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UNITED
STATES
Schedule
14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Check the appropriate box:
SPLASH
BEVERAGE GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To the stockholders of Splash Beverage Group, Inc.,
This definitive proxy statement is in substantially
the same as the preliminary proxy statement that we filed with the Securities and Exchange Commission on June 20, 2024,. You are cordially
invited to attend a special meeting of Stockholders of Splash Beverage Group, Inc. (the Company) to be held in a virtual-only
meeting format via live webcast on the Internet on July 31, 2024, at 10:00 a.m. Eastern Time (the Special Meeting). At the
Special Meeting you will be asked to vote on the following matters:
We also will transact such other business as may properly
come before the Special Meeting or any adjournments thereof.
The Board of Directors recommends
that you vote at the Special Meeting FOR Proposal 1as set forth in this Notice.
These items of business are more fully
described in the proxy statement that is attached to this Notice. The Board of Directors has fixed the close of business on June 12, 2024,
as the Record Date for determining the stockholders that are entitled to notice of and to vote at the Special Meeting and
any adjournments thereof. A list of stockholders entitled to vote at the meeting will be available for examination by any stockholder,
for any purpose related to the meeting to the Special Meeting, by appointment, for a period of ten days before the meeting in person at
our corporate offices in Fort Lauderdale, Florida, and in electronic form at the meeting.
It is important that your shares are represented
and voted at the meeting. You can vote your shares by completing, signing, and returning your completed proxy card or vote by mail, internet
or by fax by following the instructions included in the proxy statement. You can revoke a proxy at any time prior to its exercise at the
meeting by following the instructions in the proxy statement.
We are holding the 2024 Special Meeting of Stockholders
in a virtual-only meeting format via live webcast on the internet. You will not be able to attend at a physical location. Stockholders
will be able to join and attend online by logging in at www.virtualshareholdermeeting.com/SBEV2024SM Your proxy is revocable in accordance
with the procedures set forth in the proxy statement.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS
The Proxy Statement and the 2023 Annual Report on Form
10-K are available at
www.splashbeveragegroup.com or www.proxyvote.com
TABLE OF CONTENTS
Stockholders Should Read the Entire Proxy Statement
Carefully Prior to Returning Their Proxies
PROXY STATEMENT
FOR
SPECIAL MEETING OF STOCKHOLDERS
The enclosed proxy is solicited on behalf of the Board
of Directors (the Board) of Splash Beverage Group, Inc. for use at our Special Meeting of stockholders to be held in a virtual-only
(online) meeting format via live webcast on the Internet on July, 31, 2024, at 10:00 a.m. Eastern Time. Voting materials, including this
proxy statement and proxy card, are expected to be first delivered to all or our stockholders on or about July 15, 2024.
Following are some commonly asked questions raised
by our stockholders and answers to each of those questions.
What may I vote on at the Special Meeting?
At the Special Meeting, stockholders will consider
and vote upon the following matters:
How does the Board of Directors recommend that I vote on the proposals?
Our Board unanimously recommends that the stockholders
vote FOR the ratification of appointment of Companys independent registered accounting firm and FOR
the other proposal being put before our stockholders at the meeting.
How do I vote?
Whether you plan to participate in the online Special
Meeting or not, our Board urges you to vote by proxy. If you vote by proxy, the individuals named on the proxy card, or your proxies,
will vote your shares in the manner you indicate. You may specify whether your shares: should be voted for or withheld for the nominees
for director; should be voted for; and should be voted for, against or abstained with respect to approving the amendment to our articles
of incorporation to increase the number of authorized shares of common stock. Voting by proxy will not affect your right to virtually
attend the Special Meeting. If your shares are registered directly in your name through our transfer agent, VStock Transfer, LLC, or you
have stock certificates registered in your name, you may submit a proxy to vote:
1
Telephone and Internet voting facilities for all stockholders
of record will be available 24-hours a day and will close at 11:59 p.m., Eastern Time, on July 30, 2024.
