Splash Beverage Group Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year endedDecember 31, 2024 ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the transition period from _________to _________ Commission File Number001-40471 SPLASH BEVERAGE GROUP, INC. (Exact name of registrant as specified in its charter) Nevada34-1720075(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 1314 E Las Olas Blvd. Suite 221Fort Lauderdale,FL33301(Address of principal executive offices) (Zip code) (954)745-5815(Registrant’s telephone number, including area code) Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (i) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).☒Yes☐No Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company,” in Rule 12b-2 of the Exchange Act. ☐Accelerated filer☒Smaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Act).☐Yes☒No The aggregate market value of the Registrant’s common equity held by non-affiliates computed by reference to the price at which thecommon equity was last sold as of the last business day of the Registrant’s most recently completed second quarter was $[*]. On June 30, 2025, there were1,899,876shares of Common Stock issued and outstanding. SPLASH BEVERAGE GROUP, INC. FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2024 TABLE OF CONTENTS PagePART I1Item 1.Business1Item 1A.Risk Factors9Item 1B.Unresolved Staff Comments26Item 2.Properties27Item 3.Legal Proceedings27Item 4.Mine Safety Disclosures27PART II28Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities28Item 6.Selected Financial DataItem 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 7A.Quantitative and Qualitative Disclosures about Market Risk31Item 8.Financial Statements and Supplementary DataF-1Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information32Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections32PART III33Item 10.Directors, Executive Officers and Corporate Governance33Item 11.Executive Compensation40Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters43Item 13.Certain Relationships and Related Transactions and Director Independence44Item 14.Principal Accounting Fees and Services45PART IV46Item 15.Exhibits and Financial Statement Schedules46Signatures47 PART I Except as otherwise indicated, references to “we”, “us”, “our”, “Splash”, “SBG” and the “Company” refer to SplashBeverage Group, Inc. and its wholly owned subsidiaries. This AnnualReport on Form 10-K(this“Annual Report”)contai