Splash Beverage Group, Inc.

SBEV: PRE 14A · proxy statement

Endovia Health Sciences (SBEV) filed a preliminary proxy for a December 7, 2026 special meeting with five proposals: approving issuances of 12,683,908 shares under Series D preferred and a $576,271 convertible note, approving 20,000,000 ELOC shares with C/M Capital, increasing authorized shares to 800,000,000, authorizing a reverse split of 1:2 to 1:49, and adjournment. The context is severe: the company received NYSE American non-compliance notices for negative stockholders' equity in April 2026 and had trading halted in July when the stock fell below $0.10 ($0.0936 last price). It already executed reverse splits of 1:40 in March 2025 and 1:4 in July 2026, and NYSE rules bar another split before March 28, 2027 — so if the stock falls below $0.10 before then, the company faces immediate delisting. The proposed financing structure implies extreme dilution: the ELOC could ultimately deliver up to 1,000,000,000 shares against roughly 11.4 million currently outstanding, with sales priced at 95% of the lowest recent price or VWAP. Management states it is unlikely to raise capital elsewhere if these proposals fail, underscoring its dependence on dilutive financing to survive the January 29, 2027 equity-compliance deadline.

SEC PRE 14A•3d ago

SBEV: 8-K · material agreement

Endovia Health Sciences entered into a letter agreement with C/M Capital Master Fund on October 15, 2026, amending its September 2025 equity line of credit purchase agreement. The amendment raises the investor's beneficial ownership limitation from 4.99% to 9.99% effective immediately, and waives notice requirements and other inconsistent provisions. Investor resales under the equity line are registered on the company's Form S-1 (File No. 333-298112), effective August 24, 2026, meaning shares can be sold into the market. Doubling the ownership cap roughly doubles the near-term potential supply of shares from this investor. The change is a bearish signal for existing holders given dilution risk under equity lines of credit, though no specific dollar commitment or share count was disclosed. Brady Cobb signed the filing as Interim CEO.

SEC 8-K•11d ago

SBEV: 8-K · offering registration

Endovia Health Sciences sold 526,582 shares of common stock on September 30, 2026 under its equity line of credit with C/M Capital Master Fund, LP, raising gross proceeds of $81,830.84. The sales were made under the September 19, 2025 Securities Purchase Agreement and exempt from registration via Section 4(a)(2) and Rule 506(b), with resale covered by an effective Form S-1 dated August 24, 2026. The draw is small in dollar terms but continues dilutive equity-line issuance, a pattern worth monitoring for a micro-cap issuer.

SEC 8-K•20d ago

SBEV: PRE 14A · proxy statement

Endovia Health Sciences (SBEV) filed its preliminary proxy for a virtual annual meeting on November 20, 2026, with six proposals including director elections, say-on-pay, auditor ratification, and adjournment authority. The most consequential proposals are 4 and 5: a 4,815,780-share increase to the 2025 Equity Incentive Plan plus an Automatic Ownership Maintenance feature, and RSU grants equal to 20% of fully diluted shares (~2,093,250 shares) to officers and directors, tied to closing a strategic transaction and restoring NYSE American compliance. The filing also reveals significant red flags: a NYSE American stockholders' equity deficiency notice, two recent reverse splits (1-for-40 in March 2025, 1-for-4 in July 2026), a disputed lender demand settled by paying just $301,801 against $2,834,689 of obligations, ongoing losses requiring continued dilutive equity raises, and an option repricing from $1.00 to $0.3551 for insiders. Management, led by Interim CEO Brady Cobb, is pursuing a strategic transformation into cannabinoid wellness and pharmaceuticals, including a contemplated acquisition of Medterra CBD, with the RSU grants structured as an express closing condition to any such transaction.