If your shares are held in street name
(held in the name of a bank, broker or other nominee who is the holder of record), you must provide the bank, broker or other nominee
with instructions on how to vote your shares and can do so as follows:
How may I attend and participate in the Meeting?
We will be hosting the meeting live via the internet.
There will not be a physical location for the meeting. Our virtual meeting allows stockholders to submit questions and comments before
and during the meeting. After the meeting, we will spend up to 15 minutes answering stockholder questions. Our virtual format also allows
stockholders from around the world to participate and ask questions and for us to give thoughtful responses. Any stockholder can listen
to and participate in the meeting live via the internet at www.virtualshareholdermeeting.com/SBEV2024SM . Stockholders may begin submitting
written questions through the internet portal at 9:45 a.m. (Eastern Time) on July 31, 2024, and the webcast of the Special Meeting will
begin at 10:00 a.m. (Eastern Time) that day.
Stockholders may also vote while connected to the
meeting on the Internet. You will need the control number included on your Notice or your proxy card (if you received a printed copy of
the proxy materials) in order to be able to vote your shares or submit questions. Instructions on how to connect and participate via the
internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/SBEV2024SM.
We will have technicians ready to assist you with
any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting
during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in
page.
If you do not have your control number, you will be
able to listen to the meeting only you will not be able to vote or submit questions.
2
What happens if additional matters are presented at the Special Meeting?
Other than the matters identified in this proxy statement,
we are not aware of any other business to be acted upon at the Special Meeting. If you grant a proxy, the person named as proxy holder,
Robert Nistico, our Chief Executive Officer, or Julius Ivancsits, our Chief Financial Officer will have the discretion to vote your shares
on any additional matters properly presented for a vote at the Special Meeting.
What happens if I do not give specific voting instructions?
If you hold shares in your name and you sign and return
a proxy card without giving specific voting instructions, your shares will be voted as recommended by our Board on all matters and as
the proxy holder may determine in her or his discretion with respect to any other matters properly presented for a vote before the Special
Meeting. If you hold your shares through a stockbroker, bank or other nominee and you do not provide instructions on how to vote, your
stockbroker or other nominee may exercise their discretionary voting power with respect to certain proposals that are considered as routine
matters.
If the organization that holds your shares does
not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform
us that it does not have the authority to vote on these matters with respect to your shares.
This is generally referred to as a broker
non-vote. When the vote is tabulated for any particular matter, broker non-votes will be counted for purposes of determining whether
a quorum is present, but will not otherwise be counted. In the absence of specific instructions from you, your broker does not have discretionary
authority to vote your shares with respect to the election of our Board of Directors, and amendment to our Articles of Incorporation to
increase the number of authorized shares of common stock.
We encourage you to provide voting instructions to the organization that
holds your shares by carefully following the instructions provided in the
notice.
What is the quorum requirement for the Special Meeting?
On June 12, 2024, the Record Date for determining
which stockholders are entitled to vote at the Special Meeting or any adjournments or postponements thereof, there were 51,982,531 shares
of our common stock outstanding which is our only class of voting securities. Each share of common stock entitles the holder to one vote
on matters submitted to a vote of our stockholders. Holders of a thirty-four percent (34%) of our outstanding stock as of the Record Date
must be present at the Special Meeting (in person or represented by proxy) in order to hold the meeting and conduct business. This is
called a quorum. Your shares will be counted for purposes of determining if there is a quorum, even if you wish to abstain from voting
on some or all matters introduced at the Special Meeting, if you are present and vote online at the meeting or have properly submitted
a proxy card or voted by mail, internet or fax. Our current bylaws and articles differ on the quorum requirement and as per Article 3.8
of the Company Bylaws the quorum shall be as provided by the Articles of Incorporation in the case of a conflict.
How can I change my vote after I return my proxy card?
You may revoke your proxy and change your vote at
any time before the final vote at the Special Meeting. You may do this by signing a new proxy card with a later date or by attending the
Special Meeting at www.virtualshareholdermeeting.com/SBEV2024SM and voting at the meeting. However, your attendance at the Special Meeting
will not automatically revoke your proxy unless you vote at the Special Meeting or specifically request in writing that your prior proxy
be revoked.
