Fresh Vine Wine (VINE) Reports Material Agreement, Bylaw Changes

TL;DR

**VINE just made big corporate changes, watch for impact on stock.**

AI Summary

Fresh Vine Wine, Inc. (VINE) filed an 8-K on January 29, 2024, reporting a material definitive agreement and amendments to its bylaws, effective January 25, 2024. This filing indicates significant corporate actions, including potential changes to its capital structure or governance, which could impact the company's operational flexibility and future strategic direction. Investors should note these changes as they may affect the value and risk profile of their VINE stock.

Why It Matters

This filing signals important corporate governance and operational shifts for Fresh Vine Wine, Inc., which could influence its financial health and stock performance. Investors need to understand these changes to assess the company's future prospects and potential risks.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and bylaw amendments, which can introduce both opportunities and risks depending on their specific terms, which are not fully detailed in this summary 8-K.

Analyst Insight

A smart investor would monitor subsequent filings or company announcements for specific details regarding the 'Material Definitive Agreement' and 'Amendments to Articles of Incorporation or Bylaws' to understand their financial and operational implications for Fresh Vine Wine, Inc. (VINE).

Key Numbers

• $0.001 — par value per share (This is the stated par value for Fresh Vine Wine's common stock.)

Key Players & Entities

• Fresh Vine Wine, Inc. (company) — registrant
• VINE (company) — trading symbol
• January 25, 2024 (date) — date of earliest event reported
• January 29, 2024 (date) — filing date
• Nevada (company) — state of incorporation
• 001-41147 (company) — Commission File Number
• 87-3905007 (company) — I.R.S. Employer Identification No.
• $0.001 (dollar_amount) — par value per share of common stock

Forward-Looking Statements

• Fresh Vine Wine, Inc. will provide more details on the material definitive agreement and bylaw amendments in future filings or press releases. (Fresh Vine Wine, Inc.) — high confidence, target: 2024-03-31

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share VINE NYSE American Indi
• $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
• $1.0 million — to pay Notes Live a termination fee of $1.0 million and/or reimburse Notes Live's expenses
• $1.0 m — to pay Fresh Vine a termination fee of $1.0 million, reimburse Fresh Vine's expenses

Filing Documents

• ea192360-8k425_freshvine.htm (8-K) — 69KB
• ea192360ex2-1_freshvine.htm (EX-2.1) — 542KB
• ea192360ex3-1_freshvine.htm (EX-3.1) — 7KB
• ea192360ex10-1_freshvine.htm (EX-10.1) — 81KB
• ea192360ex10-2_freshvine.htm (EX-10.2) — 92KB
• ea192360ex10-3_freshvine.htm (EX-10.3) — 52KB
• ea192360ex99-1_freshvine.htm (EX-99.1) — 21KB
• 0001213900-24-007433.txt ( ) — 1226KB
• vine-20240125.xsd (EX-101.SCH) — 3KB
• vine-20240125_lab.xml (EX-101.LAB) — 33KB
• vine-20240125_pre.xml (EX-101.PRE) — 22KB
• ea192360-8k425_freshvine_htm.xml (XML) — 4KB

01 – Entry

Item 1.01 – Entry into a Material Definitive Agreement. Agreement and Plan of Merger with Notes Live, Inc. On January 25, 2024, Fresh Vine Wine, Inc., a Nevada corporation ("Fresh Vine") , FVW Merger Sub, Inc., a Colorado corporation and a wholly-owned subsidiary of Fresh Vine ("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"). and conditions of the Merger Agreement, at the closing of the Merger, (i) each then outstanding share of Notes Live common stock (collectively, "Notes Live common stock") (which comprises all of Notes Live's outstanding capital stock) will be converted into the right to receive a number of shares of Fresh Vine common stock calculated in accordance with the Merger Agreement (the "Exchange Ratio"), (ii) each then outstanding warrant to purchase Notes Live common stock will be exchanged (or otherwise amended) for a warrant exercisable (at an exercise price adjusted to reflect to the Exchange Ratio) to acquire that number of shares of Fresh Vine common stock equal to the number of warrant shares multiplied by the Exchange Ratio, and (iii) any then outstanding Notes Live promissory note that is convertible into Notes Live common stock will be exchanged, or otherwise amended, such that it will be convertible from and after the Merger into shares of Fresh Vine common stock at a per share conversion price adjusted to reflect the Exchange Ratio. Each share of Fresh Vine common stock and each option and warrant to purchase Fresh Vine common stock that is outstanding at the effective time of the Merger will remain outsta

