Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

Financing

On September 19, 2025, Splash Beverage Group, Inc., a Nevada corporation (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with two institutional investors (each an "Investor," and collectively the "Investors"). Pursuant to the Purchase Agreement, the Company received $2,000,000 on September 22, 2025 and that day issued to the Investors Original Issue Discount Secured Convertible Promissory Notes (each, a "Note" and collectively the "Notes") in an aggregate principal amount of $2,200,000.

Each Note is convertible into shares of the Company's Common Stock at a conversion price equal to the lower of (i) $1.75 per share and (ii) $0.01 above the closing sale price on the date of conversion. The Notes do not bear any interest absent an event of default, and mature on September 22, 2026. The Notes contain customary events of default, the occurrence of which results in the entire outstanding amount of principal and other amounts payable becoming immediately due and payable, and interest accruing at a rate of 7% per annum.

The Company may prepay the Notes at any time and from time to time, in whole or in part, without premium or penalty.

While any portion of the Notes is outstanding, and after the Company has effected an aggregate of $3,000,000 of purchases from the Investor under the ELOC Agreement described below, if the Company receives further gross proceeds under the ELOC Agreement, the Company shall apply 30% of the proceeds to repay the outstanding amounts owed under the Notes, until the Notes are paid in full.

As collateral for the obligations under the Notes, the Company granted to the Investors a security interest in all of the Company's assets, subject to certain exceptions, pursuant to and as set forth in a Security Agreement entered into between the Company and each Investor.

In connection with the Purchase Agreement, on September 19, 2025, the Company also entered into a Registration Rights Agreement pursuant to which the Company has agreed to file a Registration Statement for the Common Stock underlying the Notes within 30 days of the closing date.

The Company also agreed to hold a shareholders' meeting by October 31, 2025 for purposes of obtaining shareholder approval of the issuance of shares of the underlying common stock under NYSE American rules in connection with the transactions described above.

The foregoing descriptions of the terms of the Purchase Agreement, and Registration Rights Agreement, and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are incorporated by reference as set forth in Exhibits 10.1 and 10.2 of this Current Report on Form 8-K.