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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 21, 2025
AMAZE HOLDINGS, 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.) |
|
2901
West Coast Highway, Suite 200
Newport
Beach, CA
|
|
92663 |
| (Address of principal executive offices) |
|
(Zip Code) |
(888)-672-0365
Registrant’s telephone number, including area
code
Fresh Vine Wine, Inc.
(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 to 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 |
|
AMZE |
|
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 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 8.01 Other Events.
On November 21, 2025, the Company filed a prospectus
supplement (the “Prospectus Supplement”) to register an additional $18,106,838 of shares of the Company’s common stock
issuable pursuant to the at-the-market offering agreement, dated as of October 15, 2025 (the “Sales Agreement”), with Ladenburg
Thalmann & Co. Inc. (“Ladenburg”). The Company previously registered the offer and sale of up to $6,959,000 of shares
of common stock through Ladenburg acting as sales agent under the Sales Agreement. Prior to the date hereof, the Company has sold an
aggregate of $6,893,162 shares of common stock under the Sales Agreement. An opinion relating to the validity of the shares of common
stock that may be issued pursuant to the Sales Agreement and covered by the Prospectus Supplement is filed as Exhibit 5.1 to this Current
Report on Form 8-K.
The issuance and sale of the Shares by the Company under the Sales Agreement will be made pursuant to the Company’s
registration statement on Form S-3 (File No. 333-289876) filed with the Securities and Exchange Commission on August 27, 2025 and declared
effective on September 19, 2025 (the “Registration Statement”) and a base prospectus dated as of September 19, 2025 included
in the Registration Statement, as supplemented by the prospectus supplement dated as of October 15, 2025 and the Prospectus Supplement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 5.1 |
|
Opinion of Maslon LLP |
| 23.1 |
|
Consent of Maslon LLP (included in Exhibit 5.1) |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Dated: November 21, 2025 |
|
|
| |
|
|
| |
AMAZE HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Aaron Day |
| |
Name: |
Aaron Day |
| |
Title: |
Chief Executive Officer |