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Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
☒
Filed by a party other than the Registrant
☐
Check the appropriate box:
☐
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
SPLASH
BEVERAGE GROUP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
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
1
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 31, 2025
To the stockholders of Splash Beverage Group, Inc.,
You are cordially invited to attend the 2025 Annual
Meeting of Stockholders (the Annual Meeting) of Splash Beverage Group, Inc. (the Company) to be held in a
virtual-only meeting format via live webcast on the Internet on October 31, 2025, at 10:00 AM, Eastern Time. At the Annual Meeting you
will be asked to vote on the following matters:
1.
Elect directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified;
2.
Ratify and approve the appointment of Rose, Snyder Jacobs LLP as Companys independent registered accounting firm for the fiscal year ending December 31, 2025;
3.
Approve, in accordance with the NYSE American Company Guide Section 713, the issuance of shares of common stock in excess of 379,785 shares, which is 19.99% of the shares of common stock outstanding as of June 25, 2025 (the Exchange Cap), pursuant to outstanding convertible preferred stock, warrants and convertible promissory notes;
4.
Approve, in accordance with the NYSE American Company Guide Section 713, the issuance of shares of the Companys common stock pursuant to that certain securities purchase agreement dated September 19, 2025 (the ELOC Agreement) with C/M Capital Master Fund, LP (the Purchaser), establishing an equity line of credit pursuant to which the Company may sell shares of common stock to the Purchaser from time to time in its discretion, in excess of and without giving effect to the Exchange Cap;.
5.
Approve the 2025 Equity Incentive Plan;
6.
Approve a possible increase in the Companys authorized common stock to 400,000,000 shares; and
7.
Approve an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting.
We also will transact such other business as may properly
come before the Annual Meeting or any adjournments thereof.
Our Board of Directors has fixed the close of business
on October 2, 2025 as the record date for a determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting
or any adjournment or postponement thereof.
Whether or not you expect to participate in the
Annual Meeting, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting.
Promptly voting your shares via the Internet, by phone or by signing, dating, and returning the enclosed proxy card will save us the expenses
and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed
if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the meeting if you desire to do
so, as your proxy is revocable at your option. Your vote is important, so please act today
.
Stockholders Should Read the Entire Proxy Statement
Carefully Prior to Returning Their Proxies
3
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
GENERAL
The enclosed proxy is solicited on behalf of the Board
of Directors (Board) of Splash Beverage Group, Inc. for use at our 2025 Annual Meeting of stockholders (Annual Meeting)
to be held in a virtual-only (online) meeting format via live webcast on the Internet on October 31, 2025, at 10:00 AM Eastern Time. The
proxy materials are first being mailed to our stockholders on or about October 6, 2025.
QUESTIONS AND ANSWERS
Following are some commonly asked questions raised
by our stockholders and answers to each of those questions.
What matters are being voted on at the Annual Meeting?
At the Annual Meeting, stockholders will consider
and vote upon the following matters:
1.
Elect directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified;
2.
Ratify and approve the appointment of Rose, Snyder Jacobs LLP as Companys independent registered accounting firm for the fiscal year ending December 31, 2025;
3.
Approve, in accordance with the NYSE American Company Guide Section 713, the issuance of shares of common stock in excess of 379,785 shares, which is 19.99% of the shares of common stock outstanding as of June 25, 2025 (the Exchange Cap), pursuant to outstanding convertible preferred stock, warrants and convertible promissory notes;
4.
Approve, in accordance with the NYSE American Company Guide Section 713, the issuance of shares of the Companys common stock pursuant to that certain Securities Purchase Agreement dated September 19, 2025 (the ELOC Agreement) with C/M Capital Master Fund, LP (the Purchaser), establishing an equity line of credit pursuant to which the Company may sell shares of common stock to the Purchaser from time to time in its discretion, in excess of and without giving effect to the Exchange Cap;.
5.
Approve the 2025 Equity Incentive Plan;
6.
Approve a possible increase in the Companys authorized common stock to 400,000,000 shares; and
7.
Approve an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting.
Who is entitled to vote?
Our Board has fixed the close of business on October
2, 2025 as the record date for a determination of the stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment
or postponement thereof. On the record date, there were 2,374,226 shares of common stock issued, outstanding and entitled to vote. Each
share of the Companys common stock represents one vote that may be voted on each matter that may come before the Annual Meeting.
As of the record date, the Company had 800 shares of Series A-1 Convertible Preferred Stock (Series A-1) outstanding, 126,710
shares of Series B Convertible Preferred Stock (Series B), and 20,000 shares of Series C Convertible Preferred Stock (Series
C) outstanding. The Series A-1 is entitled to a total of 189,987 votes at the Annual Meeting, which represents 10% of the outstanding
voting power as of the original issuance date not including the Series A-1, provided that the Series A-1 cannot vote on Proposal 3. The
Series B and Series C are not entitled to vote at the Annual Meeting.
4
What is the difference between holding shares as
a record holder and as a beneficial owner?
If your shares are registered in your name with VStock
Transfer, LLC, our transfer agent, you are the record holder of those shares. If you are a record holder, this Proxy Statement
has been provided directly to you by the Company.
If your shares are held in a stock brokerage account,
a bank or other holder of record, you are considered the beneficial owner of those shares held in street name.
If your shares are held in street name, these materials have been forwarded to you by that organization. As the beneficial owner, you
have the right to instruct this organization on how to vote your shares.
How does the Board of Directors recommend that I vote on the proposals?
Our Board unanimously recommends that the stockholders
vote FOR each proposal being put before our stockholders at the Annual Meeting.
How do I vote?
Whether you plan to participate in the Annual 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, against or abstained with
respect to approving the proposals being brought before the Annual Meeting. Voting by proxy will not affect your right to virtually attend
the Annual Meeting. If your shares are registered directly in your name through VStock Transfer, LLC, our transfer agent, or you have
stock certificates registered in your name, you may submit a proxy to vote:
●
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/SBEV2025, 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.
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 October 30, 2025.
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:
●
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.
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/SBEV2025. Stockholders may begin submitting
written questions through the Internet portal at 9:45AM Eastern Time on October 31, 2025, and the webcast of the Annual Meeting will begin
at 10:00AM, Eastern Time that day.
5
Stockholders may also vote while connected to the
meeting on the Internet. You will need the control number included on your proxy card 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/SBEV2025.
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 stockholder 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.
What happens if additional matters are presented at the Annual Meeting?
Other than the matters identified in this proxy statement,
we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the person named as proxy holder,
Robert Nistico, our Chief Executive Officer, or William Devereux, our Chief Financial Officer will have the discretion to vote your shares
on any additional matters properly presented for a vote at the Annual 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 Annual
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 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 since they are not considered votes cast. In the absence of specific instructions
from you, your broker does not have discretionary authority to vote your shares with respect to certain of the proposals being considered
at the Annual Meeting.
We encourage you to provide voting instructions to the organization that holds your shares by carefully following
the instructions provided in the proxy materials.
What is the quorum requirement for the Annual Meeting?
On October 2, 2025, the Record Date for determining
which stockholders are entitled to vote at the Annual Meeting or any adjournments or postponements thereof, there were 2,374,226 shares
of our common stock outstandingand 800 shares of Series A-1 outstanding. Each share of common stock entitles the holder to one vote
on matters submitted to a vote of our stockholders, and each share of Series A-1 entitles the holder to approximately 237 votes on matters
submitted to a vote of out stockholders, other than Proposal 3. Holders of at least one-third of our outstanding voting power as of the
Record Date must be present at the Annual 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 Annual 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.
What happens if the Company is unable to obtain
a Quorum?
If a quorum is not present to transact business at
the Annual Meeting or if we do not receive sufficient votes in favor of the proposals by the date of the Annual Meeting, the persons named
as proxies may propose one or more adjournments of the Annual Meeting to permit solicitation of proxies.
6
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 Annual Meeting. You may do this by signing a new proxy card with a later date or by attending the
Annual Meeting at www.virtualshareholdermeeting.com/SBEV2025 or voting at the meeting. However, your attendance at the Annual Meeting
will not automatically revoke your proxy unless you vote at the Annual 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:
●
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.
Any written comments that a stockholder might include
on the proxy card may be forwarded to our management.
How Many Votes are Needed for Each Proposal to
Pass?
Proposals
Vote Required
1.
Election of directors
Plurality
2.
Ratification of independent accounting firm
Majority of the shares entitled to vote on the matter
3.
Approval of issuance of shares issuable under our convertible preferred stock, warrants and convertible notes
Majority of the shares entitled to vote on the matter
4.
Approval of issuance of shares issuable under the ELOC Agreement
Majority of the shares entitled to vote on the matter
5.
Approve the 2025 Equity Incentive Plan
Majority of the shares entitled to vote on the matter
6.
Approve possible increase in the Companys authorized common stock to 400,000,000 shares
Majority of outstanding voting power
7.
Adjournment of the annual meeting
Majority of the shares entitled to vote on the matter
Election of Directors
. In order to be elected
to the Board, each nominee must receive a plurality of the votes cast. This means that the four director nominees who receive the highest
number of votes FOR their election are elected.
Ratification of Independent Accounting
Firm
. The affirmative vote of a majority of the shares entitled to vote on the matter is required to approve the independent
accounting firm.
Approval of Issuance of Shares Under our Convertible
Preferred Stock, Warrants and Convertible Notes
. The affirmative vote of a majority of the shares entitled to vote on the matter is required to
approve the issuance of additional shares under our convertible preferred stock, warrants and convertible promissory notes. Although holders
of our Series A and A-1 convertible preferred stock have voting rights, they are not permitted to vote any of the these convertible preferred
shares on this Proposal 3.
Approval of Issuance of Shares Under the ELOC Agreement
.
The affirmative vote of a majority of shares entitled to vote on the matter is required to approve the issuance of shares under the ELOC Agreement.
Approve the 2025 Equity Incentive Plan
. The
affirmative vote of a majority of the shares entitled to vote on the matter is required to approve the 2025 Equity Incentive Plan.
Approve possible increase in the Companys
authorized common stock to 400,000,000 shares
. The affirmative vote of a majority of the outstanding voting power is required to approve
the possible increase in the Companys authorized common stock to 400,000,000 shares.
7
Adjournment of the Annual Meeting
. The affirmative
vote of a majority of the shares entitled to vote on the matter is required to approve the adjournment of the Annual Meeting to a later date or time,
if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to
approve any of the proposals presented for a vote at the Annual Meeting. If a quorum is not present, under our Bylaws the meeting may
be adjourned by the approval of a majority of the shares present or represented at the meeting.
What are the Voting Procedures?
In voting by proxy with regard to the election of
directors, you may vote in favor of all nominees, withhold your votes as to all nominees, or withhold your votes as to specific nominees.
On all other proposals, you may vote in favor of or against the proposal, or you may abstain from voting on the proposal. You should specify
your respective choices on the proxy card or your voting instruction form.
How are abstentions treated?
Proposals
Effect of Abstentions
on the Proposal
1.
Election of directors
Not applicable
2.
Ratification of independent accounting firm
Against
3.
Approval of issuance of shares issuable under our convertible preferred stock, warrants and convertible notes
Against
4.
Approval of issuance of shares issuable under the ELOC Agreement
Against
5.
Approve the 2025 Equity Incentive Plan
Against
6.
Approve a possible increase in the Companys authorized common stock to 400,000,000 shares
Against
7.
Adjournment of the Annual Meeting
Against
Abstentions are not considered votes cast. Withheld
votes on Proposal 1 will not have any effect on this Proposal since director nominees are elected based on a plurality of votes cast.
What if I am a record holder and sign and return
my proxy without making any selections?
If you are the stockholder of record, and you sign
and return a proxy card without giving specific voting instructions, then your shares will be voted in accordance with the Boards
recommendations. If other matters properly come before the Annual Meeting, the proxy holders will have the authority to vote your shares
at their discretion.
What if I am a beneficial owner and I do not give
the nominee voting instructions?
If your shares are held in street name, you must instruct
the organization that holds your shares how to vote. Broker-dealers that act as clearing firms for smaller broker-dealers are members
of the New York Stock Exchange (the NYSE) and bound by its rules regarding whether or not it can exercise discretionary
voting power for any particular proposal in the absence of voting instructions from you. Brokers have the authority to vote shares for
which their customers do not provide voting instructions on certain routine matters. A broker non-vote occurs when a nominee
who holds shares for another does not vote on a particular matter because the nominee does not have discretionary voting authority for
that item and has not received instructions from the owner of the shares or when a broker for its own internal reasons elects not to vote
uninstructed shares. Broker non-votes are included in the calculation of the number of votes deemed present at the meeting for purposes
of determining the presence of a quorum.
The table below sets forth, for each proposal, whether
a nominee organization can exercise discretion and vote your shares absent your instructions and if not, the impact of such broker non-vote
on the approval of the proposal.
8
Proposal
Broker Discretionary Vote Allowed
Impact of Broker Non-Vote*
1.
Election of directors
No
None
2.
Ratification of independent accounting firm
Yes
None
3.
Approval of issuance of shares issuable under our convertible preferred stock, warrants and convertible notes
No
None
4.
Approval of issuance of shares issuable under the ELOC Agreement
No
None
5.
Approve the 2025 Equity Incentive Plan
No
None
6.
Approve a possible increase in the Companys authorized common stock to 400,000,000 shares
No
None
7.
Adjournment of the Annual Meeting
Yes
None
*If you do not provide voting instructions, your shares
will not be voted on any non-routine proposal. Proposals 2,6 and 7 are considered routine proposals, while Proposals 1 and
3 through 5 are considered non-routine proposals. As a result, if you do not provide voting instructions to your nominee
organization, your shares will not be voted on Proposals 1 or 3 through 5. Broker non-votes do not count as a vote FOR or
AGAINST the Proposals at the Annual Meeting. For Proposals 2, 6 and 7, while broker discretionary voting is permitted under
the rules and regulations of the NYSE, an increasing number of brokers and similar organizations which hold shares in street name have
elected to either refrain from discretionary voting or engage in a form of proportionate voting such as voting shares in a manner consistent
with all other votes cast by its beneficial owners who provide voting instructions at the meeting. As a result, while broker discretionary
voting could result in a vote FOR Proposals 2, 6 and 7 for some or all instances in which a beneficial stockholder declines
to provide instructions for voting his, her, or its shares, we cannot predict what the ultimate outcome will be as it depends on the organization
which has custody of the shares in each such case.
Is My Proxy Revocable?
If you are a stockholder of record, you may revoke
your proxy and reclaim your right to vote up to and including the day of the Annual Meeting by giving written notice of revocation to
the Corporate Secretary of the Company bearing a later date than your proxy, by executing and delivering to the Corporate Secretary of
the Company a proxy card dated after the date of your proxy, or by voting in person at the Annual Meeting. All written notices of revocation
and other communications with respect to revocations of proxies should be addressed to: Splash Beverage Group, Inc., 1314 East Las Olas
Blvd, Suite 221, Fort Lauderdale, Florida 33301.
If your shares are held in street name, you may change
your vote by following your nominees procedures for revoking your proxy or changing your vote.
Where can I find the voting results of the Annual Meeting?
The preliminary voting results will be announced at
the Annual 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 Annual 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 set of
proxy materials to certain stockholders who share an address, unless otherwise requested. If you share an address with another stockholder
and have received only one set of proxy materials, you may write or call us to request to receive a separate set of proxy materials.
Similarly, if you share an address with another stockholder and have received multiple copies of the set of proxy materials, you may
write or call us at the address and phone number below to request delivery of a single copy of this proxy statement. For future annual
meetings, you may request separate proxy materials, or request that we send only one set of proxy materials to you if you are receiving
multiple copies, by writing or calling us at:
9
Splash Beverage Group, Inc.
Attention: Robert Nistico, Chief Executive Officer
1314 East Las Olas Blvd, Suite 221
Fort Lauderdale, Florida 33301
Tel: (954) 745-5815
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.
RISK FACTORS
Investing in our securities involves risk. You should
consider carefully all of the risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with
the SEC on July 11, 2025, and the risks set forth below. These risks, together with those disclosed in our other filings with the SEC,
could materially affect our business, financial condition, results of operations, and the trading price of our securities. The risks and
uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that
we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business,
financial condition and operating results or result in our liquidation.
Risks Related to Our Reporting Obligations
Although we are now in compliance with the continued
listing requirements of the NYSE American, our failure to maintain continued compliance could result in the delisting of our common stock
and adversely affect its future stock price.
As disclosed in the Companys Current Report
on Form 8-K filed with the Securities and Exchange Commission on July 30, 2025, on July 28, 2025, the Company received two letters from
the NYSE Regulation confirming that the Company has regained compliance with the continued listing standards of the NYSE American LLC
(NYSE American).
We are required to meet certain qualitative and financial
tests to maintain the listing of our common stock on the NYSE American. In order to maintain this listing, we must maintain certain share
prices, financial and share distribution targets, including maintaining a minimum amount of stockholders equity and a minimum number
of public stockholders.
The Company had previously received notifications
from the staff at NYSE American LLC on October 6, 2023, December 20, 2023, and June 5, 2024, that it was not in compliance with Sections
1003(a)(i), (ii), and (iii) of the NYSE American Company Guide.
The Company also received notifications from the NYSE
American stating that it was not in compliance with Section 1007 of the NYSE American Company Guide due to its failure to timely file
its Quarterly Report on Form 10-Q for the period ended March 31, 2025, which was due to be filed with the Securities and Exchange Commission
no later than May 20, 2025 and its failure to timely file the Companys Form 10-K for the year ended December 31, 2024 by the filing
due date of April 15, 2025.
The first letter stated that the Company is back in
compliance with all of the NYSE American continued listing standards set forth in Part 10 of the NYSE American Company Guide. Specifically,
the Company resolved the previously identified deficiencies under Sections 1003(a)(i), (ii), and (iii) of the NYSE American Company Guide
referenced in the exchanges letters dated October 6, 2023, December 20, 2023, and June 5, 2024. As a result, the BC
indicator was removed and the Company was taken off the exchanges list of noncompliant issuers as of the opening of trading on
July 29, 2025. The Company will remain subject to NYSE Regulations normal continued listing monitoring going forward.
10
The second letter confirmed that the Company filed
its previously delayed Form 10-K for the fiscal year ended December 31, 2024, and the Form 10-Q for the quarter ended March 31, 2025,
on July 11, 2025. As a result, the Company has regained compliance with Section 1007 of the NYSE American Company Guide. The LF
indicator on the Companys NYSE pages was removed, and the Company was removed from the list of late filers maintained on the NYSEs
Listed Standards Filing Status page.
In addition, the shares of common stock issuable under
outstanding Convertible Securities and the ELOC Agreement could result in downward price pressure on our common stock, which could cause
our stock price to decrease below the $1.00 bid price minimum under NYSE listing standards. We would need to effect a reverse stock split
prior to such an event to avoid a deficiency and automatic delisting procedures. For this purpose, we are seeking stockholder approval
of a possible increase in our authorized common stock to enable the Board of Directors to effect a proportionate reverse split if needed
to maintain compliance with NYSEs minimum bid price requirements without reducing our authorized common stock. See Proposal
6 Possible Increase in the Companys Authorized Common Stock to 400,000,000 Shares beginning at page 39 for more
information.
If in the future we cease to comply with the listing
standards of the NYSE, our common stock may be delisted which would adversely affect its future stock price and liquidity.
Risks Related to Our Business and Financial
Condition
Because we lack the capital to acquire inventory
and market our products, we have generated no revenue since March 2025, and our ability to remain in operation is jeopardized.
We filed our Form 10-Q for the three and six months
ended June 30, 2025 reporting $0 revenue for the three months ended June 30, 2025 and $438,272 for the three months ended March 31, 2025.
In fact, we have not generated any revenue since March 2025. In order to generate revenue, we require working capital in order to acquire
inventory. Our lack of cash resources has prevented us from carrying on our commercialization activities. In addition, our lack of working
capital has prevented us from marketing our products. Further, even if we can access the necessary capital, the Company must determine
whether and what extent to invest such capital into various aspects of our business, including recommencing sales of SALT products, operating
the Qplash platform and developing an infrastructure and business around the extraction and sale of water through our recently acquired
extraction rights in Costa Rica, and we may be unsuccessful in developing and executing a business plan in this regard. While we have
made substantial improvements to our balance sheet earlier in 2025, unless we can raise enough money to not only pay our ongoing general
and administrative expenses but also market our products and purchase inventory, we will not be able to remain operational.
11
PROPOSAL 1
Election of Directors
Pursuant to our bylaws, the authorized number of members
of the Board allows up to six directors. Currently, we have four directors. Our Board of Directors recommends that Robert Nistico, Frederick
William Caple, Thomas Fore and Justin Yorke, and be elected as members of the Board at the annual meeting. There are no family relationships
between any of the executive officers and directors.
Vote Required
Directors are elected by a plurality of the votes
cast on Proposal 1. Broker non-votes will not affect the outcome of the election of directors because brokers do not have discretion to
cast votes on this proposal without instruction from the beneficial owner of the shares.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
FOR
THIS PROPOSAL NO. 1.
12
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The following table sets forth our executive officers
and directors, their ages and position(s) with the Company.
Name
Age
Position
Robert Nistico
62
Chief Executive Officer and Chairman of the Board
Justin Yorke
59
Director
Thomas Fore
59
Director
Frederick William (Bill) Caple
66
Director
William Devereux
51
Chief Financial Officer
William Meissner
59
President and Chief Marketing Officer
Directors are elected annually and hold office until
the next annual meeting of the stockholders of the Company and until their successors are elected. Officers are elected annually by the
Board and serve at the discretion of the Board.
Robert Nistico on has been the Chief Executive Officer
and a member of the Board as well as Chairman of the Board of the Company March 31, 2020. Since 2012, Mr. Nistico has served as the Chief
Executive Officer and a member of the Board of Splash Beverage Group, Inc., prior to the Companys acquisition by CMS. Mr. Nistico
also served as the president of Viva Beverages, LLC from 2009 to 2011. Mr. Nistico was the fifth employee at Red Bull North America, Inc.
where he worked from 1996 to 2007 and served as Vice President of Field Marketing and Sr. Vice President/General Manager. Mr. Nistico
was instrumental in building the Red Bull brand in North and Central America and the Caribbean from no revenues to $1.45 billion in annual
revenues. Earlier, he held the brand position of Regional Portfolio V.P and Division Manager for Diageo (formerly I.D.V. / Heublein),
General Sales Manager for Republic National (formerly The Julius Schepps Company) and North Texas State Manager for The E J Gallo
Winery (and a variety of other management positions for those companies). Mr. Nistico serves as a director of Apollo Brands. Mr. Nistico
has more than 27 years of experience in the beverage industry, including direct and indirect sales management, strategic brand management
marketing, finance, operations, production and logistics. Mr. Nistico holds a B.A. from the University of Colorado.
Thomas Fore has been a director since March 20, 2025.
Previously, he served as the CEO and director of Tiderock Companies, Inc. from January 2021 to October 2025. From January 2024 to July
2025, Mr. Fore served as Chief Strategy Officer of My Pebble Inc. Since January 2025, Mr. Fore has served as a director of Sora Ventures
LLC. Mr. Fore served as a director of mPhase Technologies, Inc. from March 2023 to January 2024.
Justin Yorke has been a member of the Board since
March 31, 2020. Since March 31, 2020, Mr. Yorke has also served as the Companys Secretary. For over 20 years, Mr. Yorke has been
a partner at Arroyo Capital Management. He also acts as the manager of Richland Fund, LLC, an Arroyo Capital Management company. Mr. Yorke
has been Chairman of the Board of Processa Pharmaceuticals, Inc. since September 2017 and a member of its Board of Directors since August
2017.
Frederick William (Bill) Caple has served
as a director of the Company since May 3, 2023. Since 2003, Mr. Caple has been a consultant at Caple Advisory, an international management
consulting practice and investment banking firm, with a concentration in Asia.
William Devereux became our
Chief Financial Officer on March 20, 2025. From October 2023 to February 2025, Mr. Devereux served as Chief Financial Officer of Hembal
Labs. From April 2021 to September 2023, Mr. Devereux served as Chief Financial Officer of AKIN AI. From 2020 to April 2021, Mr. Devereux
served as Portfolio Manager for PEAK6.
