Amendment: Fresh Vine Wine 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
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Fresh Vine Wine, Inc. is filing this Amendment No. 1 (the “Amendment”) to the Current Report on Form 8-K filed with the SEC on February 12, 2025 (the “Original Form 8-K”) solely to correct scrivener’s errors contained in the Original 8-K. The Original 8-K and the securities purchase agreement, form of secured original issue discount promissory note and pledge agreement filed as exhibits thereto incorrectly listed the entry dates of such agreements, the issuance date and maturity date of such promissory note, as well as the date of earliest event reported. Executed signature pages were not released until funding by the purchasers commenced on February 6, 2025. This Amendment corrects the (i) date of the securities purchase agreement and pledge agreement from February 5 to February 6, 2025, (ii) the issuance date of the promissory note from February 5 to February 6, 2025, (iii) the maturity date of the promissory note from November 5 to November 6, 2025, and (iv) date of earliest event reported from February 5 to February 6, 2025. No other changes were made to the Original 8-K.
As previously disclosed in a Current Report on Form 8-K filed on November 7, 2024, Fresh Vine Wine, Inc., a Nevada corporation (“VINE” or the “Company”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with (i) Amaze Holdings Inc., a Delaware corporation and wholly owned subsidiary of Vine (“Pubco”), (ii) VINE Merger Sub Inc., a Delaware corporation and wholly subsidiary of Pubco (“VINE Merger Sub”), (iii) Adifex Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of Pubco (“Adifex Merger Sub”), and (iv) Adifex Holdings LLC, a Delaware limited liability company (“Adifex”). Pursuant to the Business Combination Agreement, following the closing of a series of transactions described therein (the “Business Combination”), Pubco will be the surviving public company, VINE will become a wholly owned subsidiary of Pubco, and Adifex will become a wholly owned subsidiary of Pubco.
Item 1.01 Entry into a Material Definitive Agreement.
On February 6, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with three accredited investors, pursuant to which the Company agreed to sell up to an aggregate principal amount of $3,300,000 of secured original issue discount notes (“Notes”) and shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). At the initial closing, the Company issued and sold $1,650,000 aggregate principal amount of Notes and a total of 270,833 shares of the Company’s Common Stock. The investors may purchase the remaining $1,650,000 aggregate principal amount of Notes and approximately $87,500 of Common Stock anytime on or prior to the completion of the Business Combination. The Company intends to use the proceeds for general corporate purposes and to cover costs and expenses related to the transactions contemplated by the Business Combination Agreement.
The Securities Purchase Agreement contains customary representations, warranties and covenants by the Company. The Company agreed not to effect or enter into any agreement to effect any issuance of equity securities or Convertible Securities involving a Variable Rate Transaction (as defined in the Securities Purchase Agreement), for so long as any Notes are outstanding. The Company granted the investors the right to participate on a pro rata basis in certain future issuances of Common Stock or other securities of the Company at any time on or prior to the second anniversary of the closing date. In addition, if, any time until the Notes are no longer outstanding, the Company proposes to offer and sell securities in a Subsequent Financing (as defined in the Securities Purchase Agreement), each investor may elect, in its sole discretion, to exchange all or a portion of such investor’s Note for securities of the same type issued in such Subsequent Financing, on the same terms and conditions as the Subsequent Financing, based on 110% the principal amount of the Note then outstanding. As part of the Securities Purchase Agreement, the Company also granted piggy-back registration rights to the investors.
The Notes were issued with original issuance discount of $150,000, resulting in gross proceeds of $1,500,000 to the Company at the initial closing. The Notes bear no interest unless an event of default occurs, and mature on November 6, 2025. The Notes contain affirmative and negative covenants that, subject to certain exceptions, limit the Company’s ability to take certain actions, including the Company’s ability to incur debt, make certain payments, dispose of assets, and engage in transactions with affiliates, without the prior written consent of the Note holder: The Notes also contain customary events of default.
The Notes are secured by certain accounts and notes receivable of the Company pursuant to a pledge agreement that was entered into in connection with the issuance of the Notes (the “Pledge Agreement”).
The foregoing descriptions of the Securities Purchase Agreement, the Note and the Pledge Agreement are qualified in their entirety by reference to the full text of such documents, copies of which are attached as Exhibits 10.1, 10.2 and 10.3, respectively, and are 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 and the shares of Common Stock 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.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements relate to future events or VINE’s or Pubco’s future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about VINE, our industry, our beliefs and our assumptions. Such forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future and the proposed Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements are subject to a number of risks and uncertainties (some of which are beyond our control) that may cause actual results or performance to be materially different from those expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking statements. The following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of VINE securities; (ii) the failure to satisfy the conditions to the consummation of the Business Combination, including the adoption of the Business Combination Agreement by the stockholders of VINE (iii) the receipt of certain governmental and regulatory approvals; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination or abandonment of the Business Combination Agreement; (v) the potential effect of the announcement or pendency of the Business Combination on Amaze’s or VINE’s business relationships, performance and business generally, including potential difficulties in employee retention; (vi) risks that the Business Combination disrupts current plans and operations of VINE or Amaze; (vii) the outcome of any legal proceedings that may be instituted against VINE related to the Business Combination Agreement or the Business Combination; (viii) the risk that VINE will be unable to maintain the listing of VINE’s securities on NYSE American; (ix) the risk that the price of VINE’s securities, or the price of Pubco Common Stock following the closing, may be volatile due to a variety of factors, including changes in the competitive industries in which VINE or Amaze operates, variations in performance across competitors, changes in laws and regulations affecting VINE’s or Amaze’s business and changes in the capital structure; (x) the inability to implement business plans, forecasts, and other expectations after the completion of the Business Combination and identify and realize additional opportunities; (xi) the risk of changes in applicable law, rules, regulations, regulatory guidance, or social conditions in the countries in which Amaze’s customers and suppliers operate in that could adversely impact Amaze’s operations; (xii) the risk that VINE and/or Amaze may not achieve or sustain profitability; (xiii) the risk that VINE and/or Amaze will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; and (xiv) the risk that VINE and/or Amaze experiences difficulties in managing its growth and expanding operations.
While forward-looking statements reflect VINE’s good faith beliefs, they are not guarantees of future performance or events. Any forward-looking statement speaks only as of the date on which it was made. VINE disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, or new information, data or methods, future events or other changes. For a further discussion of these and other factors that could cause VINE’s future results or performance to differ materially from any forward-looking statements, see the section entitled “Risk Factors” in VINE’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024, as updated by VINE’s subsequent periodic reports and other filings filed with the SEC.
Participants in the Solicitation
VINE and Adifex and their respective directors, executive officers and other members of management may be deemed to be participants in the solicitation of proxies in respect of the proposed Business Combination. Information about VINE’s directors and executive officers is available in VINE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and its definitive proxy statement dated November 6, 2023 for its 2023 Annual Meeting of Stockholders. Other information regarding the participants in the proxy solicitation and a description of their interests in the transaction, by security holdings or otherwise, is included in the Registration Statement on Form S-4 (the “Registration Statement”) filed by Pubco, which includes a preliminary proxy statement/prospectus, and in other relevant materials to be filed with the SEC regarding the proposed Business Combination. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from VINE or the SEC’s website as indicated above.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, VINE and Pubco have filed materials with the SEC, including the Registration Statement filed by Pubco on February 5, 2025, which includes a document that will serve as a proxy statement of VINE and an information statement of Adifex and its to be acquired subsidiary, Amaze, and other documents regarding the proposed Business Combination. After the Registration Statement is declared effective, VINE will mail a definitive proxy statement relating to the Business Combination and other relevant documents to the holders of VINE Common Stock. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE MATERIALS, INCLUDING THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION AND THE PARTIES TO THE PROPOSED BUSINESS COMBINATION. Investors and security holders will be able to obtain the Registration Statement, the proxy statement/prospectus and other materials filed by VINE with the SEC free of charge from the SEC’s website at www.sec.gov or from VINE at the SEC Filings section of www.ir.freshvinewine.com.
Non-Solicitation
This report does not constitute, and should not be construed to be, a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination described herein and shall not constitute an offer to sell or a solicitation of an offer to buy any securities nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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.
| FRESH VINE WINE, INC. | ||
| Date: February 13, 2025 | By: | /s/ Michael Pruitt |
| Name: | Michael Pruitt | |
| Title: | Chief Executive Officer | |