Current Report Filing (8-k)
December 20 2022 - 4:01PM
Edgar (US Regulatory)
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2022-12-15
2022-12-15
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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): December 15, 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.) |
11500 Wayzata Blvd. #1147
Minnetonka, MN 55305
(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 |
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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 1.01 Entry into a Material Definitive Agreement.
Effective December 15, 2022, Fresh Vine Wine, Inc. (the “Company”)
entered into a Consulting Agreement with Tribe of Five, LLC (“Tribe of Five”) pursuant to which Tribe of Five has agreed to
advise the Company with respect to its sales, marketing and distribution efforts, including assisting with managing our relationships
with certain of its third party vendors, for an initial term of three years. As compensation, the Company agreed to issue 120,000 shares
of its common stock to Tribe of Five as soon as practicable after entry into the Consulting Agreement, and has agreed to issue an additional
180,000 shares of common stock to Tribe of Five upon the Company recognizing an aggregate of $10 million in total revenue during the first
two years of the term of the Consulting Agreement. The shares issued and issuable to Tribe of Five under the Consulting Agreement comprise
a portion of the 2,000,000 shares issued or issuable to six service providing vendors of the Company (the “Vendors”) described
in Item 3.02 of this Current Report on Form 8-K.
On December 15, 2022, and in conjunction with the initial issuance
of 970,000 shares of the Company’s common stock to the Vendors, Rick Nechio and Damian Novak, who are officers, directors and two
of the Company’s founders, entered into Agreements to Forfeit Shares of Common Stock (the “Forfeiture Agreements”) pursuant
to which Messrs. Nechio and Novak agreed to forfeit and transfer back to the Company without consideration 368,000 and 602,000 shares,
respectively, of common stock of the Company held by them (a total of 970,000 shares), to enable the Company to preserve cash by issuing
such number of shares to the Vendors without subjecting the Company’s other stockholders to dilution therefrom. The share forfeitures
were effected on December 19, 2022.
The foregoing summaries of the Consulting Agreement with Tribe of Five
and the Forfeiture Agreements with Messrs. Nechio and Novak are qualified in all respects by the agreements themselves, copies of which
are attached as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
Between December 15 and December 18, 2022, the Company entered into
agreements with the Vendors pursuant to which the Company agreed to issue a total of 970,000 shares of its common stock to the Vendors
as soon as practicable after the dates of the agreements. Pursuant to the agreements with certain of the Vendors, the Company has agreed
to issue up to an additional 1,030,000 shares of common stock upon the Company achieving specified revenue-related performance objectives
within identified timeframes. Such issuances and contingent future issuances were made in reliance upon the exemption from registration
provided by Section 4(a)(2) under the Securities Act of 1933, as amended, based on the Company’s reasonable belief that the offer
and sale of the warrant has not and will not involve a public offering.
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: December 20, 2022 |
By: |
/s/ Rick Nechio |
|
|
Rick Nechio |
|
|
Interim Chief Executive Officer |
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