William Meissner has been the President and Chief
Marketing Officer of the Company since May 2020.
13
Family Relationships
There are no family relationships
among and between the issuers directors, officers, persons nominated or chosen by the issuer to become directors or officers, or
beneficial owners of more than ten percent of any class of the issuers equity securities.
Section 16(a) of the Securities (the Exchange
Act) of 1934 requires that our directors and executive officers and persons who beneficially own more than 10% of our common stock
(referred to herein as the reporting persons) file with the SEC various reports as to their ownership of and activities
relating to our common stock. Based solely on our review of copies of the reports filed with the SEC of our directors and executive officers,
we believe that all reporting requirements for fiscal year 2024 were complied with by each person who at any time during the 2024 fiscal
year was a director or an executive officer or held more than 10% of our common stock, except for the following: (i) Julius Ivancsits,
and Stacy McLaughlin each filed a late Form 3 report at the time of their appointments and on becoming insiders of the Company; (ii) Julius
Ivancsits filed a late Form 4 report on May 6, 2024; (iii) Robert Nistico has not filed a Form 4 for his grant of restricted shares of
the Companys common stock on March 5, 2024; (iv) William Caple has not filed a Form 4 for his grant of the Companys shares
of common stock and stock options on April 19, 2024; (v) William Devereux is has not filed his Form 3 for his appointment as Chief Financial
Officer of the Company, effective March 20, 2025 (vi) Thomas Fore has not filed his Form 3 for his appointment as a director of the Company,
effective March 20, 2025; (vii) William Meissner, William Devereux, William Caple, Thomas Fore, Justin Yorke, and Robert Nistico each
has not filed a Form 4 for their corresponding grant on August 15, 2025.
CORPORATE GOVERNANCE
Composition of our Board of Directors
Our Board of Directors currently consists of five
members. Our directors hold office until their successors have been elected and qualified or until the earlier of their death, resignation
or removal. There are no family relationships among any of our directors or executive officers.
Director Independence
Our Board has determined that all of our present directors
are independent, in accordance with standards under the NYSE Listing Rules, other than Mr. Nistico. Our Board determined that, under the
NYSE Listing Rules, Mr. Nistico is not an independent director because he is the Chief Executive Officer of the Company.
Our Board has determined that Messrs. Caple, Fore
and Yorke are independent under the NYSE Listing Rules independence standards for Audit Committee members. Our Board has also determined
that they are independent under the NYSE Listing Rules independence standards for Compensation Committee members and for Governance and
Nominating committee members. However, Mr. Yorke previously served as Secretary until he resigned on September 25, 2025. Our board and
our counsel each were aware of this Secretary status. During a meeting of the Board, Mr. Yorke confirmed tat he not taken any action as
Secretary other than possibly signing some documents in that capacity. In reliance upon that, our Board confirmed Mr. Yorkes status
as an independent director. Our counsel confirmed that position although it advised us that there is NYSE guidance that acting as corporate
Secretary disables a person form being independent.
Committees of the Board
The Board and its committees
meet and act by written consent from time to time as appropriate. The Board has formed the following three standing committees: (i) the
Audit Committee, (ii) the Compensation and Management Resources Committee (the Compensation Committee), and (iii) the Nominating
and Corporate Governance Committee (the Nominating Committee). These Committees regularly report on their activities and
actions to the Board. Copies of the charters of our three standing Committees are located on our website at: www.splashbeveragegroup.com.
14
Board and Committee Meetings
All of the directors, then serving as directors, attended
over 75% of the applicable Board and Committee meetings held in 2024.
Our Board held a total of six meetings and acted by
unanimous written consent on six occasions during 2024. We have no formal policy regarding attendance by directors or officers at our
stockholders meetings.
During 2024, our Audit Committee held a total of four
meetings, our Nominating Committee held a total of two meetings, and the Compensation Committee held a total of two meetings.
Audit Committee
The Audit Committee currently
consists of Messrs. Fore (Chair), Caple, and Yorke. We have one vacancy. Each member of the Audit Committee is an independent director
as defined by the rules of the SEC and the NYSE. The Audit Committee has the sole authority and responsibility to select, evaluate and
engage independent auditors for the Company. The Audit Committee reviews with the auditors and with the Companys financial management
all matters relating to the annual audit of the Company.
The Audit Committee monitors
the integrity of our financial statements, monitors the independent registered public accounting firms qualifications and independence,
monitors the performance of our internal audit function and the auditors, and monitors our compliance with legal and regulatory requirements.
The Audit Committee also meets with our auditors to review the results of their audit and review of our annual and interim financial statements.
The Audit Committee meets
at least on a quarterly basis to discuss with management the annual audited financial statements and quarterly financial statements and
meets from time to time to discuss general corporate matters.
Compensation and Management Resources Committee
The Compensation Committee
currently consists of Messrs. Fore, Caple and Yorke, each of whom are independent directors. Among other things, the Compensation Committee
reviews, recommends and approves salaries and other compensation of the Companys executive officers, and administers the Companys
2020 Long-Term Incentive Compensation Plan (the 2020 Plan) (including reviewing, recommending and approving stock option
and other equity incentive grants to executive officers).
In addition, subject to existing
agreements, the Compensation Committee is authorized to determine the salaries, bonuses, and other matters relating to compensation of
the executive officers of the Company using similar parameters. It may set performance targets for determining periodic bonuses payable
to executive officers. It is also authorized to review and make recommendations to the Board regarding executive and employee compensation
and benefit plans and programs generally, including employee bonus and retirement plans and programs (except to the extent specifically
delegated to a Board appointed committee with authority to administer a particular plan). In addition, the Compensation Committee approves
the compensation of non-employee directors and reports it to the full Board.
The Compensation Committee
also reviews and makes recommendations with respect to stockholder proposals related to compensation matters.
The Compensation Committee may, in its sole discretion
and at the Companys cost, retain or obtain the advice of a compensation consultant, legal counsel or other advisor. The compensation
Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, legal counsel
and other advisor retained by the Committee.
15
Nominating and Corporate Governance Committee
The Corporate Governance
and Nominating Committee (the Nominating Committee) consists of Messrs. Fore, Caple and Yorke, each of whom meets the independence
requirements of all other applicable laws, rules and regulations governing director independence, as determined by the Board.
The Nominating Committee
has the authority to identify individuals qualified to become members of the Board, consistent with criteria approved by the Board; recommend
to the Board the director nominees for the next annual meeting of stockholders at which directors are to be elected; recommend to the
Board candidates to fill any vacancies on the Board; develops, recommend to the Board, and reviews the corporate governance guidelines
applicable to the Company; and oversees the evaluation of the Board and management.
It is authorized to consider
and recruit candidates to fill positions on the Board, including as a result of the removal, resignation or retirement of any director,
an increase in the size of the Board or otherwise. The Nominating Committee has the authority to conduct, subject to applicable law, any
and all inquiries into the background and qualifications of any candidate for the Board and such candidates compliance with the
independence and other qualification requirements established by the Nominating Committee.
In selecting and recommending
candidates for election to the Board or appointment to any committee of the Board, the Nominating Committee does not believe that it is
appropriate to select nominees through mechanical application of specified criteria. Rather, the Nominating Committee shall consider such
factors at it deems appropriate, including, without limitation, the following personal and professional integrity, ethics and values;
experience in corporate management, such as serving as an officer or former officer of a publicly-held company; experience in the Companys
industry; experience as a board member of another publicly-held company; diversity as required by the NYSE Rules; diversity of expertise
and experience in substantive matters pertaining to the Companys business relative to other directors of the Company; practical
and mature business judgment; and composition of the Board (including its size and structure).
The Nominating Committee
will develop and recommend to the Board a policy regarding the consideration of director candidates recommended by the Companys
stockholders and procedures for submission by stockholders of director nominee recommendations.
The Nominating Committee
oversees the evaluation of the Board and management. It also develops and recommends to the Board a set of corporate governance guidelines
applicable to the Company, which the Nominating Committee shall periodically review and revise as appropriate. In discharging its oversight
role, the Nominating Committee is empowered to investigate any matter brought to its attention.
Board leadership structure
and role in risk oversight
The Board oversees our business
and affairs and monitors the performance of management. In accordance with corporate governance principles, the Board of Directors does
not involve itself in day-to-day operations. The directors keep themselves informed through discussions with the Chief Executive Officer
and other key executives, by reading the reports and other materials that we send them and by participating in Board and committee meetings.
Code of Ethics
We have adopted a code of
business conduct and ethics that applies to our directors, officers (including our Chief Executive Officer, President and Chief Financial
Officer and any person performing similar functions) and employees. Our Code of Ethics is available at our website at www.splashbeveragegroup.com.
16
Clawback Policy
On September 20, 2023, the Board adopted the Splash
Beverage Group Clawback Policy (the Clawback Policy), effective September 20, 2023, providing for the recovery of certain
incentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate
any of its financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued
financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected
in the current period. Adoption of the Clawback Policy was mandated by new NYSE listing standards introduced pursuant to Exchange Act
Rule 10D-1. A copy of the Clawback Policy has been filed as Exhibit 97.1 to our Annual Report on Form 10-K filed for the fiscal year ended
December 31, 2024, and can also be found at www.splashbeveragegroup.com.
Insider Trading Policy
The Company has adopted an insider trading policy
that governs the purchase, sale, and/or other transactions of our securities by our directors, officers and employees. A copy of our insider
trading policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. In addition, with
regard to the Companys trading in its own securities, it is the Companys policy to comply with the federal securities laws
and the applicable exchange listing requirements.
Anti-Hedging Policy
Under our insider trading policy, our officers, directors,
employees and consultants are prohibited from engaging in hedging transactions without the prior review and approval of our compliance
officer.
17
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The following is a description of the transactions
and series of similar transactions, since January 1, 2023, that we were a participant or will be a participant in, which:
●
the amount involved exceeds the lesser of $120,000 or one percent of the average of the smaller reporting companys total assets at year-end for the last two completed fiscal years; and
●
any of our directors, executive officers, holders of more than 5% of our capital stock (which we refer to as 5% stockholders) or any member of their immediate family had or will have a direct or indirect material interest, other than compensation arrangements with directors and executive officers.
During the normal course of business, we incurred
expenses related to services provided by our CEO or Company expenses paid by our CEO, resulting in related party payables. In conjunction
with the acquisition of Copa DI Vino
, the Company also entered into a Revenue Loan and Security Agreement (the Loan
and Security Agreement) by and among the Company, Robert Nistico, additional Guarantor and each of the subsidiary guarantors from
time-to-time party thereto (each a Guarantor, and, collectively, the Guarantors), and Decathlon Alpha IV,
L.P. (the Lender). The Loan and Security Agreement provided for a revenue-based credit facility of $1,578,237 (the Gross
Amount) with the Lender (the Credit Facility). There was $195,927 outstanding and $1,800,023 accrued interest under
this Agreement as of December 31, 2024. There was $177,298 outstanding and $2,113,552 accrued interest under this Agreement as of August
31, 2025.
On April 2024, the Company also entered into a Merchant
Cash Advance Agreement (the Loan and Security Agreement) by and among the Company, Robert Nistico, additional Guarantor
and each of the subsidiary guarantors from time-to-time party thereto (each a Guarantor, and, collectively, the Guarantors),
and Cobalt Funding Solutions (the Lender). The Loan and Security Agreement provided a loan of $815,000, with the gross and
interest amount of $326,028 with the Lender (the Credit Facility). There was $455,335 outstanding under this agreement as
of December 31, 2024. There was $204,621 outstanding under this agreement as of August 31, 2025.
On September 2024 and November 2024 the Company also
entered into a Merchant Cash Advance Agreement (the Loan and Security Agreement) by and among the Company, Robert Nistico,
additional Guarantor and each of the subsidiary guarantors from time-to-time party thereto (each a Guarantor, and, collectively,
the Guarantors), and with Timeless Funding LLC (the Lender). The Loan and Security Agreement provided a loan
of $325,000 and $340,000, with the gross and interest amount of $172,250 and $173,400 respectively with the Lender (the Credit
Facility). There was $85,260 and $311,713 respectively outstanding under this agreement as of December 31, 2024. There was $60,860
and $306,713 outstanding under this agreement as of August 31, 2025.
