Amaze Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On May 14 and May 20, 2025, Amaze Holdings, Inc. (f/k/a Fresh Vine Wine, Inc.) (the “Company”) issued and sold $1,080,000 aggregate principal amount of subordinated secured promissory notes (the “Notes”) to accredited investors in a private placement. One of the investors is an affiliate of David Yacullo, a director of the Company. The Notes were issued with original issuance discount of $180,000, resulting in gross proceeds of $900,000 to the Company. The Company intends to use the proceeds for working capital and general corporate purposes.
The Notes have a 6 month term and bear simple interest at rate of 10%. The Notes are secured by the assets of the Company and are subordinated in right of payment to the secured indebtedness of the Company. The Notes contain customary events of default.
The foregoing description of the Note is qualified in its entirety by reference to the full text of such document, which is attached as Exhibit 10.1, and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 is incorporated herein by reference. The Notes were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving any public offering.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Subordinated Secured Promissory Note | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
| Dated: May 20, 2025 | ||
| AMAZE HOLDINGS, INC. | ||
| By: | /s/ Michael Pruitt | |
| Name: | Michael Pruitt | |
| Title: | Chief Executive Officer | |