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): June 13, 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 | Change in Registrant’s Certifying Accountant. |
| (a) | Dismissal of Independent Registered Public Accounting Firm |
On June 13, 2023, at the recommendation of the audit committee, the members of the Board of Directors (“Board”) of Splash Beverage Group, Inc. (the “Company”), dismissed CohnReznick LLP (“CohnReznick”) as the Company’s independent registered public accounting firm, effective immediately. CohnReznick completed only one interim review of the interim financial statements included in the Company’s Form 10-Q filed on June 6, 2023.
Since the engagement of CohnReznick on May 4, 2023, and through the date of this Form 8-K, there have been no disagreements with CohnReznick on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to CohnReznick’s satisfaction would have caused it to make reference thereto in connection with its reports on the financial statements for such period.
During the period of engagement and through the date of this 8-K, there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K, except that CohnReznick advised the Company of material weaknesses in its internal control over financial reporting as of March 31, 2023.
The Company provided CohnReznick with a copy of the foregoing disclosure and requested CohnReznick to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made herein. A copy of such letter, dated June 16, 2023, furnished by CohnReznick, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
| (b) | Engagement of Independent Registered Public Accounting Firm |
On June 15, 2023, upon the approval of the Audit Committee, the Company engaged Rose, Snyder & Jacobs LLP (“Rose, Snyder & Jacobs”), as the Company’s new independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023 and interim periods.
During the Company’s two most recent fiscal years ended December 31, 2021 and 2022, and the subsequent interim period through the date of its engagement, the Company did not consult with Rose, Snyder & Jacobs regarding either of the following: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and Rose, Snyder & Jacobs did not provide a written report or oral advice on any accounting, auditing or financial reporting issue that Rose, Snyder & Jacobs concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a “reportable event,” as described in Item 304(a)(1)(v) of Regulation S-K.
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: June 16, 2023
| SPLASH BEVERAGE GROUP, INC. | |
| | |
| /s/ Robert Nistico | |
| Robert Nistico | |
| Chief Executive Officer | |