There were related party advances from our Chief Executive
Officer in the amount of $400,000 outstanding as of December 31, 2024 and 2023 and a stockholder note payable outstanding in the amount
of $200,000 as of December 31, 2024 and 2023 owed to our Chief Executive Officer. The stockholder note of $200,000 was exchanged to preferred
stock in June 2025. The $400,000 payable to Robert Nistico remains outstanding as of August 31, 2025.
On September 29, 2023, the Company also entered into
a Purchase and Sales Future Receivables Agreement (the Loan and Security Agreement) by and among the Company, Robert Nistico,
additional Guarantor and each of the subsidiary guarantors from time-to-time party thereto (each a Guarantor, and, collectively,
the Guarantors), and Knightsbridge Funding LLC (the Lender). The Loan and Security Agreement provided a loan
of $165,000, with the gross and interest amount of $241,725 with the Lender (the Credit Facility). There was $99,185 outstanding
under this agreement as of December 31, 2023. This amount was repaid during the first quarter of 2024.
18
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information
with respect to the beneficial ownership of our common stock as of October 2, 2025, for:
●
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.
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 2,374,226 shares of common stock outstanding as of October 2, 2025. 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 , 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.
Name
Shares
of Common
Stock
Percentage
of
Common Stock
Executive
Officers and Directors
Robert
Nistico, Executive Officer and Chairman(1)
888,250
27.7
%
William
Devereux, Chief Financial Officer(2)
1,015,000
29.9
%
William
Meissner, President(3)
762,917
24.3
%
Justin
Yorke, Director(4)
912,415
29.0
%
Thomas
Fore, Director(5)
750,000
24.0
%
Bill
Caple, Director (6)
755,000
24.1
%
Officers
and Directors as a Group (6 individuals)
5,068,312
69.9
%
5%
or greater owners:
-
19
(1) Includes warrants to purchase 825,000 shares of
common stock and options to purchase 13,250 shares of common stock.
(2) Includes warrants to purchase 1,000,000 shares
of common stock, and options to purchase 15,000 shares of common stock.
(3) Represents warrants to purchase 750,000 shares
of common stock and options to purchase 12,917 shares of common stock.
(4) Represents (i) 762,500 warrants to purchase common
stock, (ii) options to purchase 6,250 shares of common stock (iii) 82,431 shares held by Richland Fund LLC, (iv) 34,950 shares held by
JMW Fund LLC and (v) 19,772 shares held by San Gabriel LLC. All funds are managed by Mr. Yorke.
(5) Represents warrants to purchase 750,000 shares
of common stock held by TBF Holdings LLC, an entity which Mr. Fore controls.
(6) Includes warrants to purchase 750,000 shares of
common stock held by SNS Universal Solutions LLC, an entity which Mr. Caple controls, and 3,125 options to purchase common stock.
20
PROPOSAL 2
Ratify the selection of Rose, Snyder Jacobs
LLP as the Companys independent registered public accounting firm for the year ending December 31, 2025
The Board of Directors has appointed Rose, Snyder
Jacobs LLP (Rose, Snyder Jacobs) as our independent registered certified public accounting firm for year ending
December 31, 2025, and has further directed that the selection of Rose, Snyder Jacobs be submitted to a vote of stockholders at
the Annual Meeting for ratification. We are asking our stockholders to ratify the selection of Rose, Snyder Jacobs as our independent
registered public accounting firm. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection
of Rose, Snyder Jacobs to our stockholders for ratification because we value our stockholders views on the Companys
independent registered public accounting firm and as a matter of good corporate practice.
Representatives of Rose, Snyder Jacobs are not expected to attend
the Annual Meeting.
Audit Committee Report
The Audit Committee has:
●
reviewed and discussed the audited financial statements with management;
●
met privately with Rose, Snyder Jacobs, our independent registered public accounting firm for the fiscal year ended December 31, 2024 and discussed matters required by the Public Company Accounting Oversight Board (the PCAOB);
●
received the written disclosures and the letter from Rose, Snyder Jacobs, as required by the applicable requirements of the PCAOB regarding the independent registered public accounting firms communications with the Audit Committee concerning independence, and discussed with Rose, Snyder Jacobs its independence from us; and
●
in reliance on the review and discussions referred to above, recommended to the Board that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC.
This report is submitted by the Audit Committee:
Bill Caple
Thomas Fore
Justin Yorke
The above Audit Committee Report is not deemed to
be soliciting material, is not filed with the SEC and is not to be incorporated by reference in any filings
that we file with the SEC.
It is not the duty of the Audit Committee to determine
that our financial statements and disclosures are complete and accurate and in accordance with generally accepted accounting principles
or to plan or conduct audits. Those are the responsibilities of management and our independent registered public accounting firm. In giving
its recommendation to the Board, the Audit Committee has relied on: (1) managements representations that such financial statements
have been prepared with integrity and objectivity and in conformity with U.S. generally accepted accounting principles; and (2) the report
of o independent registered public accounting firm with respect to such financial statements.
Audit Committee Pre-Approval Policies and Procedures
The Audit Committee, among other things, is responsible for:
●
being directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged (including resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work or performing other audit;
21
●
establishing policies and procedures for pre-approval of all audit or permissible non-audit services provided by the Companys independent auditors;
●
meeting with the independent auditors and financial management of the Company to review the scope of the proposed audit for the current year and the audit procedures to be utilized, and at the conclusion thereof review such audit, including any comments or recommendations of the independent auditors
●
reviewing with the independent auditors and the Companys financial and accounting personnel, the adequacy and effectiveness of the accounting and financial controls of the Company;
●
reviewing and discussing with the independent auditor (and separately with management) the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit;
●
reviewing the financial statements contained in the annual and quarterly reports to stockholders with management and the independent auditors to determine that the independent auditors are satisfied with the disclosure and content of the financial statements to be presented to the stockholders; and
●
reviewing accounting and financial human resources and succession planning within the Company.
The Board has affirmatively determined that each member
of the Audit Committee meets the additional independence criteria applicable to audit committee members under SEC rules and the NYSE American
the Board of Directors has adopted a written charter setting forth the authority and responsibilities of the Audit Committee.
Based on the review and the discussions described
above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Companys
Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the SEC.
The Audit Committee also considered whether the non-audit
services rendered by our independent registered public accounting firm are compatible with an auditor maintaining independence. The Audit
Committee has determined that the rendering of such services is compatible with Rose, Snyder Jacobs maintaining its independence.
Principal Accounting Fees and Services.
December 31, 2024
Audit - Rose, Snyder Jacobs LLP
$
180,500
Audit related -CohnReznick LLP
$
7,500
Audit related - Rose, Snyder Jacobs LLP
Tax
32,000
Total
$
220,000
December 31, 2023
Audit - Rose, Snyder Jacobs LLP
$
40,000
Audit - Daszkal Bolton, LLP and CohnReznick LLP
10,000
Audited related
Tax
29,000
Total
$
79,000
Required Stockholder Vote and Recommendation of
Our Board of Directors
Approval of our independent registered public accounting
firm requires the affirmative vote of a majority of the shares entitled to vote on the matter, whether via virtual presence or by proxy,
provided that a quorum is present. An abstention is effectively treated as a vote cast against this proposal.
OUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
FOR
THIS PROPOSAL NO. 2
22
PROPOSAL 3
Approve the Issuance of Common Stock under our
Convertible Preferred Stock, Warrants and Convertible Promissory Notes
The Board approved and recommends that the Companys
stockholders adopt a proposal to approve, for purposes of NYSE American Company Guide Section 713, the potential issuance of more than
19.99% of shares of our common stock, upon the conversion of (i) the Companys Series A-1, Series B, and Series C Convertible Preferred
Stock issued since June 25, 2025 (the Preferred Stock), (ii) the Companys outstanding warrants to purchase a total
of 5,958,334 shares of common stock issued since June 25, 2025 (the Warrants) and (iii) the secured convertible promissory
notes in the original principal amount of $2,200,000 issued on September 22, 2025 (the Notes, and together with the Preferred
Stock and Warrants, the Convertible Securities).
Background and Reason for Request for Stockholder
Approval of the Convertible Securities
The following is a description of each series of Preferred
Stock, the Warrants and the Notes to which this Proposal relates. Because our common stock is listed on the NYSE American, we are subject
to NYSE American Guide Section 713, which requires stockholder approval prior to the issuance of common stock in any transaction or series
of related transactions if the common stock has, or will have upon issuance, voting power equal to or in excess of 20 percent of the number
of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common
stock. The issuance of our common stock upon the full conversion and full exercise, as applicable, of the Convertible Securities would
exceed 20% of our currently outstanding common stock.
Pursuant to the Convertible Securities and agreements
under which they were issued, we are obligated to seek stockholder approval of this Proposal, which we sometimes refer to herein as the
Issuance Proposal.
The Board believes that authorizing the additional
shares of common stock is fair to and in the best interests of the Company and its stockholders after taking into account the reduction
of $12.7 million of the Companys indebtedness due to the exchange for Preferred Stock, the additional capital received from the
issuance of the Series A-1, Warrants and Notes, and the compliance with NYSE requirements . Approval of the Issuance Proposal might also
make it more likely that the holders would convert the Notes into shares of our common stock thereby further reducing our indebtedness
under the Notes prior to the Maturity Date. We do not have the cash availability to pay the Notes and if we are required to raise capital,
we expect the terms may be more dilutive to our stockholders than the Convertible Securities. Additionally, due in part to our lack of
working capital, on August 15, 2025 we issued Warrants to our executive officers, directors and certain employees. See 2025 Grants
of Warrants.
The Convertible Securities
The following is an overview of the Convertible Securities
and the transactions under which each were issued.
Series A-1 and A and B Warrants
Beginning June 25, 2025,
the Company entered into a series of Securities Purchase Agreements (the Purchase Agreement) with accredited investors pursuant
to which the Company sold and issued a total of 800 shares of Series A-1, together with one-year Class A Warrants to purchase a total
of 200,000 shares of common stock (the A Warrants) and five-year Class B Warrants to purchase a total of 200,000 shares
of common stock (the B Warrants and together with the A Warrants, the Warrants) for total gross proceeds of
$800,000.
Each share of Series A-1
has a stated value of $1,000. Beginning on the date on which (i) the Companys stockholders approve the full issuance of the shares
underlying the securities together with other common stock equivalents, and (ii) the Companys stockholders approve the issuance
of the securities as may be required by the rules of the NYSE (such date, Stockholder Approval Date) and for a period ending
two years thereafter, each share ofSeries A-1 will be convertible into common stock by a conversion ratio equal to the stated value
of theSeries A-1 divided by theSeries A-1 conversion price equal to the lower of (i) $4.00 per share and (ii) 80% of the of
the average of the five trading day volume weighted average prices of the Companys common stock as of the applicable conversion
date, subject to a floor price of $1.25. Conversions of Series A-1 are subject to beneficial ownership limitations.
23
Prior to the Stockholder
Approval Date, holders of Series A-1 are entitled to a pro rata share of 10% of the total voting power (excluding the Series A-1) which
is outstanding as of the date of the initial issuance of Series A-1. Beginning on the Stockholder Approval Date, holders of Series A-1
shall be entitled to vote on an as-converted basis.
The holders of the Series
A-1 are entitled to receive annual dividends equal to 12% of the stated value per share payable quarterly in arrears in cash or in shares
of common stock at the election of the Company.
Two years after the issuance
of the Series A-1, the Company shall have the option to redeem all or any portion of the Series A-1 then outstanding, at a price per share
equal to the stated value plus any unpaid dividends, subject to the holders right to convert prior to such a redemption.
The A Warrants are exercisable
beginning on the Stockholder Approval Date and have a term of one year from issuance. The A Warrants have an exercise price of 80% of
the average of the five trading day volume weighted average prices of the Companys common stock as of the applicable exercise date.
The B Warrants are exercisable
beginning on the Stockholder Approval Date and have a term of five years from issuance. The B Warrants have an exercise price of $4.00.
Exercises of both the A Warrants
and the B Warrants are subject to beneficial ownership limitations.
