Filing Analysis
Amaze Holdings, Inc. entered into a non-binding Letter of Intent (LOI) to acquire a 19.99% stake in C2 Capital Group, Inc. for $3,000,000 in cash. The deal includes a non-refundable $350,000 deposit and a potential put option for C2 Capital to sell up to 1,000,000 additional shares under specific capital-raising conditions.
🚩 Red Flags
- The deal is contingent on the company raising significant capital ($10M - $14M), which may indicate liquidity needs.
- The non-refundable $350,000 deposit represents a significant cash outlay for a micro-cap company.
- The put option structure could create significant future dilution or cash obligations if the capital raises are successful.
📋 Key Facts
- Transaction value: $3,000,000 in cash for 19.99% of C2 Capital Group, Inc.
- Non-refundable deposit of $350,000 due within two business days of August 19, 2026.
- If the deal fails, the $350,000 deposit converts to 93,332 shares of C2 Capital at $3.75/share.
- C2 Capital receives a 120-day put option to sell up to 1,000,000 shares at $2.84/share, contingent on Amaze raising $10M and $14M in gross proceeds respectively.
- C2 Capital has the right to appoint one member to Amaze Holdings' Board of Directors.
- The LOI is non-binding except for exclusivity, confidentiality, and governing law provisions.
Amaze Holdings, Inc. announced the immediate resignation of board member Aaron Day on August 14, 2026. The company stated that the resignation was not due to any disagreement regarding the company's operations, policies, or practices.
📋 Key Facts
- Aaron Day resigned from the Board of Directors effective August 14, 2026.
- The resignation was not due to any disagreement with the Company's operations, policies, or practices.
- The filing was signed by Joel Krutz, Interim Chief Executive Officer.
Amaze Holdings, Inc. announced a sudden leadership transition effective July 31, 2026, involving the immediate departure of CEO Aaron Day and the appointment of CFO Joel Krutz as interim CEO.
🚩 Red Flags
- Immediate departure of the CEO without a named permanent successor can indicate internal friction or unexpected strategic shifts.
- Concentration of power: The CFO is now simultaneously serving as Interim CEO and CFO, increasing operational risk during the transition period.
📋 Key Facts
- CEO Aaron Day departed his role effective immediately on July 31, 2026; he will remain on the Board of Directors.
- CFO Joel Krutz has been appointed Interim CEO in addition to his current CFO duties.
- Michael Pruitt was appointed Chairman of the Board from his previous position as Vice Chairman.
- The company is currently conducting a search for a permanent CEO successor.
Amaze Holdings, Inc. has announced a 1-for-8 reverse stock split effective July 24, 2026, to consolidate its outstanding shares. The company expects the split-adjusted common stock to begin trading on the NYSE American on July 27, 2026.
🚩 Red Flags
- Reverse stock split (often used to combat delisting or low share price)
- Explicit mention of the risk that NYSE American may delist the company's Common Stock
- Significant reduction in authorized shares (from 750M to 93.75M)
📋 Key Facts
- Reverse stock split ratio: 1-for-8
- Effective date of Certificate of Change (COC): July 24, 2026, at 12:01 a.m. ET
- Expected trading on a split-adjusted basis: July 27, 2026
- Authorized shares reduced from 750,000,000 to 93,750,000
- New CUSIP number for Common Stock: 35804X309
- No fractional shares will be issued; shareholders with fractions will receive one whole share instead.
Amaze Holdings held its 2026 Annual Stockholders' Meeting on June 12, 2026, resulting in the approval of several critical corporate actions, most notably a massive increase in authorized common stock and the approval to issue shares beyond existing convertible note caps.
🚩 Red Flags
- Extreme dilution risk: The increase in authorized shares from 100M to 750M is a 7.5x increase, which is highly atypical and often precedes significant dilution.
- Approval to bypass the 19.9% exchange cap on convertible notes suggests the company may be forced to issue a large volume of shares to satisfy debt obligations, further diluting existing shareholders.
📋 Key Facts
- Authorized common stock increased from 100,000,000 to 750,000,000 shares (Proposal 5).
- Stockholders approved the issuance of common stock upon conversion of senior secured original issue discount (OID) convertible notes in excess of the 19.9% exchange cap (Proposal 4).
- The 2026 Equity Incentive Plan was approved (Proposal 3).
- Wipfli LLP was ratified as the independent registered public accounting firm for fiscal year ending December 31, 2026 (Proposal 2).
- Seven members of the Board of Directors were elected to serve until the 2027 annual meeting (Proposal 1).
- Out of 45,080,467 shares outstanding, 22,697,489 shares were cast.
Amaze Holdings, Inc. amended its Bylaws on June 9, 2026, to significantly lower the quorum requirement for stockholder meetings from a majority of shares to 33.3%.
🚩 Red Flags
- Significant reduction in quorum requirements can be a red flag for micro-cap companies, as it makes it easier for a small minority of shareholders to pass resolutions or approve corporate actions without broad consensus.
📋 Key Facts
- Amendment adopted on June 9, 2026.
- Quorum requirement reduced from a majority (>50%) to 33.3% of shares entitled to vote.
- Amendment applies to Article II, Section 2.08 of the Amended and Restated Bylaws.
Amaze Holdings, Inc. (formerly Fresh Vine Wine, Inc.) issued a shareholder letter on March 25, 2026, to provide updates on recent corporate developments and other company news. The filing serves as a Regulation FD disclosure to ensure public dissemination of the information contained in the letter.
📋 Key Facts
- Reported under Item 7.01 Regulation FD Disclosure on March 25, 2026.
- The company was formerly known as 'Fresh Vine Wine, Inc.'
- The shareholder letter is furnished as Exhibit 99.1 and is not deemed 'filed' for purposes of Section 18 of the Exchange Act.
- The company is listed on the NYSE American under the ticker symbol 'AMZE'.
Amaze Holdings, Inc. (formerly Fresh Vine Wine, Inc.) furnished an investor presentation dated March 24, 2026, to its corporate website. This filing serves as a standard Regulation FD disclosure to ensure public access to the presentation materials.
📋 Key Facts
- Investor presentation was uploaded to the company website on March 24, 2026
- The company recently changed its name from Fresh Vine Wine, Inc. to Amaze Holdings, Inc.
- The common stock is listed on the NYSE American under the ticker symbol AMZE
- The information is furnished under Item 7.01 and is not deemed 'filed' for purposes of Section 18 of the Exchange Act
Amaze Holdings, Inc. announced a strategic collaboration with LA Times Studios, LLC via a press release on March 24, 2026. The filing serves as a Regulation FD disclosure to inform the public of this new business partnership.
📋 Key Facts
- The company entered into a strategic collaboration with LA Times Studios, LLC.
- The announcement was made via a press release on March 24, 2026.
- The company was formerly known as Fresh Vine Wine, Inc.
- The common stock is traded on the NYSE American under the symbol AMZE.
