SBEV Splash Beverage Group, Inc. - 8-K

Item 3.02 Unregistered Sales of Equity Securities.

From May 29, 2026 through June 1, 2026, the
Company sold and issued a total of 3,846,332 shares of common stock pursuant to that certain Securities Purchase Agreement dated
September 19, 2025 with C/M Capital Master Fund, LP as purchaser (the “ELOC Agreement”) for total gross proceeds of
$607,720. The ELOC Agreement was previously disclosed in the Company’s Current Report on Form 8-K filed on September 25, 2025.
To the extent such sales are deemed to be unregistered, the sales were made pursuant to the exemption from registration provided
under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder. The purchaser’s resales of the
shares were registered on the Company’s registration statement on Form S-1 (File No. 333-292243) filed with the Securities and
Exchange Commission on December 18, 2025.

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