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OFFON

SPLASH BEVERAGE GROUP, INC.

(SBEV)
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SPLASH BEVERAGE GROUP, INC. : Unregistered Sale of Equity Securities, Change in Directors or Principal Officers (form 8-K)

10/22/2020 | 04:49pm EDT

Item 3.02 Unregistered Sales of Equity Securities

On October 16, 2020, the Board of Directors (the (Board") of Splash Beverage Group, Inc. (formerly known as Canfield Medical Supply, Inc." and referred to herein as the "Company") granted directors of the Company warrants (the "Director Warrants") to purchase an aggregate of 2,500,000 shares of the Company's common stock as set forth below. The grants are intended further align the interests the directors with those of the Company's stockholders and in consideration for their services as members of the Board. In particular, the Company granted its directors, Robert Nistico, Chief Executive Officer and Chairman of the Board, Justin Yorke and Peter McDonough, Director Warrants to purchase 1,000,000, 500,000 and 1,000,000 shares of the Company's common stock, respectively. The Director Warrants have an exercise price of $0.75 per share, vests ratably over a two year period, with one-third vesting immediately and the remainder vesting in two equal installments on each anniversary of the grant date, and expire five years after the applicable vesting date.

The Board also granted certain employees, directors, and consultant warrants (the "Warrants") to purchase an aggregate of 5,654,500 shares of the Company's Stock, including grants to Robert Nistico, Chief Executive Officer and Chairman of the Board, and Dean Huge, Chief Financial Officer, of Warrants to purchase 2,000,000 and 300,000 shares of the Company's common stock, respectively. Mr. Nistico's Warrants have an exercise price of $0.75 per share, vest over a two year period, with 50% vesting immediately and the remainder vesting in two equal installment on each anniversary of the grant date, and expire five years after the applicable vesting date. Mr. Huge's Warrants have an exercise price of $0.75 per share vest ratably over a two year period, with one-third vesting immediately and the remainder vesting in two equal installments on each anniversary of the grant date, and expire five years after the applicable vesting date. If after April 16, 2021 there is no effective registration statement registering the shares of common stock issuable upon exercise of the Warrants the Warrants may be exercised on a cashless basis as set forth in the Warrants.

In addition, the Board issued an aggregate of 3,159,900 restricted shares of the Company's common stock to three consultants for services rendered in accordance with existing agreements between the Company and such consultants.

In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The information under Item 3.02 is incorporated by reference into this Item 5.02.




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Financials (USD)
Sales 2020 2,98 M - -
Net income 2020 -28,7 M - -
Net Debt 2020 4,04 M - -
P/E ratio 2020 -6,81x
Yield 2020 -
Capitalization 263 M 263 M -
EV / Sales 2019 -
EV / Sales 2020 87,7x
Nbr of Employees -
Free-Float 88,0%
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Managers and Directors
NameTitle
Robert Nistico Chairman, President & Chief Executive Officer
Dean Scott Huge Chief Financial Officer, Secretary & Treasurer
James Martin Chief Innovation Officer
Peter J. McDonough Independent Director
Justin W. Yorke Director
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