CUSIP
No. 35804X 101
1 |
NAME
OF REPORTING PERSONS
Damian
Novak |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a)
☐
(b)
☐
|
3 |
SEC USE ONLY
|
4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO,
PF |
5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE
VOTING POWER
2,087,672 |
8 |
SHARED
VOTING POWER
0 |
9 |
SOLE
DISPOSITIVE POWER
2,087,672 |
10 |
SHARED
DISPOSITIVE POWER
0 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,087,672 |
12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
☐ |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.40% |
14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
CUSIP
No. 35804X 101
Item 1. |
Security
and Issuer. |
This
Schedule 13D relates to shares of the Common Stock, $.001 par value, of Fresh Vine Wine, Inc. a Nevada corporation (the “Issuer”
or the “Company”). The address of the principal executive offices of the Issuer is 505 Highway 169 North, Suite 255, Plymouth,
MN 55441.
Item 2. |
Identity
and Background. |
| (a) | This
Schedule 13D is being filed by Damian Novak. |
| (b) | The
principal office and place of business for Mr. Novak is 11500 Wayzata Blvd. #1147, Minnetonka, MN 55305. |
| (c) | Mr.
Novak serves as Executive Chairman and a director of the Issuer. |
| (d)
- (e) | During
the last five years, the reporting person has not been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors)
nor has the reporting person been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result
of which such individual was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting, or mandating
activity subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The
reporting person is citizen of the United States of America. |
Item 3. |
Source
and Amount of Funds or Other Consideration. |
On
or around July 20, 2022, Nechio & Novak, LLC made a ratable distribution of the shares of the Issuer’s common stock held by
Nechio & Novak, LLC to Nechio & Novak, LLC’s members. The shares of the Issuer’s common stock represented founder’s
securities that were acquired by Nechio & Novak, LLC prior to the Issuer’s common stock being registered under Section 12 of
the Securities Exchange Act of 1934, as amended. The reporting person acquired 2,415,472 shares of the Issuer’s common stock in
such distribution.
On
June 18, 2022, the reporting person acquired 10,000 shares of the Issuer’s common stock upon the vesting of a restricted stock
unit grant made to the reporting person in his capacity as a director of the Issuer.
Between
December 20, 2021 and December 23, 2021, the reporting person purchased an aggregate of 30,200 shares of the Issuer’s common stock
for approximately $154,680. The source of the funds used for such purchases was personal funds.
Item 4. |
Purpose
of Transaction. |
All
of the shares of the Issuer owned by the reporting person and are held solely for investment purposes.
Although
the reporting person has not formulated any definitive plan, he may from time to time acquire, or dispose of, common stock and/or other
securities of the Issuer if and when he deems it appropriate. The reporting person may formulate other purposes, plans or proposals relating
to any of such securities of the Issuer to the extent deemed advisable in light of market conditions, investment policies and other factors.
Except as indicated in this Statement, the reporting person has no current plans or proposals which would relate to or would result in
any of the following matters:
(a)
The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;
(b)
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c)
A sale or transfer of a material amount of assets of the issuer or of any of its subsidiaries;
(d)
Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e)
Any material change in the present capitalization or dividend policy of the issuer;
(f)
Any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section
13 of the Investment Company Act of 1940;
(g)
Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h)
Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association;
(i)
A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act;
or
(j)
Any action similar to any of those enumerated above.
Item 5. |
Interests
in Securities of the Issuer. |
| (a) | The
reporting person beneficially owns 2,087,672 shares of the outstanding common stock of the
Issuer, which represents 16.40% of the Issuer’s outstanding common stock. |
(Percent
of class is based upon 12,732,257 shares outstanding as of November 8, 2022, as reported in the Issuer’s Quarterly Report on Form
10-Q for the fiscal quarter ended September 30, 2022, filed on November 14, 2022.)
| (b) | The
reporting person has sole voting and dispositive power with respect to the common stock of
the Issuer held by him. |
| (c) | On
December 19, 2022, the reporting person forfeited and transferred back to the Issuer without
consideration 368,000 shares of the Issuer’s common stock held by the reporting person
to enable the Issuer to preserve cash by issuing such number of shares to certain of the
Company’s service providing vendors without subjecting the Company’s other stockholders
to dilution with respect thereto. |
Item 6. |
Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer. |
Pursuant
to an Agreement to Forfeit Shares of Common Stock between the reporting person and the Issuer, dated December 15, 2022, the reporting
person forfeited and transferred back to the Issuer without consideration 368,000 shares of the Issuer’s common stock held by the
reporting person to enable the Issuer to preserve cash by issuing such number of shares to certain of the Company’s service providing
vendors without subjecting the Company’s other stockholders to dilution with respect thereto.
On
November 30, 2021, the reporting person entered into stock option agreements with the Issuer pursuant to which he was granted a ten-year
to purchase 375,001 shares of Common Stock of the Issuer at exercise price equal to $10.00, which was the initial public offering price
of Common Stock of the Issuer in the Issuer’s initial public offering (the “IPO”). The options will vest, if at all,
during the three year period commencing on the closing date of IPO and ending on the third anniversary thereof (the “Performance
Period”), with 20% of the option shares vesting upon the average of the closing sale prices of the Issuer’s Common Stock
over a period of ten consecutive trading days being equal to or greater than the applicable price set forth in the following schedule
(each a “Trigger Price”):
Percent
of Shares To Be Vested |
|
Trigger
Price |
20% |
|
200%
of the initial public offering price |
20% |
|
300%
of the initial public offering price |
20% |
|
400%
of the initial public offering price |
20% |
|
500%
of the initial public offering price |
20% |
|
600%
of the initial public offering price |
All
portions of the options that have not vested prior to the expiration of the Performance Period will terminate upon such expiration. In
addition, if, prior to any vesting date, the reporting person ceases to provide services to the Company either as a member of the Issuer’s
board of directors or a Company employee, that portion of the option scheduled to vest on such vesting date, and all portions of such
option scheduled to vest in the future, will not vest and all of his rights to and under such non-vested portions will terminate.
The
reporting purchase has pledged 1,000,000 shares of the Issuer’s common stock held by him to secure a loan.
Other
than the foregoing agreements and arrangements, there are no contracts, arrangements, understandings or relationships among the persons
named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer.
Item 7. |
Material
to be Filed as Exhibits. |
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date: January
3, 2023 |
|
|
|
|
By: |
/s/ Damian Novak |
|
|
Damian Novak |
|
7