SPLASH BEVERAGE GROUP, INC. (Form: 8-K, Received: 10/07/2020 17:06:09)

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): September 29, 2020

SPLASH BEVERAGE GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Colorado

(State or Other Jurisdiction of Incorporation)

000-55114		34-1720075
(Commission File Number)		(IRS Employer Identification No.)

	4120 Boardman-Canfield Road Canfield, Ohio 44406
(Address of Principal Executive Offices)

(330) 533-1914
(Registrant’s Telephone Number, Including Area Code)
CANFIELD MEDICAL SUPPLY, INC.
(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
NA		NA		NA

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 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, 2019 Splash 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

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: October 7, 2020


SPLASH BEVERAGE GROUP, INC.

/s/ Dean Huge
Dean Huge Chief Financial Officer

Exhibit 10.1

AMENDMENT AGREEMENT NO. 1

This AMENDMENT AGREEMENT NO. 1 (this “Amendment”) to the Agreement and Plan of Merger dated as of December 31, 2019 (the “Merger Agreement”) is made as of September___, 2020, by and among Splash Beverage Group, Inc., a Nevada corporation (the “Company”), SBG Acquisition Inc. and Splash Beverage Group, Inc., a Colorado corporation (the “Parent”).

WHEREAS, on March 31, 2020, SBG Acquisition Inc. merged with and into the Company with the Company being the surviving company and a wholly-owned subsidiary of the Parent;

WHEREAS, the Company and Parent are parties to the Merger Agreement dated _____________________;

WHEREAS, the Company and Parent wish to amend the Merger Agreement as set forth herein;

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Definitions. Capitalized terms which are used herein without definition and which are defined in the Merger Agreement shall have the same meanings herein as in the Merger Agreement.

2. Amendment to Paragraph 7.5. Paragraph 7.5 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

7.5 Conversion of Company’s Outstanding Debt and of Outstanding Preferred Stock. On or prior to the Closing all indebtedness and loan obligations of the Company, other than Permitted Closing Debt, shall be converted into equity of the Company at a rate of $1.00 per share and upon such other terms as may be reasonably acceptable to Parent and principal shareholders of Parent provided that Permitted Closing Debt will be converted within 60 days of the Closing, and provided further that all conversions of Company debt outstanding at Closing into shares of common stock and all conversions of the Company’s Preferred Stock into shares of common stock are subject to being rescinded, pursuant to the terms of Note Conversion Agreements and Preferred Stock Conversion Agreements, forms of which agreements are attached hereto as Exhibits B and C respectively, if Parent raises less than $9 million of additional debt and/or equity capital, through a public and/or private offering or offerings (the “Supplemental Capital”) by April 30, 2021 (the “Supplemental Raise Date”).

3. Amendment to Paragraph 8.8 of the Merger Agreement. Paragraph 8.8 of the Merger Agreement is hereby amended and restated in its entirety to read as follows:

8.8 Restricted Stock; Piggyback Registration Rights. The shares to be issued hereunder (the “Merger Shares”) have not been registered with the United States Securities and Exchange Commission (“SEC”) or with the securities regulatory authority of any state. The Merger Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. Parent, following the Merger, may also be referred to herein as “SplashPM.” At such time, if ever, that SplashPM determines to file a registration statement with the SEC relating to an offering for its own account, or the account of others under the Act, of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other bonafide employee benefit plans) (the “Registration Statement”), SplashPM shall send written notice of such determination to those Company Shareholders entitled to piggyback registration rights under the Note Conversion and Preferred Stock Conversion Agreements (collectively the “Registration Rights Holders” and individually a “Rights Holder”), and, if within 10 days after the date of receipt of such notice the Registration Rights Holders, or any of them, shall so request in writing, SplashPM shall include within the Registration Statement all or any part of the Merger Shares (“Registerable Securities”) requested to be registered, provided however Registerable Securities may be removed pro rata to the percentage of securities being removed by other selling shareholders whose shares are also covered by the Registration Statement (“Removed Registerable Securities”) if such removals are required to comply with any written comments from the SEC with respect to Rule 415 promulgated under the Act. The Company covenants to maintain the effectiveness of the Registration Statement, and of any registration statement filed thereafter which must include the Removed Registerable Securities, if any, (an “RRS Registration Statement”), by promptly preparing and filing post-effective amendments to the Registration Statement and RRS Registration Statement until all of the Registerable Securities and Removed Registerable Securities are sold. The registration rights granted herein shall remain in full effect and continue to extend to the Registerable Securities and Removed Registerable Securities until they are sold. All fees and costs of or incidental to any such registration statement shall be borne by the Company and SplashPM. All shares of restricted common stock of Parent outstanding at the time of Closing and all shares of common stock underlying outstanding options of Parent at time of Closing shall be provided and accorded the same registration rights as given hereunder to Registration Rights Holders. Parent further covenants that it will not extend, provide or permit piggyback registration rights to any holder of Permitted Closing Debt for so long as any Rights Holder has not fully sold its Registerable Securities.

