Fresh Vine Wine, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>Fresh Vine Wine, Inc. has filed its 2023 annual report detailing its financial performance and corporate status.</b>

AI Summary

Fresh Vine Wine, Inc. (AMZE) filed a Annual Report (10-K) with the SEC on March 8, 2024. Fresh Vine Wine, Inc. filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The company is incorporated in Nevada and its principal executive offices are located in Minnetonka, MN. Common stock of Fresh Vine Wine, Inc. trades under the symbol VINE on NYSE American. The filing indicates the company is a smaller reporting company and an emerging growth company. Fresh Vine Wine, Inc. has submitted all required reports for the preceding 12 months and has been subject to filing requirements for the past 90 days.

Why It Matters

For investors and stakeholders tracking Fresh Vine Wine, Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Fresh Vine Wine's financial health, operational activities, and risk factors for the fiscal year 2023, crucial for investors to assess the company's performance and future prospects. As a smaller reporting company and emerging growth company, Fresh Vine Wine's filing may contain specific disclosures and exemptions relevant to these classifications, impacting how investors interpret the provided financial data.

Risk Assessment

Risk Level: medium — Fresh Vine Wine, Inc. shows moderate risk based on this filing. The company's status as a smaller reporting company and emerging growth company suggests it may have less extensive disclosure requirements compared to larger filers, potentially limiting the depth of information available for a comprehensive risk assessment.

Analyst Insight

Investors should carefully review the full 10-K filing to understand Fresh Vine Wine's financial performance, strategic initiatives, and identified risks for the fiscal year 2023.

Key Numbers

• 2023-12-31 — Fiscal Year End (The period covered by the annual report.)
• 001-41147 — SEC File Number (The company's SEC file number.)
• VINE — Trading Symbol (The stock ticker for Fresh Vine Wine, Inc.)

Key Players & Entities

• Fresh Vine Wine, Inc. (company) — Filer name and subject of the 10-K report.
• VINE (company) — Trading symbol for Fresh Vine Wine, Inc. common stock.
• NYSE American (company) — Exchange where Fresh Vine Wine, Inc. common stock is registered.
• 2023-12-31 (date) — Fiscal year end date for the reported period.
• 2024-03-08 (date) — Filing date of the 10-K report.

FAQ

Industry Context

Fresh Vine Wine operates within the alcoholic beverage industry, specifically focusing on wine production and distribution.

Regulatory Implications

The company is subject to the reporting requirements of the Securities Exchange Act of 1934, including the filing of annual reports (Form 10-K).

What Investors Should Do

1. Review the detailed financial statements and management's discussion and analysis in the 10-K for fiscal year 2023.
2. Analyze the risk factors section to understand potential challenges facing Fresh Vine Wine.
3. Compare the company's performance and disclosures against industry peers and previous filings.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-03-08: Filing Date — Date the 10-K was officially submitted to the SEC.

Year-Over-Year Comparison

This filing is the annual report for the fiscal year ended December 31, 2023, providing updated financial and operational information compared to previous filings.

Key Financial Figures

• $0.001 — ange on which registered Common stock, $0.001 par value VINE NYSE American Indicate
• $0.226 — y non-affiliates and a closing price of $0.226 as reported on the NYSE American on Jun
• $350,875,464 — : the Notes Live valuation is equal to $350,875,464, plus an amount equal to the aggregate
• $18.0 m — the Fresh Vine Valuation is equal to $18.0 million, plus the amount of any Net Cash
• $3.5 million — "Net Cash Target" means an aggregate of $3.5 million; provided that the Net Cash Target will
• $500,000 — ving effect to the previously disclosed $500,000 equity investment in Notes Live made by

Filing Documents

• ea0201029-10k_freshvine.htm (10-K) — 1198KB
• ea0201029ex3-5_freshvine.htm (EX-3.5) — 77KB
• ea0201029ex19-1_freshvine.htm (EX-19.1) — 91KB
• ea0201029ex-231_freshvine.htm (EX-23.1) — 2KB
• ea0201029ex31-1_freshvine.htm (EX-31.1) — 13KB
• ea0201029ex31-2_freshvine.htm (EX-31.2) — 13KB
• ea0201029ex32-1_freshvine.htm (EX-32.1) — 7KB
• ea0201029ex97-1_freshvine.htm (EX-97.1) — 32KB
• ex19-1_001.jpg (GRAPHIC) — 2KB
• ex97-1_001.jpg (GRAPHIC) — 15KB
• 0001213900-24-021045.txt (&nbsp;) — 6134KB
• vine-20231231.xsd (EX-101.SCH) — 57KB
• vine-20231231_cal.xml (EX-101.CAL) — 42KB
• vine-20231231_def.xml (EX-101.DEF) — 286KB
• vine-20231231_lab.xml (EX-101.LAB) — 495KB
• vine-20231231_pre.xml (EX-101.PRE) — 280KB
• ea0201029-10k_freshvine_htm.xml (XML) — 522KB

Business

Business 1 ITEM 1A.

Risk factors

Risk factors 13 ITEM 1B. Unresolved staff comments 36 ITEM 1C. Cybersecurity 36 ITEM 2.

