SBEV is a micro-cap beverage company (ticker: SBEV, NYSE American) with a fiscal year ended December 31, 2025. This filing is a 10-K/A (Amendment No. 1) that adds only Part III governance disclosures; the financial statements are unchanged from the original 10-K filed April 15, 2026. Under a liquidation lens, recovery to equity is deeply negative and deteriorating. Total assets per XBRL are $965,694 as of December 31, 2025, down from $2,759,185 at December 31, 2024 — a 65% decline in one year. Against this, total liabilities stand at $16,266,522, yielding a reported stockholders' deficit of negative $15,300,828. MFFAIS CLV is negative $15.98M, consistent with XBRL data. Applying standard liquidation haircuts makes the picture worse: cash of $281,435 recovers at par; AR of $15,748 (net of $15,748 allowance, so gross AR is ~$31K) recovers near zero; inventory of $33,538 at 60% yields ~$20K; PP&E net of $12,926 at 50-70% yields ~$6-9K; intangibles (gross $6.03M, accumulated amortization $1.71M, net ~$4.32M book) recover at zero under liquidation. Total estimated gross liquidation proceeds from tangible assets are roughly $310K-$320K against face-value liabilities of $16.27M — implying negative equity recovery of approximately negative $15.95M, directionally matching MFFAIS OLV of negative $15.93M. Key liability drivers: current notes payable of $6.26M (including Decathlon Revenue Loan of $2.33M which is in formal default/demand letter as of April 2026, and Merchant Cash Advance obligations of ~$0.94M combined); accrued interest payable of $2.28M; accounts payable of $4.81M; discontinued operations liabilities of $1.48M; and derivative liabilities of $0.19M. The Decathlon lender issued a demand letter April 20, 2026 claiming $2.83M due as of March 31, 2026 — this obligation is secured by all company assets, meaning in a liquidation scenario the lender has first-priority claim on the entire $310K-$320K tangible asset pool. The company recorded a $5.56M loss on extinguishment of debt and $1.84M of debt discount amortization in 2025. Share-based compensation of $8.62M was the single largest non-cash charge, inflating operating losses. Net loss for the period was $25.23M on revenues of only $73,066 — an entity that has effectively ceased meaningful commercial operations within its continuing segments. Accumulated deficit is $181.9M. The company has a going concern issue, material internal control weaknesses (inadequate segregation of duties, no written procedures), and an interim CFO appointed December 2025. Post-period, the company is pursuing a merger LOI with Medterra CBD LLC (March 2026) and using an ELOC facility that sold 4.84M shares for $1.92M gross proceeds (Jan-Apr 2026), which dilutes existing equity holders further. The filing does not separately XBRL-tag the Decathlon demand letter amount ($2.83M), the TapouT litigation reserve discussion (though $330K was booked in 2024; no new reserve booked in 2025), or the Merchant Cash Advance balances of $497,188 and $311,713 individually — these appear only in MD&A narrative.
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