Attached files
| file | filename |
|---|---|
| EX-10.2 - EXHIBIT 10.2 - SPLASH BEVERAGE GROUP, INC. | e2403_10-2.htm |
| EX-10.1 - EXHIBIT 10.1 - SPLASH BEVERAGE GROUP, INC. | e2403_10-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 29, 2021
| SPLASH BEVERAGE GROUP, INC. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Colorado |
| (State or Other Jurisdiction of Incorporation) |
| 000-55114 | 34-1720075 | |
| (Commission File Number) | (IRS Employer Identification No.) |
|
1314 East Ls Olas Blvd, Suit 221 Fort Lauderdale, Florida 33316 |
||
| (Address of Principal Executive Offices) | ||
| (954) 745-5815 | ||
| (Registrant’s Telephone Number, Including Area Code) | ||
|
Not Applicable | ||
| (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 | ||
| NA | NA | NA |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
From January 29, 2021 through February 1, 2021, Splash Beverage Group, Inc. (the “Company”) executed a Subscription Agreements with accredited investors (the “Subscription Agreement”), pursuant to which the Company received gross proceeds of $1,683,520 pursuant to which the Company will issue the investors approximately 1,530,473 of the Company’s common stock and warrants (the “Warrants”) to purchase 765,237 shares of the Company’s common stock. If after six months form the issuance of the Warrant, there is no effective registration statement registering the shares of common stock issuable upon exercise of the Warrant the warrant may be exercised on a cashless basis as set forth in the Warrant.
In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.
The foregoing descriptions of the Subscription Agreement and Warrant are qualified by reference to the full text of such documents which are filed as exhibits to this report.
Item 3.02 Unregistered Sales of Equity Securities.
The information under Item 1.01 is incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | Form of Subscription Agreement | |
| 10.2 | Form of Warrant |
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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: February 2, 2021
| SPLASH BEVERAGE GROUP, INC. | |
| /s/ Dean Huge | |
|
Dean Huge Chief Financial Officer |
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