SBEVSPLASH BEVERAGE GROUP, INC. · NYSE American
Effective Supply — the real overhang

From what's tradeable today to what's realistically coming. Bigger = more selling pressure ahead.

6.75M
Tradeable Now
(estimated float)
8.69M
Effective Supply
32.92M
Fully Diluted
Dilution risk9/10
CONFIDENCE: MEDIUM
EXTREMEAssessed Sep 1, 2026Trigger: ReassessmentCRITICALELOC draws and remaining capacityCRITICALFloorless floating-rate convertible notes

Pending share supply of ~26.0 million equals 385% of the ~6.75 million share float, and that figure conservatively excludes the full ELOC capacity — the Company's own estimate of maximum shares issuable under the C/M equity line is 43,750,000, or 6.5x the entire current float, against $30.8 million of remaining undrawn capacity versus a ~$2.8 million market cap at $0.41. Three mechanisms are live and firing right now: (1) the C/M ELOC, drawn continuously — 2,616,448 shares for $2.95M in H1 2026, 2,308,012 shares for $1.27M from 7/1 to 8/18, and 510,951 shares on 8/25 at $0.2106, with each draw priced at 95% of the LOWER of the 5-day VWAP and the lowest trading price of the day, plus a downward purchase-price reset to any lower New Issuance Price within three business days; (2) $2.7 million of floating-rate convertible notes convertible at the lower of $7.00 and $0.04 above the closing price — a formula with no meaningful floor that mechanically issues more shares as the price falls, and the Company itself now discloses 3,899,658 shares underlying converts; (3) preferred conversion overhang of 10.6–11.3 million shares plus 1,021,745 shares of stock-payable dividends, including the new Series D ($5.5M stated value, $1.00 conversion with a full-ratchet reset to a $0.60 floor = up to 9,166,667 shares). Add a 2,093,250-share Strategic Transformation RSU plan (20% of fully diluted) and fresh 431,250-option grants to the new interim CEO/COO. The only component that is NOT dangerous is the warrant book: 1,875,384 warrants at a $41.20 weighted-average strike are ~100x out of the money with no disclosed reset, contributing essentially zero. Score is 9 rather than 10 solely on that dead warrant overhang; every other component is maxed.

Share Structure

Float to Fully Diluted Breakdown

NO DATA

Reported float from Insight Sentry (AMEX:SBEV) returned null for reported_float, stock_price, shares_outstanding and market_cap — no usable market-data baseline; fell back to full reconstruction from XBRL and cover pages. Adjusted based on SEC filing analysis.

Reported Float6.75M20.5%
Float Adjustments341K1.0%
+6.41M sharesHIGH

Baseline: cover-page shares outstanding, post 1-for-4 reverse split effective 2026-07-24

Source: XBRL EntityCommonStockSharesOutstanding; 10-Q filed 2026-08-19; 424B3 filed 2026-08-28

+511K sharesHIGH

510,951 shares sold and issued to C/M Capital Master Fund under the ELOC on 2026-08-25 at ~$0.2106/share for $107,610.62 gross — after the 8/19 cover date; resale registered on S-1 333-298112 effective 2026-08-24, therefore immediately free-trading

Source: 8-K filed 2026-08-28

-469 sharesMEDIUM

Less officer/director common holdings (split-adjusted; group holds ~1,875 pre-split common, balance is options)

Source: 10-K/A filed 2026-04-30, Item 12

-169,600 sharesLOW

Less Series B preferred conversion shares issued unregistered under Section 4(a)(2)/Rule 506(b) on 2026-04-16 (418,720) and 2026-06-19 (259,680), split-adjusted to 169,600 — still inside Rule 144 seasoning unless covered by the 1,941,310-share RRA resale registration

Source: 10-Q filed 2026-08-19, unregistered issuances

Convertible Notes9.92M30.1%
September 2025 twelve-month 0% note (individuals) — convertible at the LOWER of $7.00 and $0.04 above the closing price on the conversion date
Conv. Price: floating_discount
Est. Shares: ~4.89M (agent-computed)
November 2025 twelve-month 0% note (individuals) — convertible at the LOWER of $7.00 and $0.04 above the closing price on the conversion date
Conv. Price: floating_discount
Est. Shares: ~1.11M (agent-computed)
Aggregate outstanding convertible promissory notes as disclosed by the Company
Conv. Price: floating_discount
Est. Shares: ~3.90M (agent-computed)
August 2023 note (individual), in default
Conv. Price: fixed
Est. Shares: ~13K (agent-computed)
January 2025 12% note (individuals), 100% warrant coverage
Conv. Price: fixed
Est. Shares: ~5K (agent-computed)
July 2025 12% convertible promissory note (matured 2025-08-31, in default)
Conv. Price: unknown
Shares: Variable — cannot estimate
C/M Capital OID Secured Promissory Notes (2025-09-19) — 30% of ELOC gross proceeds above $3M must repay; currently waived
Conv. Price: unknown
Shares: Variable — cannot estimate
C/M Capital promissory note issued 2026-01-26 in lieu of ELOC Commitment Shares
Conv. Price: unknown
Shares: Variable — cannot estimate
Warrants2.21M6.7%
common1.88M shares at $41.2
common338K shares at $3.2
Options / RSUs2.05M6.2%
Stock Options2.05M shares
≈ Estimated Actual Float

Reported float + filing adjustments

6.75M

MEDIUM confidence

Pending Shares as % of Float385%

Registered and convertible shares that could enter the float relative to current float size.

Fully Diluted32.92M100%

Share estimates are approximate. Convertible share counts based on current price. Review SEC filings for exact terms.

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Dilution profile
Reverse splits (2)
  • 1-for-40·Mar 27, 2025~1 yr ago
  • 1-for-4·Jul 24, 2026~2 mo ago
Active mechanisms
  • C/M Capital Master Fund $35,000,000 equity line of credit — $4,217,207 drawn via 4,924,459 shares, $30,782,793 remaining, Company-estimated maximum 43,750,000 issuable shares
  • ELOC pricing at 95% of the LOWER of the 5-day VWAP and the lowest trading price on the purchase date, with a downward reset to any New Issuance Price within three business days of a Purchase Date
  • ELOC Exchange Cap of 19.99% already voted away by stockholders at the 2025-10-31 meeting — no percentage ceiling on issuance
  • $2.7 million of 0% notes convertible at the lower of $7.00 and $0.04 above the closing price (floating, effectively floorless at current prices)
  • Series B Preferred (87,999 shares) actively converting into common — 24,252 preferred became 1,940,120 common in Q1 2026 alone
  • Series A-1 Preferred (1,300 shares) convertible at 80% of VWAP
  • Series D Preferred ($5.5M stated value) with a full-ratchet conversion reset to a $0.60 floor, opening after 2026-12-31
  • 12% preferred dividends payable in common stock in lieu of cash (~1,021,745 shares plus future accruals)
  • Strategic Transformation RSU Plan — 2,093,250 shares (20% of fully diluted), pending stockholder approval
  • 2025 Equity Incentive Plan evergreen: automatic 5% of fully diluted shares added every January 1 through 2032

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