SEC PRE 14A•1mo ago

SBEV: PRE 14A · proxy statement

Endovia Health Sciences (SBEV) filed a preliminary proxy for its November 2026 annual meeting headlined by a proposal to grant insiders restricted stock units equal to 20% of fully diluted shares — approximately 2,093,250 units against only 6,412,521 shares outstanding as of the September 28, 2026 record date. A companion proposal would expand the 2025 Equity Incentive Plan by 4,815,780 shares, add an Automatic Ownership Maintenance feature that restores covered insiders to the 20% ownership target after any dilutive event, and reprice June 2026 options from $1.00 to $0.3551, the August 3, 2026 closing price. Vesting of 50% of the RSUs triggers on closing of a strategic transaction, which is itself an express closing condition to any merger the board approves. The proxy discloses significant distress: the company reported a $25.2 million net loss for 2025, received a NYSE American stockholders' equity deficiency notice, settled a disputed $2.83 million Decathlon lender demand for a $301,801 payment, and completed a one-for-four reverse split in July 2026 after a one-for-forty split in March 2025. Management frames the awards as aligning insiders with a transformation into cannabinoid wellness, including a potential Medterra CBD acquisition; the filing itself warns stockholders the formula-based maintenance feature could produce ongoing, potentially unbounded dilution that shifts value away from public holders.

SEC PRE 14A•1mo ago

SBEV: 8-K · offering registration

Endovia Health Sciences (NYSE American: SBEV) disclosed that on August 25, 2026 it sold 510,951 shares of common stock to C/M Capital Master Fund, LP under its Securities Purchase Agreement dated September 19, 2025, generating total gross proceeds of $107,610.62. The shares were issued in reliance on the Section 4(a)(2) and Rule 506(b) exemptions from registration, and the purchaser's resales were registered on the company's Form S-1 (File No. 333-298112), which became effective August 24, 2026. The small draw under the equity line of credit signals continued reliance on dilutive equity financing, and the report was signed by Brady Cobb, who serves as the company's interim chief executive officer.

SEC 8-K•1mo ago

SBEV: 424B3 · prospectus supplement

Endovia Health Sciences, Inc. (formerly Splash Beverage Group, now trading as EDVA on NYSE American) filed a 424B3 prospectus registering the resale of up to 5,000,000 shares of common stock by C/M Capital Master Fund, LP under their September 19, 2025 equity line of credit. The company receives no proceeds from C/M's resales but may elect to draw up to $30,782,793 in additional gross proceeds under the $35,000,000 ELOC. If all 5,000,000 registered shares are issued, common shares outstanding would rise from 6,412,521 to 11,412,521, an increase of roughly 78 percent. That sits on top of roughly 10.6 million shares underlying convertible preferred stock, 3.9 million from convertible notes, plus options, warrants, and pending RSU grants equal to 20 percent of fully diluted shares. The prospectus discloses going-concern doubt, a $25.2 million 2025 net loss from continuing operations, and a stockholders' equity deficit of $15.3 million against NYSE American's $6 million requirement, with a compliance deadline of January 29, 2027. Trading was halted on July 16, 2026 at $0.0936 before a one-for-four reverse split took effect on July 24, 2026; the stock last traded at $0.41. The former beverage company has pivoted to cannabinoid health sciences, licensing the epilepsy drug CannEpil from Australia's Argent Biopharma in exchange for $5.5 million of Series D preferred plus 15 percent human-use and 10 percent veterinary-use royalties. Notably, the ELOC floor prices of $3.60 and $3.40 sit far above the $0.41 market price, making practical access to the facility at current levels doubtful.