Notwithstanding anything to the contrary herein, SplashPM will not be required to include any Registrable Shares on any registration statement if such securities may be resold pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, without volume limitation.

Notwithstanding anything contained herein, if the managing underwriter(s) of an offering being conducted by SplashPM advise(s) SplashPM and the Holder(s) of the Registrable Shares in writing that the aggregate number of shares of Common Stock to be sold by the Company or any other stockholder (other than a Holder), if any, and Registrable Shares requested to be included in the offering exceeds the amount that they believe could be sold without adversely affecting the offering, then the aggregate number of shares of Common Stock to be sold by SplashPM or any other stockholder (other than a Holder), if any, and Registrable Shares will be reduced to the amount recommended by such managing underwriter(s).

For avoidance of doubt once the common stock issued or issuable pursuant to the Note Conversion Agreement and Preferred Stock Conversion Agreement (including the Registrable Securities Shares) may be sold under Rule 144 without volume limitations such securities shall not be entitled to any registration rights pursuant to the Merger Agreement (as amended) and the Company shall not be required to provide such Holder with the notice referenced in Paragraph 8.8.”

4. Counterparts. This Amendment may be executed in counterparts with the same effect as if both Parties had signed the same documents. All such counterparts shall be deemed an original, shall be construed together, and shall constitute one and the same instrument.

5. Entire Agreement. This Amendment constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof. Except as provided herein, all provisions, terms and conditions of the Merger Agreement shall remain in full force and effect.

6. Governing Law and Venue. This Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Nevada. The parties agree that all actions and proceedings arising out of or relating directly or indirectly to this Amendment or any ancillary agreement or any other related obligations shall be litigated solely and exclusively in the state or federal courts located in the City of Las Vegas, Clark County and that such courts are convenient forums. Each party hereby submits to the personal jurisdiction of such courts for purposes of any such actions or proceedings.

IN WITNESS WHEREOF, the Company and ____________ have caused this Amendment to be executed as of the date first written above.

	SPLASH BEVERAGE GROUP, INC.
	(a Nevada corporation)

	By:
		Name:
		Title:

Exhibit 10.2

AMENDMENT AGREEMENT NO. 1

This AMENDMENT AGREEMENT NO. 1 (this “Amendment”) to the Promissory Note Conversion Agreement (the “Conversion Agreement”) is made as of September 11, 2020, by and among Splash Beverage Group, Inc., a Nevada corporation (the “Company”) and ____________ (the “Holder”).

WHEREAS, the Company and Holder are parties to the Conversion Agreement accepted on the closing of the Merger, March 31, 2020;

WHEREAS, the Company and Holder wish to amend the Conversion Agreement as set forth herein;

1. Definitions. Capitalized terms which are used herein without definition and which are defined in the Conversion Agreement shall have the same meanings herein as in the Conversion Agreement.