Is my vote confidential?
Proxy instructions, ballots and voting tabulations
that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either
within our Company or to third parties, except:
3
Any written comments that a stockholder might include
on the proxy card may be forwarded to our management.
Where can I find the voting results of the Special Meeting?
The preliminary voting results will be announced at
the Special Meeting. The final voting results will be tallied by our inspector of elections and reported in a Current Report on Form 8-K,
which we will file with the Securities and Exchange Commission, or SEC, within four business days of the date of the Special Meeting.
How can I obtain a separate set of voting materials?
To reduce the expense of delivering duplicate voting
materials to our stockholders who may have more than one Splash Beverage Group, Inc. stock account, we are delivering only one Notice
to certain stockholders who share an address, unless otherwise requested. If you share an address with another stockholder and have received
only one Notice, you may write or call us to request to receive a separate Notice. Similarly, if you share an address with another stockholder
and have received multiple copies of the Notice, you may write or call us at the address and phone number below to request delivery of
a single copy of this Notice. For future Special Meetings, you may request separate Notices, or request that we send only one Notice to
you if you are receiving multiple copies, by writing or calling us at:
Splash Beverage Group, Inc.
Who pays for the cost of this proxy solicitation?
We will pay the costs of the solicitation of proxies.
We may also reimburse brokerage firms and other persons representing beneficial owners of shares for expenses incurred in forwarding the
voting materials to their customers who are beneficial owners and obtaining their voting instructions. In addition to soliciting proxies
by mail, our board members, officers and employees may solicit proxies on our behalf, without additional compensation, personally, electronically
or by telephone.
How can I obtain a copy of Splash Beverage Group, Inc.s 2023
Annual Report on Form 10-K?
You may obtain a copy of our Annual Report on Form
10-K for the fiscal year ended December 31, 2023, by sending a written request to the address listed above under How can I obtain
a separate set of voting materials? Our 2023 Annual Report on Form 10-K is available by accessing our Investors page at
https://www.splashbeveragegroup.com
and our Form 10-K with exhibits is available on the website of the SEC at
www.sec.gov
.
4
What is the voting requirement to approve the proposals?
Proposal 1 requires approval by a majority of shares
present at the meeting. Abstentions and broker non-votes will be treated as shares that are present or represented and entitled to vote
for purposes of determining the presence of a quorum at the Special Meeting. Abstentions, whether by proxy or in person at the Special
Meeting will not be counted for or against the proposals, but will be counted as present at the Meeting in determining whether
or not a quorum exists. For the purposes of Proposal 1 broker non-votes will be voted as present.
How many votes are required to approve other matters that may come
before the stockholders at the meeting?
An affirmative vote of a majority of the shares present
at the meeting for all other matters being submitted to the stockholders for their consideration.
WHO CAN HELP ANSWER YOUR QUESTIONS?
You may seek answers to your questions by calling
Robert Nistico, our Chief Executive Officer at (954) 745-5815.
To approve
the issuance of shares of our common stock, representing more than 20% of our Common Stock outstanding upon the conversion of Convertible
Notes and Warrants issued to certain accredited investors on May 1, 2024, respectively convertible into up to 4,625,000 shares of Common
Stock and exercisable into 4,625,000 shares of Common Stock, which amount would be in excess of 19.99% of the issued and outstanding shares
of Company Common Stock in accordance with section 713 of the NYSE American LLC Company Guide
Proposal
Our Common Stock is currently listed on the NYSE American.
We are subject to NYSE American Rule 713(a)(ii), which requires us to obtain shareholder approval when shares will be issued in connection
with a transaction involving the sale, issuance or potential issuance of Common Stock (or securities convertible into or exercisable for
Common Stock) equal to 20% or more of presently outstanding shares for less than the greater of book or market value of the shares.
Background
As disclosed in the Current Report on Form 8-K filed
with the SEC on May 7, 2024 (the Transaction Form 8-K), on May 1, 2024, the Company authorized the sale of Convertible Notes
(as defined below), Warrants (as defined below), and Commitment Shares (as defined below) in the principal amount of $1.85 million.
