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): April 18, 2022
| 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 33316 |
||
| (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 | ||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 18, 2022, the Board of Directors of Splash Beverage Group, Inc. (the “Company”) appointed Ronald Wall to serve as Chief Financial Officer of the Company, effective May 2, 2022.
Mr. Wall, 55, is a collaborative finance executive with expertise leveraging analysis, insights and team approaches, driving organizational improvements, and implementing practices and controls. From 2016 to 2022, Mr. Wall served as the Chief Financial Officer for Americas of William Grant & Sons Inc., a premium spirits company. Previously, Mr. Wall served in various capacities at William Grant & Sons Inc., including Chief Financial Officer for North America, and Chief Financial Officer for the United States of America.
There is no arrangement or understanding between Mr. Wall and any other persons, pursuant to which he was selected as Chief Financial Officer. Mr. Wall has not engaged in any transaction, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest. There are no family relationships between Mr. Wall and any director or executive officer of the Company.
Mr. Wall will receive $325,000 annually, with the ability to receive additional compensation bonuses, subject to certain terms and conditions, as compensation for his duties as Chief Financial Officer of the Company. Mr. Wall will serve as Chief Financial Officer until the next meeting of stockholders, or until his earlier death resignation or removal.
In connection with Mr. Wall’s appointment as Chief Financial Officer, former Interim Chief Financial Officer, Fatima Dhalla, will continue with the Company as an independent consultant.
Item 7.01 Regulation FD Disclosure
On April 19, 2022, the Company issued a press release announcing the appointment of Mr. Wall as Chief Financial Officer.
A copy of the above-mentioned press release is attached herewith as Exhibit 99.1.
Item 9.01 Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release dated April 19, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| SPLASH BEVERAGE GROUP, INC. | ||
| Dated: April 19, 2022 | By: | /s/ Robert Nistico |
| Name: | Robert Nistico | |
| Title: | Chief Executive Officer | |
EXHIBIT 99.1
Splash Beverage Group Names Ron Wall as Chief Financial Officer
Previously Directed Financial Strategy for Global Beverage Company Managing over $500 Million in Revenue
Fort Lauderdale, Florida, April 19, 2022 -- Splash Beverage Group, Inc. (NYSE American: SBEV) (“Splash” or the “Company”), a portfolio company of leading beverage brands, today announced the appointment of Ron Wall as Chief Financial Officer effective May 2nd.
Mr. Wall joins Splash Beverage Group with more than 25 years of senior financial leadership and executive management experience within the beverage and spirits industry. Most recently, from 2009 until present, Wall was Chief Financial Officer for William Grant & Sons, an independent family-owned, distiller of Scotch Whiskey and other spirits selling to more than 200 markets in 50 global locations.
While there, Wall developed and implemented the company’s financial strategy while leading Finance, Accounting, Cost Accounting, Information Systems, Business Development and M&A activities. Among other accomplishments, he led planning and delivery of $500 million in sales for the North American & Latin American Regions which included cost controls for $50 million in overhead and $10 million in production and operating costs. He led a team of 60 Finance/Accounting members and 10 Information Systems professions. Prior to William Grant & Sons, from 1995 to 2008, Wall served in a variety of senior financial roles at Diageo Plc, including Senior Vice President of U.S. Spirits and National Accounts, Finance Director (SVP) Iberia in Madrid, and Vice President Finance.
“Ron’s impressive financial and operational experience, especially his deep knowledge of the beverage sector will be a tremendous asset to our executive team at Splash,” said Robert Nistico, Chief Executive Officer of Splash Beverage Group. “Someone of Ron’s caliber joining the team is an important validation of our vision, ‘growth thru acquisition’. Ron is stepping into a critical role and his large company M&A experience is exactly what we need at exactly the right time. We’re thrilled to have him and look forward to his contributions to our continued success at Splash.”
“I’m excited to join the Splash Beverage Group team,” said Wall. “I believe they are uniquely positioned in the beverage industry and are poised to rapidly grow. I’m eager to work with the team and help execute their business plan.”
His responsibilities at Splash will include overseeing all financial aspects of the company including accounting, tax, financial planning and analysis, treasury, M&A activities and capital markets. He will report to the company’s Chief Executive Officer, Robert Nistico.
About Splash Beverage Group, Inc.
Splash Beverage Group, an innovator in the beverage industry, owns a growing portfolio of alcoholic and non-alcoholic beverage brands including Copa di Vino wine by the glass, SALT flavored tequilas, Pulpoloco sangria, and TapouT performance hydration and recovery drink. Splash’s strategy is to rapidly develop early-stage brands already in its portfolio as well as acquire and then accelerate brands that have high visibility or are innovators in their categories. Led by a management team that has built and managed some of the top brands in the beverage industry and led sales from product launch into the billions, Splash is rapidly expanding its brand portfolio and global distribution.
For more information visit:
www.SplashBeverageGroup.com
www.copadivino.com
www.drinksalttequila.com
www.pulpo-loco.com
www.tapoutdrinks.com
Forward-Looking Statement
This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements and factors that may cause such differences include, without limitation, the risks disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on March 8, 2021, and in the Company’s other filings with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release.
Contact Information:
Splash Beverage Group
Info@SplashBeverageGroup.com
954-745-5815