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

TL;DR

Fresh Vine Wine inked a deal, sold stock, and has new financial obligations.

AI Summary

Fresh Vine Wine, Inc. announced on October 7, 2024, that it entered into a material definitive agreement. The company also disclosed the creation of a direct financial obligation and unregistered sales of equity securities. This filing also includes Regulation FD Disclosure and other events, along with financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Fresh Vine Wine, Inc., including a new material agreement and the issuance of equity, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement, creation of financial obligations, and unregistered equity sales, all of which carry inherent risks for the company and its investors.

Key Players & Entities

• Fresh Vine Wine, Inc. (company) — Registrant
• October 7, 2024 (date) — Date of earliest event reported
• 001-41147 (company) — SEC File Number
• 87-3905007 (company) — I.R.S. Employer Identification No.

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share VINE NYSE American Indi
• $600,000 — up to an aggregate principal amount of $600,000 of secured convertible promissory notes
• $500,000 — of 20%, resulting in gross proceeds of $500,000 to the Company. The Notes bear no inter
• $0.40 — on Stock at a conversion price equal to $0.40. A holder of the Note (together with it
• $100.00 — eferred Stock"), at a purchase price of $100.00 per share in a private placement. As of
• $698,000 — tock for an aggregate purchase price of $698,000. The Company intends to use the proceed
• $3.5 million — nd to Adifex the principal sum of up to $3.5 million. The Adifex Note bears interest at 6.00
• $140 million — hip interests of Adifex in exchange for $140 million of common stock valued at $.80 per shar

Filing Documents

• vine1014form8k.htm (8-K) — 41KB
• vine1014form8kexh10_1.htm (EX-10.1) — 258KB
• vine1014form8kexh10_2.htm (EX-10.2) — 159KB
• vine1014form8kexh10_3.htm (EX-10.3) — 112KB
• vine1014form8kexh10_4.htm (EX-10.4) — 167KB
• vine1014form8kexh10_5.htm (EX-10.5) — 35KB
• vine1014form8kexh10_6.htm (EX-10.6) — 224KB
• vine1014form8kexh10_7.htm (EX-10.7) — 18KB
• vine1014form8kexh10_8.htm (EX-10.8) — 40KB
• vine1014form8kexh99_1.htm (EX-99.1) — 12KB
• 0001554795-24-000256.txt ( ) — 1559KB
• vine-20241007.xsd (EX-101.SCH) — 3KB
• vine-20241007_lab.xml (EX-101.LAB) — 34KB
• vine-20241007_pre.xml (EX-101.PRE) — 22KB
• vine1014form8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreements - Notes and Warrants On October 8, 2024, Fresh Vine Wine, Inc. (the "Company") entered into Securities Purchase Agreements (the "Securities Purchase Agreements") with two accredited investors, pursuant to which the Company agreed to sell up to an aggregate principal amount of $600,000 of secured convertible promissory notes ("Notes") that will be convertible into shares of the Company's common stock, par value $0.001 per share (the "Common Stock") and warrants ("Warrants") to purchase up to 740,000 shares of Common Stock. The Company intends to use the proceeds for general corporate purposes. The Securities Purchase Agreements contain customary representations, warranties and covenants by the Company. The Company agreed not to effect or enter into any agreement to effect any issuance of Common Stock or Common Stock Equivalents involving a Variable Rate Transaction (as defined in the Securities Purchase Agreement), for so long as any Note or Warrant is outstanding. The Company granted the investors the right to participate in certain future issuances of Common Stock or other securities of the Company on a pro rata basis, for so long as any Notes or Warrants are outstanding. Under the Securities Purchase Agreements, the aggregate of (i) the total number of shares of Common Stock issuable upon conversion of the Notes and (ii) the total number of shares of Common Stock issuable upon exercise of Warrants may not exceed 19.9% of the Company's outstanding Common Stock as of the date of the Securities Purchase Agreement unless and until the Company obtains the approval of its stockholders as required by the applicable rules and regulations of the NYSE American. As part of the Securities Purchase Agreements, the Company also granted piggy-back registration rights to the investors. The Notes were issued with original issuance discount of 20%, resulting in gross proceeds of $500,000 to t

03 Creation of a Direct Financial

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 under " Securities Purchase Agreements - Notes and Warrants " in Item 1.01 is incorporated herein by reference.

02 Unregistered Sales of Equity

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 is incorporated herein by reference. The Series B Preferred Stock, Notes, Warrants and the shares of Common Stock issuable upon conversion or exercise of the Notes, Warrants and Series B Preferred Stock, as applicable, 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.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On October 14, 2024, the Company signed a non-binding letter of intent (the "LOI") with Adifex and Adifex's to be acquired subsidiary, Amaze Software, Inc., for a potential business combination (the "Merger"). Under the terms of the LOI, Fresh Vine would acquire 100% of the issued and outstanding membership interests of Adifex in exchange for $140 million of common stock valued at $.80 per share, via a share exchange transaction, merger transaction or other business combination structure, resulting in the current equity holders of the Company owning approximately 14% of the combined companies on a fully diluted basis. The Company expects to announce additional details regarding the proposed Merger upon the execution of a definitive merger agreement. Completion of the Merger is subject to, among other matters, the negotiation of a definitive agreement providing for the transaction, various conditions and contingencies, including board and shareholder approval, regulatory approval, and other customary closing conditions. There can be no assurance that a definitive agreement will be entered into or that the proposed Merger will be consummated. The information about the LOI is being furnished pursuant to Item 7.01 and shall not be deemed "filed" with the SEC for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise be subject to the liability of that Section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

01 Other Events

Item 8.01 Other Events On October 15, 2024 the Company issued a press release announcing the LOI. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Form of Securities Purchase Agreement for Notes and Warrants, dated October 8, 2024 10.2 Form of Secured Convertible Promissory Note 10.3 Form of Warrant 10.4 Form of Security Agreement 10.5 Form of Guaranty 10.6 Form of Securities Purchase Agreement for Series B Preferred Stock 10.7 Promissory Note in favor Fresh Vine Wine, Inc., effective October 7, 2024 10.8 Security Agreement effective as of October 7, 2024 between Adifex Holdings LLC and Fresh Vine Wine, Inc. 99.1 Press Release dated October 15, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: October 15, 2024 By: /s/ Michael Pruitt Michael Pruitt Chairman and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR