Statistiche di base
| CIK | 1880343 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Amaze Holdings, Inc.
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| September 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 3, 2025 AMAZE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or other jurisdiction of incorporation) (Commi |
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| September 3, 2025 |
Exhibit 99.1 |
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| August 27, 2025 |
Exhibit 4.14 FORM OF DEBT SECURITY [Face of Security] AMAZE HOLDINGS, INC. [If applicable, insert—FOR PURPOSES OF THE ORIGINAL ISSUE DISCOUNT PROVISIONS OF THE INTERNAL REVENUE CODE OF 1986, THE ISSUE PRICE OF THIS SECURITY IS []% OF ITS PRINCIPAL AMOUNT AT STATED MATURITY SET FORTH BELOW (ITS “PRINCIPAL AMOUNT”), THE AMOUNT OF ORIGINAL ISSUE DISCOUNT IS []% OF ITS PRINCIPAL AMOUNT, THE YIELD TO M |
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| August 27, 2025 |
Exhibit 4.15 AMAZE HOLDINGS, INC. And [], as Trustee INDENTURE Dated as of [] TABLE OF CONTENTS ARTICLE 1 – DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1 DEFINITIONS 1 1.2. OTHER DEFINITIONS 4 1.3. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 4 1.4. RULES OF CONSTRUCTION 5 ARTICLE 2 – THE SECURITIES 5 2.1. ISSUABLE IN SERIES 5 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECURITIES 5 2.3. EXEC |
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| August 27, 2025 |
As filed with the Securities and Exchange Commission on August 27, 2025 As filed with the Securities and Exchange Commission on August 27, 2025 Registration No. |
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| August 27, 2025 |
Exhibit 107 Calculation of Filing Fee Table FORM S-3 (Form Type) AMAZE HOLDINGS, INC. |
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| August 15, 2025 |
The Explosive Growth of the Creator Economy and Amaze.co’s Role in Empowering Monetization Exhibit 99.2 The Explosive Growth of the Creator Economy and Amaze.co’s Role in Empowering Monetization August 14, 2025 Dear Shareholders, Over the past few years, the creator economy has become one of the fastest-growing sectors in the global digital landscape. At Amaze, we are entering an unprecedented era of innovation and opportunity. The future of the creator economy is now. With billions of |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2025 AMAZE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or other jurisdiction of incorporation) (Commiss |
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| August 15, 2025 |
Exhibit 99.1 CORRECTED RELEASE: Amaze Reports Second Quarter 2025 Financial Results with 1,134% Year-Over-Year Revenue Growth Amaze Holdings, Inc. (the “Company”) is replacing in its entirety its earnings press release for the second quarter ended June 30, 2025, originally issued on August 14, 2025, to correct certain disclosures contained in the tables entitled “Condensed Consolidated Balance She |
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| August 14, 2025 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41147 Amaze Holdings, Inc. (Ex |
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| August 13, 2025 |
Exhibit 99.1 Amaze Forms Strategic Partnership with Parler Cloud Technologies, the Parent Company of Pulse, and Announces $6 Million Above-Market Investment by Parler Collaboration Integrates Amaze’s E-Commerce Platform into Parler’s Social Media Ecosystem; Investment Underscores Confidence and Value in Amaze’s Creator-First Model NEWPORT BEACH, Calif., Aug. 11, 2025 – Amaze Holdings, Inc. (NYSE A |
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| August 13, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of August 7, 2025, between Amaze Holdings, Inc., a Nevada corporation (the “Company”), and the undersigned Purchaser (the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement, and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “S |
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| August 13, 2025 |
Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 AMAZE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or other jurisdiction of incorporation) (Commissi |
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| August 13, 2025 |
Warrant dated August 11, 2025, issued to Thomas Frame Exhibit 10.5 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| August 13, 2025 |
Amended and Restated Convertible Promissory Note dated August 11, 2025 in favor of Sean Giddings Exhibit 10.4 THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATERS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES |
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| August 13, 2025 |
Amended and Restated Convertible Promissory Note dated August 11, 2025 in favor of Thomas Frame Exhibit 10.3 THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATERS. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES |
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| July 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2025 AMAZE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or other jurisdiction of incorporation) (Commiss |
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| July 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2025 AMAZE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or other jurisdiction of incorporation) (Commissio |
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| July 15, 2025 |
Amaze Launches Crypto Payment Strategy to Accelerate Global Creator Monetization Exhibit 99.1 Amaze Launches Crypto Payment Strategy to Accelerate Global Creator Monetization Strategic partnership targets stablecoin integration, digital asset treasury solutions, and next-gen monetization for global creator economy NEWPORT BEACH, Calif., July 15, 2025 – Amaze Holdings, Inc. (NYSE American: AMZE) ("Amaze"), a global leader in creator-powered commerce, today announced a major cr |
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| July 15, 2025 |
Consulting Agreement dated July 11, 2025 between Amaze Holdings, Inc. and DNA Holdings Venture Inc. Exhibit 10.1 DNA Holdings Venture Inc. DNA CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is entered into on July 11, 2025 (the “Effective Date”) by and between Amaze (the “Company”), and DNA Holdings Venture Inc, a Puerto Rico Corporation ( the “Consultant”). In this Agreement, the Company and Consultant may each be referred to as a “party” or, together, as the “parties.” Now the |
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| July 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2025 AMAZE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or other jurisdiction of incorporation) (Commissio |
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| July 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2025 AMAZE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or other jurisdiction of incorporation) (Commissio |
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| June 30, 2025 |
AMAZE HOLDINGS, INC. 4,854,111 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-287856 PROSPECTUS AMAZE HOLDINGS, INC. 4,854,111 Shares of Common Stock This prospectus relates to the proposed offer and sale from time to time by C/M Capital Master Fund, LP, or the selling stockholder, of up to 4,854,111 shares of our common stock, par value $0.001 per share. The shares of common stock to which this prospectus relates consis |
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| June 26, 2025 |
Amaze Holdings. Inc. 2901 West Coast Highway, Suite 200 Newport Beach, California 92663 Amaze Holdings. Inc. 2901 West Coast Highway, Suite 200 Newport Beach, California 92663 June 26, 2025 VIA EDGAR Office of Trade and Services Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Kate Beukenkamp Re: Amaze Holdings, Inc. Registration Statement on Form S-1, as amended File No. 333-287856 Request for Acceleration |
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| June 23, 2025 |
As filed with the Securities and Exchange Commission on June 23, 2025 As filed with the Securities and Exchange Commission on June 23, 2025 Registration No. |
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| June 23, 2025 |
Exhibit 107 Calculation of Filing Fee Table FORM S-1 (Form Type) AMAZE HOLDINGS, INC. |
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| June 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2025 AMAZE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or other jurisdiction of incorporation) (Commissio |
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| June 18, 2025 |
Amaze Introduces New Members Elected to Board of Directors and Announces Capitalization Update Exhibit 99.2 Amaze Introduces New Members Elected to Board of Directors and Announces Capitalization Update NEWPORT BEACH, CA – June 18, 2025 – Amaze Holdings Inc. (NYSE American: AMZE) (“Amaze” or the “Company”), a global leader in creator-powered commerce, today announced, that new directors Pete Deutschman, Amrapali (Ami) Gan, and Sandie Hawkins were elected to its Board of Directors at the ann |
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| June 18, 2025 |
Amaze Announces New Officer Appointments Exhibit 99.1 Amaze Announces New Officer Appointments NEWPORT BEACH, Calif., June 17, 2025 – Amaze Holdings, Inc. (NYSE American: AMZE) (“Amaze” or the “Company”), a global leader in creator-powered commerce, today announced the appointments of the following new Company officers: Aaron Day as Chief Executive Officer, Keith Johnson as Chief Financial Officer, Gwan Yip as Chief Product Officer, and |
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| June 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 AMAZE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or other jurisdiction of incorporation) (Commissio |
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| June 13, 2025 |
As filed with the Securities and Exchange Commission on June 13, 2025 As filed with the Securities and Exchange Commission on June 13, 2025 Registration No. |
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| June 13, 2025 |
Exhibit 107 Calculation of Filing Fee Table FORM S-8 (Form Type) Amaze Holdings, Inc. |
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| June 13, 2025 |
Amaze Announces Annual Stockholders’ Meeting Results and 1-for-23 Reverse Stock Split Exhibit 99.1 Amaze Announces Annual Stockholders’ Meeting Results and 1-for-23 Reverse Stock Split NEWPORT BEACH, Calif., June 12, 2025 – Amaze Holdings, Inc. (NYSE American: AMZE) ("Amaze" or the "Company"), a global leader in creator-powered commerce, today announced the results of its annual stockholders' meeting held today. Election of Directors: Stockholders elected all seven director nominee |
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| June 13, 2025 |
Exhibit 10.1 FRESH VINE WINE, INC. AMENDED AND RESTATED 2021 EQUITY INCENTIVE PLAN (As amended and restated effective June 12, 2025) TABLE OF CONTENTS 1. Purpose 3 2. Administration 3 3. Eligible Participants 3 4. Types of Incentives 3 5. Shares Subject to the Plan 4 5.1. Number of Shares 4 5.2. Cancellation 4 5.3. Type of Common Stock 4 5.4. Limitation on Awards Granted to Non-Employee Directors |
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| June 13, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION Amaze Holdings, Inc., a Nevada corporation (the “Corporation”), does hereby certify that: 1. The name of this Corporation is Amaze Holdings, Inc. 2. Pursuant to Sections 78.385 and 78.390 of the Nevada Revised Statutes, Section 8.1 of Article 8 of the Articles of Incorporation is hereby amended by inserting at the end of subsection |
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| June 6, 2025 |
Exhibit 21.1 Amaze Holdings, Inc. List of Subsidiaries Name of subsidiary Jurisdiction of incorporation or organization Amaze Software, Inc. Delaware Amaze Holding Company LLC Delaware Famous Industries Pty. Ltd. Australia Baxter Collective, Inc. Delaware Baxter Collective Ltd. United Kingdom Adifex Holdings LLC Delaware |
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| June 6, 2025 |
As filed with the Securities and Exchange Commission on June 6, 2025 As filed with the Securities and Exchange Commission on June 6, 2025 Registration No. |
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| June 6, 2025 |
Exhibit 107 Calculation of Filing Fee Table FORM S-1 (Form Type) AMAZE HOLDINGS, INC. |
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| June 4, 2025 |
Amaze Holdings, Inc. Investor Presentation June 2025 Exhibit 99.2 |
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| June 4, 2025 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2025 AMAZE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or other jurisdiction of incorporation) (Commission |
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| June 4, 2025 |
Exhibit 99.1 Amaze to Participate in Webinar Series Beginning June 5, 2025 Company Conducting Capital Raise via Rule 506(c) Regulation D Offering in Conjunction with Webinar Series Management to Provide Update on Growth, Product Innovation, and Strategic Partnerships in $480B Creator Economy NEWPORT BEACH, Calif., June 4, 2025 – Amaze Holdings, Inc. (NYSE American: AMZE) (“Amaze” or the “Company”) |
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| June 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 2, 2025 AMAZE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or other jurisdiction of incorporation) (Commission |
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| May 23, 2025 |
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION The following unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X under the Securities Act of 1933, as amended and presents the pro forma effects of the acquisition (such transaction, the “Acquisition”) by Amaze Holdings, Inc., a Nevada corporation (“Amaze Holdings” or t |
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| May 23, 2025 |
AMAZE SOFTWARE, INC. CONSOLIDATED BALANCE SHEETS December 31, 2024 and 2023 Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Amaze Software, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Amaze Software, Inc. (the “Company”) as of December 31, 2024, and 2023, and the related consolidated statements of operations and comprehensive loss, stockholder |
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| May 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2025 AMAZE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or other jurisdiction of incor |
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| May 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 AMAZE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or other jurisdiction of incorporation) (Commission |
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| May 20, 2025 |
Exhibit 10.1 . AMAZE HOLDINGS, INC. SUBORDINATED SECURED PROMISSORY NOTE Principal Amount: $ Dated: Loan Amount: $ AMAZE HOLDINGS, INC., a Nevada corporation (the “Company”), promises to pay to the order of [NAME] or its assigns (the “Holder”) the principal sum of [AMOUNT] U.S. Dollars ($), of which $[] is the actual loan amount plus and an original issue discount of $[], together with interest as |
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| May 20, 2025 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41147 Amaze Holdings, Inc. (E |
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| May 15, 2025 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read instruction (on back page) before preparing form. |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: £ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| May 7, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 6, 2025 (the “Execution Date”), by and between Amaze Holdings, Inc., a Nevada corporation (the “Company”), and C/M CAPITAL MASTER FUND, LP, a Delaware limited partnership (the “Investor”). WHEREAS: Subject to the terms and conditions set forth in this Agreement, the Company wishes to se |
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| May 7, 2025 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 6, 2025 (the “Execution Date”), is entered into by and between AMAZE HOLDINGS, INC., a Nevada corporation (the “Company”), and C/M CAPITAL MASTER FUND, LP, a Delaware limited partnership (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2025 AMAZE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or other jurisdiction of incorporation) (Commission |
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| May 7, 2025 |
Exhibit 10.3 Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is not material and is the type of information that the Company treats as private or confidential. ** PLEASE READ CAREFULLY ** Dear Borrower, we are glad to welcome you to our unique financing program. The program will go into effect immediately after |
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| May 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| April 30, 2025 |
Other Events, Shareholder Director Nominations UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 AMAZE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 16, 2025 |
Exhibit 10.1 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT This AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 11, 2025, is by and among Amaze Holdings, Inc., a Nevada corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). RECITALS A. Reference is |
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| April 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2025 AMAZE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or other jurisdiction of incorporation) (Commissi |
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| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| April 9, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2025 AMAZE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporatio |
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| April 9, 2025 |
Exhibit 3.1 |
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| April 9, 2025 |
Exhibit 3.2 AMAZE HOLDINGS, INC. AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK PURSUANT TO THE NEVADA REVISED STATUTES The undersigned, Michael Pruitt, does hereby certify that: 1. He is the Chief Executive Officer of Amaze Holdings, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to i |
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| March 31, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of , 2025, between Amaze Holdings, Inc. (formerly Fresh Vine Wine, Inc.), a Nevada corporation (the “Company”), and the undersigned Purchaser (including such Purchaser’s successors and assigns, the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement, and p |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2025 AMAZE HOLDINGS, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-41147 AMAZE HOLDINGS, INC. |
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| March 31, 2025 |
Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| March 31, 2025 |
Exhibit 3.1 AMAZE HOLDINGS, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C CONVERTIBLE PREFERRED STOCK PURSUANT TO THE NEVADA REVISED STATUTES The undersigned, Michael Pruitt, does hereby certify that: 1. He is the Chief Executive Officer of Amaze Holdings, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue 25,000,000 share |
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| March 13, 2025 |
Exhibit 3.1 |
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| March 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2025 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 13, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Fresh Vine Wine, Inc. To Change Corporate Name To Amaze Holdings, Inc. and Ticker Symbol to AMZE Following Strategic Acquisition Newport Beach, CA – March 13, 2025 – Fresh Vine Wine, Inc.( NYSE American: VINE)(“Company”) today announced it will change its official corporate name to Amaze Holdings, Inc. following the successful acquisition of Amaze Software Inc. ( |
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| March 13, 2025 |
Exhibit 99.2 Video Transcript (Referenced in Fresh Vine’s press release dated March 13, 2025) Publicly available on https://m.youtube.com/watch?v=P6kYUcVLixU Fresh Vine Wine, Inc. changes corporate name to Amaze Holdings, Inc. and ticker symbol to AMZE following strategic merger. Voiceover: From a dedicated fan to a leader in the Star Wars community. Nia: I love you guys. Thanks so much for everyt |
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| March 13, 2025 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF AMAZE HOLDINGS, INC. (A NEVADA CORPORATION) Effective as of March 24, 2025 ARTICLE I—OFFICES Section 1.01 Registered Office. The corporation shall maintain in the State of Nevada a registered office and a registered agent whose business office is identical with such registered office. Section 1.02 Locations of Offices. The corporation may also have office |
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| March 11, 2025 |
