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

TL;DR

Fresh Vine Wine (VVNT) filed an 8-K detailing a new material agreement and equity sales on Feb 5th.

AI Summary

Fresh Vine Wine, Inc. entered into a material definitive agreement on February 5, 2025, related to a direct financial obligation. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing was made on February 12, 2025.

Why It Matters

This 8-K filing indicates significant financial activity for 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 involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Fresh Vine Wine, Inc. (company) — Registrant
• February 5, 2025 (date) — Date of earliest event reported
• February 12, 2025 (date) — Date of filing
• Nevada (jurisdiction) — State of incorporation
• 001-41147 (commission_file_number) — SEC file number
• 87-3905007 (irs_number) — IRS Employer Identification No.
• P.O. Box 78984 Charlotte , NC 28271 (address) — Principal Executive Offices
• (855) 766-9463 (phone_number) — Business phone

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share VINE NYSE American Indi
• $3,300,000 — up to an aggregate principal amount of $3,300,000 of secured original issue discount note
• $1,650,000 — al closing, the Company issued and sold $1,650,000 aggregate principal amount of Notes and
• $87,500 — cipal amount of Notes and approximately $87,500 of Common Stock anytime on or prior to
• $150,000 — sued with original issuance discount of $150,000, resulting in gross proceeds of $1,500,
• $1,500,000 — 150,000, resulting in gross proceeds of $1,500,000 to the Company at the initial closing.

Filing Documents

• vine0211form8k.htm (8-K) — 46KB
• vine0211form8kexh10_1.htm (EX-10.1) — 265KB
• vine0211form8kexh10_2.htm (EX-10.2) — 49KB
• vine0211form8kexh10_3.htm (EX-10.3) — 15KB
• 0001554795-25-000034.txt ( ) — 645KB
• vine-20250205.xsd (EX-101.SCH) — 3KB
• vine-20250205_lab.xml (EX-101.LAB) — 34KB
• vine-20250205_pre.xml (EX-101.PRE) — 22KB
• vine0211form8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On February 5, 2025, the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") with three accredited investors, pursuant to which the Company agreed to sell up to an aggregate principal amount of $3,300,000 of secured original issue discount notes ("Notes") and shares of the Company's common stock, par value $0.001 per share (the "Common Stock"). At the initial closing, the Company issued and sold $1,650,000 aggregate principal amount of Notes and a total of 270,833 shares of the Company's Common Stock. The investors may purchase the remaining $1,650,000 aggregate principal amount of Notes and approximately $87,500 of Common Stock anytime on or prior to the completion of the Business Combination. The Company intends to use the proceeds for general corporate purposes and to cover costs and expenses related to the transactions contemplated by the Business Combination Agreement. The Securities Purchase Agreement contains customary representations, warranties and covenants by the Company. The Company agreed not to effect or enter into any agreement to effect any issuance of equity securities or Convertible Securities involving a Variable Rate Transaction (as defined in the Securities Purchase Agreement), for so long as any Notes are outstanding. The Company granted the investors the right to participate on a pro rata basis in certain future issuances of Common Stock or other securities of the Company at any time on or prior to the second anniversary of the closing date. In addition, if, any time until the Notes are no longer outstanding, the Company proposes to offer and sell securities in a Subsequent Financing (as defined in the Securities Purchase Agreement), each investor may elect, in its sole discretion, to exchange all or a portion of such investor's Note for securities of the same type issued in such Subsequent Financing, on the same terms and conditions as the Subseque

03 Creation

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 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 Notes and the shares of Common Stock 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. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K contains certain statements that may be deemed to be "forward-looking statements" within the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements relate to future events or VINE's or Pubco's future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about VINE, our industry, our beliefs and our assumptions. Such forward-looking statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future and the proposed Business Combination. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by the following words: " anticipate ," " believe ," " continue ," " could ," " estimate ," " expect ," " intend ," " may ," " ongoing, " " plan ," " potential ," " predict ," " project ," " should ," or the negative of these terms or other similar expressions, but the absence of these words does not mean

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 10.1 Securities Purchase Agreement dated as of February 5, 2025 by and among Fresh Vine Wine, Inc. and each of the investors listed therein. 10.2 Form of Secured Original Issue Discount Promissory Note 10.3 Pledge Agreement dated as of February 5, 2025 by and between Fresh Vine Wine, Inc. and each of the investors listed therein. 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: February 11, 2025 By: /s/ Michael Pruitt Name: Michael Pruitt Title : Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR