UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
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Emerging growth company
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Item 1.01 Entry into a Material Definitive Agreement.
As previously announced on October 6, 2023, Splash Beverage Group Inc., a Nevada corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain accredited investors (the “Purchasers”). Pursuant to the Purchase Agreement, the Company sold the Purchasers: (i) senior convertible notes in the aggregate original principal amount of $1,250,000, (the “Notes”) convertible into up to 1,470,588 shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), subject to adjustments as provided in the Notes, (ii) 625,000 shares of Common Stock (the “Commitment Shares”) and (iii) warrants to acquire up to an aggregate of 1,250,000 additional shares of Common Stock (the “Warrants”). The conversion price of the Notes is $0.85 per share, subject to adjustments as provided in the Notes. The Warrants are exercisable from the date of issuance until October 3, 2028, at an exercise price of $0.85 per Warrant, subject to adjustments as provided in the Warrants. The offering closed on October 3, 2023 (the “Closing Date”).
On November 9, 2023, the Company and the Purchasers entered into an extension (the “Waiver Agreement”), to the registration rights agreement (the “Registration Rights Agreement”), which was entered into in connection with the Purchase Agreement. Pursuant to the Waiver Agreement, the Purchasers agreed to extend the Filing Deadline (as defined below) from 30 calendar days to 60 calendar days after the Closing Date and extended the Effectiveness Deadline (as defined below) from 90 calendar days to 120 calendar days after the Closing Date.
Prior to the Waiver Agreement, under the Registration Rights Agreement, the Company agreed to file a registration statement to register the Commitment Shares and shares of Common Stock underlying the Notes and Warrants within thirty (30) days after the Closing Date (the “Filing Deadline”) and to have such registration statement effective within ninety (90) days of the Closing Date (or the second business day after the Company is notified by the U.S. Securities and Exchange Commission that such registration statement will not be reviewed or subject to further review) (the “Effectiveness Deadline”).
The foregoing descriptions of the Waiver Agreement are not complete and are qualified in their entirety by reference to the full text of the form of the Waiver Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Waiver Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: November 13, 2023
| SPLASH BEVERAGE GROUP, INC. | |
| /s/ Robert Nistico | |
| Robert Nistico | |
| Chief Executive Officer |