Fresh Vine Wine Inc. Regains NYSE American Compliance Following Successful Acquisition Exhibit 99.1 Fresh Vine Wine Inc. Regains NYSE American Compliance Following Successful Acquisition Charlotte, NC and Newport Beach, CA – March 11, 2025 – Fresh Vine Wine, Inc. (NYSE American: VINE) (“Fresh Vine” or the “Company”) is pleased to announce that it has regained compliance with the NYSE American continued listing requirements for stockholders’ equity. This milestone follows the complet |
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| March 11, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2025 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 10, 2025 |
Exhibit 99.1 FOR IMMEDIATE RELEASE Fresh Vine Wine, Inc. (NYSE: VINE) Completes the Acquisition of Amaze Software, Inc., Combined Companies Set to Transform the Creator Economy Charlotte, NC and Newport Beach, CA — March 10, 2025 — Fresh Vine Wine, Inc. (NYSE American: VINE) today announced the completion of the acquisition of Amaze Software, Inc., This transaction marks a pivotal moment for Vine |
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| March 10, 2025 |
INDEX TO AMAZE'S FINANCIAL STATEMENTS Exhibit 99.2 INDEX TO AMAZE'S FINANCIAL STATEMENTS Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID: 100) F-2 Consolidated Balance Sheets as of December 31, 2023 and 2022 F-3 Consolidated Statement of Operations for the Years ended December 31, 2023 F-4 Consolidated Statements of Changes in Stockholders' Equity F-5 Consolidated Statements of Cash Flows for t |
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| March 10, 2025 |
Exhibit 10.4 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) by and among (i) Fresh Vine Wine, Inc., a Nevada corporation (“Fresh Vine”); (ii) Amaze Software, Inc., a Delaware corporation (the “Company”) and (iii) the undersigned party listed on the signature page (the “Holder”), is dated March 7, 2025. Any capitalized term used but not defined in this Agreement will have the meaning a |
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| March 10, 2025 |
Exhibit 3.2 AMENDMENT NO. 2 TO BYLAWS Effective as of March 7, 2025 This Amendment No. 2 (this “Amendment”) to the Bylaws of Fresh Vine Wine, Inc., a Nevada corporation (the “corporation”) (the “Bylaws”), is made effective as of the date first above written in accordance with Article IX of the Bylaws, and hereby amends the Bylaws by adding a new Article XI, as follows: ARTICLE XI INAPPLICABILITY O |
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| March 10, 2025 |
Exhibit 10.3 STOCKHOLDER SUPPORT AGREEMENT This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) by and among (i) Fresh Vine Wine, Inc., a Nevada corporation (“Fresh Vine”); (ii) Amaze Software, Inc., a Delaware corporation (the “Company”), and (iii) each stockholder of Fresh Vine listed on the Exhibit A (each, a “Holder”, and collectively, the “Holders”), is dated March 7, 2025 (the “Effective Da |
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| March 10, 2025 |
Exhibit 3.1 FRESH VINE WINE, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES D CONVERTIBLE PREFERRED STOCK PURSUANT TO THE NEVADA REVISED STATUTES The undersigned, Michael Pruitt, does hereby certify that: 1. He is the Chief Executive Officer of Fresh Vine Wine, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue 25,000,000 sha |
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| March 10, 2025 |
Exhibit 10.1 EXECUTION VERSION AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER among: FRESH VINE WINE, INC, AMAZE HOLDINGS INC. AMAZE SOFTWARE INC. the STOCKHOLDERS of AMAZE SOFTWARE, INC., and the STOCKHOLDER REPRESENTATIVE Dated as of March 7, 2025 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered i |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2025 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 10, 2025 |
Exhibit 10.5 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this “Agreement”), dated as of March 7, 2025, is made and entered into by and between FRESH VINE WINE, INC., a Nevada corporation (“Fresh Vine”) and ADIFEX HOLDINGS LLC, a Delaware limited liability company (the “Company”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in the Busines |
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| March 10, 2025 |
Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE |
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| March 10, 2025 |
INDEX TO AMAZE'S FINANCIAL STATEMENTS Exhibit 99.3 INDEX TO AMAZE'S FINANCIAL STATEMENTS Unaudited Interim Financial Statements Balance Sheets, September 30, 2024 and December 31, 2023 F-2 Statements of Operations, Nine months ended September 30, 2024 and 2023 F-3 Statements of Changes in Stockholders' Deficit, Nine months ended September 30, 2024 and 2023 F-4 Statements of Cash Flows, Nine months ended September 30, 2024 and 2023 F-5 |
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| February 13, 2025 |
Exhibit 10.2 Secured Original Issue Discount Promissory Note Original Issuance Date: February 6, 2025 Principal: $xxxxxx Maturity Date: November 6, 2025 Loan Amount: $xxxxxx FOR VALUE RECEIVED, Fresh Vine Wine, Inc., a Nevada corporation (the “Maker” or the “Company”), hereby promises to pay to the order of , or its registered assigns (the “Holder”) the principal sum of $[ ] (the “Principal Amount |
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| February 13, 2025 |
Exhibit 10.3 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT is made and entered into as of February 6, 2025, by and between Fresh Vine Wine, Inc. (the “Pledgor”) and MERCER STREET GLOBAL OPPORTUNITY FUND, LLC; C/M CAPITAL MASTER FUND, LP; and WVP EMERGING MANAGER ONSHORE FUND, LLC – C/M CAPITAL SERIES, each located at 1111 Brickell Avenue, Suite 2920, Miami, FL 33131 (each a “Pledgee” and together, the “P |
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| February 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2025 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorpora |
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| February 13, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 6, 2025, is by and among Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). RECITALS A. The Company and each Buyer is executing and deliver |
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| February 12, 2025 |
Form of Secured Original Issue Discount Promissory Note Secured Original Issue Discount Promissory Note Original Issuance Date: February 5, 2025 Principal: $xxxxxx Maturity Date: November 5, 2025 Loan Amount: $xxxxxx FOR VALUE RECEIVED, Fresh Vine Wine, Inc. |
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| February 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2025 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| February 12, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 5, 2025, is by and among Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”). RECITALS A. The Company and each Buyer is executing and deliver |
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| February 12, 2025 |
Exhibit 10.3 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT is made and entered into as of February 5, 2025, by and between Fresh Vine Wine, Inc. (the “Pledgor”) and MERCER STREET GLOBAL OPPORTUNITY FUND, LLC; C/M CAPITAL MASTER FUND, LP; and WVP EMERGING MANAGER ONSHORE FUND, LLC – C/M CAPITAL SERIES, each located at 1111 Brickell Avenue, Suite 2920, Miami, FL 33131 (each a “Pledgee” and together, the “P |
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| February 6, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2025 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2025 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| January 10, 2025 |
Fresh Vine Wine Receives Notice of Noncompliance with NYSE American Listing Standards Exhibit 99.1 Fresh Vine Wine Receives Notice of Noncompliance with NYSE American Listing Standards Charlotte, NC – January 10, 2025 – Fresh Vine Wine, Inc. ("Fresh Vine ") (NYSE American:VINE) today announced that on January 6, 2025, Fresh Vine received a letter from NYSE American LLC notifying Fresh Vine that it is not in compliance with Section 704 of the NYSE American Company Guide because Fres |
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| December 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2024 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission F |
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| December 20, 2024 |
Exhibit 99.1 Transcript of Recorded Call: Aaron Day and Mike Pruitt: On Becoming Amazing December 20, 2024 Full video and transcript are available at https://www.amaze.co/aaron-day-and-mike-pruitt-on-becoming-amazing [ 00:00:02 ] All right. Welcome, everyone, to a conversation today between myself, Mike Pruitt, the Chairman and Interim CEO of Fresh Vine Wine, and Aaron Day, the CEO of Amaze. To ge |
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| December 19, 2024 |
Filed by Fresh Vine Wine, Inc. Filed by Fresh Vine Wine, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Amaze Software, Inc. Date: December 19, 2024 Hats off to an AMAZE-ing year! What an AMAZE-ing year! 2024 was filled with a lot of very cool developments here at Amaze. We had our heads down for much of the year, bui |
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| December 19, 2024 |
Filed by Fresh Vine Wine, Inc. Filed by Fresh Vine Wine, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Amaze Software, Inc. Date: December 19, 2024 To Our Shareholders, As a brand dedicated to supporting the creators of today and tomorrow, it’s essential for us to deeply understand how they think, what inspires them, |
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| December 19, 2024 |
Filed by Fresh Vine Wine, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Amaze Software, Inc. Date: December 19, 2024 Subject line A: Hats off to an AMAZE-ing year! Subject line B: Thank you for an AMAZE-ing year! Preview text: 2024 was filled with a lot of changes — and we’ve never been |
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| December 19, 2024 |
Filed by Fresh Vine Wine, Inc. Filed by Fresh Vine Wine, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Amaze Software, Inc. Date: December 19, 2024 Amaze Unveils Record-Breaking 2024 Results and Strategic Creator Campaign for 2025 California – December 19, 2024 – Amaze, the leading platform for creator-powered commer |
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| December 17, 2024 |