SEC 424B3•1mo ago

SBEV: S-1/A · offering registration

Splash Beverage Group (NYSE American: SBEV) filed an S-1/A on August 20, 2026 registering the resale of up to 5,000,000 shares by C/M Capital Master Fund, LP under the $35 million equity line of credit signed September 19, 2025. The company has already drawn $4,217,207 for 4,924,459 shares and may receive up to $30,782,793 in additional gross proceeds at its discretion; it receives none of the proceeds from C/M's resales. The registration would lift shares outstanding from 6,412,521 to 11,412,521, roughly a 78% increase, before counting another ~18 million shares underlying options, warrants, convertible notes and convertible preferred. The stock last traded at $0.41 on August 19, 2026, following a one-for-four reverse split on July 24, 2026 that was implemented after NYSE halted trading at $0.0936 on July 16 for trading below the $0.10 immediate-delist threshold. The prospectus discloses substantial doubt about the company's ability to continue as a going concern after a ~$25.2 million net loss from continuing operations in fiscal 2025 and a stockholders' equity deficit of $15,300,828. NYSE American accepted a compliance plan giving Splash until January 29, 2027 to cure equity deficiencies, material weaknesses in internal controls remain unresolved, and proposed exchange rules could delist the stock because its market cap has sat below $5 million for more than 30 trading days. Splash is pivoting from a stalled beverage business to cannabinoid health sciences, holding exclusive worldwide rights to CannEpil, an epilepsy therapy licensed from Argent Biopharma, and will rename itself Endovia Health Sciences, Inc. effective on NYSE American around August 24, 2026. The licensor's CannEpil sales have collapsed from $4,262,155 in 2023 to $98,639 year-to-date in 2026, underscoring the execution risk in the new strategy.

SEC S-1/A•2mo ago

SBEV: 10-Q · periodic report

Splash Beverage Group's 10-Q for the quarter ended June 30, 2026 shows zero revenue, a $2.05 million quarterly net loss, and management's explicit statement that substantial doubt exists about the company's ability to continue as a going concern. Cash was just $242,702 against $16.8 million of current liabilities, including $3.08 million of accrued interest. The balance sheet is deeply impaired: stockholders' equity of negative $15.75 million, an accumulated deficit of $186.8 million, and a working capital deficit of roughly $15.9 million. Operations were funded almost entirely by selling stock through the C/M Capital equity line — 2.6 million split-adjusted shares for $2.9 million in the first half, plus 2.3 million more shares for $1.27 million through August 18 — and the company executed a 1-for-4 reverse split on July 24, 2026, its second split in 16 months, to keep its NYSE American listing under a compliance plan running through January 29, 2027. Strategically, Splash is abandoning beverages for a cannabinoid health sciences platform: it licensed exclusive worldwide rights to CannEpil, an epilepsy treatment candidate, from Argent Biopharma, invested $217,479 in Avicanna, signed a development deal with Lupvindol Biosciences to pursue an FDA veterinary conditional approval, and is renaming itself Endovia Health Sciences effective around August 24, 2026. Management also disclosed material weaknesses in internal controls that left disclosure controls ineffective, and corrected a prior-period error tied to the cancelled $20 million Series C preferred issuance for undelivered Costa Rica water rights.

SEC 10-Q•2mo ago

SBEV: NT 10-Q · late filing

Splash Beverage Group (SBEV) filed a Form 12b-25 NT 10-Q notification stating it cannot timely file its Form 10-Q for the quarter ended June 30, 2026 due to limited personnel and resources and delays in preparing its financial statements. The company expects to file the report within the five-calendar-day extension window allowed under Rule 12b-25. The filing discloses that Splash expects revenues of approximately $0 for the six months ended June 30, 2026, down from approximately $45,200 in the prior-year period, attributing the collapse to a shift in the company's business model. Splash also expects a loss from continuing operations of approximately $4 million for the half-year, an improvement from roughly $11 million a year earlier, which it attributes to significant cost reductions. The anticipated results remain subject to auditor review, and the notification was signed by Interim CFO Martin Scott, underscoring the company's thin bench of financial personnel.

