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

TL;DR

Heritage Distilling 8-K: New deals, stock sales, and bylaw updates filed Jan 24, 2025.

AI Summary

Heritage Distilling Holding Company, Inc. filed an 8-K on January 24, 2025, reporting on several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits.

Why It Matters

This filing provides crucial updates on Heritage Distilling's corporate actions, including new agreements and equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

• 001-42411 — SEC File Number (Identifies the company's filing with the SEC.)
• 83-4558219 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Heritage Distilling Holding Company, Inc. (company) — Registrant
• January 23, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 9668 Bujacich Road Gig Harbor, Washington 98332 (address) — Principal Executive Offices
• 253-509-0008 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share CASK The Nasdaq Stock Market
• $15.0 million — ed to purchase, up to the lesser of (i) $15.0 million of newly-issued shares (the "Purchase S
• $0.001 — e "Securities") for a purchase price of $0.001 per share. The Commitment Warrant has a
• $1.00 — ommon Stock is equal to or greater than $1.00 (the "Fixed Purchase Date'), the Compan
• $10,000 — gregate purchase price of not less than $10,000 and not more than the lesser of (i) $1,
• $1,000,000 — 000 and not more than the lesser of (i) $1,000,000, subject to adjustment, or (ii) 100% of
• $2,500,000 — he Investor to the Company that exceeds $2,500,000, unless such limitation is waived by th
• $500,000 — e "Series B Preferred Stock"), of which $500,000 was purchased and sold in connection wi
• $10.00 — red Stock will have a purchase price of $10.00 per share and a stated value of $12.00
• $12.00 — $10.00 per share and a stated value of $12.00 per share, will pay dividends at the ra
• $1.80 — f 15% per annum of the stated value (or $1.80 per share), and will be convertible by

Filing Documents

• cask-20250123.htm (8-K) — 50KB
• ex31-certificateofdesignat.htm (EX-3.1) — 92KB
• ex-41xcommitmentwarrant.htm (EX-4.1) — 141KB
• ex-101xsecuritiespurchasea.htm (EX-10.1) — 333KB
• ex-102xregistrationrightsa.htm (EX-10.2) — 122KB
• 0001788230-25-000012.txt ( ) — 1000KB
• cask-20250123.xsd (EX-101.SCH) — 2KB
• cask-20250123_lab.xml (EX-101.LAB) — 23KB
• cask-20250123_pre.xml (EX-101.PRE) — 13KB
• cask-20250123_htm.xml (XML) — 3KB

01 Entry into Material Definitive Agreement

Item 1.01 Entry into Material Definitive Agreement. Securities Purchase Agreement On January 23, 2025, Heritage Distilling Holding Company, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with C/M Capital Master Fund, LP (the "Investor"), pursuant to which the Company, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, has the right, but not the obligation, to sell to the Investor, and the Investor is obligated to purchase, up to the lesser of (i) $15.0 million of newly-issued shares (the "Purchase Shares") of the Company's common stock, $0.0001 par value per share (the "Common Stock"), and (ii) the Exchange Cap (as defined below). As consideration for the Purchaser's execution and delivery of the Purchase Agreement, the Company issued to the Purchaser, simultaneously with the execution and delivery of the Purchase Agreement, a stock purchase warrant (the "Commitment Warrant") to purchase 67,162 shares of Common Stock (the "Commitment Shares" and, together with the Purchase Shares, the "Securities") for a purchase price of $0.001 per share. The Commitment Warrant has a term of five years and expires on January 23, 2030. The Company does not have a right to commence any sales of Common Stock to the Investor under the Purchase Agreement until the time when all of the conditions to the Company's right to commence sales of Common Stock to the Investor set forth in the Purchase Agreement have been satisfied, including that a registration statement covering the resale of the Securities is declared effective by the Securities and Exchange Commission (the "SEC") and the final form of prospectus contained therein is filed with the SEC (the "Commencement Date"). Over the 36-month period from and after the Commencement Date (unless the Purchase Agreement is terminated earlier in accordance with its terms), the Investor has no right to require the Company to sell any shares of Common Stock t

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

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 January 23, 2025, the Company filed the Certificate of Designations, Preferences, Powers and Rights of the Series B Preferred Stock with the Delaware Secretary of State in the form attached hereto as Exhibit 3.1 (the "Certificate of Designation"), which created and authorized 750,000 shares of the Series B Preferred Stock and established the rights, preferences and other terms of the Series B Preferred Stock. A summary of the material terms of the Series B Preferred Stock and the Certificate of Designation is set forth above in Item 1.01 and is hereby incorporated by reference into this Item 5.03. As of the date hereof, 50,000 shares of Series B Preferred Stock have been issued. 4

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Designations, Preferences, Powers and Rights of Series B Convertible Preferred Stock. 4.1 Commitment Warrant, dated January 23, 2025, by and between Heritage Distilling Holding Company, Inc. and C/M Capital Master Fund, LP. 10.1* Securities Purchase Agreement, dated January 23, 2025, by and between Heritage Distilling Holding Company, Inc. and C/M Capital Master Fund, LP. 10.2* Registration Rights Agreement, dated January 23, 2025, by and between Heritage Distilling Holding Company, Inc. and C/M Capital Master Fund, LP. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. 5

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. HERITAGE DISTILLING HOLDING COMPANY INC. Date: January 24, 2025 By: /s/ Justin Stiefel Justin Stiefel Chief Executive Officer 6

View Full Filing

View this 8-K filing on SEC EDGAR