Fresh Vine Wine Inc. Announces Exclusive Conversation with Aaron Day, CEO of Amaze Software, Inc. Exhibit 99.1 Fresh Vine Wine Inc. Announces Exclusive Conversation with Aaron Day, CEO of Amaze Software, Inc. CHARLOTTE, N.C., December 17, 2024 (GLOBE NEWSWIRE) – Fresh Vine Wine Inc. (NYSE American: VINE) (“Fresh Vine”) today announced an exclusive recorded conversation featuring Aaron Day, the CEO of Amaze Software, Inc. This follows Fresh Vine’s recent announcement of a definitive agreement ( |
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| December 17, 2024 |
Fresh Vine Wine Inc. Announces Exclusive Conversation with Aaron Day, CEO of Amaze Software, Inc. Exhibit 99.1 Fresh Vine Wine Inc. Announces Exclusive Conversation with Aaron Day, CEO of Amaze Software, Inc. CHARLOTTE, N.C., December 17, 2024 (GLOBE NEWSWIRE) – Fresh Vine Wine Inc. (NYSE American: VINE) (“Fresh Vine”) today announced an exclusive recorded conversation featuring Aaron Day, the CEO of Amaze Software, Inc. This follows Fresh Vine’s recent announcement of a definitive agreement ( |
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| December 17, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission F |
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| December 17, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2024 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorpor |
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| November 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2024 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission F |
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| November 22, 2024 |
Exhibit 99.1 |
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| November 14, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41147 Fresh Vine Wine, In |
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| November 7, 2024 |
Amendment No. 1 to Fresh Vine Wine, Inc. Bylaws Exhibit 3.1 AMENDMENT NO. 1 TO BYLAWS OF FRESH VINE WINE, INC. (A NEVADA CORPORATION) Effective Date: November 3, 2024 This Amendment No. 1 (this “Amendment”) to the Bylaws of Fresh Vine Wine, Inc., a Nevada corporation (the “corporation”) (the “Bylaws”), is made effective as of the date first above written in accordance with Article IX of the Bylaws, and hereby amends the Bylaws by adding a new A |
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| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2024 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| November 7, 2024 |
Exhibit 10.3 CANCELLATION OF PROMISSORY NOTE AND SECURITY AGREEMENT This Cancellation of Promissory Note and Security Agreement (the “Cancellation Agreement”) by and between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and Adifex Holdings LLC, a Delaware limited liability company (“Adifex”), is effective as of October 28, 2024. BACKGROUND A. The Company and Adifex entered into that |
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| November 7, 2024 |
Fresh Vine Wine and Amaze Software Merge to Redefine the Creator Powered Commerce Landscape Exhibit 99.1 FOR IMMEDIATE RELEASE Fresh Vine Wine and Amaze Software Merge to Redefine the Creator Powered Commerce Landscape Charlotte, North Carolina, November 4, 2024 — Fresh Vine Wine, Inc. (“Fresh Vine Wine”) (NYSE: VINE) and Amaze Software, Inc. (“Amaze”) (through Adifex Holdings LLC) have signed a definitive agreement to merge, uniting Fresh Vine Wine’s premium wine expertise with Amaze’s |
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| November 7, 2024 |
Exhibit 10.1 |
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| November 7, 2024 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among FRESH VINE WINE, INC., AMAZE HOLDINGS INC. VINE MERGER SUB INC. ADIFEX MERGER SUB LLC and ADIFEX HOLDINGS LLC Dated November 3, 2024 Table of Contents Section 1. Definitions and Interpretative Provisions. 2 1.1 Definitions. 2 1.2 Other Definitional and Interpretative Provisions 14 Section 2. Description of Transaction. 15 2.1 Closing Transact |
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| November 7, 2024 |
Exhibit 10.2 |
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| October 15, 2024 |
Fresh Vine Wine, Inc. Announces Letter of Intent for Business Combination Exhibit 99.1 Fresh Vine Wine, Inc. Announces Letter of Intent for Business Combination Charlotte, North Carolina, October 15, 2024 – Fresh Vine Wine, Inc., (NYSE American: VINE) (“Fresh Vine”), today announced that it has entered into a letter of intent (the “LOI”) with Adifex Holdings, LLC, a Delaware limited liability company (“Adifex”), and Adifex’s to be acquired subsidiary, Amaze Software, In |
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| October 15, 2024 |
Exhibit 10.8 SECURITY AGREEMENT This SECURITY AGREEMENT (the “Agreement”) is made and entered into effective as of October 7, 2024, by and between ADIFEX HOLDINGS, LLC, a limited liability company organized under the laws of the State of Delaware (the “Debtor”), and FRESH VINE WINE, INC., a corporation organized under the laws of the State of Delaware (the “Lender”). BACKGROUND A. The Debtor has e |
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| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2024 Fresh Vine Wine, Inc. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| October 15, 2024 |
Exhibit 10.5 EXECUTION COPY GUARANTY This Guaranty (this “Guaranty”), dated as of October 8, 2024, by Fresh Vine Wine, Inc., a Nevada corporation (together with its successors and, if permitted, assigns, the “Company”) and each of the other entities listed on the signature pages hereof as guarantor or that becomes a party hereto as such pursuant to 2.7 (the “Guarantors”), in favor of purchasers (t |
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| October 15, 2024 |
Form of Securities Purchase Agreement for Notes and Warrants, dated October 8, 2024 Exhibit 10.1 EXECUTION COPY SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 8, 2024, between Fresh Vine Wine, Inc., a Nevada corporation (the “Company” or the “Parent”), and the undersigned Purchaser (including its successors and assigns, a “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and a substan |
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| October 15, 2024 |
Exhibit 10.3 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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| October 15, 2024 |
Exhibit 10.2 NEITHER THIS SECURITY OR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NONE OF THEM MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTI |
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| October 15, 2024 |
Form of Securities Purchase Agreement for Series B Preferred Stock Exhibit 10.6 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2024, between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and the undersigned Purchaser (including such Purchaser’s successors and assigns, the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement, and pursuant to Section 4(a)(2) of th |
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| October 15, 2024 |
Promissory Note in favor Fresh Vine Wine, Inc., effective October 7, 2024 Exhibit 10.7 PROMISSORY NOTE Fresh Vine Wine, Inc. (hereinafter “Lender”) Adifex Holdings LLC 900 Foulk Road, Suite 201 Wilmington, DE 19803 (hereinafter “Borrower”) Up to $3,500,000 October 7, 2024 Note Amount Effective Date FOR VALUE RECEIVED, Borrower, jointly and severally if more than one, promises to pay to the order of Lender (which term shall include all subsequent holders of this Note) at |
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| October 15, 2024 |
Exhibit 10.4 EXECUTION COPY SECURITY AGREEMENT This Security Agreement (this “Agreement”), dated as of October 8, 2024, by Fresh Vine Wine, Inc., a Nevada corporation (together with its successors and, if permitted, assigns, the “Company”) and each of the other entities listed on the signature pages hereof as guarantor, including all majority owned subsidiaries of the Company, or that becomes a pa |
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| August 14, 2024 |
August 13, 2024 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| August 14, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41147 Fresh Vine Wine, Inc. (E |
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| August 1, 2024 |
Exhibit 10.1 TERMINATION AGREEMENT This TERMINATION AGREEMENT (this “Agreement”), dated as of July 31, 2024, is made and entered into by and between Fresh Vine Wine, Inc., a Nevada corporation (“Fresh Vine”) and Notes Live, Inc., a Colorado corporation (the “Company”). Capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as def |
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| August 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission File |
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| August 1, 2024 |
Fresh Vine Wine, Inc. and Notes Live, Inc. Mutually Agree to Terminate Merger Agreement Exhibit 99.1 Fresh Vine Wine, Inc. and Notes Live, Inc. Mutually Agree to Terminate Merger Agreement CHARLOTTE, N.C., August 1, 2024 - Fresh Vine Wine Inc. (NYSE American: VINE) (“Fresh Vine”) today announced it has agreed with Notes Live, Inc. to terminate their previously announced merger agreement, originally announced on January 29, 2024, pursuant to which Notes Live would have combined with, |
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| July 26, 2024 |
VINE / Fresh Vine Wine, Inc. / Apolant Stephen Edgar Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Fresh Vine Wine, Inc. (Name of Issuer) Common (Title of Class of Securities) 35804X101 (CUSIP Number) July 3, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| May 29, 2024 |
Form of Notes Live Compensatory Warrant Agreement Exhibit 99.57 THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED, TRANSFE |
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| May 29, 2024 |
Employment Agreement dated June 6, 2023 between Notes Live, Inc. and J.W. Roth Exhibit 99.22 EMPLOYMENT AGREEMENT THIS EMPLOYMENT Agreement (this “Agreement”) is dated as of this 6th day of June, 2023 (the “Effective Date”), between Notes Live, Inc., a Colorado corporation, its successors, and assigns (“Company” or “Corporation”), and J.W. Roth, an individual (“Executive”). Company and Employee may be referred to individually as a “Party,” or collectively as, the “Parties.” |
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| May 29, 2024 |
Exhibit 99.40 PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this “Agreement”), is made and entered into this 22nd day of June, 2021 (the “Effective Date”), by and between the GAINESVILLE REDEVELOPMENT AUTHORITY (the “Authority” or “Seller”) and GA EHA, LLC, a Colorado limited liability company (“Purchaser”). W I T N E S S E T H: WHEREAS, Purchaser wishes to develop that certain rea |
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| May 29, 2024 |
Form of Amended and Restated Leak-Out Agreement Exhibit 99.56 AMENDED AND RESTATED LEAK-OUT AGREEMENT This AMENDED AND RESTATED Leak-Out Agreement (this “Agreement”) is entered into effective as of [ ], 2024 (the “Effective Date”), by and between Notes Live, Inc., a Colorado corporation (the “Company”), and the undersigned holder (the “Stockholder”) of shares of the Company’s Class C Voting Common Stock. WHEREAS, Stockholder is the holder of th |
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| May 29, 2024 |
Exhibit 99.44 THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (“THE ACT”), NOR UNDER APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND STATE LAWS, THE AVAILABILITY OF WHICH IS TO |
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| May 29, 2024 |
Exhibit 99.19 T E N N E S S E E May 31, 2023 Robert Mudd Notes Live 1744 Telestar Drive Suite 500 Colorado Springs, CO 80920 Re: Development Agreement dated August 17, 2022 Bob: The City and Notes Live entered into the above-mentioned Development Agreement for Notes Live’s development of the Project as defined in the Agreement. Under the Agreement, the City transferred property to Notes Live for t |
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| May 29, 2024 |
Exhibit 99.43 This Instrument Prepared By: David A. Ives Deputy City Attorney City of Murfreesboro 11 W. Vine Street Murfreesboro, TN 37130 THE MAXIMUM PRINCIPAL INDEBTEDNESS FOR TENNESSEE RECORDING TAX PURPOSES IS EXEMPT. Tax Map 091H Group B Parcel 5.00 LIEN TO SECURE PERFORMANCE THIS LIEN TO SECURE PERFORMANCE (“Lien”) is executed this day of December 2022, among SUNSET ON THE STONES RIVER, LLC |
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| May 29, 2024 |
As filed with the Securities and Exchange Commission on May 28, 2024 As filed with the Securities and Exchange Commission on May 28, 2024 Registration No. |
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| May 29, 2024 |
Exhibit 99.53 CONFIDENTIAL SECOND AMENDMENT TO TICKETING SERVICES AGREEMENT This Second Amendment to the Ticketing Services Agreement (the “Second Amendment”) is entered into as of March 29, 2024 (the “Effective Date”), by and among AXS Group LLC (“AXS”), a Delaware limited liability company, and Notes Live, Inc., a Colorado corporation (“Client”), with reference to the following facts: WHEREAS, A |
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| May 29, 2024 |
Limited Continuing Guaranty by Old Mill, LLC in favor of Pinnacle Bank, dated December 28, 2022 Exhibit 99.49 LIMITED CONTINUING GUARANTY GUARANTY DATE December 28, 2022 GUARANTOR INFORMATION OLD MILL, LLC 337 E. PIKES PEAK AVENUE COLORADO SPRINGS, CO 80903 Type of Business Entity: Limited Liability Company State of Organization/Formation: Colorado BORROWER INFORMATION GA HIA, LLC 1755 TELSTAR DRIVE STE 501 COLORADO SPRINGS, CO 80920 Type of Business Entity: Limited Liability Company State o |
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| May 29, 2024 |
Exhibit 99.47 COMMERCIAL CONSTRUCTION TO PERMANENT LOAN AGREEMENT LOAN NUMBER AGREEMENT DATE 22016770 May 26, 2022 BORROWER INFORMATION GA HIA, LLC 1830 JET STREAM DRIVE COLORADO SPRINGS, CO 80921 GUARANTOR INFORMATION JAY WILLIAM ROTH 3941 HIGH FOREST ROAD COLORADO SPRINGS, CO 80908 DEFINITIONS “Agreement” means this Construction to Permanent Loan Agreement. “Advance” means Lender’s advance of an |
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| May 29, 2024 |
Exhibit 99.45 SUBLEASE AGREEMENT THIS SUBLEASE AGREEMENT (“Lease”) is made and entered into as of the 1st day of June, 2023 between The Sunset Amphitheater, LLC a Colorado limited liability company whose address is 1830 Jet Stream Drive, Colorado Springs, CO 80921, herein designated as the “Landlord,” and Sunset Operations, LLC, a Colorado limited liability company which is wholly owned by Notes L |
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| May 29, 2024 |
Commercial Promissory Note dated May 26, 2022 delivered by GA HIA, LLC in favor of Pinnacle Bank Exhibit 99.34 COMMERCIAL PROMISSORY NOTE LOAN NUMBER NOTE DATE PRINCIPAL AMOUNT LOAN TERM MATURITY DATE 22016770 May 26, 2022 $4,463,283.00 252 Months May 6, 2043 LOAN PURPOSE: 6 – Construction of Non Residential Structures BORROWER INFORMATION GA HIA, LLC 1830 JET STREAM DRIVE COLORADO SPRINGS, CO 80921 NOTE. This Commercial Promissory Note will be referred to in this document as the “Note.” CONS |
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| May 29, 2024 |
Exhibit 99.46 ASSIGNMENT AND ASSUMPTION OF LEASES THIS ASSIGNMENT AND ASSUMPTION OF LEASES (the “Assignment”) is made and entered into this day of December, 2022 by and between GA HIA, LLC, a Colorado limited liability company (“Assignor”), and MATTHEW R. CRADDOCK, AS TRUSTEE UNDER THE MATTHEW R. CRADDOCK IRREVOCABLE TRUST DATED NOVEMBER 5, 2020, a Colorado Irrevocable Trust (“Assignee”). RECITALS |
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| May 29, 2024 |
Exhibit 99.30 FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO THE LEASE AGREEMENT (“Amendment”) is made and entered into this 1st day of April 2022, between Hospitality Income & Asset, LLC, a Colorado limited liability company whose address is 1820 Jet Stream Drive, Colorado Springs, Co 80921, herein designated as the “Landlord,” and Bourbon Brothers Presents, LLC, a Colorado limited li |
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| May 29, 2024 |
Exhibit 99.23 THIS PROMISSORY NOTE AND ANY SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN E |
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| May 29, 2024 |
Exhibit 99.17 FOURTH AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT This FOURTH AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT (the “Fourth Amendment”) dated as of March 5, 2024, by and among SUNSET AT BROKEN ARROW, LLC, a Colorado limited liability company (the “Developer”), BROKEN ARROW ECONOMIC DEVELOPMENT AUTHORITY an Oklahoma public trust (the “Authority”), and the CITY OF BROKEN ARROW, OKLAHOMA, a |
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| May 29, 2024 |
Exhibit 99.18 PURCHASE AND SALES AGREEMENT ARTICLE 1 PROPERTY/PURCHASE PRICE 1.1 CERTAIN BASIC TERMS: (a) Purchaser and Notice Address: Sunset at Broken Arrow, LLC a Colorado limited liability company 1755 Telstar Drive #501 Colorado Springs, CO 80920 (b) Seller and Notice Address: City of Broken Arrow a Municipal corporation 220 South First Street Broken Arrow, Oklahoma 74012 (c) Effective Date o |
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| May 29, 2024 |
Exhibit 99.51 MARKETING AND CONSULTING SERVICES AGREEMENT THIS MARKETING AND CONSULTING SERVICES AGREEMENT (this “Agreement”) is made and entered into as of January 25, 2023, by and between NOTES LIVE, INC. and Chad Hennings, an individual (the “CONSULTANT”). NOTES LIVE desires to have the CONSULTANT provide NOTES LIVE, and the CONSULTANT desires to provide NOTES LIVE, with certain services, all i |
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| May 29, 2024 |
Exhibit 99.33 SBA Loan #1793807405 Application #3300493802 LOAN AUTHORIZATION AND AGREEMENT (LA&A) A PROPERLY SIGNED DOCUMENT IS REQUIRED PRIOR TO ANY DISBURSEMENT CAREFULLY READ THE LA&A: This document describes the terms and conditions of your loan. It is your responsibility to comply with ALL the terms and conditions of your loan. SIGNING THE LA&A: All borrowers must sign the LA&A. ● Sign your |
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| May 29, 2024 |
Exhibit 99.12 TAD DEVELOPMENT AGREEMENT This Development Agreement (this “Agreement”), dated as of the 12th day of September, 2022, is made by and between the City of Gainesville, Georgia, a municipal corporation of the State of Georgia (the “City”) and GA HIA, LLC (hereinafter referred to as “Developer”), a Georgia limited liability company, as Developer. ARTICLE I RECITALS WHEREAS, the City is d |
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| May 29, 2024 |
Exhibit 99.27 FIRST AMENDMENT TO LEASE AGREEMENT THIS FIRST AMENDMENT TO THE LEASE AGREEMENT (“Amendment”) is made and entered into this 1st day of June 2014, between Bourbon Brothers, LLC, a Colorado limited liability company whose address is 2 N. Cascade Ave., Ste. 1400, Colorado Springs, Co 80903, herein designated as the “Landlord,” Bourbon Brothers Southern Kitchen Colorado Springs, LLC, a Co |
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| May 29, 2024 |
Exhibit 99.48 LIMITED CONTINUING GUARANTY GUARANTY DATE December 28, 2022 GUARANTOR INFORMATION MATTHEW R. CRADDOCK IRREVOCABLE TRUST 337 EAST PIKES PEAK AVENUE COLORADO SPRINGS, CO 80903 Type of Entity: Trust State of Organization/Formation: Colorado BORROWER INFORMATION GA HIA, LLC 1755 TELSTAR DRIVE STE 501 COLORADO SPRINGS, CO 80920 Type of Business Entity: Limited Liability Company State of O |
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| May 29, 2024 |
Exhibit 99.37 COMMERCIAL CONSTRUCTION TO PERMANENT LOAN AGREEMENT LOAN NUMBER AGREEMENT DATE 22016770Ml December 28, 2022 BORROWER INFORMATION GA HIA, LLC 1755 TELSTAR DRIVE STE 501 COLORADO SPRINGS, CO 80920 GUARANTOR INFORMATION JAY WILLIAM ROTH 3941 HIGH FOREST RD COLORADO SPRINGS, CO 80908 OLD MILL, LLC 337 E PIKES PEAK AVE, STE 200 COLORADO SPRINGS, CO 80906 MATTHEW R. CRADDOCK IRREVOCABLE TR |
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| May 29, 2024 |
Exhibit 99.14 FIRST AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT This FIRST AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT (the “First Amendment”) dated as of January 31, 2024, by and among SUNSET AT BROKEN ARROW, LLC, a Colorado limited liability company (the “Developer”), BROKEN ARROW ECONOMIC DEVELOPMENT AUTHORITY an Oklahoma public trust (the “Authority”), and the CITY OF BROKEN ARROW, OKLAHOMA, a |
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| May 29, 2024 |
Exhibit 99.32 LEASE AGREEMENT THIS LEASE AGREEMENT (“Lease”) is made and entered into this 26th day of September 2022 between SUNSET ON THE STONES RIVER, LLC a Colorado limited liability company whose address is 1755 Telstar Drive Ste 501, Colorado Springs, CO 80920, herein designated as the “Landlord,” and STONES RIVER HOLDING COMPANY, LLC, a Colorado based limited liability company whose address |
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| May 29, 2024 |
Ticketing Services Agreement between Notes Live, Inc. and AXS Group LLC, dated May 1, 2023 Exhibit 99.52 CONFIDENTIAL TICKETING SERVICES AGREEMENT This Ticketing Services Agreement (this “Agreement”) is entered into as of May 1, 2023 (the “Effective Date”), by and between AXS Group LLC, a Delaware limited liability company (“AXS”), and Notes Live, Inc., a Colorado corporation (“Client”), with reference to the following facts: WHEREAS, AXS owns and operates AXS.com and the related back o |
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| May 29, 2024 |
Exhibit 99.15 SECOND AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT This SECOND AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT (the “Second Amendment”) dated as of February 20, 2024, by and among SUNSET AT BROKEN ARROW, LLC, a Colorado limited liability company (the “Developer”), BROKEN ARROW ECONOMIC DEVELOPMENT AUTHORITY an Oklahoma public trust (the “Authority”), and the CITY OF BROKEN ARROW, OKLAHOM |
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| May 29, 2024 |
Exhibit 99.42 CHANGE IN TERMS AGREEMENT Borrower: Hospitality Income & Ascot, LLC 1830 Jet Stream Drive Colorado Springs, CO 80921 Lender: Integrity Bank & Trust 1275 Village Ridge Point Monument, CO 80132 Principal Amount: $3,778,845.95 Date of Agreement: July 1, 2021 DESCRIPTION OF EXISTING INDEBTEDNESS. Note #3396 dated 11-10-2017 in the original principal amount of $3,286,859.00. DESCRIPTION O |
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| May 29, 2024 |
Exhibit 99.31 LEASE AGREEMENT THIS LEASE AGREEMENT (“Lease”) is made and entered into this 1st day of April 2022 between GAHIA, LLC a Colorado limited liability company whose address is 1830 Jet Stream Drive, Colorado Springs, CO 80921, herein designated as the “Landlord,” and Bourbon Brothers Smokehouse and Tavern GA, LLC, a Georgia based limited liability company whose address 1830 Jet Stream Dr |
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| May 29, 2024 |
Exhibit 99.35 UNLIMITED CONTINUING GUARANTY GUARANTY DATE May 26, 2022 GUARANTOR INFORMATION JAW WILLIAM ROTH 3941 HIGH FOREST ROAD COLORADO SPRINGS, CO 80908 Type of Entity: Individual State of Organization/Formation: Colorado BORROWER INFORMATION GA HIA, LLC 1830 JET STREAM DRIVE COLORADO SPRINGS, CO 80921 Type of Business Entity: Limited Liability Company State of Organization/Formation: Colora |
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| May 29, 2024 |
Exhibit 99.13 ECONOMIC DEVELOPMENT AGREEMENT BY AND AMONG SUNSET AT BROKEN ARROW, LLC and BROKEN ARROW ECONOMIC DEVELOPMENT AUTHORITY and CITY OF BROKEN ARROW, OKLAHOMA Dated as of October 3, 2023 ECONOMIC DEVELOPMENT AGREEMENT This ECONOMIC DEVELOPMENT AGREEMENT (the “Agreement”) dated as of October 3, 2023, by and among SUNSET AT BROKEN ARROW, LLC, a Colorado limited liability company (the “Deve |
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| May 29, 2024 |
Exhibit 99.20 CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY, IF PUBLICLY DISCLOSED. EXCLUSIVE OPERATING AGREEMENT THIS EXCLUSIVE OPERATING AGREEMENT (this “Agreement”) dated this 14th day of June, 2023 (the “Effective Date”), is by and between AEG Presents – Rocky M |
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| May 29, 2024 |
Exhibit 99.38 AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY This Agreement for Purchase and Sale of Real Property (the “Agreement”) is entered into by and between NORTHGATE PROPERTIES, LLC, a limited liability company organized under the laws of the State of Colorado or its assigns (“Seller”), and NOTES LIVE REAL ESTATE AND DEVELOPMENT LLC, a limited liability company organized under the laws o |
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| May 29, 2024 |
Lease Agreement between 13141 BP, LLC and Buttermilk Eatery LLC, dated January 20, 2020 Exhibit 99.41 LEASE AGREEMENT THIS LEASE AGREEMENT (“Lease”) is made and entered into this 20th day of January 2020 between 13141 BP, LLC, a Colorado limited liability company whose address is 1830 Jet Stream Drive, Colorado Springs, CO 80921, herein designated as the “Landlord,” and Buttermilk Eatery, LLC, a Colorado limited liability company whose address 1830 Jet Stream Drive, Colorado Springs, |
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| May 29, 2024 |
Exhibit 99.54 CONFIDENTIAL AMENDMENT TO TICKETING SERVICES AGREEMENT SUNSET AMPHITHEATER This Amendment to the Ticketing Services Agreement (the “Amendment”) is entered into as of March 29, 2024 (the “Effective Date”), by and among AXS Group LLC (“AXS”), a Delaware limited liability company, and Notes Live, Inc., a Colorado corporation (“Client”), with reference to the following facts: WHEREAS, AX |
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| May 29, 2024 |
Subscription Agreement for Equity Investment in Notes Live, Inc. dated as of December 1, 2023. Exhibit 10.16 THIS SUBSCRIPTION AGREEMENT RELATES TO AN OFFERING OF SECURITIES IN TRANSACTIONS INTENDED TO BE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR ANY U.S. STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, OR OTHERWISE TRANSFERRED E |
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| May 29, 2024 |
Licensing Agreement between Notes Live, Inc. and Roth Premium Foods, LLC, dated May 18, 2022 Exhibit 99.50 Licensing Agreement This Licensing Agreement (this “Agreement”) is made effective as of May 18, 2022 between Notes Live, LLC (“Licensor”), a Colorado limited liability company located at 1755 Telstar Drive, Suite 501, Colorado Springs, CO 80920, and Roth Premium Foods, LLC (“Licensee”), a Colorado limited liability company located at 1830 Jet Stream Drive, Colorado Springs, CO 80921. |
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| May 29, 2024 |
Exhibit 99.16 THIRD AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT This THIRD AMENDMENT TO ECONOMIC DEVELOPMENT AGREEMENT (the “Third Amendment”) dated as of March 5, 2024, by and among SUNSET AT BROKEN ARROW, LLC, a Colorado limited liability company (the “Developer”), BROKEN ARROW ECONOMIC DEVELOPMENT AUTHORITY an Oklahoma public trust (the “Authority”), and the CITY OF BROKEN ARROW, OKLAHOMA, a mu |
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| May 29, 2024 |
Exhibit 99.24 DEED OF TRUST THIS DEED OF TRUST is made this day of January, 2024, between NOTES LIVE REAL ESTATE AND DEVELOPMENT, LLC, a Colorado limited liability company (Borrower), whose address is 1755 Telstar Dr. Suite 501 Colorado Springs, CO; and the Public Trustee of the County in which the Property (see § 1) is situated (Trustee); for the benefit of KWO, LLC, a Colorado limited liability |
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| May 29, 2024 |
Guarantees Fee Agreement dated February 2024 by and between Notes Live, Inc. and J. W. Roth Exhibit 99.25 GUARANTEES FEE AGREEMENT THIS GUARANTEES FEE AGREEMENT (“Agreement”) is made as of February , 2024, by and between Notes Live, Inc., a Colorado corporation (“Company”), and J. W. Roth, individually (“Guarantor”). WITNESSETH: WHEREAS, Company (either directly or through a subsidiary), as debtor, obligor or maker, has entered into certain loan and debt obligations as summarized on the |
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| May 29, 2024 |
Exhibit 99.21 CERTAIN IDENTIFIED INFORMATION, MARKED BY [***], HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY, IF PUBLICLY DISCLOSED. EXCLUSIVE OPERATING AGREEMENT THIS EXCLUSIVE OPERATING AGREEMENT (this “Agreement”) dated January 22, 2024 (the “Effective Date”), is by and between Live Nation Worldwide, Inc., a De |
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| May 29, 2024 |
Exhibit 99.39 AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY This Agreement for Purchase and Sale of Real Property (the “Agreement”) is entered into by and between NORTHGATE PROPERTIES, LLC, a limited liability company organized under the laws of the State of Colorado or its assigns (“Seller”), and NOTES LIVE REAL ESTATE AND DEVELOPMENT LLC, a limited liability company organized under the laws o |
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| May 29, 2024 |
Exhibit 99.28 ASSIGNMENT AND TRANSFER OF LEASE AGREEMENT This Assignment and Transfer of Lease Agreement (“Agreement”) is entered into this 27th day of March, 2017 by and among Bourbon Brothers, LLC d/b/a Hospitality Income & Asset, LLC (“HIA” and “Landlord”), Bourbon Brothers Smokehouse and Tavern CS, LLC ( “BBSTCS”), Art Dimensions, Inc. d/b/a Southern Concepts Restaurant Group, Inc. (“SCRG”) an |
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| May 29, 2024 |
Change in Terms Agreement between GA HIA, LLC and Pinnacle Bank, dated December 28, 2022 Exhibit 99.36 COMMERCIAL CONSTRUCTION TO PERMANENT LOAN AGREEMENT LOAN NUMBER ORIGINAL PRINCIPAL BALANCE ORIGINAL AGREEMENT DATE EFFECTIVE DATE 22016770Ml $4,460,269.00 May 26, 2022 December 28, 2022 DESCRIPTION OF THE EXISTING DEBT Commercial Real Estate BORROWER INFORMATION GA HIA, LLC 1755 TELSTAR DRIVE STE 501 COLORADO SPRINGS, CO 80920 GUARANTOR INFORMATION JAY WILLIAM ROTH 3941 HIGH FOREST R |
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| May 29, 2024 |
Exhibit 99.10 CHAPTER 380, GRANT, AND DEVELOPMENT AGREEMENT by and among CITY OF MCKINNEY, TEXAS, MCKINNEY ECONOMIC DEVELOPMENT CORPORATION, MCKINNEY COMMUNITY DEVELOPMENT CORPORATION as City Parties and NOTES LIVE, INC., as Owner Dated as of April 16, 2024 SUNSET AMPHITHEATER MCKINNEY, TEXAS TABLE OF CONTENTS Page Article I. GENERAL TERMS 1 1.1 Definitions and Usage 1 1.2 Governing Provisions 1 A |
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| May 29, 2024 |
Exhibit 99.29 LEASE AGREEMENT THIS LEASE AGREEMENT (“Lease”) is made and entered into this 23w day of October, 2018 between Hospitality Income & Asset, LLC (filch Bourbon Brothers, LLC), a Colorado limited liability company whose address is 1830 Jet Stream Drive, Colorado Springs, CO 80921, herein designated as the “Landlord,” and Bourbon Brothers Presents, LLC, a Colorado limited liability compan |
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| May 29, 2024 |
Notes Live, Inc. 2023 Omnibus Incentive Compensation Plan Exhibit 99.55 Notes Live, Inc. 2023 Omnibus Incentive Compensation Plan CONTENTS Article 1. Establishment, Objectives and Duration 1 Article 2. Definitions 1 Article 3. Administration 6 Article 4. Shares Subject to the Plan and Maximum Awards and Substituted Awards 8 Article 5. Eligibility and Participation 10 Article 6. Stock Options 11 Article 7. Stock Appreciation Rights 13 Article 8. Restricte |
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| May 29, 2024 |
