FORT LAUDERDALE, FL - March 17, 2025 (NEWMEDIAWIRE) - Splash Beverage Group, Inc. (NYSE American: SBEV) ("Splash" or the "Company"), a portfolio company of leading beverage brands, today announced a reverse stock split of its authorized, issued and outstanding shares of common stock, par value $0.001 per share, at a ratio of one (1) share of common stock for every forty (40) shares of common stock, effective as of 5:00 p.m. (Eastern Time) on March 27, 2025 (the "Effective Date"). The Company believes that its common stock will begin trading on a split-adjusted basis when the market opens on March 28, 2025. The reverse stock split was authorized by the Company's Board of Directors on March 14, 2025.
Pursuant to the laws of the State of Nevada, the Company's state of incorporation, the Company's Board of Directors has the authority to effect a reverse stock split without stockholder approval if the number of authorized shares of common stock and the number of outstanding shares of common stock are proportionally reduced. The Company will file a certificate of change to its articles of incorporation, as amended, with the Secretary of State of Nevada to effect the reverse stock split. The Company's common stock will continue to trade on the NYSE American under the stock ticker "SBEV" but will trade under a new CUSIP number. The reverse stock split is being effected to ensure that the Company can meet the per share price requirements of the NYSE American, the Company's current listing exchange.
As a result of the reverse split, each forty (40) pre-split shares of common stock outstanding will automatically combine into one (1) new share of common stock without any action on the part of the holders, and the number of outstanding common shares will be reduced from 61,711,017 shares to approximately 1,542,776 shares without taking into account fractional shares. The reverse stock split will reduce the number of authorized shares of the Company's common stock from 300 million shares to 7.5 million shares and the ownership percentage of each stockholder will remain unchanged other than as a result of the rounding of fractional shares.
No fractional shares will be issued as a result of the reverse stock split. Shareholders who otherwise would be entitled to a fractional share because they hold a number of shares not evenly divisible by the 1 (one) for forty (40) reverse split ratio, will automatically be entitled to receive an additional fractional share of the Company's common stock to round up to the next whole share.
In addition, the Reverse Stock Split will apply to the Company's common stock issuable upon the exercise of the Company's outstanding warrants and stock options, with proportionate adjustments to be made to the exercise prices thereof and under the Company's equity incentive plans, as applicable. Accordingly, each publicly traded warrant (SBEV-WT) will become exercisable into 1/40th of a share of common stock at an increased exercise price of $184.00.
The Company's transfer agent, VStock Transfer LLC, will act as the exchange agent for the reverse stock split. Stockholders holding their shares in book-entry form or in "street name" through a bank, broker, or other nominee will not need to take any action in connection with the reverse stock split.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. For more detailed information relating to this transaction, please refer to the related Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission.
About Splash Beverage Group
Splash Beverage Group, an innovator in the beverage industry, owns a growing portfolio of alcoholic and non-alcoholic beverage brands including Copa di Vino wine by the glass, SALT flavored tequilas, Chispo tequila and Pulpoloco sangria. Splash's strategy is to rapidly develop early-stage brands already in its portfolio as well as acquire, and then accelerate, brands that have high visibility or are innovators in their categories. Led by a management team that has built and managed some of the top brands in the beverage industry and has led sales from product launch into the billions, Splash is rapidly expanding its brand portfolio and global distribution.
This press release includes "forward-looking statements" within the meaning of U.S. federal securities laws. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue" and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements and factors that may cause such differences include, without limitation, the risks disclosed in the Company's Annual Report on Form 10-K filed with the SEC on March 29, 2024, and in the Company's other filings with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release.