Securities Purchase Agreement
On May 1, 2024,
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 $1,850,000, (the Convertible Notes) convertible into up to 4,625,000 shares of Common Stock
of the Company at $0.40 per share, subject to adjustments as provided in the Convertible Notes section 7, (ii) 925,000 shares of Common
Stock (the Commitment Shares), (iii) warrants to initially acquire up to an aggregate of 4,625,000 additional shares of
Common Stock (the Warrants) at an exercise price of $0.85 per Warrant Share, subject to adjustments as provided in the Warrant.
The Warrants are exercisable for cash only, provided there is an effective Registration Statement registering the shares exercisable upon
exercise of the Warrant. The conversion price of the Convertible Notes is $0.40 per share, subject to adjustments as provided in the Convertible
Notes.
5
Taking into account the issuance of the Commitment
Shares, the exercise of the Warrants, and assuming the full conversion of the Convertible Note, including the principal and interest through
November 1, 2025, the total number of shares issuable would be up to 10,175,000 shares of Common Stock, which amount would be in excess
of 19.99% of the issued and outstanding shares of the Common Stock. The aforementioned 10,175,000 is the current maximum number of shares,
the Convertible Note and Warrants are subject to adjustment upon the occurrence of certain events as described in exhibits 10.2 and 4.2
filed on Form 8-K on May 7, 2024. The Company is obligated to submit a proposal to its stockholders to obtain their approval for the issuance
of shares in excess of 19.99% of the issued and our standing shares issuable upon conversion of the Note and exercise of the Warrants.
The Company shall use its best efforts to obtain such stockholder approval. If the Company does not obtain stockholder approval at this
meeting, the Company shall use its best reasonable efforts to seek stockholder approval at a subsequent meeting to be held on or before
October 31, 2024 or at every subsequent meeting of the stockholders until the earlier of the date that either the stockholder approval
is obtained or the Note is no longer outstanding and the Warrants have expired.
We are currently limited to issuing up to 9,321,554
shares of Common Stock (19.99% of the stock outstanding at the time of the issuance of the Common Stock). Upon receipt of stockholder
approval, we will be able to issue the maximum number of shares of Common Stock that can be issued.
We cannot determine what the actual net proceeds of
the sale will be until the warrants are either exercised or expire, but as discussed above, the conversion price of the note is $0.40,
and the warrants are exercisable at $0.85 per share.
Effect of Proposal on Current Stockholder
If this Proposal 1 is adopted, the issuance
of such shares would result in dilution to our stockholders and would result in our stockholders having a smaller percentage interest
in the voting power, liquidation value, aggregate book value, and any future earnings of SBEV. The exact magnitude of the dilutive effect
cannot be conclusively determined, but the dilutive effect may be material to our current stockholders. Additionally, the issuance and
subsequent resale of shares sold may cause the market price of our common stock to decline. The increased number of issued shares could
discourage the possibility of, or render more difficult, certain mergers, tender offers, proxy contests or other change of control or
ownership transactions.
If approved the Company will use the proceeds from
the sale of the shares primarily for working capital.
Required Stockholder Vote and Recommendation of
Our Board of Directors
Our Board of Directors has unanimously approved the
transaction discussed above and has determined that approval of the issuance is advisable and in the best interests of the Company and
its stockholders.
Approval of the issuance contemplated by Proposal
1 requires the affirmative vote of a majority of the votes cast at the Meeting, whether in person or by proxy, provided that a quorum
is present. An abstention or broker non-vote will not be counted for or against the proposal, and therefore will not affect the vote outcome.
As of the date hereof, there are no other matters
that we intend to present, or have reason to believe others will present, at the Special Meeting of stockholders. If, however, other matters
properly come before the Special Meeting of stockholders, the accompanying proxy authorizes the person named as proxy or his substitute
to vote on such matters as he determines appropriate.
