Heritage Distilling Holding Company Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Beverages (Production/Distribution)
Consumer Staples
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 26, 2025
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 26, 2025, as described below, upon the recommendation of the Board of the Company, the Company’s stockholders approved an amendment (the “Second Amendment”) to the Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of capital stock by 500,000,000 shares for a total of 995,000,000 shares of which 985,000,000 will be shares of common stock and 10,000,000 will be shares of preferred stock, as further described in “Proposal Three - Approval of an Amendment to the Certificate of Incorporation to Increase the Company’s Authorized Shares” on pages 16 to 18 of the Special Meeting Proxy Statement and previously approved by the Board of the Company on August 18, 2025, subject to stockholder approval. At a special meeting of the stockholders held on September 18, 2025, the proposal received the affirmative vote of 8,935,874 shares, representing approximately 88% of the votes cast and approximately 58% of the Company’s outstanding common stock as of the record date.
As a result, the Company filed the Second Amendment with the Secretary of State of the State of Delaware on September 26, 2025, which became effective upon filing.
The foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 3.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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SIGNATURES
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.
| Date: September 29, 2025 | HERITAGE DISTILLING HOLDING COMPANY INC. | |||||||
| By: | /s/ Justin Stiefel | |||||||
| Justin Stiefel | ||||||||
| Chief Executive Officer | ||||||||
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