Amended Current Report Filing (8-k/a)
May 08 2023 - 05:04PM
Edgar (US Regulatory)
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2023-03-09 2023-03-09 0001553788
SBEV:CommonStock0.001ParValuePerShareMember 2023-03-09 2023-03-09
0001553788 SBEV:WarrantsToPurchaseSharesOfCommonStockMember
2023-03-09 2023-03-09 iso4217:USD xbrli:shares iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
March 9, 2023
SPLASH BEVERAGE GROUP, INC. |
(Exact Name of Registrant as Specified in Its Charter) |
|
Nevada |
(State or Other Jurisdiction of Incorporation) |
001-40471 |
|
34-1720075 |
(Commission File Number) |
|
(IRS Employer Identification
No.) |
|
1314 East Las Olas Blvd,
Suite 221
Fort Lauderdale,
Florida
33301 |
|
(Address of Principal
Executive Offices) |
|
(954)
745-5815 |
(Registrant’s Telephone
Number, Including Area Code) |
|
(Former Name or Former
Address, if Changed Since Last Report) |
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on
which registered |
Common Stock, $0.001 par value per share |
|
SBEV |
|
NYSE American LLC |
Warrants to purchase shares of common stock |
|
SBEV-WT |
|
NYSE American LLC |
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging
growth company
☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
On March 15, 2023, Splash Beverage Group, Inc. (the “Company”)
filed a Current Report on Form 8-K (the “Initial Form 8-K”)
disclosing that on March 9, 2023, the Company was advised by
Daszkal Bolton, LLP (“Daszkal”), the Company’s independent
registered public accounting firm, that Daszkal completed a
business combination agreement with CohnReznick LLP
(“CohnReznick”), and that Daszkal would resign as the Company’s
independent registered public accounting firm following the Company
filing its annual report on Form 10-K for the year ended December
31, 2022 with the Securities and Exchange Commission (the “SEC”).
The Initial Form 8-K also disclosed that the Company would likely
engage CohnReznick to serve as the Company’s independent registered
public accounting firm for the Company’s fiscal year ending
December 31, 2023. This Amendment No. 1 to the Initial Form 8-K is
being filed to update the disclosures required by Item 304(a) of
Regulation S-K through Daszkal’s resignation, and disclose the
Company’s appointment of CohnReznick as the Company’s independent
registered public accounting firm.
Item
4.01 Changes in Registrant’s Certifying Accountant.
(a) Daszkal served as the Company’s independent registered public
accounting firm for the fiscal year ended December 31, 2022. On May
3, 2023, Daszkal affirmed to the Company that it had resigned as
the Company’s independent registered accounting firm.
Daszkal’s reports on the Company’s financial statements for the
fiscal years ended December 31, 2022 and 2021 did not contain an
adverse opinion or a disclaimer of opinion, and were not qualified
or modified as to uncertainty, audit scope, or accounting
principles. In addition, during the Company’s two most recent
fiscal years ended December 31, 2022 and 2021, and the subsequent
interim period through the effective date of Daszkal’s resignation,
there were (i) no disagreements (as described in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions) between the Company
and Daszkal on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to Daszkal’s satisfaction,
would have caused Daszkal to make reference to the subject matter
of disagreement in connection with its reports on the Company’s
consolidated financial statements for such years; and (ii) no
“reportable events” within the meaning of Item 304(a)(1)(v) of
Regulation S-K, except that Daszkal advised the Company of material
weaknesses in its internal controls over financial reporting as of
December 31, 2022 and 2021.
The Company provided Daszkal with a copy of the disclosures it is
making in this this Current Report on Form 8-K/A and requested that
Daszkal furnish a letter addressed to the SEC stating whether
Daszkal agrees with the statements made herein. A copy of Daszkal’s
letter dated May 8, 2023, is filed as Exhibit 16.1.
(b) On May 4, 2023, upon the approval of the Audit Committee, the
Company engaged CohnReznick as the Company’s new independent
registered public accounting firm for the Company’s fiscal year
ending December 31, 2023 and interim periods.
During the Company’s two most recent fiscal years ended December
31, 2021 and 2022, and the subsequent interim period through the
date of its engagement, the Company did not consult with
CohnReznick regarding either of the following: (i) the application
of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be
rendered on the Company’s financial statements, and CohnReznick did
not provide a written report or oral advice on any accounting,
auditing or financial reporting issue that CohnReznick concluded
was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting
issue, or (ii) any matter that was either the subject of a
disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions, or a “reportable event,” as described
in Item 304(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: May 8, 2023
SPLASH BEVERAGE GROUP, INC. |
|
|
|
/s/ Robert Nistico |
|
Robert Nistico |
|
Chief Executive Officer |
|
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