SEC NT 10-Q•2mo ago

SBEV: S-1 · offering registration

Splash Beverage Group filed an S-1 registering 5,000,000 shares of common stock for resale by C/M Capital Master Fund, LP, the counterparty to a $35 million equity line of credit dated September 19, 2025. The company will receive nothing from the resale itself but may sell shares to C/M over time for up to $30,782,793 in remaining gross proceeds, at 95% of market-based purchase prices. The registered shares equal roughly 78% of the 6,412,521 shares outstanding as of August 5, 2026, and the filing estimates the ELOC could ultimately require issuance of up to 43,750,000 shares. That overhang sits on top of options, warrants, convertible notes and convertible preferred representing more than 17 million additional shares, plus a proposed RSU grant of about 2,093,250 shares. Auditors Rose, Snyder & Jacobs disclosed substantial doubt about the company's ability to continue as a going concern after a $25.2 million net loss from continuing operations in fiscal 2025. Stockholders' equity was negative $15.3 million against NYSE American's $6 million requirement, and the company has until January 29, 2027 to regain compliance or face potential delisting proceedings. Trading was halted on July 16, 2026 after the stock fell below $0.10 per share, prompting a one-for-four reverse split effective July 24, 2026. Splash has abandoned its beverage business and is betting on the cannabinoid drug CannEpil, which is not FDA approved and whose licensor's sales fell from $4.26 million in 2023 to $98,639 year to date in 2026.

SEC S-1•2mo ago

SBEV: 8-K · material agreement

Splash Beverage Group, Inc. amended settlement agreements with three prior investors related to investments made in October 2024, which the investors claimed the Company had breached. Under the new terms, the Company paid $137,797.54 on July 15, 2026, representing half of the remaining unpaid balance, with the remaining $137,797.54 due on July 31, 2026. The amended agreements stipulate that the outstanding balance will accrue interest at a rate of 12% per annum and require the Company to cover the investors' reasonable attorney's fees.

SEC 8-K•3mo ago

SBEV: 8-K · reverse split

Splash Beverage Group announced a one-for-four reverse stock split effective July 24, 2026, simultaneously reducing authorized shares from 400 million to 100 million. The NYSE American halted trading due to the stock falling below $0.10, with a last price of $0.0936; trading is expected to resume split-adjusted on July 27, 2026. All outstanding securities including options and warrants will be proportionally adjusted to reflect the reverse stock split.

SEC 8-K•3mo ago

Splash Beverage Group Announces Significant Balance Sheet Improvement and Board Approval of Reverse Stock Split as Company Continues Strategic Transformation

Splash Beverage Group's board approved a 1-for-4 reverse stock split effective July 24, 2026, to maintain compliance with NYSE American's minimum share price requirements. The company also negotiated settlements reducing $3.3 million in legacy liabilities to $550,000 in cash, expected to generate a one-time gain of $2.75 million. Post-split trading will commence on July 27, 2026, under the same ticker SBEV with a new CUSIP.

•3mo ago

SBEV: 8-K · offering registration

Splash Beverage Group sold and issued 767,953 shares of common stock for total gross proceeds of $117,036 on June 24, 2026. The transaction was executed pursuant to a Securities Purchase Agreement dated September 19, 2025 with C/M Capital Master Fund, LP. The company noted that the sales were made in reliance on the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b). Additionally, the purchaser's resales of the shares were registered on the company's effective registration statement on Form S-1.

SEC 8-K•4mo ago

SBEV: S-1 · offering registration

Splash Beverage Group (SBEV) filed an S-1 registration statement to register the resale of up to 10 million shares of common stock by C/M Capital Master Fund, LP. These shares are issuable under an Equity Line of Credit (ELOC) agreement with a total commitment of $35 million, of which approximately $32.2 million remains available for the company to draw upon at its discretion. The company is in severe financial distress, with auditors issuing a going-concern opinion due to recurring losses and a stockholders' equity deficit of $15.3 million. Splash generated only $73,000 in revenue for the full year 2025 and has ceased meaningful operations in its beverage business, pivoting instead to seek an acquisition in the cannabinoid wellness sector. SBEV faces imminent delisting risk from NYSE American for failing to meet the $6 million stockholders' equity requirement. The company's stock price has declined to $0.29, approaching the $0.10 threshold that triggers immediate delisting, and management is exploring a reverse stock split as a potential cure while pursuing strategic alternatives.