In connection with each of
the transaction described above, the Company and counterparties who received the derivative securities entered into a Registration Rights
Agreement pursuant to which the Company has agreed to register the shares underlying the Series A-1, A Warrants, and B Warrants within
30 days of the final closing or termination of the offering.
In addition, the Company
may sell up to an additional 700 shares of Series A-1 and up to 175,000 additional A and B Warrants, respectively, for total gross proceeds
of up to $700,000.To the extent the Company effects such sales and issuances, the shares of common stock issuable upon conversion
and exercise of those Convertible Securities will be deemed to be approved by this Proposal 3, if the stockholders vote to approve this
Proposal 3.
Series B
Effective June 25, 2025,
the Company entered into Securities Exchange Letter Agreements (the Exchange Agreements) with certain holders of promissory
notes issued by the Company pursuant to which such holders agreed to exchange a total of $12,670,434 of outstanding balance of such notes
in exchange for a total of 126,704 shares of Series B. The Company engaged in the transactions contemplated by the Exchange Agreement
in order to exchange debt for equity in an effort to regain compliance with the stockholder equity requirements of the NYSE American.
Each share of Series B has
a stated value of $100. Beginning on the Stockholder Approval Date and for a period ending two years thereafter, each share ofSeries
B will be convertible into common stock by a conversion ratio equal to the stated value of theSeries B share divided by theSeries
B conversion price of $6.00 per share, subject to beneficial ownership limitations. Further, if 80% of the average of the five trading
day volume weighted average price, or VWAP, calculated as of the date the conversion notice is transmitted to the Company is lower than
the conversion price of the Series B, the conversion price shall be reduced to such 80% price with respect to such conversion, subject
to a floor price of $1.25.
Except as otherwise required
by applicable law, the Series B shall not have any voting rights and shall not be entitled to vote on any matters brought before the stockholders
of the Company.
The holders of the Series
B are entitled to receive annual dividends equal to 12% of the stated value per share payable quarterly in arrears in cash or in shares
of common stock at the election of the Company.
Two years after the issuance
of the Series B, the Company shall have the option to redeem all or any portion of the Series B then outstanding, at a price per share
equal to the stated value plus any unpaid dividends, subject to the holders right to convert prior to such a redemption.
24
In connection with the transactions
described above, the Company entered into a side letter agreement (the Side Letter) with three note holders who in connection
with the conversion of part of their notes were also owed approximately $925,000 in liquidated damages arising from the failure to deliver
common stock. These note holders held notes with variable or lower conversion prices which were more favorable than the notes held by
the other note holders, and exchanged their notes for shares of Series B having a total combined stated value of $2,782,351. Pursuant
to the Side Letter, in consideration of the waiver and surrender of such additional rights with respect to such holders notes,
the Company agreed to provide such holders with the certain additional rights with respect to their Series B, including a lower fixed
conversion price of $1.50 per share, the right to an increased stated value to 120% of the original stated value upon the occurrence of
certain enumerated events, registration rights, exchange rights and price protection adjustment provisions with respect to subsequent
issuances of securities (subject to certain limitations and exceptions), a 200% reserve requirement, quarterly dividend payments, a formula
tied to 20% discount to five trading day VWAP for purposes of dividend payments in the form of common stock, and a 125% redemption premium
(which the Company may redeem as to such holders at any time), in each case as more particularly set forth in the Side Letter.
Series C
On June 26, 2025, the Company
entered into an Asset Purchase Agreement (the Acquisition Agreement) with Utopia Holdings Inc. as seller pursuant to which
the Company purchased exclusive water rights and related assets to an underground network of aquifers located in Costa Rica in exchange
for 20,000 shares of Series C. On June 26, 2025, the Company issued such shares of Series C to the seller.
The Series C is junior in
rank to the Series A-1 and B, has a stated value of $1,000 per share, is convertible at a fixed conversion price of $3.00 per share beginning
on the Stockholder Approval Date, does not have dividend or voting rights and is not redeemable.
Convertible Promissory Notes
On September 19, 2025, the Company entered into a
Securities Purchase Agreement (the Purchase Agreement) and related Registration Rights Agreement with institutional investors
pursuant to which the Company sold and issued secured convertible promissory notes (the Notes) in an aggregate principal
amount of up to $2,200,000 for total gross proceeds of $2,000,000. Each Note is convertible into shares of the Companys common
stock at a conversion price equal to the lower of $1.75 per share, or $0.01 above the closing sale price on the date of conversion, subject
to adjustments as set forth therein (the Conversion Price). The Notes do not bear any interest absent an Event of Default
(as defined therein), and mature on September 22, 2026. One of the investors holds shares of the Series A-1.
While the Notes are outstanding, and after the Company
has effected an aggregate of $3,000,000 of purchases under the ELOC Agreement, if the Company receives any gross cash proceeds from the
issuance of any of its securities pursuant to the ELOC Agreement, the Company shall within one trading day of the receipt of such proceeds
apply 30% of the proceeds to repay the outstanding amounts owed under the Notes, until the Notes are paid in full.
Upon the occurrence of any Event of Default (as defined
in the Notes), interest shall adjust to 7% for so long as such Event of Default remains uncured. As collateral for the obligations under
the Purchase Agreement, the Company has granted to the holders a security interest in all of the Companys assets.
In connection with the Purchase Agreement, the Company
entered into a Registration Rights Agreement pursuant to which the Company has agreed to register the convertible shares underlying the
Note within 30 days of the closing date of sale of the Notes.
The above descriptions of the Convertible Securities
do not purport to be complete, and are qualified in their entirety by the complete text of the Convertible Securities, copies or forms
of which were filed as Exhibits 3.1 through 4.2 to the Companys Current Report on Form 8-K filed on June 26, 2025 and Exhibit 4.1
to the Companys Current Report on Form 8-K filed on September 25, 2025.
25
Related Party Warrants.
As described below under 2025 Grants of Warrants,
owe granted our officers, directors and certain employees a total of 5,150,000 Warrants exercisable at $0.80 per share. The underlying
shares of common stock may not be issued unless Proposal 3 is approved.
Effect of Vote in Favor of the Issuance Proposal
A vote in favor of approving an issuance of additional
shares of our common stock exceeding 20% of our currently outstanding shares of common stock will allow us to issue the shares of our
common stock underlying the Convertible Securities upon their conversion or exercise. A vote in favor of this Issuance Proposal will not
affect the rights of the current holders of our common stock. However, in the event that the Convertible Securities are converted, the
issuance of the additional shares of our common stock is expected to create significant dilution in the relative percentage interests
of our current stockholders. The Company estimates that the Convertible Securities are convertible into up to 29,976,592 shares of common
stock, although the actual amount may be higher or lower based on the provisions, including adjustment terms, set forth in the Convertible
Securities. In addition, to the extent the Company sells up to 700 additional shares of Series A-1 and up to 175,000 additional A and
B Warrants, respectively, as described above under The Convertible Securities Series A-1 and A and B Warrants, this
Proposal 3 would also have the effect of permitting an additional up to 910,000 shares of common stock to be issued under such Convertible
Securities.
Effect of Not Obtaining Required Vote for Approval
of the Issuance Proposal
If we are unable to obtain approval for the Issuance
Proposal, we will be unable to issue the shares of our common stock underlying the Convertible Securities upon their conversion to the
extent such issuance would exceed 19.99% of our then-currently outstanding shares of common stock. Pursuant to the Convertible Securities
and certain of the agreements entered into in connection therewith, if, despite our commercially reasonable best efforts, approval for
the Issuance Proposal is not obtained at the Annual Meeting, we are obligated to cause an additional meeting of our stockholders to be
held as soon as possible. If, despite our reasonable best efforts, the approval for the Issuance Proposal is not obtained after such subsequent
stockholder meetings, we are obligated to cause an additional meeting of our stockholders to be held periodically thereafter until such
approval is obtained. Accordingly, the Board believes that the failure to approve the Issuance Proposal would cause the Company to incur
significant cost and expense and would distract the Companys management. In addition, without the approval of the Issuance Proposal
it is unlikely that the holders will voluntarily convert their Notes into shares of our common stock, thereby reducing our indebtedness
and relieve some of the pressure on the Company to repay the Notes. Finally, unless we receive stockholder approval, we will likely not
be able to raise any capital since a conventional lender will not lend us funds as a practical matter.
Required Vote
The affirmative vote of the majority of the shares
entitled to vote on the matter, assuming a quorum is present, is required to approve the Issuance Proposal. Abstentions and broker non-votes
will be counted as votes against the Issuance Proposal. Holders of the preferred stock that have voting power may not vote those shares
on this Issuance Proposal.
26
PROPOSAL 4
Approve the issuance of shares of the Companys
common stock pursuant to the ELOC Agreement.
At the Annual Meeting, stockholders will be asked
to approve the issuance and sale of common stock by the Company in excess of the Exchange Cap of 19.99% of the Companys outstanding
common stock as required by NYSE American Company Guide Section 713.
ELOC Agreement
The Company and C/M entered into the ELOC Agreement
on September 19, 2025. The ELOC Agreement provides that, upon the terms and subject to the conditions set forth in the ELOC Agreement,
the Company may issue and sell to C/M, and C/M shall purchase from the Company, up to $35 million of the Companys common stock,
subject to the Exchange Cap of 19.99% of the outstanding common stock prior to the Company obtaining stockholder approval. A copy of the
ELOC Agreement was filed as Exhibit 10.3 to the Companys Current Report on Form 8-K filed on September 25, 2025. We issued C/M
260,675 shares of common stock (representing commitment shares valued at 1.5% of the maximum ELOC amount). We have also agreed under the
ELOC Agreement to issue an additional up to 86,891 shares of common stock valued at 0.5% of the maximum ELOC amount on a pro rated basis
as sales occur under the ELOC Agreement. Assuming we have authorized common stock and receive stockholder approval of this Proposal, we
will be required to register the transaction through which we issue underlying common stock in order to permit us to raise capital under
the ELOC Agreement. Our ability to raise a material amount under the ELOC Agreement will depend upon the future liquidity of our common
stock.
The ELOC Agreement essentially gives us the right
to put (or offer to sell) common stock to C/M as described below. Specifically, the purchase and sale terms provided for by the ELOC Agreement
are as follows:
(i) Fixed Purchase. On any business
day, the Company has the right to direct C/M to purchase shares of common stock at a purchase price equal to 95% of the lower of (A) the
daily volume weighted average price (VWAP) of the Companys common stock for the five trading days immediately preceding
the applicable purchase date for such Fixed Purchase and (B) the lowest trading price of a share of common stock on such date; provided
that if the closing price of the common stock on such date is lower than such purchase price, then the purchase price shall be reduced
to equal such closing price, and provided further that such purchases shall be subject to an individual transaction limitation of $500,000,
a daily limitation of $10,000,000 and to a floor price of $0.80; and
(ii) VWAP Purchase. On any business
day, the Company has the right to direct C/M to purchase common stock at a purchase price equal to 95% of the lower of (A) the closing
sale price on such date and (B) the VWAP during a period specified in the ELOC Agreement, provided that such purchases shall be subject
to a daily limitation of $10,000,000 and to a floor price of $0.85.
The foregoing purchase terms are subject to certain
additional conditions and limitations, including a 4.99% beneficial ownership limitation with respect to C/Ms ownership of the
Companys common stock, and the Exchange Cap with respect to Nasdaq.
The Company agreed to comply with certain covenants
and conditions under the ELOC Agreement, which are set forth therein.
Registration Rights Agreement
In connection with the ELOC Agreement, the Company
also entered into a Registration Rights Agreement with C/M pursuant to which the Company agreed to register C/Ms resale of the
shares of common stock issuable under the ELOC Agreement (such shares, the ELOC Shares) on a registration statement on Form
S-1 filed with the SEC within 30 days and use commercially reasonable efforts to cause such registration statement to be declared effective.
27
The above description of certain material terms of
the ELOC Agreement do not purport to be complete and are qualified in their entirety by the full text of the ELOC Agreement, a copy of
which is filed as Exhibit 10.3 to the Companys Current Report on Form 8-K filed on September 25, 2025.