Amaze Holdings (formerly Fresh Vine Wine) disclosed a $1,311,986 summary judgment loss against its subsidiary in a Kentucky breach-of-contract case, with additional attorney fees still to be determined. The company shares joint and several liability with Teespring Inc. and states it will appeal, but the summary judgment standard suggests the defense position is weak. For a micro-cap company, this judgment — stemming from legacy contractual obligations — represents a potentially material financial exposure with no disclosed plan for satisfying it if the appeal fails.
🚩 Red Flags
- Summary judgment loss — court found no genuine dispute of material fact, indicating a weak defense position that dims appeal prospects
- $1.3M+ judgment is likely highly material for a micro-cap; attorney fees will increase the total liability further
- Joint and several liability with Teespring Inc. — if Teespring is insolvent or unable to pay, Amaze bears the full amount
- Legacy liabilities from prior corporate identity (Fresh Vine Wine / Teespring connection) suggest convoluted corporate history with potential for additional undisclosed exposures
- Vague language ('does not expect the matter to alter its ongoing strategic execution') provides no concrete financial impact assessment or balance sheet context
- No disclosure of current cash position or ability to satisfy the judgment if appeal fails
📋 Key Facts
- Summary judgment granted on February 13, 2026 in G&I IX Aviation LLC v. Teespring, Inc. et al., Case No. 23-CI-00220, Boone County Circuit Court, Kentucky
- Liquidated damages awarded: $1,311,986 plus court costs and reasonable attorney fees (amount TBD)
- Liability is joint and several with Teespring Inc. and subsidiary Amaze Holding Company LLC
- Company intends to appeal, citing 'meritorious grounds'
- Formerly known as Fresh Vine Wine, Inc. — name change indicates corporate pivot/rebrand
- Company is an emerging growth company listed on NYSE American (ticker AMZE)
- Relates to 'historical contractual obligations' — legacy liabilities from prior business activities
- Signed by CEO Aaron Day; principal offices at 150 Paularino, Suite D-200, Costa Mesa, CA
Amaze Holdings, Inc. has cancelled its special meeting of stockholders originally scheduled for February 4, 2026. The proposals previously outlined in the November 13, 2025 proxy statement will now be deferred to the company's next regularly scheduled annual meeting.
🚩 Red Flags
- Delay in stockholder voting on critical proposals (deferred from special meeting to annual meeting) can indicate lack of quorum or internal delays.
📋 Key Facts
- Special Meeting cancellation date: February 3, 2026
- Original meeting date was scheduled for February 4, 2026
- Proposals from the Nov 13, 2025 proxy statement are deferred to the next annual meeting of stockholders
- Company is an emerging growth company
Amaze Holdings, Inc. has terminated a $4 million securities purchase agreement with Parler Technologies, Inc. due to Parler's failure to close the first two tranches of the transaction by the required deadline.
🚩 Red Flags
- Failure of a major capital infusion: The company lost a planned $4 million funding source.
- Counterparty default: Parler Technologies was unable to meet its financial obligations/closing requirements.
- Potential liquidity strain: The loss of the Tranche 2 and 3 cash components ($2M total) may impact short-term working capital.
📋 Key Facts
- Termination date: December 23, 2025
- Original deal value: $4,000,000 for 1,000,000 common shares and 1,000,000 warrants.
- The agreement was terminated due to a material breach by Parler regarding timely performance of covenants.
- Tranche 1 ($2M in Parler Series A Preferred Stock) and Tranche 2 ($1M cash) failed to close on November 30, 2025.
- No early termination penalties apply to the cancellation.
Amaze Holdings, Inc. announced the appointment of Joel Krutz as Chief Financial Officer, effective January 5, 2026, replacing interim CFO Keith Johnson who will transition out on December 31, 2025.
📋 Key Facts
- Joel Krutz appointed as CFO, effective Jan 5, 2026.
- Krutz's compensation includes a $400,000 base salary and performance-based bonuses for 2026.
- Grant of 586,085 Restricted Stock Units (RSUs) vesting over 3 years.
- Interim CFO Keith Johnson to transition out on Dec 31, 2025.
Amaze Holdings, Inc. announced the reconvening of its adjourned special meeting of stockholders scheduled for February 4, 2026. The purpose of the meeting is to seek stockholder approval for issuing shares upon conversion of senior secured convertible notes that exceed the 19.9% exchange cap.
🚩 Red Flags
- Lack of quorum at the initial meeting suggests low shareholder engagement or lack of interest in current corporate actions.
- Existence of senior secured OID convertible notes exceeding standard exchange caps indicates significant potential dilution for existing shareholders.
📋 Key Facts
- Special Meeting reconvened for February 4, 2026, at 11:00 a.m. ET.
- The previous meeting on December 10, 2025, was adjourned due to lack of a quorum.
- Stockholders will vote on the issuance of common stock upon conversion of senior secured original issue discount (OID) convertible notes in excess of the 19.9% exchange cap.
- The vote is required for compliance with NYSE American Company Guide Sections 713(a) and 713(b).
Amaze Holdings, Inc. failed to reach a quorum at its Special Meeting of Stockholders held on December 10, 2025. The meeting was intended to approve the issuance of shares exceeding the 19.9% cap for convertible notes, but due to lack of representation, the meeting has been adjourned.
🚩 Red Flags
- Failure to reach a quorum suggests significant shareholder apathy or disagreement with the proposed debt conversion terms.
- Reliance on senior secured OID convertible notes that require special approval indicates potential liquidity/financing pressures common in micro-cap distressed companies.
- The need for an exception to the 19.9% exchange cap often signals heavy dilution for existing shareholders.
📋 Key Facts
- Special Meeting of Stockholders held on December 10, 2025, failed to reach a quorum.
- The purpose of the meeting was to seek shareholder approval for issuing common stock upon conversion of senior secured original issue discount (OID) convertible notes in excess of the 19.9% exchange cap.
- The company is seeking this approval to comply with NYSE American Company Guide Sections 713(a) and 713(b).
- The meeting has been adjourned; a new date for the reconvened meeting will be announced later.
Amaze Holdings, Inc. has filed a prospectus supplement to register an additional $18.1 million of common stock under its existing at-the-market (ATM) offering agreement with Ladenburg Thalmann & Co. Inc.
🚩 Red Flags
- Significant potential dilution for existing shareholders due to the large increase in registered shares ($18.1M additional).
- Aggressive use of ATM (At-The-Market) offerings suggests a continuous need for liquidity/cash runway extension.
📋 Key Facts
- The company is registering an additional $18,106,838 in common stock via a prospectus supplement.
- This follows a previous registration of up to $6,959,000 under the same Sales Agreement dated October 15, 2025.
- The company has already sold an aggregate of $6,893,162 in common stock under this agreement.
- The offering is being conducted via a Form S-3 registration statement originally filed on August 27, 2025.
Amaze Holdings, Inc. completed the sale of 10,735,000 shares of common stock to C/M Capital Master Fund, LP for approximately $4.87 million between September 2 and November 14, 2025.