2. Amendment to Paragraph C. Paragraph C of the Conversion Agreement is hereby amended and restated in its entirety to read as follows:

C. Upon completion of the Merger the Company will be a wholly owned subsidiary of Canfield Medical Supply Inc. (the “Parent”) and shareholders of the Company will own in the aggregate on a fully diluted basis, after giving effect to conversions of all debt and preferred stock, and all outstanding options, and or other rights to acquire Company securities warrants, not less than 85% of Parent, with the ability to receive an additional 1.25% of Parent, for an aggregate total of 86.25% ownership of Parent, computed as of the date of Merger, if the post- Merger Parent is able to sell, issue and receive $9 million of additional debt and/or equity capital (through a public and/or private offering or offerings) no later than April 30, 2021 (the “New Capital”).The post-Merger Parent shall hereinafter be referred to as “SplashPM.”

3. Amendment to Paragraph 3. Paragraph 3 of the Conversion Agreement is hereby amended and restated in its entirety to read as follows:

“3. Restricted Stock; Piggyback Registration Rights. The Conversion Shares to be issued hereunder have not been registered with the United States Securities and Exchange Commission or with the securities regulatory authority of any state. The Conversion Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. At such time, if ever, that SplashPM determines to file a registration statement with the Securities and Exchange Commission (“SEC”) relating to an offering for its own account, or the account of others under the Act, of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other bonafide employee benefit plans) (the “Registration Statement”), SplashPM shall send to Noteholder written notice of such determination and, if within 10 days after the date of receipt of such notice Noteholder shall so request in writing, SplashPM shall include in such registration statement all or any part of the Conversion Shares that Noteholder requests to be registered, provided however any Conversion Shares may be removed pro rata to the percentage of securities being removed by other selling shareholders whose shares are also covered by the Registration Statement (“Removed Conversion Shares”) if such removals are required to comply with any written comments from the SEC with respect to Rule 415 promulgated under the Act. The Company covenants to maintain the effectiveness of the Registration Statement, and of any registration statement filed thereafter which must include the Removed Conversion Shares if any (an “RCS Registration Statement”), by promptly preparing and filing post-effective amendments to the Registration Statement and RCS Registration Statement until all of the Conversion Shares and Removed Conversion Shares are sold. The registration rights granted herein shall remain in full effect and continue to extend to the Conversion Shares and Removed Conversion Shares until they are sold. All fees and costs of or incidental to any such registration statement shall be borne by the Company and SplashPM.

Notwithstanding anything to the contrary herein, the Company will not be required to include any Conversion Shares on any registration statement if such securities may be resold pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, without volume limitation. For avoidance of doubt once the Conversion Shares may be sold under Rule 144 without volume limitation such Conversion Shares shall not be entitled to any registration rights pursuant to the Conversion Agreement (as amended) and the Company shall not be required to provide such Holder with the notice referenced in Paragraph 3.

Notwithstanding anything contained herein, if the managing underwriter(s) of an offering being conducted by the Company advise(s) the Company and the Holder(s) of the Conversion Shares in writing that the aggregate number of shares of Common Stock to be sold by the Company or any other stockholder (other than a Holder), if any, and Conversion Shares requested to be included in the offering exceeds the amount that they believe could be sold without adversely affecting the offering, then the aggregate number of shares of Common Stock to be sold by the Company or any other stockholder (other than a Holder), if any, and Conversion Shares will be reduced to the amount recommended by such managing underwriter(s). For avoidance of doubt once the Conversion Shares may be sold under Rule 144 without volume limitation such Conversion Shares shall not be entitled to any registration rights pursuant to the Conversion Agreement (as amended) and the Company shall not be required to provide such Holder with the notice referenced in Paragraph 3.

5. Entire Agreement. This Amendment constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof. Except as provided herein, all provisions, terms and conditions of the Conversion Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the Company and _____________________ have caused this Amendment to be executed as of the date first written above.