Properties

Properties 36 ITEM 3.

Legal proceedings

Legal proceedings 37 ITEM 4. Mine safety disclosures 37 PART II 38 ITEM 5. Market for registrant's common equity, related stockholder matters and issuer purchases of equity securities 38 ITEM 6. [RESERVED] 39 ITEM 7.

Management's discussion and analysis of financial condition and results of operations

Management's discussion and analysis of financial condition and results of operations 39 ITEM 7A.

Quantitative and qualitative disclosures about market risk

Quantitative and qualitative disclosures about market risk 48 ITEM 8.

Financial statements and supplementary data

Financial statements and supplementary data 48 ITEM 9. Changes in and disagreements with accountants on accounting and financial disclosure 48 ITEM 9A.

Controls and procedures

Controls and procedures 48 ITEM 9B. Other information 50 ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 50 PART III 51 ITEM 10. Directors, executive officers and corporate governance 51 ITEM 11.

Executive compensation

Executive compensation 54 ITEM 12.

Security ownership of certain beneficial owners and management and related stockholder matters

Security ownership of certain beneficial owners and management and related stockholder matters 60 ITEM 13. Certain relationships and related transactions, and director independence 62 ITEM 14. Principal accounting fees and services 66 PART IV 67 ITEM 15. Exhibits, financial statement schedules 67 ITEM 16. Form 10-K Summary 67

SIGNATURES

SIGNATURES 68 i Cautionary Statement Concerning Forward-Looking We make forward-looking statements in this Annual Report on Form 10-K. In some cases, you can identify these statements by forward-looking words such as "may," "might," "should," "would," "could," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "potential" or "continue," and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties, and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance, or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the numerous risks and uncertainties described in this report under the caption "Risk Factors." While we believe we have identified material risks, these risks and uncertainties are not exhaustive. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-look

Forward-looking statements

Forward-looking statements include, but are not limited to, statements about: our ability to complete, on a timely basis or at all, the proposed Merger (as defined below) with Notes Live, Inc. announced on January 29, 2024, pursuant to the terms and conditions of the Merger Agreement (as defined below); the likelihood of the satisfaction of certain conditions to the completion of the Merger and whether and when the Merger will be completed; the expected number of Fresh Vine securities included in the fully diluted number of outstanding shares of Fresh Vine common stock for purposes of calculating the exchange ratio for the Merger transaction; the continued listing of our common stock on the NYSE American pending closing of the proposed Merger, or the combined company's ability to satisfy the initial listing standards of the NYSE American; our ability to engage in a sale, license, transfer, disposition, divestiture or other monetization transaction, or winding down of Fresh Vine's current wine production business in a manner reasonably acceptable to Notes Live, Inc. , which is a condition to the closing of the Merger transaction, and the terms, conditions and timing of a such a transaction; the relative values ascribed to Fresh Vine, Inc. and Notes Live, Inc. for purposes of the Merger transaction, and the risk that as a result of adjustments to the exchange ratio in the merger transaction, Fresh Vine stockholders or Notes Live shareholders could own less of the combined company than is currently anticipated; ii the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Merger Agreement; the sufficiency of Fresh Vine's cash and working capital to support continuing operations, to pay transaction costs through a closing of the proposed Merger transaction and to satisfy the net cash requirements that are a condition to the closing of the Merger transaction; the effect of the announcement, pend

BUSINESS

ITEM 1. BUSINESS. Overview Fresh Vine Wine, Inc. (referred to in this report as "we," "us," "our" "Fresh Vine Wine," "Fresh Vine" and the "Company") is a premier producer of low carb, low calorie, premium wines in the United States. Founded in 2019, Fresh Vine Wine brings an innovative "better-for-you" solution to the wine market. Offering bold, crisp, and creamy wines that embody health, warmth, and a deeper connection to wellness and an active lifestyle, we offer a unique and innovative collection of today's most popular varietals. We currently sell seven proprietary varietals: Cabernet Sauvignon, Pinot Noir, Chardonnay, Sauvignon Blanc, Ros, Sparkling Ros, and a limited Reserve Napa Cabernet Sauvignon. All varietals have been produced and bottled in Napa, California. Recent Developments – Anticipated Merger with Notes Live, Inc. On January 25, 2024, we , FVW Merger Sub, Inc., a Colorado corporation and our wholly-owned subsidiary ("Merger Sub"), and Notes, Live, Inc., a Colorado corporation ("Notes Live"), entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which, among other things, and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Merger Sub will merge with and into Notes Live, with Notes Live continuing as a wholly-owned subsidiary of the Company and the surviving corporation of the merger (the "Merger"). Notes Live is a Colorado-based live entertainment and hospitality company that currently operates entertainment campuses in both the Colorado Springs, Colorado, and Atlanta, Georgia metropolitan areas. Notes Live is also in the process of developing its crown-jewel, the Sunset Amphitheater collection, a set of luxury outdoor amphitheaters designed to set a new standard in entertainment. The flagship Sunset amphitheater location in Colorado Springs is in development and scheduled to open in August of 2024. Additional amphitheaters have also been announced by Notes Live in Ok

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View this 10-K filing on SEC EDGAR