Splash Beverage Group, Inc. (NYSE American: SBEV) has executed a non-binding letter of intent for a proposed merger with Medterra CBD, LLC, a leading manufacturer and multi-brand operator of federally compliant cannabinoid wellness products. The transaction represents a strategic re-alignment for Splash as a growth-oriented public platform focused on cannabinoid wellness, regulated consumer health, and scalable brand development.
The proposed combination aims to drive category leadership in the emerging cannabinoid wellness market by leveraging operational scale, access to public markets, and a disciplined growth strategy. Medterra brings an established operating infrastructure, strong brand portfolio with millions of customers served, and a demonstrated record of profitable growth, having generated over $52 million in revenue during fiscal year 2025. More information about Splash Beverage Group is available at https://splashbeveragegroup.com.
Management from both companies emphasized the strategic importance of the timing. "This proposed combination represents more than a transaction - it marks the beginning of a new chapter for Splash as we evolve into a platform company built for the future of cannabinoid wellness," said Brady Cobb, Board Member of Splash Beverage Group. J.P. Larsen, Medterra's Founder and Managing Member, stated, "This transaction represents a pivotal moment for Medterra. Partnering with Splash provides the resources and capital markets access to scale our platform at a time when the cannabinoid industry is entering a new era of legitimacy and growth driven by federal reform."
The transaction aligns with increasing regulatory clarity and growing institutional interest in federally compliant cannabinoid products. Ongoing federal policy developments include an executive order signed on December 16, 2025, that addresses hemp, CBD, and cannabis rescheduling, and includes a cannabinoid pilot initiative for CBD being evaluated through the Centers for Medicare & Medicaid Services (CMS). These initiatives are designed to assess structured pathways for physician-recommended, federally compliant hemp-derived CBD products within regulated healthcare frameworks, including potential reimbursement models for qualifying beneficiaries from the federal government.
Industry participants have suggested that structured reimbursement pathways for cannabinoid wellness products could significantly expand total addressable market opportunity, with some operators referencing a potential U.S. market exceeding $30 billion should federal reform and reimbursement frameworks advance. Management believes that scaled, compliance-focused operators with documented product quality standards and consumer usage data could be well positioned as regulatory frameworks mature. Medterra has developed a portfolio of science-driven cannabinoid formulations, some of which are already registered with the federal government and supported by consumer feedback and quality assurance infrastructure. Additional details about Medterra can be found at https://medterracbd.com.
Subject to completion of the transaction and required approvals, J.P. Larsen from Medterra is expected to join the combined company's Board of Directors and assume a senior operating leadership role. The Company intends to file a Current Report on Form 8-K with the U.S. Securities and Exchange Commission in connection with execution of the LOI, which will include additional details regarding the proposed transaction. The proposed transaction is subject to the execution of definitive agreements and shareholder approvals as required by the NYSE American Exchange.
The proposed merger positions the combined entity at what management describes as a regulatory and market inflection point. While program parameters continue to evolve and no assurances can be made regarding qualification or participation in emerging healthcare channels, management believes the combination creates a platform to evaluate participation in these opportunities while continuing to operate within existing federally compliant guidelines for hemp and CBD. The companies plan to participate in a CBD pilot initiative under evaluation by CMS, which could represent a meaningful long-term growth opportunity.
