Heritage Distilling Files 8-K: Agreements, Equity Sales, Officer Changes

TL;DR

HDGS filed an 8-K detailing new deals, stock sales, and exec changes. Keep an eye on this.

AI Summary

Heritage Distilling Holding Company, Inc. filed an 8-K on November 21, 2024, reporting several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, changes in directors and officers, amendments to its articles of incorporation, and filing financial statements and exhibits. The company is incorporated in Delaware and headquartered in Gig Harbor, Washington.

Why It Matters

This filing indicates significant corporate actions, including potential new agreements and equity transactions, which could impact the company's structure and financial standing.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and changes in officers/directors, which can sometimes signal financial distress or strategic shifts that carry inherent risks.

Key Players & Entities

• Heritage Distilling Holding Company, Inc. (company) — Registrant
• November 21, 2024 (date) — Date of earliest event reported
• Gig Harbor, Washington (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share CASK The Nasdaq Stock Mar
• $4.00 — at an initial public offering price of $4.00 per share pursuant to that certain Unde
• $6.75 million — eceived gross proceeds of approximately $6.75 million from the Offering, before deducting und
• $0.01 — arrants have an exercise price equal to $0.01 per share and were sold for a price per
• $3 — for a price per Common Warrant equal to $3.99, the price per share at which the Co
• $8.250 m — payable by Company, were approximately $8.250 million, excluding any exercise of the un
• $7.363 million — rent private placement of approximately $7.363 million for the payment of outstanding indebted
• $1.525 m — eceived gross proceeds of approximately $1.525 million, before deducting placement agent
• $5,000 — the Private Placement of approximately $5,000. Item 5.02 Departure of Directors or C

Filing Documents

• ea0222475-8k_heritage.htm (8-K) — 42KB
• ea022247501ex1-1_heritage.htm (EX-1.1) — 217KB
• ea022247501ex3-1_heritage.htm (EX-3.1) — 55KB
• ea022247501ex3-2_heritage.htm (EX-3.2) — 230KB
• ea022247501ex4-1_heritage.htm (EX-4.1) — 102KB
• ea022247501ex4-2_heritage.htm (EX-4.2) — 82KB
• ea022247501ex99-1_heritage.htm (EX-99.1) — 11KB
• ex99-1_001.jpg (GRAPHIC) — 7KB
• 0001213900-24-102901.txt ( ) — 749KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On November 25, 2024 (the "Closing Date"), Heritage Distilling Holding Company Inc., a Delaware corporation (the "Company"), completed its initial public offering (the "Offering") of its common stock, par value $0.0001 per share (the "Common Stock"), and sold an aggregate of 1,687,500 shares of Common Stock at an initial public offering price of $4.00 per share pursuant to that certain Underwriting Agreement, dated as of November 21, 2024 (the "Underwriting Agreement"), between the Company and Newbridge Securities Corporation, as representative (the "Representative") of the several underwriters named in the Underwriting Agreement. In addition, pursuant to the Underwriting Agreement, the Company granted the Representative a 30-day option to purchase up to 253,125 additional shares of Common Stock to cover over-allotments in connection with the Offering. The Common Stock was offered and sold to the public pursuant to the Company’s registration statement on Form S-1 (File No. 333-279382), originally filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), on May 13, 2024, as amended, which became effective on November 12, 2024. The Company received gross proceeds of approximately $6.75 million from the Offering, before deducting underwriting discounts and commissions of eight percent (8%) of the gross proceeds and Offering expenses. The Company issued a press release announcing the closing of the Offering, which has been filed as Exhibit 99.1 to this Current Report on Form 8-K. In connection with the Offering, the Common Stock began trading on The Nasdaq Capital Market on November 22, 2024 under the symbol “CASK.” The Underwriting Agreement contains customary representations, warranties, and covenants by the Company. It also provides for customary indemnification by each of the Comp

02 Unregistered Sales of Equity

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 relating to the Private Placement of the Common Warrants is incorporated by reference into this Item 3.02 in its entirety. Based in part upon the representations of the purchasers of the Common Warrants in the subscription agreements for the Common Warrants, the offering and sale of the Common Warrants were exempt from registration under Section 4(a)(2) of the Securities Act a nd Rule 506 of Regulation D thereunder . The sales of the Common Warrants, and the shares of Common Stock issuable upon exercise thereof, by the Company in the Private Placement were not registered under the Securities Act or any state securities laws, and neither the Common Warrants nor the shares of Common Stock issuable upon exercise thereof may be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of such securities did not involve a public offering and was made without general solicitation or general advertising. In its subscription agreement for the Common Warrants, each purchaser of Common Warrants represented that it is an accredited investor, as such term is defined in Rule 501 under the Securities Act. The Company received gross proceeds of approximately $1.525 million, before deducting placement agent fees of eight percent (8%) of the gross proceeds payable to Newbridge Securities Corporation, as placement agent, and expenses of the Private Placement of approximately $5,000. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On the Closing Date, in connection with the closing of the Offering, each of Troy Alstead and Andrew Varga joined the Board of Directors of the Company. Messrs. Alstead and Varga will serve on the Board until the next annual meeting of stockholders of the Company at wh

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On November 25, 2024, the Company filed a Second Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware, a copy of which is filed as Exhibit 3.1 to this Current Report. In addition, in connection with the closing of the Offering, the Company’s Bylaws were amended and restated in their entirety as approved by the Company’s board of directors in connection with its approval of the certain matters relating to the Offering. A copy of the Company’s Amended and Restated Bylaws is filed as Exhibit 3.2 to this Current Report. 3

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated November 21, 2024 by and between Heritage Distilling Holding Company Inc. and Newbridge Securities Corporation, as representative of the underwriters named therein 3.1 Second Amended and Restated Certificate of Incorporation of Heritage Distilling Holding Company Inc. 3.2 Amended and Restated Bylaws of Heritage Distilling Holding Company Inc. 4.1 Form of Representative’s Warrant 4.2 Form of Common Warrant 99.1 Press Release dated November 26, 2024 4

SIGNATURES

SIGNATURES 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. Date: November 26, 2024 HERITAGE DISTILLING HOLDING COMPANY INC. By: /s/ Justin Stiefel Justin Stiefel Chief Executive Officer 5

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View this 8-K filing on SEC EDGAR