Heritage Distilling Reports Director/Officer Changes & More

Ticker: IPST · Form: 8-K · Filed: Sep 22, 2025 · CIK: 1788230

Sentiment: neutral

Topics: corporate-governance, officer-changes, director-changes, filing-update

TL;DR

Heritage Distilling filed an 8-K detailing director/officer changes, votes, and other events as of Sept 18, 2025.

AI Summary

Heritage Distilling Holding Company, Inc. filed an 8-K on September 22, 2025, reporting on events that occurred on September 18, 2025. The filing covers the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements. It also includes the submission of matters to a vote of security holders and other events, along with financial statements and exhibits.

Why It Matters

This filing indicates significant corporate governance and operational updates for Heritage Distilling Holding Company, Inc., potentially impacting its strategic direction and investor relations.

Risk Assessment

Risk Level: medium — Changes in directors and officers, along with votes and other events, can signal shifts in company strategy or internal dynamics that may affect future performance.

Key Numbers

Key Players & Entities

FAQ

Who has departed from their roles at Heritage Distilling Holding Company, Inc.?

The filing indicates the departure of directors or certain officers, but specific names are not provided in this summary.

What specific matters were submitted to a vote of security holders?

The filing states that matters were submitted to a vote of security holders, but the details of these matters are not specified in this summary.

When did the events reported in this 8-K occur?

The earliest event reported occurred on September 18, 2025.

What is the principal executive office address for Heritage Distilling Holding Company, Inc.?

The principal executive offices are located at 9668 Bujacich Road, Gig Harbor, Washington 98332.

What type of information is included in the exhibits filed with this 8-K?

The filing indicates that financial statements and exhibits are included, but their specific content is not detailed in this summary.

Filing Stats: 2,346 words · 9 min read · ~8 pages · Grade level 12.6 · Accepted 2025-09-22 08:38:46

Key Financial Figures

Filing Documents

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On September 18, 2025, the Company held the Special Meeting. At the Special Meeting, the Company's stockholders voted on seven proposals and cast their votes as described below. The proposals are described in the Special Meeting Proxy Statement. Stockholders representing a total of 10,138,167 shares of the Company's common stock, $0.0001 par value per share (the "Common Stock"), or approximately 65.8% of the Company's outstanding shares of Common Stock as of July 23, 2025, the record date for the Special Meeting, were present or represented by proxy at the Special Meeting, constituting a quorum. Proposal 1 The Company's stockholders cast their votes to approve, for the purpose of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of pre-funded warrants and shares of common stock upon the exercise of pre-funded warrants issued pursuant to subscription agreements between certain accredited or institutional investors and the Company related to the issuance of such securities, as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 7,957,745 581,292 8,607 1,590,523 Result : Of all votes cast, 78.5% voted FOR Proposal 1. Proposal 1 required the affirmative vote of the majority of the votes cast by stockholders present, in person or by proxy, at the Special Meeting. Proposal 1 was approved. Proposal 2 The Company's stockholders cast their votes to approve, for the purpose of complying with the applicable provisions of Nasdaq Listing Rule 5635(c), the issuance of shares of common stock, restricted stock unit awards, and shares of common stock upon the exercise of warrants issued pursuant to advisory agreements between certain advisors and the Company related to the issuance of such securities, as set forth below: Votes For Votes Against Abstentions Broker Non-Votes 7,906,825 633,847 6,972 1,590,523 Result : Of all votes cast, 78.0% voted FOR Propos

01 Events

Item 8.01 Events As previously reported, on August 15, 2025, the Company sold to certain institutional and accredited investors in a private placement offering (the "Offering") pre-funded warrants (the "Pre-Funded Warrants") to purchase an aggregate of 370,378,890 shares of Common Stock, at a purchase price of $0.6042 per Pre-Funded Warrant, for an aggregate purchase price of $223.8 million, before deducting placement agent fees and other offering expenses. The Pre-Funded Warrants have an exercise price of $0.0001 per share of Common Stock. Included among the investors in the Offering were Story Foundation, the entity behind the Story Network ("Story Foundation"), which purchased Pre-Funded Warrants to purchase 107,781,820 shares of Common Stock. On September 18, 2025, following stockholder approval at the Special Meeting of the issuance of Pre-Funded Warrants and shares of Common Stock upon the exercise of Pre-Funded Warrants issued in the Offering, Pre-Funded Warrants to purchase an aggregate of 143,616,678 shares of Common Stock were exercised in accordance with the terms of the Pre-Funded Warrants. None of the Pre-Funded Warrants acquired by Story Foundation were automatically exercised, and shares of Common Stock subject to certain other Pre-Funded Warrants were not automatically exercised due to beneficial ownership limitations included in such Pre-Funded Warrants. In addition, on September 18, 2025, following stockholder approval at the Special Meeting of the issuance of shares of Common Stock to certain advisors to the Company, the Company issued to such advisors an aggregate of 6,477,092 shares of Common Stock. Following the issuances of shares of Common Stock on September 18, 2025 as described in this paragraph, at the close of business on such date, an aggregate of 178,875,972 shares of Common Stock were issued and outstanding. On September 22, 2025, the Company issued a press release announcing (i) the intent to rebrand "Heritage Distilling Holding Com

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as "anticipate," "expect," "plan," "could," "may," "will," "believe," "estimate," "forecast," "goal," "project," and other words of similar meaning. These forward-looking statements address various matters including statements relating to the anticipated benefits and timing of the Company's proposed digital asset treasury strategy and the digital assets to be held by the Company. Each forward-looking statement contained in this Current Report on Form 8-K is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the Company's failure to realize the anticipated benefits of its digital asset treasury strategy; changes in business, market, financial, political and regulatory conditions; risks relating to the Company's operations and business, including the highly volatile nature of the price of $IP tokens and other cryptocurrencies; the risk that the Company's stock price may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries in which the Company does and will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purpose, as well as those risks and uncertainties discussed in the "Forward-Looking Statements" section of the press release and those 4 identified under the heading "Risk Factors" in the Company's registration statement on Form S-1 filed with the SEC on August 26, 2025, its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, subsequent quarterly reports on Form 10-Q and other information the Com

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Second Amendment to the Heritage Distilling Holding Company, Inc. 2024 Equity Incentive Plan 99.1 Press Release date d September 2 2 , 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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. Date: September 22, 2025 HERITAGE DISTILLING HOLDING COMPANY INC. By: /s/ Justin Stiefel Justin Stiefel Chief Executive Officer 6

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