Reasons for ELOC
The Company requires access to capital in order to
enable it to fund its working capital and general corporate expenses. The Company may also use proceeds from the ELOC to repay indebtedness,
including pursuant to the terms of the Notes described under Proposal 3 which are held by C/M and an affiliate, and to fund its growth
initiatives. Finally, the additional capital the ELOC presents may if needed help the Company maintain sufficient stockholders
equity to maintain the minimum amount of $6 million in stockholders equity required by NYSE. The Company previously had a deficiency
in its stockholders equity earlier in 2025 which was remedied on June 25, 2025 when the debt exchange transactions described under
Proposal 3 closed. The closing of the debt exchange transactions also increased the stockholders equity.
Consequences if the ELOC Share Issuance is Approved
Approval and completion of the ELOC Share Issuance
will result in substantial dilution to the Companys stockholders. The estimated maximum number of shares of common stock issuable
in connection with the Equity Line of Credit is 43,750,000 shares, based on the floor price for Fixed Purchases of $0.80, although the
actual amount may be higher or lower based on the provisions set forth in the ELOC Agreement.
Consequences if ELOC Share Issuance is not Approved
If this Proposal 4 is not approved by our stockholders,
the Company will not be able to engage in the transactions contemplated by the ELOC Agreement, and will not be able to access capital
thereunder. In such event, the Company will need to seek alternative means of raising capital, including for the purposes and uses described
above, which it may be unable to do within a reasonable period of time, on favorable terms, or at all. As stated above under Proposal
3, it is very unlikely we can raise additional capital if Proposal 3 does not pass. We are relying upon proposal 4 to fund our cash needs
for the foreseeable future.
NYSE Rules
The Company is seeking stockholder approval under
this Proposal 4 for purposes of NYSE American Company Guide Section 713 which requires stockholder approval for certain offerings of over
20% of the outstanding common stock at a price per share which is less than the Minimum Price as defined therein.
Vote Required
Approval of this Proposal 4 requires the affirmative
vote of a majority of the shares entitled to vote on the matter. C/M and its affiliate may not vote the Series A-1 for this Proposal 4.
Dissenters (Appraisal) Rights
There are no dissenters or appraisal
rights in connection with this Proposal 4.
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE
FOR
THE PROPOSAL 4.
28
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
Executive Compensation
Summary Compensation Table
The following table sets forth information for
our two most recently completed fiscal years ending December 31, 2024 and December 31, 2023 concerning all of the compensation awarded
to, earned by the named executive officers of the Company, who are set forth below.
Name and Principal Position
Year
Salary
Other
(1)
Option Awards
(2)
Total
Robert Nistico, CEO
2024
$
324,819
$
13,800
$
396,000
$
734,619
2023
$
333,125
$
$
347,525
William Meissner, President and CMO
2024
$
324,819
$
9,200
$
247,500
$
581,519
2023
$
333,125
$
$
333,125
Julius Ivancsits, CFO
(3)
2024
$
209,280
$
4,000
247,500
$
460,780
2023
$
$
$
(1) The amounts reported in this column include certain
perquisites and other personal benefits provided to executives. These consist primarily of fixed cash allowances intended to cover transportation
and related expenses, as well as other customary benefits.
(2)We account for stock-based compensation in accordance
with ASC 718,
Compensation - Stock Compensation
. Under the fair value recognition provisions, cost is measured at
the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period, which is generally
the option vesting period. We use the Black-Scholes option pricing model to determine the fair value of stock options.
(3) Former Chief Financial Officer.
Employment Agreements
Robert Nistico Chief Executive Officer
On March 12, 2012, the Company entered into an Employment
Agreement with Robert Nistico, pursuant to which Mr. Nistico serves as Chief Executive Officer of the Company.
On December 9, 2019, the Board extended Mr. Nisticos
Employment Agreement beginning December 1, 2019, and ending on November 30, 2024. Pursuant to the amendment, the Company increased Mr.
Nisticos base salary from $275,000 to $325,000. He continues to serve under these terms.
William Devereux
Chief Financial Officer
Pursuant to the terms of
an Employment Agreement dated February 21, 2025, the Company employs Mr. William Devereux as its Chief Financial Officer on a full-time
basis at an annual salary of $325,000. He was also entitled to a $60,000 signing bonus and is eligible for a discretionary annual performance
bonus of up to $162,500, upon achieving certain targets that are to be defined on an annual basis. Pursuant to his Employment Agreement,
we granted him 1,000,000 warrants and 15,000 options to acquire shares of common stock of the Company, with such options and warrants
vesting in July 2025.
29
William Meissner - President and Chief Marketing
Officer
On May 4, 2020, the Company entered into an Employment
Agreement with William Meissner, pursuant to which Mr. Meissner serves as President and Chief Marketing Officer of Company with an annual
base salary of $325,000. Mr. Meissner is also eligible for a discretionary bonus of up to 50% of Mr. Meissners base salary. Mr.
Meissner also received a grant of an option to purchase 16,667 shares of common stock under the Companys Plan. The Employment Agreement
with Mr. Meissners does not have a fixed termination date.
Director Compensation
During the fiscal year ended December 31, 2024, our
directors were paid compensation in cash and options for serving as directors of the Company. The options were exercisable at a weighted
average price of $18 per share over a 10-year period.
Name
Year
Fees Earned or Paid in Cash
All Other Compensation
Stock Awards
Option Awards
Total Compensation
Bill Caple
2024
$
69,996
$
161,500
$
231,496
John Paglia(1)
2024
$
45,000
$
318,000
$
363,000
(1)
Mt. Paglia is a former director.
2025 Grants of Warrants
On August 15, 2025 our Board granted 750,000 five-year
Warrants to each director including our Chief Executive Officer exercisable at $0.80 per share. Our President received a grant of 750,000
Warrants and our Chief Financial Officer received a grant of 1,000,000 Warrants with identical terms. We also granted certain employees
a total of 400,000 Warrants with identical terms other than vesting. Generally, one-third of the Warrants vested immediately and the balance
vest quarterly over a two-year period, subject to continued employment or service with the Company.
Equity Compensation Plan Information
On May 21, 2020, the Board adopted the (the Plan),
which provides for the grant of Options, Restricted Stock Awards, Stock Appreciation Rights, Performance Units and Performance Bonuses
to consultants and other eligible recipients over a 10-year period.
The following table gives information as of December
31, 2024 about shares of common stock that have been issued under the 2020 Plan. The 2020 Plan, as amended contains an evergreen provision
which provides for an automatic annual increase in the number of shares under the Plan of 7.5% of the total number of shares of common
stock outstanding as of December 31st of the preceding fiscal year. As of the Record Date of October 2, 2025, no shares were available
for grant under the 2020 Plan.
As of December 31, 2024, 8,648,486 options were
outstanding.
Plan Category
No. of Shares to be Issued Upon Exercise or Vesting of Outstanding Stock Options
Weighted Average Exercise Price of Outstanding Stock Options
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by the stockholders
106,475
$
32.40
42,146
Equity compensation plans not approved by the stockholders
Total
106,475
$
32.40
42,146
30
Outstanding Equity Awards at Fiscal Year-End
The following table has been adjusted for the 1 for
40 reverse split and summarizes the total outstanding equity awards as of December 31, 2024, for each named executive officer:
Name
Grant
Date
Number of Securities Underlying Unexercised Options Exercisable
Number of Securities Underlying Unexercised Options Un-Exercisable
Plan Awards: Number of Securities Underlying Unexercised Unearned Options
Option
Exercise
Price
Option
Expiration
Date
Robert Nistico
2/28/2020
3,975
$
44.80
2/21/2025
Robert Nistico
10/16/2020
25,000
$
44.80
10/15/2025
Robert Nistico
9/16/2021
13,250
$
44.80
9/16/2031
Robert Nistico
4/18/2024
30,000
$
13.20
4/18/2034
William Meissner
10/16/2020
10,417
$
44.80
10/16/2025
William Meissner
9/16/2021
2,500
$
44.80
9/16/2031
William Meissner
4/18/2024
18,750
$
13.20
4/18/2034
Julius Ivancsits
4/22/2024
6,250
12,500
$
13.20
4/22/2034
The Companys Policies and Practices Related
to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
The Company maintains practices regarding the timing
of equity-based compensation grants to executive officers, though it does not have a formal written policy governing such grants. The
timing of any equity grants to executive officers in connection with new hires, promotions, or other non-routine grants is tied to the
event giving rise to the award (such as an executive officers commencement of employment or promotion effective date). As a result,
in all cases, the timing of grants of equity awards, including stock options, occurs independent of the release of any material nonpublic
information, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of
equity-based compensation.
During fiscal year 2024, the Company granted 67,500
stock options to the Company executive officers at a weighted average strike price of $13.20 during any period beginning four business
days before the filing of a periodic report or current report disclosing material non-public information and ending one business day after
the filing or furnishing of such report with the SEC.
Pay versus Performance Information
In accordance with rules adopted by the Securities
and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure
regarding executive compensation for our principal executive officer (PEO) and Non-PEO NEOs and Company performance for
the fiscal years listed below. The Compensation and Management Resources Committee did not consider the pay versus performance disclosure
below in making its pay decisions for any of the years shown. At the annual shareholder meeting in 2023 the company is recommending that
the compensation and management resource committee use Pay versus Performance in establishing compensation
Year
Summary Compensation Table Total for Robert Nistico ($)
Compensation Actually Paid to Robert Nistico˒˒ ($)
Average Summary Compensation Table Total for Non-PEO NEOs
($)
Average Compensation Actually Paid to Non-PEO NEOs˒˒
($)
Value of Initial Fixed $100 Investment based on TSR
4
($)
Net Income ($ Millions)
2024
338,619
338,619
202,746
202,746
3.26
(23.8)
2023
447,525
417,240
215,362
189,278
10.17
(21.0)
2022
439,000
636,481
487,619
460,778
17.71
(21.7)
31
1. Robert Nistico was our PEO for each year presented.
The individuals comprising the Non-PEO NEOs for each year presented are listed below.
2022
2023
2024
William Meissner
William Meisner
William Meisner
Ronald Wall
Ronald Wall
Stacy McLaughlin
Fatima Dhalla
Julius Ivancsits
2. The amounts shown for Compensation Actually Paid
have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received
by the Companys NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote
3 below.
3. Compensation Actually Paid reflects the exclusions
and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with
FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option
Awards columns set forth in the Summary Compensation Table.
Year
Summary Compensation Table Total for Robert Nistico
($)
Exclusion of Stock Awards and Option Awards for Robert Nistico
($)
Inclusion of Equity Values for Robert Nistico
($)
Compensation Actually Paid to Robert Nistico
($)
2024
338,619
--
396,000
734,619
2023
447,525
--
(30,285)
417,240
2022
439,000
297,482
636,481
Year
Average Summary Compensation Table Total for Non-PEO NEOs
($)
Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs
($)
Average Inclusion of Equity Values for Non-PEO NEOs
($)
Average Compensation Actually Paid to Non-PEO NEOs
($)
2024
202,746
--
165,000
367,746
2023
215,562
--
(26,085)
189,277
2022
487,619
(127,050)
100,209
460,778
The amounts in the Inclusion of Equity Values in the
tables above are derived from the amounts set forth in the following tables:*
Year
Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Robert Nistico
($)
Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Robert Nistico
($)
Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Robert Nistico
($)
Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Robert Nistico
($)
Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Robert Nistico
($)
Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Robert Nistico
($)
Total - Inclusion of
Equity Values for Robert Nistico
($)
2024
--
--
396,000
--
--
--
396,000
2023
--
--
--
(30,285)
--
--
(30,285)
2022
(31,803)
229,284
197,481
32
Year
Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs
($)
Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs
($)
Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs
($)
Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs
($)
Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs
($)
Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs
($)
Total - Average Inclusion of
Equity Values for Non-PEO NEOs
($)
2024
--
--
165,000
--
--
--
165,000
2023
--
--
--
592
(26,677)
--
(26,085)
2022
40,015
(3,001)
32,050
31,145
100,209
4. The calculation assumes $100 was invested for the
period starting June 10, 2021, the day before our common stock began trading on the New York Stock Exchange (NYSE) through the end of
the listed fiscal year in the Company. Historical stock performance is not necessarily indicative of future stock performance.
* The initial equity values for any awards granted
prior to the reverse merger that occurred on March 31, 2020 have been calculated from March 31, 2020.
Description of Relationship Between PEO and
Non-PEO NEO Compensation Actually Paid and Company Total
Shareholder Return (TSR)
The following chart sets forth the relationship between
Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Companys cumulative
TSR since June 10, 2021.
33
Description of Relationship
Between PEO
and Non-PEO NEO Compensation Actually Paid and Net Income
The following chart sets forth the relationship between
Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the two
most recently completed fiscal years.
34
PROPOSAL 5.
Approval of 2025 Equity
Incentive Plan
Our Board has adopted a resolution
declaring it advisable and in the best interests of the Company and its stockholders that the 2025 Equity Incentive Plan (the Plan)
be approved by our stockholders.
Our
Board approved the Plan in September 2025. The Plan was adopted to replace the previous 2020 Plan. The Plan provides for the grant of
incentive stock options (ISOs), non-qualified stock options, restricted stock awards, restricted stock units (RSUs),
stock appreciation rights (SARs). Awards may be granted under the Plan to our employees, directors and independent contractors.
The
aggregate number of shares of common stock which may be issued pursuant to the Plan is no more than 15% of the outstanding shares of common
stock on a fully diluted basis giving effect to the exercise and conversion of all outstanding common stock equivalents issued outside
of the Plan including convertible notes, convertible preferred stock and warrants less any stock rights previously granted or exercised.
Subject to certain customary adjustments as described in the Plan, no more than 375,000 shares of common stock may be issued in the aggregate
pursuant to the exercise of incentive stock options.
Overview and Purpose of
the Stockholder Approval
NYSE rules and the provisions
of the Plan require that the Plan be approved by our stockholders. Our Board believes it is in the Companys and the stockholders
best interests to seek approval of Plan. The Plan, if approved, will allow us to continue to incentivize our employees and directors with
long-term compensation awards, such as stock options and restricted stock. Equity incentives form an integral part of the compensation
paid to many of our employees, particularly those in positions of key importance. Approval of the Plan is therefore critical to our ability
to continue to attract, retain, engage and focus highly motivated and qualified employees, particularly in the competitive labor market
that exists today in our industry.
The Plan is effective as
of September 25, 2025, which we refer to as the Effective Date. However, the Plan is subject to approval of our stockholders.
As of the Record Date, there
are eight employees and four directors eligible to participate in the Plan.
Summary of the Material
Terms of the Plan
The following summary of
the material terms of the Plan is qualified in its entirety by the full text of the Plan, a copy of which is filed as Exhibit 10.1 to
the Companys Current Report on Form 8-K filed on October 1, 2025.
Effective Date and Duration
The Plan will become ratified upon stockholder approval
and will remain in effect until September 25, 2035 (the 10th anniversary date that it was approved by the Board), unless the Board terminates
the Plan before its expiration.
Plan Administration
The Companys Compensation
Committee will continue to administer the Plan until the Board otherwise directs. The Compensation Committee will have the authority to
determine (i) eligible employees to whom awards may be granted; (ii) when stock rights may be granted; (iii) exercise prices of awards,
which may not be less than the fair market value; (iv) determine whether each option granted will be an ISO or a non-qualified option;
(v) when stock rights become exercisable, duration of exercise period, and vesting terms; (vi) restrictions on awards; and (vii) any interpretations
of the Plan and any promulgations, rules, and regulations relating to the Plan.
35
Eligibility
Subject to applicable securities
laws, the Compensation Committee may grant ISOs, non-qualified stock options, RSUs, restricted stock, and SARs to directors, officers,
employees, and independent contractors under the Plan.
Shares Available for Awards;
Limits on Awards
The total number of shares
of our common stock which may be issued under the Plan is no more than 15% of the outstanding shares of common stock outstanding on a
fully diluted basis (the Share Reserve). The Share Reserve will automatically increase on January 1 of each year for a period
of seven years beginning on January 1, 2026, and ending on January 1, 2032, in an amount equal to 5% of the total number of shares of
common stock outstanding on December 31 of the preceding calendar year on a fully diluted basis. The Board may determine that prior to
any Share Reserve increate date that the Share Reserve shall not increase or the Share Reserve will increase at a lesser number than what
would otherwise occur on January 1 for that year.
Types of Awards That May
Be Granted
Subject to limits in the
Plan, the Compensation Committee may grant (i) ISOs; (ii) non-qualified stock options; (iii) restricted stock; (iv) RSUs; and (v) SARs.
Adjustments Upon Certain
Changes
In the event of increases
or decreases in the number of issued shares of our common stock resulting from a stock split, reverse stock split, stock dividend, or
combination or reclassification of shares, the number of shares of common stock authorized for issuance under the Plan and the price per
share of common stock covered by an outstanding stock option or stock appreciation right, shall be proportionately adjusted. Notwithstanding
the foregoing, any adjustments with respect to ISOs shall be made only after the Board or Compensation Committee determines the tax implications
of such adjustment.
Change of Control
In the event of a merger
of Change of Control, outstanding awards under the Plan will be assumed, or an equivalent award will be substituted by the successor corporation.
If a successor corporation refuses to assume or substitute the outstanding awards, the awards will fully vest and the participants will
have the right to exercise their awards to the extent it would not otherwise be vested or exercisable. If an award becomes fully vested
or exercisable in lieu of the assumption or substitution, the Board or Compensation Committee shall notify the participant that the award
is fully vested and exercisable for a period of at least 15 days.
Change of Control
under the Plan means the occurrence of any of the following events: (i) the consummation of the sale or disposition by the Company of
all or substantially all of the Companys assets in a transaction which requires stockholder approval under applicable state law;
or (ii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation
which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity or its parent) at least 50% of the total voting power
represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or
consolidation.
Amendment of the Plan
and Awards Thereunder
The Board may amend the Plan
at any time. However, except in the case of adjustments upon changes in common stock, no amendment will be effective unless approved by
the stockholders of the Company to the extent stockholder approval is necessary to satisfy applicable laws or the rules of any stock exchange
or quotation system on which the shares of common stock are listed or quoted. The Board may amend the terms of awards under the Plan at
any time, however, the Board may not amend an award that would impair a participants rights under the award without the participants
written consent.
36
Forfeiture
Unless otherwise provided
for in an agreement, all vested or unvested awards under the Plan granted to employees or consultants shall be immediately forfeited at
the Boards discretion if any of the following events occur: (i) termination of the relationship with the grantee for cause including,
but not limited to, fraud, theft, dishonesty and violation of Company policy; (ii) purchasing or selling securities of the Company in
violation of the Companys insider trading guidelines then in effect; (iii) breaching any duty of confidentiality including that
required by the Companys insider trading guidelines then in effect; (iv) competing with the Company; (v) being unavailable for
consultation after leaving the Companys employment if such availability is a condition of any agreement between the Company and
the grantee; (vi) recruitment of Company personnel after termination of employment, whether such termination is voluntary or for cause;
(vii) failure to assign any invention or technology to the Company if such assignment is a condition of employment or any other agreements
between the Company and the grantee; or (viii) a finding by the Board that the grantee has acted disloyally and/or against the interests
of the Company.
In addition to the foregoing,
pursuant to Rule 10D-1 of the Exchange Act and the related rules promulgated by the NYSE, the Company is required to recover from former
and current executive officers reasonably, promptly, and completely the amount of erroneously awarded incentive-based compensation if
the Company is required to prepare an accounting restatement due to Companys material non-compliance with any financial reporting
requirement under the securities laws.
Unless otherwise provided
for in an agreement, all vested or unvested awards under the Plan granted directors of the Company shall be immediately forfeited at the
Boards discretion if any of the following events occur: (i) purchasing or selling securities of the Company in violation of the
Companys insider trading guidelines then in effect; (ii) breaching any duty of confidentiality including that required by the Companys
insider trading guidelines then in effect; (iii) competing with the Company; (iv) recruitment of Company personnel after ceasing to be
a director; or (v) a finding by the Board that the grantee has acted disloyally and/or against the interests of the Company.
Federal Income Tax Consequences
of Awards
The following is a summary
of U.S. federal income tax consequences of awards granted under the Plan, based on current U.S. federal income tax laws. This summary
does not constitute legal or tax advice and does not address municipal, state or foreign income tax consequences.
Non-Qualified Stock Options
The grant of a non-qualified
stock option will not result in taxable income to the participant. The participant will recognize ordinary income at the time of exercise
equal to the excess of the fair market value of the shares on the date of exercise over the exercise price and the Company will be entitled
to a corresponding deduction for tax purposes. Gains or losses realized by the participant upon the sale of the shares acquired on exercise
will be treated as capital gains or losses.
Stock Appreciation Rights
The grant of SARs will not
result in taxable income to the participant. The participant will recognize ordinary income at the time of exercise equal to the amount
of cash received or the fair market value of the shares received (or the amount of cash) and the Company will be entitled to a corresponding
deduction for tax purposes. If the SARs are settled in shares of common stock, then when the shares are sold the participant will recognize
capital gain or loss on the difference between the sale price and the amount recognized at exercise. Whether it is a long-term or short-term
gain or loss depends on how long the shares are held.
Restricted Stock
Unless a participant makes
an election to accelerate the recognition of income to the grant date (as described below), the grant of restricted stock awards will
not result in taxable income to the participant. When the restrictions lapse, the participant will recognize ordinary income on the excess
of the fair market value of the shares on the vesting date over the amount paid for the shares, if any, and the Company will be entitled
to a corresponding deduction.
37
If the participant makes
an election under Section 83(b) of the Internal Revenue Code (the Code) within thirty days after the grant date, the participant
will recognize ordinary income as of the grant date equal to the fair market value of the shares on the grant date over the amount paid,
if any, and the Company will be entitled to a corresponding deduction. Any future appreciation will be taxed at capital gains rates. However,
if the shares are later forfeited, the participant will not be able to recover any taxes paid.
Restricted Stock Units
The grant of a RSUs will
not result in taxable income to the participant. When the RSU is settled and common stock delivered, the participant will recognize ordinary
income equal to the fair market value of the shares provided on settlement and the Company will be entitled to a corresponding deduction.
Any future appreciation will be taxed at capital gains rates.
Section 409A
Section 409A of the Code
imposes complex rules on non-qualified deferred compensation arrangements, including requirements with respect to elections to defer compensation
and the timing of payment of deferred amounts. Depending on how they are structured, certain equity-based awards may be subject to Section
409A of the Code, while others are exempt. If an award is subject to Section 409A of the Code and a violation occurs, the compensation
is includible in income when no longer subject to a substantial risk of forfeiture and the participant may be subject to a 20% penalty
tax and, in some cases, interest penalties. The Plan and awards granted under the Plan are intended to be exempt from or conform to the
requirements of Section 409A of the Code.
Interests of Certain Parties
Our directors, officers,
employees and consultants have an interest in this Proposal with respect to potential future grants under the Plan which may be issued
to such persons.
New Plan Benefits
Because future grants of
awards under the Plan are subject to the discretion of the Board and the Committee, the future awards that may be granted to participants
cannot be determined at this time. There are no grants that have been previously made which are contingent upon receiving stockholder
approval of the grant, except as described under this Proposal.
Vote Required
Approval of this Proposal
5 requires the affirmative vote of a majority of the shares entitled to vote on the matter.
No Appraisal Rights
Stockholders have no rights
under the Nevada Revised Statutes or under our charter documents to exercise dissenters rights of appraisal with respect to the
approval of the Plan.
The Board recommends a
vote
FOR
this Proposal 5.
38
PROPOSAL 6.
Possible Increase in the Companys Authorized
Common Stock to 400,000,000 Shares
Overview.
Our Board has adopted a resolution
declaring it advisable and in the best interests of the Company and its stockholders that an amendment to the Companys Articles
of Incorporation to increase the Companys common stock to 400,000,000 shares (the Charter Amendment), in the event
that the Company effects a proportionate reverse stock split to maintain the listing of its common stock on the NYSE American, be approved
by our stockholders.
As of the Record Date, there were: 400,000,000 shares
of the Companys common stock authorized and a total of 2,374,226 shares of common stock issued and outstanding. In addition, there
were derivative securities outstanding that are convertible or (in the case of options and warrants) exercisable to purchase approximately
29,547,207 shares of common stock. Because the terms of the derivative securities include provisions which could cause a change in the
conversion ratio or exercise price of the derivative securities, the governing instruments for the derivative securities require the Company
to reserve an estimated total of 5,093,721 shares of common stock for issuance upon the conversion or exercise of the derivative securities.
Rationale for the amendment and factors to consider.
Shares of our common stock are required for various
purposes, including for: (i) capital-raising, financing or refinancing transactions involving the issuance of shares of our common stock,
the issuance of convertible securities or the issuance of other equity securities; (ii) future acquisitions and investment opportunities;
(iii) strategic business transactions; (iv) current or future equity compensation plans; (v) stock splits; (vi) stock dividends; (vii)
other corporate purposes; and (viii) satisfaction of our existing obligations under derivative securities issuances.
Further, additional common stock is necessary and
would be useful in the future in order satisfy the continued listing requirements of the NYSE. There can be no assurance that we will
continue to satisfy the requirements for continued listing of our common stock on the NYSE American, even should the Charter Amendment
be approved.
On March 27, 2025, the Company amended its Articles
of Incorporation to effect a 1-for-40 reverse stock split in order to maintain a closing bid price of at least the minimum of $1.00 per
share as required under NYSE rules (the Bid Price Requirement).
In 2025, the Companys common stock has experienced
declines, and the Company anticipates that further declines are possible in the near future based on potential conversions of the Convertible
Securities and sales under the ELOC Agreement described in Proposals 3 and 4, respectively. Additionally, due to recent changes in the
NYSE rules, because the Company has effected a reverse stock split in the past one-year period, the 180-day cure periods we utilized previously
are not available to meet the Bid Price Requirement.
One corrective action that is available to the Company
is to effect another reverse stock split. Notably, under Nevada law, the Board is permitted to reduce the number of shares of common stock
by dividing it by the number of the reverse split. For example, if our Board were to approve and effect a 1-for-2 reverse split, our authorized
common stock would be reduced from 400,000,000 to 200,000,000 and the number of shares of our common stock then outstanding would be reduced
proportionately.
Although we are not currently out of compliance with
the Bid Price Requirement, the new NYSE rules, the recent declines in our common stocks bid price and the potential for further
declines including based on the issuance of additional shares under the Convertible Securities and the ELOC Agreement has prompted the
Board to consider potential preemptive or corrective actions intended to comply with the Bid Price Requirement.
39
After consideration, our Board determined it would
be in the best interest of the Company and its stockholders to seek stockholder approval for an amendment to the Articles of Incorporation
which would increase the number of authorized shares of common stock if we are required to reduce the number through a Nevada proportionate
reverse split. We are not requesting any change to the authorized number of shares of preferred stock, which would remain unchanged at
5,000,000 shares.
At this time, we have no specific plans, arrangements
or understandings to issue any of the shares of common stock that would be authorized by the Charter Amendment. Although we have not proposed
increasing the authorized number of shares of common stock with the intention of using the additional shares of common stock for anti-takeover
purposes, the additional shares of common stock could make it more difficult to or discourage an attempt to acquire control of the Company.
The issuance of any shares of common stock, or securities
convertible into share of common stock, may dilute the proportionate ownership and voting power of existing stockholders and depress the
market price of our common stock. Although the future issuance of additional shares of common stock would dilute the relative ownership
interests of existing stockholders, our Board believes that having the flexibility to issue additional shares in this circumstances could
increase the overall value of the Company to our stockholders.
Effect of Approval
Approval of Proposal 6 will constitute approval of
the amendment to our Articles of Incorporation. If Proposal 6 is approved and the Company has effected a proportionate reverse stock split,
the Company intends to file the amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada, and Proposal
6 will become effective at the time of that filing.
Dissenters Rights of Appraisal
Any stockholders who dissent from the Charter Amendment
have no right to appraisal under the Nevada Revised Statutes, our Articles of Incorporation, or our Bylaws.
Required Vote and Recommendation
In accordance with our Articles of Incorporation and
Nevada law, approval and adoption of the Charter Amendment requires the affirmative vote of a majority of the voting power held by all
stockholders. Abstentions and broker non-votes will have the effect of voting against the Charter Amendment.
The Board recommends a vote
FOR
this Proposal 6.
40
PROPOSAL 7
Adjournment of the Annual Meeting
General
The Company is asking its stockholders to approve,
if necessary, a proposal to adjourn the Annual Meeting to a later date and time to solicit additional proxies in favor of one or more
proposals submitted to a vote by the stockholders at the Annual Meeting. Any adjournment of the Annual Meeting for the purpose of soliciting
additional proxies will allow stockholders who have already sent in their proxies to revoke them at any time prior to the time that the
proxies are used.
The affirmative vote of a majority of the shares entitled
to vote on the proposal to vote is required to approve this Proposal 7.
The Board recommends a vote
FOR
this Proposal 7.
41
OTHER MATTERS
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 Annual Meeting. If, however, other matters properly come
before the Annual Meeting, the accompanying proxy authorizes the person named as proxy or his substitute to vote on such matters as he
determines appropriate.
HOUSEHOLDING OF PROXY MATERIALS
The SEC has adopted rules that permit companies and
intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing
the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as
house holding, potentially provides extra convenience for stockholders and cost savings for companies. We and some brokers
household proxy materials, delivering a single proxy statement to multiple stockholders sharing an address unless contrary instructions
have been received from the affected stockholders. Once you have received notice from your broker or us that they are or we will be house
holding materials to your address, house holding will continue until you are notified otherwise or until you revoke your consent. If,
at any time, you no longer wish to participate in house holding and would prefer to receive a separate proxy statement, or if you currently
receive multiple proxy statements and would prefer to participate in house holding, please notify your broker if your shares are held
in a brokerage account or us if you hold registered shares. You can notify us by sending a written request to 1314 E. Las Olas Blvd, Suite
221, Fort Lauderdale, Florida 33301, Attention: Robert Nistico, Chief Executive Officer.
PROPOSALS OF STOCKHOLDERS
Stockholders may present proposals intended for inclusion
in our proxy statement for our 2026 Annual Meeting of Stockholders provided that such proposals are received by the Secretary of the Company
in accordance with the time schedules set forth in, and otherwise in compliance with, applicable SEC regulations, and the Companys
bylaws, as applicable. Proposals submitted not in accordance with such regulations will be deemed untimely or otherwise deficient; however,
the Company will have discretionary authority to include such proposals in the proxy statement for such meeting.
For a stockholder proposal to be considered for inclusion
in our proxy statement and proxy card for the 2026 annual meeting of stockholders, pursuant to Rule 14a-8 under the Exchange Act our Corporate
Secretary must receive the written proposal no later than June 8, 2026, which is 120 calendar days prior to the anniversary date this
proxy statement was released to the stockholders in connection with the Annual Meeting. Such proposals also must comply with the SEC regulations
under Rule 14a-8 regarding the inclusion of stockholder proposals in company sponsored materials.
WHERE YOU CAN FIND MORE INFORMATION
This proxy statement refers to certain documents that
are not presented herein or delivered herewith. Such documents are available to any person, including any beneficial owner of our shares,
to whom this proxy statement is delivered upon oral or written request, without charge. Requests for such documents should be directed
to Chief Executive Officer, Splash Beverage Group, Inc., 1314 E. Las Olas Blvd, Suite 221, Fort Lauderdale, Florida 33301. Please note
that additional information can be obtained from our website at
www.splashbeveragegroup.com
.
We file annual and special reports and other information
with the SEC. Certain of our SEC filings are available over the Internet at the SECs web site at
www.sec.gov
. You may also
read and copy any document we file with the SEC at its public reference facilities:
Public Reference Room Office 100 F Street, N.E.
Room 1580
Washington, D.C. 20549
42
You may also obtain copies of the documents at prescribed
rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Callers in the United
States can also call (202) 551-8090 for further information on the operations of the public reference facilities.
SPLASH BEVERAGE GROUP, INC.
1314 E Las Olas Blvd., Suite 221
Ft. Lauderdale, FL 33301
VOTE BY INTERNET - www.proxyvote.com
Before The Meeting Go to
www.proxyvote.com
Use the Internet to transmit your voting instructions
and for electronic delivery of information up until 11:59 p.m. Eastern Time on 10/30/2025. Have your proxy card in hand when you access
the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
DURING THE MEETING Go to
www.virtualshareholdermeeting.com/SBEV2025
.
You may attend the meeting via the Internet and vote
during the meeting. Have the information that is printed in the box marked by the arrow available and follow instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting
instructions up until 11:59 p.m. Eastern Time on 10/30/2025. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it
in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
43
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
SPLASH BEVERAGE GROUP, INC.
For All
Withhold All
For All Except
To withhold authority to vote for any individual nominee(s), mark For All Except and write the number(s) of the nominee(s) on the line below.
The Board of Directors recommends you vote FOR all listed nominees:
1.
Elect directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.
[ ]
[ ]
[ ]
____________________________
Nominees:
01) Robert Nistico 02) Justin Yorke 03) Thomas Fore 04) Frederick William Caple
The Board of Directors recommends you vote FOR Proposals 2, 3, 4, 5, 6 and 7.
For
Against
Abstain
2.
Ratify and approve the appointment of Rose, Snyder Jacobs LLP as Companys independent registered accounting firm for the fiscal year ending December 31, 2025.
[ ]
[ ]
[ ]
3.
Approve, in accordance with the NYSE American Company Guide Section 713, the issuance of shares of common stock in excess of 379,785 shares, which is 19.99% of the shares of common stock outstanding as of June 25, 2025 (the Exchange Cap), pursuant to outstanding convertible preferred stock, warrants and convertible promissory notes.
[ ]
[ ]
[ ]
4.
Approve, in accordance with the NYSE American Company Guide Section 713, the issuance of shares of the Companys common stock pursuant to that certain securities purchase agreement dated September 19, 2025 (the ELOC Agreement) with C/M Capital Master Fund, LP (the Purchaser), establishing an equity line of credit pursuant to which the Company may sell shares of common stock to the Purchaser from time to time in its discretion, in excess of and without giving effect to the Exchange Cap.
[ ]
[ ]
[ ]
5.
Approve the 2025 Equity Incentive Plan.
[ ]
[ ]
[ ]
6.
Approve possible increase in the Companys authorized common stock to 400,000,000 shares.
[ ]
[ ]
[ ]
7.
Approve an adjournment of the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting.
[ ]
[ ]
[ ]
44
NOTE: Transact such other business as may properly
come before the Annual Meeting or any adjournment or postponement thereof.
Please sign exactly as your name(s) appear(s) hereon.
When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally.
All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Signature [PLEASE SIGN WITHIN BOX]
Date
Signature (Joint Owners)
Date
Important Notice Regarding the Availability of Proxy
Materials for the Annual Meeting:
The Notice Proxy Statement and Annual Report
on Form 10-K for the year ended December 31, 2024 are available at
www.proxyvote.com
.
45
SPLASH BEVERAGE GROUP, INC.
Annual Meeting of Stockholders
October 31, 2025 10:00 AM, ET
This proxy is solicited on behalf of the Board of
Directors
The stockholder(s) hereby appoint(s) Robert Nistico
and William Devereux, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent
and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of SPLASH BEVERAGE GROUP, INC. that the
stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 10:00 AM, ET on October 31, 2025, virtually
via live webcast on the Internet, and any adjournment or postponement thereof. No in person meeting will be held.
This proxy, when properly executed, will be voted
in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors
recommendations.
Continued and to be signed on reverse side
46
TABLE OF CONTENTS
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 of SPLASH BEVERAGE GROUP, INC. - as per the
latest proxy Beta
Customers and Suppliers of SPLASH BEVERAGE GROUP, INC.
Beta
No Customers Found
No Suppliers Found
Bonds of SPLASH BEVERAGE GROUP, INC.
Price Graph
Price
Yield
Insider Ownership of SPLASH BEVERAGE GROUP, INC.
company Beta
Owner
Position
Direct Shares
Indirect Shares
AI Insights
Summary Financials of SPLASH BEVERAGE GROUP, INC.
Beta
(We are using algorithms to extract and display detailed data. This is a hard problem and we are working continuously to classify data in an accurate and useful manner.)