	SPLASH BEVERAGE GROUP, INC.
	(a Nevada corporation)

	By:
		Name: Dean Huge
		Title: Chief Financial Officer

	On behalf of:

Exhibit 10.3

AMENDMENT AGREEMENT NO. 1

This AMENDMENT AGREEMENT NO. 1 (this “Amendment”) to the Preferred Stock Conversion Agreement (the “Conversion Agreement”) is made as of September 11, 2020, by and among Splash Beverage Group, Inc., a Nevada corporation (the “Company”) and ____________ (the “Holder”).

WHEREAS, the Company and Holder are parties to the Conversion Agreement accepted on the closing of the Merger, March 31, 2020;

WHEREAS, the Company and Holder wish to amend the Conversion Agreement as set forth herein;

1. Definitions. Capitalized terms which are used herein without definition and which are defined in the Conversion Agreement shall have the same meanings herein as in the Conversion Agreement.

2. Amendment to Paragraph C. Paragraph C of the Conversion Agreement is hereby amended and restated in its entirety to read as follows:

“C. Upon completion of the Merger the Company will be a wholly owned subsidiary of Canfield Medical Supply Inc. (the “Parent”) and shareholders of the Company will own in the aggregate, on a fully diluted basis, after giving effect to conversions of all debt and preferred stock, and all outstanding options, warrants, and or other rights to acquire Company securities, not less than 85% of Parent, with the ability to receive an additional 1.25% of Parent (the “New Capital Bonus Shares”), for an aggregate total of 86.25% ownership of Parent, computed as of the date of Merger, if the post-Merger Parent is able to sell, issue and receive $9 million of additional debt and/or equity capital (through a public and/or private offering or offerings) no later than April 30, 2021) the Merger (the “New Capital”).The post-Merger Parent shall hereinafter be referred to as “SplashPM .”

3. Amendment to Paragraph 3. Paragraph 3 of the Conversion Agreement is hereby amended and restated in its entirety to read as follows:

“3. Restricted Stock; Piggyback Registration Rights. The Conversion Shares to be issued hereunder have not been registered with the United States Securities and Exchange Commission or with the securities regulatory authority of any state. The Conversion Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. At such time, if ever, that SplashPM determines to file a registration statement with the Securities and Exchange Commission (“SEC”) relating to an offering for its own account, or the account of others under the Act, of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other bona fide employee benefit plans) (the “Registration Statement”), SplashPM shall send to Preferred Holder written notice of such determination and, if within 10 days after the date of receipt of such notice Preferred Holder shall so request in writing, SplashPM shall include in the Registration Statement all or any part of the Conversion Shares that Preferred Holder requests to be registered, provided however any Conversion Shares may be removed pro rata to the percentage of securities being removed by other selling shareholders whose shares are also covered by the Registration Statement (“Removed Conversion Shares”) if such removals are required to comply with any written comments from the SEC with respect to Rule 415 promulgated under the Act. The Company covenants to maintain the effectiveness of the Registration Statement, and of any registration statement filed thereafter which must include the Removed Conversion Shares if any (an “RCS Registration Statement”), by promptly preparing and filing post-effective amendments to the Registration Statement and RCS Registration Statement until all of the Conversion Shares and Removed Conversion Shares are sold. The registration rights granted herein shall remain in full effect and continue to extend to the Conversion Shares and Removed Conversion Shares until they are sold. All fees and costs of or incidental to any such registration statement shall be borne by the Company and SplashPM.”

Notwithstanding anything to the contrary herein, the Company will not be required to include any Conversion Shares on any registration statement if such Conversion Shares may be resold pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, without volume limitation. For avoidance of doubt once the Conversion Shares may be sold under Rule 144 without volume limitation such Conversion Shares shall not be entitled to any registration rights pursuant to the Conversion Agreement (as amended) and the Company shall not be required to provide such Holder with the notice referenced in Paragraph 3.

5. Entire Agreement. This Amendment constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof. Except as provided herein, all provisions, terms and conditions of the Conversion Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the Company and ________________ have caused this Amendment to be executed as of the date first written above.

	SPLASH BEVERAGE GROUP, INC.
	(a Nevada corporation)

	By:
		Name: Dean Huge
		Title: Chief Financial Officer

	If to Noteholder: