Current Report Filing (8-k)
March 15 2023 - 8:02AM
Edgar (US Regulatory)
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2023-03-09
2023-03-09
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2023-03-09
2023-03-09
0001553788
SBEV:WarrantsToPurchaseSharesOfCommonStockMember
2023-03-09
2023-03-09
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): March 9, 2023
SPLASH
BEVERAGE GROUP, INC. |
(Exact
Name of Registrant as Specified in Its Charter) |
|
Nevada |
(State
or Other Jurisdiction of Incorporation) |
001-40471 |
|
34-1720075 |
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
1314 East
Las Olas Blvd, Suite 221
Fort Lauderdale, Florida 33301 |
|
(Address of Principal Executive
Offices) |
|
(954)
745-5815 |
(Registrant’s Telephone
Number, Including Area Code) |
|
(Former Name or Former Address,
if Changed Since Last Report) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
Title of
each class |
|
Trading Symbol(s) |
|
Name of each
exchange on
which registered |
Common Stock, $0.001 par value per share |
|
SBEV |
|
NYSE American LLC |
Warrants to purchase shares of common stock |
|
SBEV-WT |
|
NYSE American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.01 Changes in Registrant’s Certifying Accountant.
On March 9, 2023, Splash Beverage Group, Inc. (the “Company”)
has been advised by Daszkal Bolton, LLP (“Daszkal”), the Company’s independent registered public accounting firm, that
Daszkal completed a business combination agreement with CohnReznick LLP (“CohnReznick”). As a result of this transaction,
Daszkal will resign as the Company’s independent registered public accounting firm upon the Company filing its annual report on
Form 10-K for the year ended December 31, 2022. The Company’s current Daszkal audit team is now part of CohnReznick and the Company
expects it will likely engage CohnReznick to serve as the Company’s independent registered public accounting firm for the Company’s
fiscal year ending December 31, 2023, but has not engaged CohnReznick at this time.
Daszkal’s reports on
the Company’s financial statements for the past two years did not contain an adverse opinion or a disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the years ended December
31, 2021 and 2020, and the subsequent interim periods through November 14, 2022, there were (i) no disagreements (as described in Item
304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and Daszkal on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Daszkal’s satisfaction, would
have caused Daszkal to make reference thereto in its reports on the financial statements for such years; and (ii) no “reportable
events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except that Daszkal advised
the Company of material weaknesses in its internal control over financial reporting as of December 31, 2021 and 2020.
The Company provided Daszkal
with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that Daszkal furnish a letter addressed to
the Securities and Exchange Commission stating whether Daszkal agrees with the statements made herein.
A copy of Daszkal’s
letter dated March 15, 2023, is filed as Exhibit 16.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 15, 2023
SPLASH BEVERAGE GROUP, INC. |
|
|
|
/s/ Robert Nistico |
|
Robert Nistico |
|
Chief Executive Officer |
|
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