Current Report Filing (8-k)
June 30 2022 - 4:14PM
Edgar (US Regulatory)
0001880343
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0001880343
2022-06-24
2022-06-24
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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):
June 24, 2022
Fresh Vine
Wine, Inc.
(Exact name of registrant as specified in its charter)
Nevada |
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001-41147 |
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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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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) |
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Name of each exchange on which registered |
Common stock, par value $0.001 per share |
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VINE |
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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.
Ellen Scipta Resignation
Effective June 24, 2022, Ellen Scipta resigned as Chief Financial Officer
of Fresh Vine Wine, Inc. (the “Company”). In connection with her resignation, the Company entered into a Separation Agreement
and Release with Ms. Scipta (the “Release”) pursuant to which, among other things, Ms. Scipta released the Company from any
and all claims she may have against the Company (subject to certain exclusions), and the Company agreed to provide Ms. Scipta with certain
separation benefits, including a cash payment equal to six months of her base salary and a prorated portion of her target annual incentive
bonus for 2022 (based upon the number of days that she was employed by the Company during 2022), and reimbursement of fees incurred by
Ms. Scipta for a third-party outplacement organization services. Payment of separation benefits are contingent upon Ms. Scipta not revoking
the Release during applicable statutory revocation periods and will be paid in lump sum following the expiration of such periods. In addition,
in the event that the Company experiences a Change in Control (as defined in the Company’s employment agreement with Ms. Scipta)
within 90 days following Ms. Scipta’s last date of employment, all unvested stock options and unvested shares of restricted stock
held by Ms. Scipta on the date of her resignation would accelerate and become fully-vested. The Release also contains a customary non-disparagement
provision.
The foregoing summary of the Release is qualified in all respects by the
Release itself, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Appointment of Interim Chief Financial Officer
Effective June 30, 2022, the Company’s Board of Director’s
appointed Elliot Savoie as interim Chief Financial Officer.The Company and Mr. Savoie are in the process of determining Mr. Savoie’s compensation for serving as interim Chief Financial Officer.
Mr. Savoie, age 37, previously served as Chief Financial Officer of the Company
from October 2019 until March 31, 2022, at which time he commenced serving as the Company’s Head of Corporate Development and Ventures.
While employed by the Company, and prior to the Company’s December 2021 initial public offering, Mr. Savoie concurrently served
as Chief Financial Officer of Rabbit Hole Equity, L.L.C.. Rabbit Hole Equity, L.L.C. is a family office that manages a portfolio of business
investments held by Damian Novak and his affiliates. Mr. Savoie has held various other CFO roles across the Rabbit Hole Equity network
of companies since October 2019, including with management consultancy, Kratos Advisory LLC, and wine brand management company, Appellation
Brands LLC (producer of Danica Rosé). Prior to joining the Company, Elliot worked as Corporate Strategy Manager of Cargill, Inc.
from November 2017 to September 2019, where he managed global strategy projects and transformation initiatives. He also worked as an Engagement
Manager with Grant Thornton’s Strategy & Performance Improvement practice from January 2013 to October 2017. Mr. Savoie has
dedicated his career to advising corporate and private equity clients in the areas of transaction strategy, corporate turnaround and transformation,
and commercial due diligence. He holds a bachelor’s degree and a Master of Business Administration (M.B.A) from the University of
Minnesota’s Carlson School of Management.
There are no transactions in which Mr. Savoie has an interest requiring
disclosure under Item 404(a) of Regulation S-K.
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.
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FRESH VINE WINE, INC. |
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Date:
June 30, 2022 |
By: |
/s/ Rick Nechio |
|
|
Rick
Nechio Interim Chief Executive Officer |
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