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MarketScreener Homepage  >  Equities  >  OTC Bulletin Board - Other OTC  >  Splash Beverage Group, Inc.    SBEV

SPLASH BEVERAGE GROUP, INC.

(SBEV)
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SPLASH BEVERAGE GROUP, INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

10/07/2020 | 05:07pm EST

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported on a Current Report on Form 8-K that was filed with the Securities and Exchange Commission on January 7, 2020, on December 31, 2019Splash Beverage Group, Inc. (formerly known as Canfield Medical Supply, Inc., a Colorado corporation (the "Company")), entered into an Agreement and Plan of Merger (the "Merger Agreement") with SBG Acquisition Inc. ("Merger Sub"), a Nevada Corporation wholly-owned by the Company, and Splash Beverage Group, Inc. a Nevada corporation ("Splash") pursuant to which Merger Sub shall be merged with and into Splash (the "Merger") with Splash as the surviving company and a wholly-owned subsidiary of the Company.

As previously reported on a current Report that was filed with the Securities and Exchange Commission on April 4, 2020 (the "April 4, 2020 8-K"), the closing of the Merger took place on March 31, 2020 (the "Closing") and on March 31, 2020, the Company filed Articles of Conversion/Exchange Merger with the Secretary of State of the State of Nevada pertaining to the merger of Merger Sub into Splash, with Splash as the surviving entity wholly owned by the Company, and the Merger became effective on that date.

On October 1, 2020 the Company entered into Amendment Agreement No. 1 to the Merger Agreement (the "Amended Merger Agreement"). Pursuant to the Amended Merger Agreement the Merger Agreement was amended to among other things (i) extend the date by which the Company must raise at least $9,000,000 of additional capital to April 30, 2021 and that such raise could be debt/and or equity and through a private or public offering and. (ii) to add certain exceptions to the piggy back registration rights provide for in the Merger Agreement.

As previously reported on the April 4, 2020 8-K, in connection with the Merger, Splash entered into Promissory Note Conversion Agreements with approximately eighteen (18) holders who held approximately $7,748,720 in principal and interest amount of debt. Pursuant to the Promissory Note Conversion Agreements, the holders agreed to convert the outstanding amount including principal and interest of the promissory notes held by them and receive common stock of Splash at a conversion rate of $1.00 per share. As a result of the conversions, 10,560,900 shares of the common stock of Splash (the "Note Conversion Shares") were issued in exchange for the Outstanding Promissory Notes.

On October 1, 2020, Splash entered into Amendment No 1 to the Promissory Note Conversion Agreement with all 18 Holders (the "Amended Note Conversion Agreement"). Pursuant to the Amended Note Conversion Agreement the Promissory Note Agreements were amended to among other things (i) extend the date by which the Company must raise at least $9,000,000 of additional capital to April 30, 2021 and that such raise could be debt/and or equity and through a private or public offering and (ii) to add certain exceptions to the piggy back registration rights provided for in the Promissory Note Conversion Agreements.

As previously reported on the April 4, 2020 8-K, in connection with the Merger, Splash entered into Preferred Stock Conversion Agreements (the "Amended Preferred Stock Conversion Agreement") with the three (3) holders of 1,000,000 shares of its Series A Convertible Preferred Stock and thirty-eight (38) holders of 3,913,418 shares of its Series B Convertible Preferred Stock. Pursuant to the conversion agreements the holders agreed to convert their Preferred Stock into 13,930,413 shares (the "Preferred Stock Conversion Shares") of the common stock of Splash.

On October 1, 2020, the Company entered into Amendment No 1 to the Preferred Stock Conversion Agreement with all 3the holders of the Series A Convertible Preferred Stock and all 38 holders of the Series B Convertible Preferred Stock. Pursuant to the Amended Preferred Stock Conversion Agreement, the Preferred Stock Conversion Agreement was amended to among other things (i) extend the date by which the Company must raise at least $9,000,000 of additional capital to April 30,2021 and that such raise could be debt/and or equity and through a private or public offering. And (ii) to add certain exceptions to the piggy back registration rights provide for in the Merger Agreement.

The foregoing descriptions of the Amended Merger Agreement, the Amended Note Conversion Agreement and the Amended Preferred Stock Conversion Agreement are qualified by reference to the full text of forms such documents which are filed as exhibits to this report.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
Number     Description
  10.1       Form of Amendment No. 1 to the Agreement and Plan of Merger
  10.2       Form of Amendment No. 1 the Promissory Note Conversion Agreement
  10.3       Form of Amendment No. 1 to the Preferred Stock Conversion Agreement




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Financials (USD)
Sales 2019 0,02 M - -
Net income 2019 -5,14 M - -
Net Debt 2019 6,95 M - -
P/E ratio 2019 -
Yield 2019 -
Capitalization 84,2 M 84,2 M -
EV / Sales 2018 -
EV / Sales 2019 -
Nbr of Employees -
Free-Float 48,7%
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Managers
NameTitle
Robert Nistico Chairman & Chief Executive Officer
William R. Meissner President & Chief Marketing Officer
Dean Huge Chief Financial Officer
James R. Sjoerdsma Secretary & Director
Timothy J. Brasel Director
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