🚩 Red Flags
- Significant dilution: The issuance of over 10 million shares represents a substantial increase in the float for a micro-cap company.
- Reliance on private placements: Frequent or large equity issuances to single funds can indicate a need for immediate liquidity.
📋 Key Facts
- Issued 10,735,000 shares of common stock to C/M Capital Master Fund, LP.
- Aggregate purchase price of $4,867,585.
- Issuance period: September 2, 2025, through November 14, 2025.
- Issued an additional 80,513 shares as commitment shares under the terms of a May 6, 2025 Purchase Agreement.
- Securities were sold via private placement exemptions (Section 4(a)(2) and Rule 506(b)).
Amaze Holdings, Inc. (AMZE) filed an 8-K to furnish its quarterly financial results for the three and nine months ended September 30, 2025. The filing serves as a formal announcement of the company's recent earnings performance.
📋 Key Facts
- Report date: November 14, 2025
- Reporting period: Three and nine months ended September 30, 2025
- The filing includes a press release (Exhibit 99.1) detailing financial results.
- Company is an emerging growth company.
Amaze Holdings, Inc. entered into an agreement to acquire the 'Food Channel' culinary content platform for $650,000 via a convertible promissory note. Simultaneously, the company announced a 30% workforce reduction due to AI-driven efficiencies to reduce monthly labor costs by $215,000.
🚩 Red Flags
- Use of convertible debt for acquisition may lead to future dilution at $0.76/share.
- Significant workforce reduction (30%) suggests aggressive restructuring or cost-cutting measures.
- Multiple material events in a single filing (acquisition + layoffs).
📋 Key Facts
- Acquisition of Foodchannel.com LLC assets (the 'Business') including the 'Food Channel' name and IP.
- Purchase price of $650,000 via a convertible promissory note at 4% interest per annum.
- Conversion price set at $0.76 per share; conversion scheduled for January 6, 2026.
- 10% holdback on purchase price for indemnification claims for 12 months.
- Workforce reduction of approximately 30% due to AI improvements.
- Anticipated labor cost savings of ~$215,000 per month starting December 2025.
Amaze Holdings, Inc. has amended a previously reported securities purchase agreement with Parler Cloud Technologies, LLC. The revised terms involve an aggregate $4 million investment structured in three tranches involving both cash and Parler's Series A Preferred Stock.
🚩 Red Flags
- Complex payment structure involving equity in a third-party company (Parler Cloud Technologies) rather than pure cash.
- The shift from the original agreement to this amended version suggests changes in financing terms or liquidity needs.
📋 Key Facts
- Amended and Restated Securities Purchase Agreement signed on October 23, 2025.
- Total transaction value: $4,000,000 for 1,000,000 shares of common stock and 1,000,000 warrants.
- Tranche 1 ($2M): 400 shares of Parler’s Series A Preferred Stock (at $5,000/share) for 500,000 AMZE shares and 500,000 warrants. Expected closing by Nov 30, 2025.
- Tranche 2 ($1M): Cash or Parler Series A Preferred Stock for 250,000 AMZE shares and 250,000 warrants. Expected closing by Nov 30, 2025.
- Tranche 3 ($1M): Cash or Parler Series A Preferred Stock for 250,000 AMZE shares and 250,000 warrants. Expected closing by Dec 31, 2025.
- Warrants have an exercise price of $7.50 per share.
Amaze Holdings, Inc. entered into an At-The-Market (ATM) offering agreement with Ladenburg Thalmann & Co. Inc. to sell up to $6,959,000 of common stock. The sale will be conducted via a shelf registration statement on Form S-3.
🚩 Red Flags
- Potential dilution of existing shareholders through the issuance of new common stock.
- The use of an ATM offering often indicates a need for immediate working capital or liquidity management.
📋 Key Facts
- Entered into an At The Market (ATM) Offering Agreement with Ladenburg Thalmann & Co. Inc. on October 15, 2025.
- Aggregate offering price of up to $6,959,000 in common stock.
- Ladenburg will receive a commission of up to 3.0% of gross proceeds.
- The company must reimburse Ladenburg for expenses up to $75,000 plus periodic diligence expenses.
- Sales will be made pursuant to an existing S-3 shelf registration statement filed on August 27, 2025.
Amaze Holdings, Inc. entered into a securities purchase agreement to issue approximately $4.14 million in senior secured OID convertible promissory notes. The transaction involves an exchange of existing debt plus $1 million in new cash, featuring aggressive investor protections and significant dilution potential.
🚩 Red Flags
- Highly dilutive convertible notes with a conversion floor ($1.50) significantly lower than the initial conversion price ($2.33).
- Aggressive 'prepayment' clause requiring the company to use 30-50% of net proceeds from future financings to repay these noteholders.
- Senior secured status: The notes are backed by a security interest in all properties, assets, and equity interests of the company and its subsidiaries.
- Investor participation rights (20% discount) in subsequent financings act as a heavy deterrent to other investors.
- Potential for 'death spiral' mechanics via the floor price and prepayment requirements.
📋 Key Facts
- Total aggregate principal amount of New Convertible Notes: ~$4,143,234.
- Consideration includes exchanging ~$3,043,234 of Prior Notes plus $1,000,000 in new cash.
- Maturity date is March 11, 2026 (with a possible 6-month extension to September 2026).
- Initial conversion price: $2.33 per share; Floor price: $1.50 per share.
- Notes are senior secured by all company and subsidiary assets/equity.
- Investors have a right to participate in subsequent financings at a 20% discount.
- Company must prepay 30% of net proceeds from certain future financings to investors (increases to 50% if stock price drops below $0.75).
- Registration rights agreement requires filing a registration statement within 20 days.
Amaze Holdings, Inc. announced its scheduled presentation at the 2025 Annual Gateway Conference on September 3, 2025. The filing includes an investor presentation as Exhibit 99.1.
📋 Key Facts
- Scheduled to present at the 2025 Annual Gateway Conference on Wednesday, September 3, at 11:00 a.m. PT.
- The company provided an Investor Presentation dated August 2025 as Exhibit 99.1.
- Presentation will be webcast live via the company's investor relations website.
Amaze Holdings, Inc. issued an 8-K to furnish its quarterly financial results and a shareholder letter for the periods ended June 30, 2025.
📋 Key Facts
- The company reported financial results for the three months and six months ended June 30, 2025.
- A press release (Exhibit 99.1) was issued on August 14, 2025, containing the earnings data.
- A shareholder letter (Exhibit 99.2) was issued on August 14, 2025, discussing business initiatives and future outlook.
- The filing is categorized under Item 2.02 (Results of Operations and Financial Condition).
Amaze Holdings, Inc. entered into a securities purchase agreement with Parler Cloud Technologies for 1 million shares at $6.00/share plus warrants, and simultaneously amended two convertible promissory notes (Frame and Giddings) to extend maturities and increase principal.
🚩 Red Flags
- Significant dilution risk via convertible notes with a $4.00 conversion price (below the current Parler purchase price of $6.00).
- Convertible debt terms include 'piggy-back' registration rights, which often lead to immediate downward selling pressure upon effectiveness.
- The Parler deal is contingent on due diligence, meaning the capital infusion is not guaranteed.
- Multiple 8-K items (1.01, 2.03, 3.02) in a single filing indicating complex restructuring/financing activity.
📋 Key Facts
- Entered into Securities Purchase Agreement with Parler Cloud Technologies, LLC on August 7, 2025.
- Parler to purchase 1,000,000 shares of common stock at $6.00 per share.
- Issuance includes a warrant for 1,000,000 shares with an exercise price of $7.50 per share (3-year term).
- Parler's obligation is contingent upon due diligence to be completed by October 6, 2025.
- Amended 'Frame Note': Principal increased to $900,000 ($850,000 actual loan); maturity extended to August 11, 2026; conversion price of $4.00 per share.
- Amended 'Giddings Note': Maturity extended to August 11, 2026; conversion price of $4.00 per share.
- Frame and Giddings notes carry a 10% simple interest rate.
This is an amendment to a previous 8-K filing intended to correct the number of shares issued during a recent equity sale. The company corrected the total shares issued between July 7 and July 23, 2025, to 329,040 common shares.
🚩 Red Flags
- Correction of previous material filing (error in reporting aggregate share count).
- Reliance on private placements/unregistered sales to a single fund (C/M Capital Master Fund, LP).
📋 Key Facts
- Amendment (8-K/A) filed on July 28, 2025, to correct a previous filing from July 25, 2025.
- Corrected number of shares issued: 329,040 common stock shares.
- Aggregate purchase price for the corrected amount: $2,601,011.
- Purchaser identified as C/M Capital Master Fund, LP.
- Includes 2,468 commitment shares issued to the Purchaser.
- Transaction conducted under Section 4(a)(2) and Rule 506(b) of Regulation D.
Amaze Holdings, Inc. (formerly Fresh Vine Wine, Inc.) announced the issuance and sale of 444,040 shares of common stock to C/M Capital Master Fund, LP for approximately $2.6 million. This transaction is part of a previously disclosed securities purchase agreement dated May 6, 2025.
🚩 Red Flags
- Unregistered sale of equity securities (reliance on Section 4(a)(2)/Rule 506(b) exemptions).
- Potential dilution for existing shareholders through the issuance of over 446,000 shares.
- The company is operating under a previously disclosed financing structure, indicating ongoing need for capital.
📋 Key Facts
- Total shares sold: 444,040 common stock shares.
- Aggregate purchase price: $2,601,011.
- Purchaser: C/M Capital Master Fund, LP.
- Transaction period: July 7 through July 23, 2025.
- Additional issuance: 2,468 shares issued as commitment shares to the Purchaser.
- The sale was conducted under exemptions from registration (Section 4(a)(2) and/or Rule 506(b)).
- The transaction is pursuant to a May 6, 2025 Purchase Agreement.
Amaze Holdings, Inc. entered into a 12-month consulting agreement with DNA Holdings Venture Inc. for strategic advisory services related to crypto and Web3 integration. As compensation, the company issued 100,000 shares of common stock to the consultant.
🚩 Red Flags
- Issuance of equity as compensation for services can lead to significant dilution for existing shareholders.
- The involvement of a 'market making' provider (DNA Market Making) in an upcoming Token Generation Event raises questions regarding potential price manipulation or conflicts of interest common in micro-cap crypto pivots.
📋 Key Facts
- Agreement date: July 11, 2025
- Consultant: DNA Holdings Venture Inc. (Puerto Rico corporation)
- Services include crypto strategy, token architecture, e-commerce/Web3 integration, and market support for a Token Generation Event.
- Compensation: Issuance of 100,000 shares of common stock.
- Term: 12 months, with an option to extend for another 12 months via 30-day notice.
Amaze Holdings, Inc. (AMZE) announced the issuance and sale of 115,000 shares of common stock to C/M Capital Master Fund, LP for approximately $963,726. The transaction was conducted pursuant to a previously disclosed purchase agreement dated May 6, 2025.
🚩 Red Flags
- Unregistered sale of equity securities to a single institutional purchaser (potential dilution).
- Reliance on private placement exemptions rather than public offering.
📋 Key Facts
- Issued and sold 115,000 shares of common stock to C/M Capital Master Fund, LP.
- Aggregate purchase price for the shares was $963,726.
- The sale occurred between June 30 and July 3, 2025.
- Issued an additional 863 shares as commitment shares to the Purchaser.
- Securities were sold under exemptions from registration (Section 4(a)(2) or Rule 506(b)).
- The transaction is part of a previously reported agreement dated May 6, 2025.
Amaze Holdings, Inc. announced a significant leadership overhaul including the appointment of a new CEO and CFO, alongside a 1-for-23 reverse stock split and recent conversion of preferred stock.
🚩 Red Flags
- Reverse stock split (1-for-23) executed on June 12, 2025.
- Recent conversion of Series D convertible preferred stock into common stock, which typically causes significant dilution for existing shareholders.
- The company's former name was Fresh Vine Wine, Inc., indicating a recent pivot or rebranding often associated with distressed assets.
📋 Key Facts
- Effected a 1-for-23 reverse stock split on June 12, 2025.
- Appointed Aaron Day as Chief Executive Officer and Chairman of the Board (effective June 13, 2024/reported June 18, 2025).
- Appointed Keith Johnson as Chief Financial Officer (effective June 13, 2024/reported June 18, 2025).
- Appointed Michael Pruitt as Vice Chairman of the Board on June 13, 2025.
- Total common stock outstanding was 5,277,810 shares as of June 16, 2025, following a conversion of Series D convertible preferred stock and the reverse split.
Amaze Holdings, Inc. has executed a 1-for-23 reverse stock split and received stockholder approval for multiple convertible preferred stock conversions that will result in a significant change of control. The company is undergoing massive dilution as pre-merger Amaze Software securityholders are set to own approximately 83.5% of the outstanding common stock.
🚩 Red Flags
- Reverse stock split (1-for-23) implemented on June 12, 2025.
- Massive dilution: The conversion of Series D Preferred Stock and warrants will result in a massive increase in share count.
- Change of Control: Pre-merger Amaze Software holders are taking control of the company (83.5% ownership).
- Multiple red flag escalators present: Reverse split, change of control, and significant dilution.
📋 Key Facts
- Executed a 1-for-23 reverse stock split effective June 12, 2025, at 5:00 p.m. ET.
- Stockholders approved conversion of Series D Preferred Stock, which will increase total outstanding common shares from 18,574,180 to 112,324,180 (pre-split adjustment).
- Post-conversion ownership structure: Pre-merger Amaze Software holders will own ~83.5% of the company; pre-merger Company stockholders will own ~16.5%.
- Stockholders approved amendments to allow Series A, B, and C Preferred Stock conversions exceeding existing caps.
- The Board was granted discretion to implement further reverse splits in a range of 1-for-10 to 1-for-50 within the next year.
Amaze Holdings, Inc. has announced a private offering of convertible promissory notes totaling up to $30 million across two series (Series 2025-A and Series 2025-B). The offering is targeted at accredited investors under Rule 506(c) of the Securities Act.
🚩 Red Flags
- Use of convertible promissory notes can lead to significant dilution for existing shareholders upon conversion.
- Private placements often indicate a need for immediate liquidity which may be at unfavorable terms for common stockholders.
📋 Key Facts
- Offering of Series 2025-A convertible promissory notes: up to $10 million aggregate principal amount.
- Offering of Series 2025-B convertible promissory notes: up to $20 million aggregate principal amount.
- Total potential offering amount: $30 million.
- The offering is being conducted via a private placement under Rule 506(c) for accredited investors.
- The announcement was made via press release on June 4, 2025.
Amaze Holdings, Inc. has announced a proposed 1-for-23 reverse stock split to be voted on at the June 12, 2025, annual meeting. The primary objective is to increase the share price to meet the $3.00 minimum bid price requirement for the NYSE American.
🚩 Red Flags
- Reverse stock split is a common defensive measure used by micro-cap companies facing delisting threats due to low share prices.
- The filing explicitly states the move is intended to meet the $3.00 minimum bid price requirement of the NYSE American, indicating imminent non-compliance risk.
📋 Key Facts
- Proposed ratio: 1-for-23 reverse stock split.
- Effective time: June 12, 2025, at 5:00 p.m. ET, subject to stockholder approval.
- Trading adjustment: Expected to trade on a split-adjusted basis on NYSE American starting June 13, 2025.
- New CUSIP number: 35804X 200.
- Fractional shares will be rounded up to one whole share of Common Stock.
Amaze Holdings, Inc. (formerly Fresh Vine Wine, Inc.) filed an 8-K/A to provide required financial statements and pro forma information following its acquisition of Amaze Software, Inc. on March 7, 2025.
🚩 Red Flags
- Significant pivot in business model: The company transitioned from 'Fresh Vine Wine, Inc.' (wine/beverage) to 'Amaze Software, Inc.' acquisition, suggesting a major strategic shift or restructuring.
- The filing is an 8-K/A (Amendment), indicating the previous March 7th filing was incomplete regarding required financial disclosures.
📋 Key Facts
- Acquisition of Amaze Software, Inc. was completed via a merger agreement dated March 7, 2025.
- The filing includes audited consolidated financial statements for Amaze Software, Inc. for the years ended December 31, 2024, and 2023 (Exhibit 99.1).
- Unaudited pro forma combined financial information as of March 31, 2025, and year-ended December 31, 2024, is provided (Exhibit 99.2).
- The company has undergone a name change from Fresh Vine Wine, Inc. to Amaze Holdings, Inc.
Amaze Holdings, Inc. issued $1,080,000 in subordinated secured promissory notes to accredited investors via private placement. The transaction involved a significant original issuance discount of $180,000, resulting in net proceeds of only $900,000.
🚩 Red Flags
- Significant original issuance discount ($180,000) suggests high cost of capital and potential distress.
- Short-term debt maturity (6 months) indicates immediate liquidity pressure/repayment requirement.
- Related-party transaction: One investor is an affiliate of a Company Director (David Yacullo).
- Subordinated status means these noteholders are behind existing secured creditors in the capital structure.
📋 Key Facts
- Issued and sold $1,080,000 aggregate principal amount of subordinated secured promissory notes on May 14 and May 20, 2025.
- Original issuance discount of $180,000 (approx. 16.7% of principal).
- Gross proceeds to the Company: $900,000.
- Notes have a 6-month term with 10% simple interest.
- Notes are secured by company assets but subordinated to existing secured indebtedness.
- One investor is an affiliate of Director David Yacullo.
Amaze Holdings, Inc. entered into a $35 million equity line of credit (securities purchase agreement) with C/M Capital Master Fund, LP and simultaneously secured a $225,000 high-interest business loan from Balanced Management, LLC.
🚩 Red Flags
- Highly dilutive equity financing structure (equity line with significant discounts).
- High-cost debt: The $225,000 loan carries a ~35% interest rate ($78,750 on $225,000 principal).
- Immediate need for working capital evidenced by the small-scale, high-interest loan.
- Warrant issuance to lender adds further potential dilution.
📋 Key Facts
- Entered into a securities purchase agreement with C/M Capital Master Fund, LP for up to $35 million in common stock.
- The equity line includes 'Fixed Purchases' and 'VWAP Purchases' at a 5% discount to market prices (95% of VWAP or prior day close).
- Secured a $225,000 term loan from Balanced Management, LLC with total interest expense of $78,750.
- The business loan is secured by all assets of the Company and its subsidiaries.
- Issued 1.6 million warrants to the lender at an exercise price of $0.75 per share as part of the loan agreement.
Amaze Holdings, Inc. announced the upcoming 2025 Annual Meeting of Stockholders scheduled for June 12, 2025. The filing serves to establish deadlines for stockholder proposals and director nominations following a missed annual meeting in 2024.
🚩 Red Flags
- Company did not hold an annual meeting in 2024, indicating a prior lapse in corporate governance or administrative compliance.
📋 Key Facts
- The 2025 Annual Meeting of Stockholders is scheduled for June 12, 2025.
- The record date for the meeting was April 14, 2025.
- Deadline for stockholder proposals to be included in proxy materials (Rule 14a-8) is May 9, 2025.
- Deadline for other stockholder proposals or director nominations not intended for inclusion in proxy materials is May 22, 2025.
- The meeting will be held virtually via remote communication.
Amaze Holdings, Inc. has closed an additional $1,000,000 in gross proceeds through the sale of secured original issue discount (OID) notes and continues to raise capital via Series C Convertible Preferred Stock with significant warrant coverage.
🚩 Red Flags
- High-cost financing: The use of Original Issue Discount (OID) notes indicates expensive debt.
- Secured debt: Notes are secured by company accounts receivable, increasing risk to equity holders in liquidation.
- Significant dilution potential: Series C Preferred Stock includes 100% warrant coverage for 410,000 shares, which will cause substantial dilution upon exercise or conversion.
- Liquidity reliance: Multiple rounds of private placements (Notes and Series C) suggest a continuous need for external capital to fund working capital.
📋 Key Facts
- Closed sale of $1,100,000 aggregate principal amount of Notes on April 14-15, 2025, resulting in $1,000,000 gross proceeds due to a $100,000 OID.
- Notes are secured by certain accounts and notes receivable via a Pledge Agreement.
- $825,000 of the Notes mature on January 14, 2026; $275,000 mature on January 15, 2026.
- Sold an additional 2,050 shares of Series C Convertible Preferred Stock for $205,000 gross proceeds.
- Series C Preferred Stock includes warrants to purchase 410,000 shares of Common Stock at a $0.75 exercise price with 100% warrant coverage.
Amaze Holdings, Inc. filed an 8-K amendment to correct a scrivener's error regarding the conversion price of its Series C Convertible Preferred Stock and to report the filing of an Amended and Restated Certificate reflecting the corrected terms.
🚩 Red Flags
- Significant dilution potential due to Series C Preferred Stock (conversion at $0.50) and warrants ($0.75).
- Presence of 'Exchange Share Cap' and 'Individual Holder Share Cap' (19.9%) which often triggers the need for shareholder approval if exceeded.
- Amendment required to correct a 'scrivener's error' regarding conversion price terms in previous filing.
📋 Key Facts
- Sold 5,650 shares of Series C Convertible Preferred Stock at $100.00 per share.
- Issuance includes warrants with 100% coverage to purchase common stock at an exercise price of $0.75.
- Conversion price for Series C Preferred Stock is set at $0.50 per share, subject to weighted average anti-dilution protection.
- The company will file a resale registration statement for shares issuable upon conversion and warrant exercise.
- Oak Ridge Financial Services Group, Inc. receives an 8.0% cash fee on gross proceeds from investors they introduced.
Amaze Holdings, Inc. entered into a Series C Purchase Agreement to sell 5,650 shares of Series C Convertible Preferred Stock at $100.00 per share. The offering includes warrants with 100% coverage and an exercise price of $0.75 per share.
🚩 Red Flags
- Potential significant dilution due to 100% warrant coverage and convertible preferred stock.
- The $0.75 conversion/exercise price may be significantly lower than current market value (implied by the nature of micro-cap financing).
- Requirement for the company to file a resale registration statement, indicating immediate liquidity for investors via dilution.
📋 Key Facts
- Sold 5,650 shares of Series C Convertible Preferred Stock at $100.00 per share.
- Warrants issued with 100% coverage at an exercise price of $0.75 per share.
- Proceeds to be used for general corporate and working capital purposes.
- Oak Ridge Financial Services Group, Inc. to receive an 8.0% cash fee on gross proceeds from introduced investors.
- Conversion price is set at $0.75 per share with weighted average anti-dilution protection.
- Issuance subject to NYSE American 'Exchange Share Cap' and 'Individual Holder Share Cap' (19.9%).
Fresh Vine Wine, Inc. is undergoing a corporate rebranding, changing its name to Amaze Holdings, Inc. The change is expected to take effect on March 24, 2025, with the ticker symbol remaining 'AMZE' on the NYSE American.
📋 Key Facts
- Company name changing from Fresh Vine Wine, Inc. to Amaze Holdings, Inc.
- Effective date for name change: March 24, 2025
- Ticker symbol will remain 'AMZE'
- CUSIP number remains unchanged
- Board of Directors approved the amendment on March 12, 2025
- The company is an emerging growth company
Fresh Vine Wine, Inc. announced on March 11, 2025, that it has successfully regained compliance with NYSE American continued listing standards regarding stockholders' equity.
🚩 Red Flags
- Previous non-compliance with NYSE American listing standards regarding stockholders' equity (implied by the need to regain compliance).
📋 Key Facts
- Company regained compliance with NYSE American listing standards related to stockholders' equity.
- The announcement was made via a press release dated March 11, 2025.
- Compliance issue specifically concerned stockholders' equity requirements.
Fresh Vine Wine, Inc. has completed the acquisition of Amaze Software, Inc. via a merger involving the issuance of 750,000 shares of Series D Convertible Preferred Stock and warrants to purchase 8,750,000 common shares.
🚩 Red Flags
- Significant potential dilution: The issuance of warrants for 8.75 million shares represents a massive dilutive event for existing common shareholders.
- Complex convertible structure: Series D Preferred Stock includes anti-dilution protections and specific conversion caps that often lead to downward pressure on stock price.
- Change in Control: The merger agreement explicitly mentions the resulting change in control of Fresh Vine.
📋 Key Facts
- Acquisition of Amaze Software, Inc. completed on March 7, 2025.
- Consideration includes 750,000 shares of Series D Convertible Preferred Stock (stated value $100.00/share).
- Issuance of Merger Warrants to purchase 8,750,000 shares of common stock at an exercise price of $0.80 per share.
- Series D Preferred Stock conversion price is set at $0.80 per share with weighted average anti-dilution protection.
- The deal includes a 'Exchange Share Cap' and 'Individual Holder Share Cap' limiting conversions to 19.9% unless stockholder approval is obtained.
Fresh Vine Wine, Inc. (VINE) filed an amendment to its February 12, 8-K to correct clerical errors regarding a $3.3 million secured debt financing. The company issued $1.65 million in secured original issue discount notes and common stock to three accredited investors on February 6, 2025.
🚩 Red Flags
- High-cost financing: The $150,000 OID represents a significant upfront cost/discount on the $1.65M initial note issuance.
- Restrictive covenants: Notes contain negative covenants limiting the company's ability to incur debt, make payments, or dispose of assets without holder consent.
- Dilution risk: The inclusion of common stock in the offering and piggy-back registration rights poses significant dilution risk to existing shareholders.
- Liquidity pressure: The maturity date is set for November 6, 2025, providing a relatively short runway for a company undergoing a business combination.
📋 Key Facts
- Total offering amount: up to $3,300,000 in secured original issue discount notes and common stock.
- Initial closing: $1,650,000 aggregate principal of Notes and 270,833 shares of Common Stock issued on February 6, 2025.
- Notes feature an original issue discount (OID) of $150,000, resulting in $1,500,000 gross proceeds at initial closing.
- Maturity date: November 6, 2025.
- The notes are secured by a pledge agreement covering certain accounts and notes receivable.
- Investors have piggy-back registration rights and participation rights in future issuances.
- Includes a conversion feature where investors can exchange Notes for securities in a Subsequent Financing at 110% of the principal amount.
Fresh Vine Wine, Inc. entered into a securities purchase agreement to issue up to $3.3 million in secured original issue discount notes and common stock to three accredited investors. The proceeds are intended to fund the company's pending business combination with Amaze Holdings Inc.
🚩 Red Flags
- High-cost financing: The $150,000 OID on a $1.65M note represents a significant upfront cost/discount.
- Restrictive covenants: Notes contain negative covenants limiting the company's ability to incur debt, make payments, or dispose of assets without holder consent.
- Short maturity: The notes mature in less than 9 months (November 2025), creating near-term liquidity pressure.
- Dilution risk: Inclusion of common stock in the offering and piggy-back registration rights suggests potential dilution for existing shareholders.
📋 Key Facts
- Total potential offering: $3,300,000 in secured original issue discount (OID) notes and common stock.
- Initial closing: Issued $1,650,000 principal amount of Notes and 270,833 shares of Common Stock.
- Net proceeds at initial closing: $1,500,000 due to a $150,000 original issue discount.
- Maturity date: November 5, 2025.
- Notes are secured by accounts and notes receivable via a Pledge Agreement.
- Investors have piggy-back registration rights and pro rata participation rights for two years.
- Includes a conversion feature where investors can exchange Notes for securities in a Subsequent Financing at 110% of the principal amount.
Fresh Vine Wine, Inc. (VINE) announced that its wholly owned subsidiary, Amaze Holdings Inc., has filed a Form S-4 registration statement regarding a proposed business combination involving VINE and Adifex.
🚩 Red Flags
- Risk that VINE may be unable to maintain its NYSE American listing.
- Potential volatility in the share price of VINE and/or Pubco following the closing.
- Uncertainty regarding the ability to achieve or sustain profitability post-merger.
📋 Key Facts
- Amaze Holdings Inc. (Pubco) filed a Form S-4 registration statement on February 5, 2025.
- The transaction involves a merger between Pubco, VINE Merger Sub Inc., Adifex Merger Sub LLC, and Adifex Holdings LLC.
- Upon completion, Amaze Holdings Inc. (Pubco) will be the surviving public company.
- VINE equity holders will receive Pubco common stock as consideration for their interests.
Fresh Vine Wine, Inc. received a notice from NYSE American LLC stating it is in non-compliance with Section 704 of the NYSE American Company Guide due to failure to hold its 2023 annual meeting by the December 31, 2024 deadline. The company plans to rectify this via a stockholder meeting related to a proposed business combination with Adifex Holdings LLC.
🚩 Red Flags
- Delisting notice/Non-compliance with exchange listing rules (Section 704).
- Failure to hold mandatory annual meeting indicates potential administrative or governance lapses.
- The company's survival and compliance are heavily tied to the successful execution of a pending business combination.
📋 Key Facts
- Received notice from NYSE American LLC on January 6, 2025.
- Non-compliance is due to failure to hold the annual meeting for fiscal year ended Dec 31, 2023 by the required deadline of Dec 31, 2024.
- The company intends to resolve the issue via a stockholder meeting regarding a proposed business combination with Adifex Holdings LLC.
- A previous material agreement (Item 1.01) regarding the Adifex merger was filed on November 7, 2024.
Fresh Vine Wine, Inc. (AMZE) disclosed a recorded conversation regarding its ongoing business combination with Amaze Holdings Inc., which involves the acquisition of Amaze Software, Inc. as a condition precedent to the merger.
🚩 Red Flags
- Risk that the Business Combination may not be completed in a timely manner or at all.
- Potential risk regarding the ability to maintain NYSE American listing (item viii in forward-looking statements).
- The transaction involves complex multi-party structures including merger subs and holding companies.
📋 Key Facts
- The filing relates to an existing Business Combination Agreement involving Fresh Vine, Amaze Holdings Inc. (Pubco), and Adifex Holdings LLC.
- A key condition for closing is that Adifex must close the acquisition of Amaze Software, Inc. via a stock purchase agreement.
- On December 20, 2024, an exclusive recorded conversation ('the Call') was held between Mike Pruitt (Chairman/interim CEO of Fresh Vine) and Aaron Day (CEO of Amaze).
- The transcript of this call is provided as Exhibit 99.1.
This 8-K/A is an amendment to a previous filing regarding a proposed business combination involving Fresh Vine Wine, Inc., Amaze Holdings Inc., and Adifex. The amendment specifically corrects the time of an exclusive recorded conversation with the CEO of Amaze Software, Inc.
🚩 Red Flags
- Complex multi-party merger structure involving several shell/merger subsidiaries (VINE Merger Sub, Adifex Merger Sub).
- The use of an 'exclusive recorded conversation' as a primary method of communicating material information is unconventional for formal corporate disclosures.
📋 Key Facts
- The company is engaged in a Business Combination where Fresh Vine will become a wholly owned subsidiary of Pubco (Amaze Holdings Inc.).
- The transaction involves multiple entities: Amaze Holdings Inc., VINE Merger Sub Inc., Adifex Merger Sub LLC, and Adifex Holdings LLC.
- This filing is an amendment (8-K/A) to correct a time error in a press release regarding a recorded conversation with the CEO of Amaze Software, Inc.
- The original scheduled time was 5:00 p.m. PST; the corrected time is 5:00 p.m. EST.
Fresh Vine Wine, Inc. issued a press release containing an exclusive recorded conversation with the CEO of Amaze Software, Inc. as part of its ongoing business combination process. This filing is primarily for Regulation FD purposes to provide supplemental information regarding the proposed merger.
🚩 Red Flags
- Risk that the Business Combination may not be completed in a timely manner or at all.
- Potential risk regarding the ability to maintain listing on NYSE American.
- Risks associated with potential volatility of stock price following the closing of the merger.
📋 Key Facts
- The company is currently undergoing a Business Combination involving Amaze Holdings Inc., VINE Merger Sub Inc., Adifex Merger Sub LLC, and Adifex Holdings LLC.
- Amaze Software, Inc. ('Amaze') will become a subsidiary of Adifex as part of the transaction conditions.
- The filing includes an exclusive recorded conversation with the CEO of Amaze (Exhibit 99.1).
- Fresh Vine is currently listed on the NYSE American under the ticker AMZE.
Fresh Vine Wine, Inc. (VINE) has entered into a Business Combination Agreement to merge with Amaze Holdings Inc. via a multi-step merger involving several subsidiaries.
🚩 Red Flags
- Risk that the Business Combination may not be completed in a timely manner or at all.
- Potential for volatility in the price of VINE securities following the closing.
- Requirement to satisfy various conditions, including stockholder adoption and regulatory approvals.
- Risk regarding the ability to maintain NYSE American listing.
📋 Key Facts
- The transaction involves a merger between VINE and Amaze Holdings Inc. through various merger subs (VINE Merger Sub, Adifex Merger Sub).
- As part of the deal, Adifex shall close an acquisition of Amaze Software, Inc. stock.
- Upon completion, VINE will become a wholly owned subsidiary of Pubco (Amaze Holdings Inc.).
- Existing holders of VINE equity interests will receive pro rata portions of Pubco Common Stock.
Fresh Vine Wine, Inc. (VINE) has entered into a definitive Business Combination Agreement with Adifex to facilitate a merger that would result in VINE becoming a wholly owned subsidiary of Amaze Holdings Inc. The deal includes complex financing requirements and the cancellation of existing debt.
🚩 Red Flags
- Significant financing contingency: The deal requires a successful $10M capital raise to close.
- Complex debt/intercompany lending: VINE is lending $3.5M to Amaze, which is a key component of the merger structure.
- High penalty interest rate: Interest on the Amaze Note doubles to 12% if negotiations cease and the deal does not close.
- Control shift: Adifex has been granted the right to appoint or elect all directors of the VINE board post-closing.
📋 Key Facts
- Entered into a Business Combination Agreement on November 3, 2024, with Adifex (a subsidiary of Amaze Holdings Inc.).
- The transaction structure involves VINE merging into Pubco (Amaze Holdings) and Adifex merging into Pubco.
- Closing is contingent upon VINE completing a capital raise of up to $10,000,000.00 through equity or debt.