BENEFICIAL OWNERSHIP OF COMPANY COMMON STOCK BY
DIRECTORS, OFFICERS AND PRINCIPAL STOCKHOLDERS
The following table sets forth
certain information with respect to the beneficial ownership of our common stock as of June 12, 2024, for:
6
Except as indicated by the footnotes
below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole
investment power with respect to all shares of common stock that they beneficially, subject to applicable community property laws. Unless
otherwise specified, the address for each of the persons named in the table is 1314 E Las Olas Blvd. Suite 221, Fort Lauderdale, Florida
33301.
Our calculation of the percentage
of beneficial ownership is based on 51,982,531 shares of common stock outstanding as of June 12, 2024. We have determined beneficial ownership
in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.
Under Rule 13d-3 of the Exchange Act of 1934, as amended (the Exchange Act), a beneficial owner of a security includes any
person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting
power, which includes the power to vote or to direct the voting of shares; and (ii) investment power, which includes the power to dispose
or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons
share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if
the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information
is provided. In computing the percentage ownership of any person or persons, the amount of shares outstanding is deemed to include the
amount of shares beneficially owned by such person or persons (and only such person or persons) by reason of these acquisition rights.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. )
Filed by the Registrant
☒
Filed by a party other than the Registrant
☐
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material under 240.14a-12
Payment of Filing Fee (Check all boxes that apply):
☒
No fee required
☐
Fee paid previously with preliminary materials.
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
TO BE HELD ON JULY 31, 2024
1.
To approve the issuance of shares of our common stock, par value $0.001 (the Common Stock), representing more than 20% of our Common Stock outstanding upon the conversion of Convertible Notes and Warrants issued to certain accredited investors on May 1, 2024, respectively convertible into up to 4,625,000 shares of Common Stock and exercisable into 4,625,000 shares of Common Stock, which amount would be in excess of 19.99% of the issued and outstanding shares of Common Stock, in accordance with section 713 of the NYSE American LLC Company Guide; (Proposal 1);
By Order of the Board of
Directors
/s/ Robert
Nistico
Fort Lauderdale, FL
Chief Executive Officer
and Director
July 3, 2024
FOR THE SPECIAL MEETING OF SHAREHOLDERS
●
To approve the issuance
of shares of our Common Stock, representing more than 20% of our Common Stock outstanding upon the conversion of Convertible Notes
and Warrants issued to certain accredited investors on May 1, 2024, respectively convertible into up to 4,625,000 shares of Common
Stock and exercisable into 4,625,000 shares of Common Stock, which amount would be in excess of 19.99% of the issued and outstanding
shares of Company Common Stock in accordance with section 713 of the NYSE American LLC Company Guide;
●
By Internet or by telephone. Follow the instructions attached to the proxy card to submit a proxy to vote by Internet or telephone.
●
By mail. If you receive one or more proxy cards by mail, you can vote by mail by completing, signing, and returning the enclosed proxy card applicable to your class of stock in the enclosed postage prepaid envelope. Your proxy will be voted in accordance with your instructions. If you sign the proxy card but do not specify how you want your shares voted, they will be voted as recommended by our Board.
●
On the day of the meeting, you may go to www.virtualshareholdermeeting.com/SBEV2024SM , and log in by entering the 16-digit control number found on your proxy card, voting instruction form, or Notice, as applicable. If you do not have your control number, you will be able register as a guest; however, you will not be able to vote or submit questions during the meeting.
●
By Internet or by telephone. Follow the instructions you receive from the record holder to vote by Internet or telephone.
●
By mail. You should receive instructions from the record holder explaining how to vote your shares.
●
as necessary to meet applicable legal requirements;
●
to allow for the tabulation of votes and certification of the vote; and
●
to facilitate a successful proxy solicitation.
Attention: Robert Nistico, Chief Executive Officer
1314 East Las Olas Blvd, Suite 221
Fort Lauderdale, Florida 33301
Tel: (954) 745-5815
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THIS PROPOSAL 1
●
each of our current directors and executive officers;
●
all of our current directors and executive officers as a group; and
●
each person, or group of affiliated persons, who beneficially owned more than 5% of our common stock.
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|