Current Report Filing (8-k)
February 25 2022 - 5:05PM
Edgar (US Regulatory)
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2022-02-24
2022-02-24
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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 24, 2022
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 Number) |
|
(I.R.S.
Employer
Identification No.) |
505
Highway 169 North, Suite 255
Plymouth,
MN 55441
(Address
of Principal Executive Offices) (Zip Code)
(855)
766-9463
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
stock, par value $0.001 per share |
|
VINE |
|
NYSE
American |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
On February
24, 2022 (the “Settlement Date”), Timothy Michaels, the former Chief Operating Officer of Fresh Vine Wine, Inc. (the “Company”),
signed a Separation Agreement and Release (the “Separation Agreement”) in connection with the termination of his employment
with the Company, which occurred on February 7, 2022. Pursuant to the Separation Agreement, among other things, the Company agreed to
provide Mr. Michaels with certain separation benefits. These separation benefits include a lump sum cash payment to Mr. Michaels in the
amount of $160,000, and an additional $15,000 cash payment in respect of legal expenses incurred by Mr. Michaels in negotiating the Separation
Agreement, in each case less relevant taxes and other withholdings. In addition, the Settlement Agreement provided that the Company and
Mr. Michaels would amend the Restricted Stock Unit Agreement dated December 17, 2021 between the parties (the “RSU Agreement”)
to (i) acknowledge that the 251,851 restricted stock units (the “Units”) granted under the RSU Agreement were not forfeited
as a result of the termination of Mr. Michael’s employment with the Company, (ii) accelerate the vesting of all 251,851 Units as
of the Settlement Date, and (iii) provide for the delivery to Mr Michaels of the 251,851 shares of the Company’s common stock issuable
upon such vesting of the Units (the “Shares”) as soon as administratively practicable following such vesting, but no later
than three (3) days thereafter, subject to the Company’s collection from Mr. Michaels of tax withholding amounts required to be
remitted by the Company as a result of such delivery of shares. In addition, pursuant to the Settlement Agreement, Mr. Michaels and the
Company generally released each other from any and all claims each may have against the other and agreed to a mutual non-disparagement
covenant. The Company’s release is conditioned upon Mr. Michaels not revoking his release of certain claims during the applicable
revocation periods.
On February
24, 2022, and as contemplated by the Separation Agreement, the Company and Mr. Michaels entered into Amendment No. 1 to the RSU Agreement
(the “Amendment”), in order to amend the RSU Agreement in the manner described above.
The foregoing
descriptions of the material terms of the Separation Agreement and the Amendment are not complete and are qualified in its entirety by
reference to the full text thereof, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, respectively,
and are incorporated herein by reference
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
FRESH
VINE WINE, INC. |
|
|
|
Date:
February 25, 2022 |
By: |
/s/
Elliot Savoie |
|
|
Elliot
Savoie |
|
|
Chief
Financial Officer |
2
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