Fresh Vine Wine Files 8-K: Material Agreement & Equity Sales

TL;DR

Fresh Vine Wine inked a material deal and sold some stock.

AI Summary

On March 27, 2024, Fresh Vine Wine, Inc. entered into a Material Definitive Agreement, specifically a Securities Purchase Agreement. The company also reported on Unregistered Sales of Equity Securities and filed Financial Statements and Exhibits. The filing details the company's principal executive offices located at P.O. Box 78984, Charlotte, NC 28271.

Why It Matters

This 8-K filing indicates significant corporate activity, including a material definitive agreement and unregistered sales of equity, which could impact the company's financial structure and shareholder equity.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities, which can sometimes indicate dilution or financial distress, warranting a medium risk assessment.

Key Players & Entities

• Fresh Vine Wine, Inc. (company) — Registrant
• March 27, 2024 (date) — Date of earliest event reported
• Securities Purchase Agreement (agreement) — Material Definitive Agreement
• P.O. Box 78984 Charlotte , NC 28271 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share VINE NYSE American Indi
• $100.00 — s B Stock for a purchase price equal to $100.00 per share in a private placement transa
• $94,000 — eceived aggregate subscription funds of $94,000. The total number of shares of Series B
• $0.50 — mon stock at an exercise price equal to $0.50 per share. The foregoing descriptions

Filing Documents

• ea0203172-8k_freshvine.htm (8-K) — 34KB
• ea020317201ex4-1_freshvine.htm (EX-4.1) — 42KB
• ea020317201ex10-1_freshvine.htm (EX-10.1) — 317KB
• 0001213900-24-029409.txt ( ) — 657KB
• vine-20240327.xsd (EX-101.SCH) — 3KB
• vine-20240327_lab.xml (EX-101.LAB) — 33KB
• vine-20240327_pre.xml (EX-101.PRE) — 22KB
• ea0203172-8k_freshvine_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On March 14, 2024, Fresh Vine Wine, Inc. (the "Company") designated 50,000 shares of its preferred stock as Series B Convertible Preferred Stock (the "Series B Stock") . The rights and preferences of the Series B Stock, including the terms pursuant to which they are convertible into common stock of the Company, are summarized in Item 5.03 of the Current Report on Form 8-K filed by the Company on March 20, 2024. S uch description is qualified in its entirety by reference to the Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, which was filed as Exhibit 3.1 to such report. The Company's board of directors has approved the issuance and sale of up to 20,000 shares of Series B Stock for a purchase price equal to $100.00 per share in a private placement transaction (the "Offering"). The Company received subscription funds for its initial sale of Series B Stock on March 27, 2024. As of April 2, 2024, the Company has received securities purchase agreements from accredited investors for the purchase of a total of 3,390 shares of Series B Stock and has received aggregate subscription funds of $94,000. The total number of shares of Series B Convertible Preferred Stock that Fresh Vine will issue and sell has not been finally determined. The purchase and sale of Series B Stock are being governed by securities purchase agreements (the "Securities Purchase Agreements") being entered into with certain accredited investors ("Purchasers").In connection with entering into the Securities Purchase Agreements, Purchasers are executing voting and support agreements ("Support Agreements") with the Company and Notes Live, Inc. ("Notes Live") to, among other things, vote all of their shares of the Company's capital stock in favor of proposals to be brought before a special stockholders' meeting of the Company at which the Company's stockholders will vote upon the pending merge

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure in Item 1.01 is incorporated herein by reference thereto. The issuance and sale of the shares of Series B Stock, and the offer and issuance of common stock of the Company issuable upon conversion or exchange thereof, have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and therefore may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. For these offers and issuances, the Company has relied on the exemption from federal registration under Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder, based on the Company's belief that the offer and sale of such securities has not and will not involve a public offering .

01 Financial

Item 9.01 Financial (d) Exhibits. Exhibit No. Description 4.1 Form of Placement Agent Warrant 10.1 Form of Securities Purchase Agreement with Purchasers of Series B Convertible Preferred Stock (including Form of Fresh Vine Voting and Support Agreement attached as Exhibit A thereto) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 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: April 2, 2024 By: /s/ Michael Pruitt Michael Pruitt Interim Chief Executive Officer 2 EXHIBIT INDEX Exhibit No. Description 4.1 Form of Placement Agent Warrant 10.1 Form of Securities Purchase Agreement with Purchasers of Series B Convertible Preferred Stock (including Form of Fresh Vine Voting and Support Agreement attached as Exhibit A thereto) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

View Full Filing

View this 8-K filing on SEC EDGAR