Item 1.01 Entry into a Material Definitive Agreement On July 31, 2026, Splash Beverage Group, Inc. (the “Company”) entered into a Development and Collaboration Agreement (the “Collaboration Agreement”) with Lupvindol Biosciences Ltd. (“Lupvindol”), pursuant to which Lupvindol has agreed to lead the development of, and all U.S.…
Filed Aug 4, 2026Accepted Aug 4, 2026, 4:30 PM EDTCIK 1553788Accession 0001731122-26-001012
The Company is a Nevada corporation that was historically seeking to identify, acquire, and build early stage or under-valued beverage brands that have strong growth potential within its distribution system. During the current fiscal year beginning January 1, 2026, the Company has moved away from beverages and is focusing on the cannabinoid and health and wellness economy businesses.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement
On July 31, 2026, Splash Beverage Group, Inc. (the “Company”)
entered into a Development and Collaboration Agreement (the “Collaboration Agreement”) with Lupvindol Biosciences Ltd. (“Lupvindol”),
pursuant to which Lupvindol has agreed to lead the development of, and all U.S. Food and Drug Administration (“FDA”) regulatory
activities for, a new animal drug to be developed from the Company’s pharmaceutical product marketed under the brand name CannEpil®
(the “Product”), which the Company licenses pursuant to an Exclusive License Agreement with Argent Biopharma Limited dated
July 6, 2026, as amended on July 27, 2026 (the “License Agreement”). The Collaboration Agreement provides that Lupvindol will
advance the Product as a cannabinoid-based Investigational Veterinary Product through the FDA Center for Veterinary Medicine Investigational
New Animal Drug (“INAD”) and conditional approval pursuant to Section 571 of the Federal Food, Drug, and Cosmetic Act (the
“Conditional Approval”), including by working to (a) obtain and maintain an INAD with the FDA Center for Veterinary Medicine;
(b) develop and execute a comprehensive plan for the development of the Product acceptable to the FDA (the “Product Development
Plan”); (c) conduct all preclinical and clinical studies required for Conditional Approval of the Product; (d) file for and obtain
Conditional Approval of the Product; and (e) support the commercialization and licensing efforts for the Product.
In consideration of Lupvindol’s services, the
Company has agreed to provide milestone funding and commercial and capital markets support to Lupvindol. The milestone funding is set
forth as follows: (a) $95,000 upon execution of the Collaboration Agreement; (b) $75,000 upon the opening of the INAD with the FDA; (c)
$65,000 upon completion of the Product Development Plan; (d) $125,000 upon the submission to the FDA representing the inflection point
of the program; (e) $250,000 upon the filing of the submission for Conditional Approval of the Product; and (f) $500,000, plus an ongoing
royalty equal to 4% of net sales of the Product (which terminates on the 10th anniversary of the first commercial sale of the Product),
upon the grant of Conditional Approval of the Product or an earlier licensing transaction. In lieu of the royalty, Lupvindol may elect
to receive shares of the Company’s common stock on the terms set forth in the Collaboration Agreement, which contemplates any such
payment in shares valued based on the greater of (i) the volume-weighted average trading price of the Company’s common stock on
the NYSE American for the five trading days immediately preceding the date of Lupvindol’s election notice and (ii) the minimum price
at which a share of common stock may be issued in accordance with the rules of the NYSE American, subject to the conditions set forth
in the Collaboration Agreement.
The initial term of the Collaboration Agreement is
five years, unless terminated in accordance with the termination provisions set forth therein. Following the initial term, the Collaboration
Agreement will automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least
90 days prior to the expiration of the then-current term. The Company may terminate the Collaboration Agreement for convenience upon 90
days’ prior written notice to Lupvindol, subject to payment of all accrued and unpaid milestone payments and payment of a wind-down
fee equal to 100% of the next milestone payment not yet earned. The Company may also terminate the Collaboration Agreement (a) if the
FDA issues a formal communication indicating that the Product Development Plan is unlikely to result in Conditional Approval without material
changes that would require additional investment exceeding the amounts contemplated by the Collaboration Agreement; (b) if Lupvindol fails
to achieve any milestones set forth in the Collaboration Agreement within 12 months of the respective target date; or (c) upon a change
of control of Lupvindol. Lupvindol may terminate the Collaboration Agreement if the Company fails to materially perform its obligations
and fails to cure such default within 30 days after receipt of written notice from Lupvindol. Either party may terminate the Collaboration
Agreement upon the other party becoming insolvent or upon any governmental authority restraining the development, manufacture, sale, or
introduction into interstate commerce of the Product.
The Collaboration Agreement also contains customary
representations and warranties, covenants, indemnifications and other terms and conditions which are customary for a transaction of its
type.
The foregoing description of the Collaboration Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Collaboration Agreement, a copy
of which is filed as Exhibit 10.1 and is incorporated herein by reference.