SEC S-1•4mo ago

SBEV: 8-K · offering registration

Splash Beverage Group issued 3,846,332 shares of common stock to C/M Capital Master Fund, LP between May 29 and June 1, 2026, raising $607,720 in gross proceeds. The issuance was made under a Securities Purchase Agreement dated September 19, 2025, which was previously disclosed in an 8-K filing. The shares were sold pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506(b). Resales of these shares by the purchaser are covered by a Form S-1 registration statement filed on December 18, 2025. The implied price of approximately $0.158 per share suggests a significant discount to market value, indicating dilutive capital raising typical of distressed micro-cap issuers. Brady Cobb signed the filing in his capacity as Interim CEO.

SEC 8-K•4mo ago

Splash Beverage Group Provides Corporate Update on NYSE Compliance Process and Strategic Transaction Initiatives

Splash Beverage Group disclosed that its audited financial statements for fiscal year 2025 contain a 'going concern' opinion, raising significant questions about its ability to continue operations without additional capital or a strategic transaction. The company is also navigating a compliance deficiency with NYSE American regarding stockholders' equity. It submitted a compliance plan on May 28, 2026, and is awaiting a determination that could grant a cure period extending through January 29, 2027. Separately, a non-binding Letter of Intent with Medterra CBD expired on May 4, 2026, without execution. Management is now evaluating other strategic opportunities in the cannabinoid wellness sector to mitigate dilution and create shareholder value.

•4mo ago

SBEV: 10-Q · periodic report

Splash Beverage Group reported a net loss of $2.1 million for Q1 2026 on negligible revenue of $4,224, driven by high interest expenses and operating costs amid a lack of working capital. The company ended the quarter with a stockholders' deficit of $16.2 million and only $381,000 in cash, triggering a formal notice from NYSE American for failing to meet the $6 million minimum equity requirement. To avoid delisting, Splash is pursuing a non-binding merger with Medterra CBD, LLC, valued at $37.6 million, but the deal requires raising $10 million in cash to pay off Medterra's debt, which the company admits it cannot assure it will secure. The filing also discloses material weaknesses in internal controls, including a lack of segregation of duties, and significant leadership churn with the resignation of two board members and the appointment of an interim CEO. The company has been selling shares via an Equity Line of Credit (ELOC) to generate liquidity, raising $1.37 million in Q1 and another $855,000 in subsequent events, but this dilutive financing is insufficient to resolve its structural debt issues or guarantee compliance with exchange listing standards without a successful acquisition.

SEC 10-Q•5mo ago

SBEV: NT 10-Q · late filing

Splash Beverage Group (SBEV) filed a Form 12b-25 notification, admitting it cannot file its Q1 2026 10-Q on time due to limited personnel and resources. This delay signals potential operational or accounting distress, as the company cites an inability to complete the financial statements without unreasonable effort. The filing reveals a dramatic deterioration in business performance. The company expects Q1 2026 revenue of just $4,224, a collapse from $68,606 in the same quarter last year. Simultaneously, the operating loss is expected to balloon from $3,276 to approximately $2.14 million, representing a $1.14 million increase in losses year-over-year. These figures suggest the company is burning cash rapidly with negligible revenue generation. The combination of a late filing and such severe financial degradation raises significant red flags regarding the company's viability and internal controls.

SEC NT 10-Q•5mo ago

Splash Beverage Group Receives NYSE Notice Regarding Shareholders’ Equity Requirement; will execute a plan to Regain Compliance

Splash Beverage Group received a notice from NYSE Regulation stating it is not in compliance with the exchange's continued listing standards related to minimum shareholders' equity. The company is required to submit a plan to regain compliance by May 29, 2026, which may result in a cure period extending through January 29, 2027. Management indicated that the proposed business combination with Medterra CBD, currently agreed upon in principle via a letter of intent, is central to its strategy to satisfy listing requirements and strengthen the balance sheet.

•5mo ago