the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement, or is contained in a form of
prospectus filed pursuant to Rule 424(b) that is part of the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for the purpose of determining liability under the
Securities Act to any purchaser:
(A) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and included
in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5) or (b)(7) as part of a registration statement in
reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii) or (x) for the purpose of providing the
information required by Section 10(a) of the Securities Act shall
be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in prospectus. As provided in
Rule 430B, for liability purposes of the issuer and any person that
is at that date an underwriter, such date shall be deemed to be a
new effective date of the registration statement relating to the
securities in the registration statement to which the prospectus
relates, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in
any such document immediately prior to such effective date; and
(5) The undersigned hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the registrant’s annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(6) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that, in
the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer, or controlling person in connection with
the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for fling on Form S-3 and has duly
caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Fort
Lauderdale, State of Florida on this 21st day of
April 2023.
| |
SPLASH BEVERAGE
GROUP, INC. |
| |
|
|
| |
By: |
/s/ Robert
Nistico |
| |
|
Robert
Nistico |
| |
|
Chairman of the Board and Chief Executive Officer |
| |
|
(Principal Executive
Officer) |
| |
|
|
| |
By: |
/s/ Ronald
Wall |
| |
|
Ronald
Wall |
| |
|
Chief
Financial Officer, Treasurer |
| |
|
(Principal Financial and
Accounting Officer) |
Each person whose signature appears below constitutes and appoints
Robert Nistico and Ronald Wall and each of them severally, as his
true and lawful attorney in fact and agent, with full powers of
substitution and re-substitution, for him and in his name, place
and stead, in any and all capacities, to sign any or all amendments
(including post effective amendments) to the Registration
Statement, and to sign any registration statement for the same
offering covered by this Registration Statement that is to be
effective upon filing pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, and all post effective amendments thereto,
and to file the same, with all exhibits thereto, and all documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, each
acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, each acting alone, or his or
her substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
| /s/ Robert
Nistico |
|
April 21,
2023 |
| Robert
Nistico |
|
|
|
| Chief
Executive Officer and |
|
|
|
| Director
(principal executive officer) |
|
|
|
| |
|
|
|
| /s/ Ronald
Wall |
|
April 21,
2023 |
| Ronald
Wall |
|
|
|
| Chief
Financial Officer, Treasurer |
|
|
|
| (principal financial and
accounting officer) |
|
|
|
| |
|
|
|
| /s/ Justin
Yorke |
|
April 21,
2023 |
| Justin
Yorke |
|
|
|
| Director,
Secretary |
|
|
|
| |
|
|
|
| /s/ Peter
McDonough |
|
April 21,
2023 |
| Peter
McDonough |
|
|
|
| Director |
|
|
|
| |
|
|
|
| /s/ Candace
Crawford |
|
April 21,
2023 |
| Candace
Crawford |
|
|
|
| Director |
|
|
|
15
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