Exhibit 99.26 LEASE AGREEMENT THIS LEASE AGREEMENT (“Lease”) is made and entered into this 29th day of May, 2013 between Bourbon Brothers, LLC, a Colorado limited liability company whose address is 2 N. Cascade Ave., Ste. 1400, Colorado Springs, Co 80903, herein designated as the “Landlord,” and Bourbon Brothers Smokehouse and Tavern Colorado Springs, LLC, a Colorado limited liability partnership |
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| May 29, 2024 |
Exhibit 99.11 DEVELOPMENT AGREEMENT This Development Agreement (Agreement”), by and between the City of Murfreesboro (“City’) and Notes Live, Inc., a Colorado corporation (“Notes Live”), is effective as of 8 - 17, 2022 (the “Effective Date”) for the purpose of directing the development of land owned by the City on Medical Center Parkway and Gateway Blvd with a specific economic development project |
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| May 14, 2024 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41147 Fresh Vine Wine, Inc. ( |
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| May 7, 2024 |
VINE / Fresh Vine Wine, Inc. / Novak Damian - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND AMENDMENT THERETO FILED PURSUANT TO §240.13d-1(a) (Amendment No. 3 )* FRESH VINE WINE, INC. (Name of Issuer) Common Stock, $.001 par value per share (Title of Class of Securities) 35804X 101 (CUSIP Number) Damian Novak 3655 |
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| April 2, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2024, between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and the undersigned Purchaser (including such Purchaser’s successors and assigns, the “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement, and pursuant to Section 4(a)(2) of th |
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| April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2024 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 2, 2024 |
Exhibit 4.1 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “Securities ACT”) OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION |
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| March 29, 2024 |
Consent of David Lavigne to be named as a Director. Exhibit 99.8 Consent to be Named as a Director In connection with the filing by Fresh Vine Wine, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amen |
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| March 29, 2024 |
Consent of Chad Hennings to be named as a Director. Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Fresh Vine Wine, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amen |
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| March 29, 2024 |
Consent of Heather Atkinson to be named as a Director. Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Fresh Vine Wine, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amen |
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| March 29, 2024 |
Consent of Steve Cominsky to be named as a Director. Exhibit 99.6 Consent to be Named as a Director In connection with the filing by Fresh Vine Wine, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amen |
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| March 29, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) FRESH VINE WINE, INC. |
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| March 29, 2024 |
As filed with the Securities and Exchange Commission on March 29, 2024 As filed with the Securities and Exchange Commission on March 29, 2024 Registration No. |
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| March 29, 2024 |
Consent of Mitchell Roth to be named as a Director. Exhibit 99.9 Consent to be Named as a Director In connection with the filing by Fresh Vine Wine, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amen |
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| March 29, 2024 |
Consent of Matt Craddock to be named as a Director. Exhibit 99.7 Consent to be Named as a Director In connection with the filing by Fresh Vine Wine, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amen |
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| March 29, 2024 |
Consent of JW Roth to be named as a Director. Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Fresh Vine Wine, Inc. (the “Company”) of the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registration Statement and any and all amen |
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| March 29, 2024 |
Subsidiaries of Fresh Vine, Inc. Exhibit 21.1 FRESH VINE WINE, INC. SUBSIDIARIES OF THE REGISTRANT Subsidiary Jurisdiction of Incorporation FVW Merger Sub, Inc. Colorado |
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| March 20, 2024 |
Exhibit 3.1 FRESH VINE WINE, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK PURSUANT TO THE NEVADA REVISED STATUTES The undersigned, Michael Pruitt, does hereby certify that: 1. He is the Chief Executive Officer of Fresh Vine Wine, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue 25,000,000 sha |
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| March 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 8, 2024 |
Exhibit 3.5 BYLAWS OF FRESH VINE WINE, INC. (A NEVADA CORPORATION) (As amended, effective January 25, 2024) ARTICLE I—OFFICES Section 1.01 Registered Office. The corporation shall maintain in the State of Nevada a registered office and a registered agent whose business office is identical with such registered office. Section 1.02 Locations of Offices. The corporation may also have offices at such |
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| March 8, 2024 |
Fresh Vine Wine, Inc. Policy on Avoidance of Insider Trading Exhibit 19.1 FRESH VINE WINE, INC. POLICY ON AVOIDANCE OF INSIDER TRADING Updates adopted as of November 2, 2023 The Board of Directors of Fresh Vine Wine, Inc. (the “Company”) has adopted this Insider Trading Policy for our directors, employees (including officers) and consultants with respect to the trading of the Company’s securities, as well as the securities of publicly traded companies with |
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| March 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-41147 FRESH VINE WINE, INC. |
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| March 8, 2024 |
Fresh Vine Wine, Inc. Clawback Policy Exhibit 97.1 Clawback Policy (Adopted as of November 2, 2023) The Board of Directors (the “Board”) of Fresh Vine Wine, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to adopt this Clawback Policy (the “Policy”), which provides for the recovery of certain incentive compensation in the event of an Accounting Restatement (as defined below). This Pol |
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| February 9, 2024 |
VINE / Fresh Vine Wine, Inc. / CSS LLC/IL - CSS LLC/IL Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Fresh Vine Wine, Inc. (Name of Issuer) Common (Title of Class of Securities) 35804x101 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedul |
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| February 7, 2024 |
VINE / Fresh Vine Wine, Inc. / Nechio Rick - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment SC 13D/A 1 ea193042-13da3nechiofresh.htm AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND AMENDMENT THERETO FILED PURSUANT TO §240.13d-1(a) (Amendment No. 3 )* FRESH VINE WINE, INC. (Name of Issuer) Common Stock, $.001 par value per share ( |
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| February 7, 2024 |
EX-10.3 2 ea193042ex10-3freshvine.htm LOCK-UP AGREEMENT DATED AS OF JANUARY 24, 2024 AMONG THE REPORTING PERSON, THE ISSUER AND NOTES LIVE, INC Exhibit 10.3 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of January 24, 2024, by and among (i) Fresh Vine Wine, Inc., a Nevada corporation (“Fresh Vine”); (ii) Notes Live, Inc., a Colorado corporation (the “Compa |
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| January 29, 2024 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among: FRESH VINE WINE, INC; FVW Merger Sub, INC.; and NOTES LIVE, INC. Dated as of January 25, 2024 Table of Contents Section 1. Definitions and Interpretative Provisions 2 1.1 Definitions 2 Section 2. Description of Transaction 14 2.1 Conversion; Reverse Split; Merger. 14 2.2 Effects of the Merger 14 2.3 Closing; Effective Time 14 2.4 Organizational Docum |
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| January 29, 2024 |
Form of Notes Live Voting and Support Agreement Exhibit 10.1 FORM OF VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”), dated as of [●], 2024, is entered into by and among Fresh Vine Wine, Inc., a Nevada corporation (“Parent”), FVW Merger Sub, Inc., a Colorado corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned shareholder (“Shareholder”) of Notes Live, Inc., a Colorado corpora |
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| January 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 29, 2024 |
Amendment No. 1 to Fresh Vine Wine, Inc. Bylaws Exhibit 3.1 AMENDMENT NO. 1 TO BYLAWS OF FRESH VINE WINE, INC. (A NEVADA CORPORATION) Effective Date: January 25, 2024 This Amendment No. 1 (this “Amendment”) to the Bylaws of Fresh Vine Wine, Inc., a Nevada corporation (the “corporation”) (the “Bylaws”), is made effective as of the date first above written in accordance with Article IX of the Bylaws, and hereby amends the Bylaws by adding a new A |
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| January 29, 2024 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among: FRESH VINE WINE, INC; FVW Merger Sub, INC.; and NOTES LIVE, INC. Dated as of January 25, 2024 Table of Contents Section 1. Definitions and Interpretative Provisions 2 1.1 Definitions 2 Section 2. Description of Transaction 14 2.1 Conversion; Reverse Split; Merger. 14 2.2 Effects of the Merger 14 2.3 Closing; Effective Time 14 2.4 Organizational Docum |
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| January 29, 2024 |
Exhibit 10.1 FORM OF VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”), dated as of [●], 2024, is entered into by and among Fresh Vine Wine, Inc., a Nevada corporation (“Parent”), FVW Merger Sub, Inc., a Colorado corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned shareholder (“Shareholder”) of Notes Live, Inc., a Colorado corpora |
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| January 29, 2024 |
Exhibit 10.3 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], 2024, by and among (i) Fresh Vine Wine, Inc., a Nevada corporation (“Fresh Vine”); (ii) Notes Live, Inc., a Colorado corporation (the “Company”) and (iii) each of the undersigned Holders (each a “Holder”). WHEREAS, this Agreement is executed in connection with that certain Agreement |
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| January 29, 2024 |
