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
Splash Beverage (AMEX:SBEV)
Historical Stock Chart
From Oct 2023 to Nov 2023
Splash Beverage (AMEX:SBEV)
Historical Stock Chart
From Nov 2022 to Nov 2023