- VINE lent Amaze up to $3.5 million via a promissory note on October 28, 2024; interest rate jumps from 6% to 12% if the deal fails.
- Adifex granted VINE a springing security interest in all assets of Amaze Holding LLC.
- VINE cancelled a $3.5 million promissory note previously held against Adifex as part of this restructuring.
Fresh Vine Wine, Inc. announced a series of complex financing activities including $600k in secured convertible notes and warrants, the sale of Series B Preferred Stock, and a non-binding LOI to acquire Adifex Holdings LLC for $140 million in stock.
🚩 Red Flags
- Significant dilution risk: Convertible notes and warrants at $0.40 per share; Series B preferred stock issuance.
- High-risk financing: Secured convertible promissory notes with an original issuance discount of 20%.
- Complex related-party/intercompany lending: The company is lending up to $3.5 million to the target entity (Adifex) prior to the merger closing.
- Multiple material events in a single filing (1.01, 2.03, 3.02, 7.01, 8.01).
📋 Key Facts
- Entered into Securities Purchase Agreements on Oct 8, 2024, to sell up to $600,000 of secured convertible promissory notes at a 20% original issuance discount (gross proceeds $500,000).
- Notes bear no interest unless default occurs and mature April 4, 2025; conversion price set at $0.40.
- Issued warrants to purchase up to 740,000 shares of common stock at an exercise price of $0.40.
- Sold 6,980 shares of Series B Preferred Stock for $698,000 as of Oct 15, 2024.
- Signed a non-binding LOI on Oct 14, 2024, to acquire Adifex Holdings LLC (via Amaze Software) in a deal valued at $140 million in common stock.
- The proposed merger would result in current equity holders owning ~14% of the combined entity.
- Lent up to $3.5 million to Adifex via a promissory note with interest rates between 6% and 12% depending on merger completion.
Fresh Vine Wine, Inc. has mutually terminated its merger agreement with Notes Live, Inc., effective July 31, 2024. The termination results in the dissolution of previously established lock-up and support agreements between the parties.
🚩 Red Flags
- Failure of a significant M&A transaction (Merger Agreement) after 6 months of negotiation/process.
- Termination of lock-up and support agreements may lead to increased volatility in the company's common stock as insiders are no longer restricted from selling.
📋 Key Facts
- The Merger Agreement was originally entered into on January 29, 2024.
- The Termination Agreement was executed on July 31, 2024.
- No termination fees are payable by either Fresh Vine Wine or Notes Live.
- Lock-up and Support Agreements related to the merger have automatically terminated.
- The merger would have resulted in Notes Live becoming a wholly-owned subsidiary of Fresh Vine.
Fresh Vine Wine, Inc. has launched a private placement of Series B Convertible Preferred Stock to fund operations and support an upcoming merger with Notes Live, Inc. The offering includes significant warrants issued to the financial adviser.
🚩 Red Flags
- Potential massive dilution: The placement agent is receiving warrants for 300,000 common shares, which significantly exceeds the number of preferred shares being offered (20,000).
- Controversial voting support: Investors in this round are required to sign 'Support Agreements' to vote specifically for a pending merger with Notes Live, Inc., limiting shareholder choice.
- Low capital raise amount: The $94,000 received to date is very small relative to typical micro-cap operational needs, suggesting high dependency on these specific investors for the merger outcome.
📋 Key Facts
- Board approved issuance/sale of up to 20,000 shares of Series B Stock at $100.00 per share.
- As of April 2, 2024, 3,390 shares have been purchased by accredited investors, totaling $94,000 in subscription funds received.
- The offering is being used to secure support for a pending merger transaction with Notes Live, Inc.
- Purchasers are executing 'Support Agreements' to vote in favor of the merger and against alternative acquisition proposals.
- Financial adviser (Oak Ridge Financial Services Group) to receive an 8.0% cash fee plus seven-year warrants for up to 300,000 common shares at $0.50/share.
Fresh Vine Wine, Inc. has filed a Certificate of Designation for new Series B Convertible Preferred Stock. This issuance includes highly dilutive terms and significant liquidation preferences.
🚩 Red Flags
- Highly dilutive conversion terms: The $0.45 conversion price is significantly higher than the likely current market price for a micro-cap company in this sector, creating massive potential dilution.
- Aggressive liquidation preference: Holders are entitled to 150% of their investment before common stockholders receive anything.
- Redemption premiums: The company faces high costs (up to 200% of stated value) if it chooses to redeem the shares early.
📋 Key Facts
- Issuance of 50,000 shares of Series B Convertible Preferred Stock with a $100.00 stated value per share.
- Liquidation preference set at 150% of the Stated Value ($150.00 per share) plus accrued unpaid dividends.
- Conversion price is set at $0.45 per share, with a floor price of $0.05.
- Redemption rights allow the company to redeem up to 75% of shares at 150% of stated value within six months, and up to 50% at 200% after six months.
- Includes 'blocker' provisions to prevent holders from owning more than 4.99% via conversion.
Fresh Vine Wine, Inc. reported a jury verdict in a lawsuit filed by former employee Timothy Michaels regarding restricted stock legends. The jury awarded damages to the plaintiff in the amount of $585,976.25.
🚩 Red Flags
- Adverse legal verdict resulting in significant cash outflow ($585,976.25) for a micro-cap entity.
- Legal dispute involving stock restriction legends which can impact shareholder perception and liquidity.
📋 Key Facts
- Jury verdict rendered on January 25, 2024, in Hennepin County, Minnesota.
- Damages awarded to Timothy Michaels: $585,976.25.
- The dispute stems from a settlement agreement following the termination of Mr. Michaels' employment.
- The lawsuit involved the Company placing a restricted 'lock-up' legend on shares issued to the plaintiff.
Fresh Vine Wine, Inc. has entered into a definitive merger agreement with Notes Live, Inc., which will result in a reverse takeover of Fresh Vine by Notes Live. The transaction involves a significant change in control where existing Fresh Vine stockholders are expected to own only ~4.9% of the combined company.
🚩 Red Flags
- Reverse takeover structure: Fresh Vine stockholders are being heavily diluted to ~4.9%.
- Planned reverse stock split to maintain NYSE American listing.
- Requirement for the company to divest/liquidate its existing core business (Fresh Vine Legacy Business) as a condition of closing.
📋 Key Facts
- Merger Agreement entered into on January 25, 2024, between Fresh Vine Wine, Inc. and Notes Live, Inc.
- Notes Live valuation is set at $350,875,464 plus proceeds from a concurrent private offering.
- Fresh Vine Valuation is set at $18.0 million plus Net Cash Surplus (target of $3.5M).
- Post-merger ownership: Notes Live shareholders to own ~95.1%; Fresh Vine stockholders to own ~4.9%.
- The merger includes a planned reverse stock split to satisfy NYSE American listing standards.
- Fresh Vine is required to divest or wind down its 'Legacy Business' (wine production) as a condition of the merger.
- Combined company will change name to 'Notes Live Holding Corp.' and trade under ticker 'VENU'.