Exhibit 99.1 Fresh Vine Wine, Inc. Signs Definitive Agreement To Acquire Live Entertainment Company Notes Live, Inc. Founder of Notes Live, JW Roth, to Assume Role of Chairman & CEO Transaction Anticipated To Close In June 2024 CHARLOTTE, N.C., January 29, 2024 (GLOBE NEWSWIRE) - Fresh Vine Wine Inc. (NYSE American: VINE) (“Fresh Vine”) today announced it has executed a definitive merger agreement |
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| January 29, 2024 |
Exhibit 10.2 FORM OF VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”), dated as of [●], 2024, is entered into by and between Notes Live, Inc., a Colorado corporation (the “Company”), Fresh Vine Wine, Inc., a Nevada corporation (“Parent”), and the undersigned shareholder of Parent (“Shareholder”). All terms used but not otherwise defined in this Agreement shall have |
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| January 29, 2024 |
Amendment No. 1 to Fresh Vine Wine, Inc. Bylaws Exhibit 3.1 AMENDMENT NO. 1 TO BYLAWS OF FRESH VINE WINE, INC. (A NEVADA CORPORATION) Effective Date: January 25, 2024 This Amendment No. 1 (this “Amendment”) to the Bylaws of Fresh Vine Wine, Inc., a Nevada corporation (the “corporation”) (the “Bylaws”), is made effective as of the date first above written in accordance with Article IX of the Bylaws, and hereby amends the Bylaws by adding a new A |
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| January 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 29, 2024 |
Exhibit 10.3 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of [●], 2024, by and among (i) Fresh Vine Wine, Inc., a Nevada corporation (“Fresh Vine”); (ii) Notes Live, Inc., a Colorado corporation (the “Company”) and (iii) each of the undersigned Holders (each a “Holder”). WHEREAS, this Agreement is executed in connection with that certain Agreement |
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| January 29, 2024 |
Exhibit 99.1 Fresh Vine Wine, Inc. Signs Definitive Agreement To Acquire Live Entertainment Company Notes Live, Inc. Founder of Notes Live, JW Roth, to Assume Role of Chairman & CEO Transaction Anticipated To Close In June 2024 CHARLOTTE, N.C., January 29, 2024 (GLOBE NEWSWIRE) - Fresh Vine Wine Inc. (NYSE American: VINE) (“Fresh Vine”) today announced it has executed a definitive merger agreement |
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| January 29, 2024 |
Form of Fresh Vine Voting and Support Agreement Exhibit 10.2 FORM OF VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”), dated as of [●], 2024, is entered into by and between Notes Live, Inc., a Colorado corporation (the “Company”), Fresh Vine Wine, Inc., a Nevada corporation (“Parent”), and the undersigned shareholder of Parent (“Shareholder”). All terms used but not otherwise defined in this Agreement shall have |
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| December 13, 2023 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2023 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission F |
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| December 11, 2023 |
VINE / Fresh Vine Wine Inc / Apolant Stephen Edgar Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Fresh Vine Wine, Inc. (Name of Issuer) Common (Title of Class of Securities) 35804X101 (CUSIP Number) November 13, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule |
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| December 4, 2023 |
Exhibit 99.1 Fresh Vine Wine, Inc. Enters Into Letter of Intent With Live Entertainment and Hospitality Company Notes Live, Inc. CHARLOTTE, N.C., Dec. 04, 2023 (GLOBE NEWSWIRE) - Fresh Vine Wine Inc. (NYSE American: VINE) (“Fresh Vine”) today announced it has entered into a non-binding letter of intent for a business combination transaction with Notes Live, Inc. (“Notes Live"), the Colorado-based |
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| December 4, 2023 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2023 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| November 27, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2023 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission F |
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| November 14, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41147 Fresh Vine Wine, In |
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| November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2023 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| September 18, 2023 |
VINE / Fresh Vine Wine Inc / CSS LLC/IL - CSS LLC/IL Passive Investment SC 13G/A 1 vinea191823.htm CSS LLC/IL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Fresh Vine Wine, Inc. (Name of Issuer) Common (Title of Class of Securities) 35804x101 (CUSIP Number) September 14, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| September 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2023 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission F |
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| August 14, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41147 Fresh Vine Wine, Inc. (E |
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| August 2, 2023 |
Exhibit 10.1 EXECUTION COPY SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 2, 2023, between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and the undersigned Purchasers (including their successors and assigns, each a “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement, and pursuant to Secti |
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| August 2, 2023 |
Exhibit 3.2 FRESH VINE WINE, INC. AMENDMENT NO. 1 TO THE CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO THE NEVADA REVISED STATUTES The undersigned, Michael Pruitt, does hereby certify that: 1. He is the Chief Executive Officer of Fresh Vine Wine, Inc., a Nevada corporation (the “Corporation”). 2. The following resolutions were |
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| August 2, 2023 |
Exhibit 3.1 FRESH VINE WINE, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO THE NEVADA REVISED STATUTES The undersigned, Michael Pruitt, does hereby certify that: 1. He is the Chief Executive Officer of Fresh Vine Wine, Inc., a Nevada corporation (the “Corporation”). 2. The Corporation is authorized to issue 25,000,000 sha |
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| August 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2023 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2023 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporatio |
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| July 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 14, 2023 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission File |
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| May 31, 2023 |
Restricted Stock Agreement dated May 25, 2023 by and between Fresh Vine Wine, Inc. and Hitesh Dheri Exhibit 10.2 FRESH VINE WINE, INC. Restricted Stock Agreement (Employee Inducement Grant) This Restricted Stock Agreement (the “Agreement”) is made effective as of May 25, 2023 by and between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and Hitesh Dheri (“Employee”). Background A. The Company has adopted the Fresh Vine Wine, Inc. 2021 Equity Incentive Plan (as the same shall have b |
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| May 31, 2023 |
Stock Option Agreement dated May 25, 2023 by and between Fresh Vine Wine, Inc. and Hitesh Dheri Exhibit 10.3 FRESH VINE WINE, INC. STOCK OPTION AGREEMENT (Employee Inducement Grant) This Stock Option Agreement (the “Agreement”) is made and entered into as of May 25, 2023 by and between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and Hitesh Dheri (“Employee”). Background A. The Company has adopted the Fresh Vine Wine, Inc. 2021 Equity Incentive Plan (as the same shall have be |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2023 Fresh Vine Wine, Inc. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission File N |
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| May 31, 2023 |
Exhibit 10.1 EMPLOYMENT AGREEMENT The Employment Agreement (the “Agreement”) is made and entered into effective as of May 25, 2023 (the “Effective Date”) by and between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and Hitesh Dheri (“Employee”) (the Company and Employee are referred to herein individually as a “Party” and collectively as the “Parties”). WHEREAS, the Company desires |
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| May 31, 2023 |
Exhibit 10.4 FRESH VINE WINE, INC. Restricted Stock UNIT Agreement (Employee Inducement Grant) THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), made effective as of May 25, 2023 (the “Grant Date”) is by and between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and Hitesh Dheri (“Employee”). Background A. The Company has adopted the Fresh Vine Wine, Inc. 2021 Equity Incentive |
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| May 22, 2023 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41147 Fresh Vine Wine, Inc. ( |
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| May 16, 2023 |
NT 10-Q 1 ea178602-nt10qfreshvine.htm NOTIFICATION OF LATE FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number 001-41147 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Trans |
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| May 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2023 Fresh Vine Wine, Inc. (Exact name of registrant as specified in its charter) Nevada 001-41147 87-3905007 (State or Other Jurisdiction of Incorporation) (Commission File Nu |
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| April 27, 2023 |
Exhibit 10.1 EMPLOYMENT AGREEMENT The Employment Agreement (the “Agreement”) is made and entered into effective as of April 25, 2023 (the “Effective Date”) by and between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and Roger Cockroft (“Employee”) (the Company and Employee are referred to herein individually as a “Party” and collectively as the “Parties”). WHEREAS, the Company desi |
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| April 27, 2023 |
Stock Option Agreement dated April 25, 2023 by and between Fresh Vine Wine, Inc. and Roger Cockroft Exhibit 10.3 FRESH VINE WINE, INC. STOCK OPTION AGREEMENT (Employee Inducement Grant) This Stock Option Agreement (the “Agreement”) is made and entered into as of April 25, 2023 by and between Fresh Vine Wine, Inc., a Nevada corporation (the “Company”), and Roger Cockroft (“Employee”). Background A. The Company has adopted the Fresh Vine Wine, Inc. 2021 Equity Incentive Plan (as the same shall hav |