03. Amendments to Articles of Incorporation

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Years. Effective upon entry into the Merger Agreement on January 25, 2024, Fresh Vine's board of directors adopted an amendment to Fresh Vine's bylaws. The amendment inserts a new Article XI that states that the "Acquisition of Controlling Interest" statutes set forth in Sections 78.378 through 78.3793, inclusive, of the Nevada Revised Statutes shall not apply to any "acquisition" of a "controlling interest" (as each term is defined therein) in Fresh Vine resulting from the Merger Agreement, including without limitation the acquisition of shares of Fresh Vine capital stock issued in the Merger or the acquisition of shares of Fresh Vine capital stock pursuant to the documents, instruments and arrangements contemplated by the Merger Agreement or upon the consummation of any transactions contemplated thereby, including without limitation any deemed acquisition of Fresh Vine capital stock by parties to the Support Agreements by reason of entering into such Support Agreements, and the acquisition of Fresh Vine common stock upon conversion or exchange of Fresh Vine's Series A Convertible Preferred Stock (which conversion or exchange is a condition to the closing of the transactions contemplated by the Merger Agreement). The foregoing description of the amendment to Fresh Vine's bylaws is qualified in its entirety by reference to Amendment No. 1 to Bylaws, which is filed as Exhibit 3.1 to this Current Report, and is incorporated herein by reference. 3

01 –

Item 7.01 – Regulation FD Disclosure. On January 29, 2024, Fresh Vine issued a press release announcing the execution of the Merger Agreement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on any websites referenced in the press release is not incorporated herein by reference. The information furnished in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Cautionary Note on

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements concerning the proposed Merger and other matters, including without limitation: statements relating to the satisfaction of the conditions to and consummation of the proposed Merger, the expected timing of the consummation of the proposed Merger and the expected ownership percentages of the combined company, Fresh Vine's and Notes Live's respective businesses, the strategy of the combined company, future operations, the ability of Fresh Vine to remain listed on the NYSE American, Fresh Vine's ability to have cash, cash equivalent assets or other liquid assets at the closing of the Merger equal to or in excess of the Target Net Cash amount, and the form and substance of any Fresh Vine Legacy Transaction, including the terms and conditions and timing thereof. Actual results may differ materially from those indicated by such forward-looking statements as a result of various factors, including without limitation: (i) the risk that the conditions to the closing of the proposed Merger are not satisfied in a timely manner or at all, including the failure to obtain stockholder approval of matters related to the proposed Merger; (ii) uncertainties as to the timing of the consummation of the proposed Merger and the ability of each of Fresh Vine and Notes Live to consummate the proposed Merger; (iii) risks related to Fresh Vine's ability to satisfy the Target Net Cash closing condition; (iv) risks related to Fresh Vine's continued listing on the NYSE American pending closing of the proposed Merger; (v) the risk that the combined company will not satisfy the initial listing standards of the NYSE American or otherwise be approved for listing on the NYSE American; (vi) the risk that as a result of adjustments to the Exchange Ratio, Fresh Vine stockholders or Notes Live shareholders could own less of the combined company than is currently anticipated; (vii) uncertainties regarding the i

01 Financial

Item 9.01 Financial (d) Exhibits. Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of January 25, 2024, by and among Fresh Vine Wine, Inc., FVW Merger Sub, Inc., and Notes, Live, Inc. 3.1 Amendment No. 1 to Fresh Vine Wine, Inc. Bylaws 10.1 Form of Notes Live Voting and Support Agreement 10.2 Form of Fresh Vine Voting and Support Agreement 10.3 Form of Lock-Up Agreement 99.1 Press Release issued on January 29, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act, for any exhibits or schedules so furnished. 6 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: January 29, 2024 By: /s/ Michael Pruitt Michael Pruitt Interim Chief Executive Officer 7 EXHIBIT INDEX Exhibit No. Description 2.1* Agreement and Plan of Merger, dated as of January 25, 2024, by and among Fresh Vine Wine, Inc., FVW Merger Sub, Inc., and Notes, Live, Inc. 3.1 Amendment No. 1 to Fresh Vine Wine, Inc. Bylaws 10.1 Form of Notes Live Voting and Support Agreement 10.2 Form of Fresh Vine Voting and Support Agreement 10.3 Form of Lock-Up Agreement 99.1 Press Release issued on January 29, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any o

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View this 8-K filing on SEC EDGAR