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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):
October 23, 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 1.01 Entry into a Material Definitive Agreement.
As previously reported in its Current Report on Form
8-K filed with the Securities and Exchange Commission on August 13, 2025, on August 7, 2025, Amaze Holdings, Inc. (the “Company”)
entered into a securities purchase agreement (the “Original Purchase Agreement”) with Parler Cloud Technologies, LLC (“Parler”).
Pursuant to the Original Purchase Agreement and subject to the satisfaction of certain conditions set forth therein, Parler would purchase
1,000,000 shares (the “Shares”) of common stock, par value 0.001 per share (the “Common Stock”), of the Company
at $6.00 per share and a 3-year warrant (the “Warrant”) to purchase 1,000,000 shares of Common Stock (the “Warrant Shares”)
at an exercise price of $7.50 per share, subject to adjustment.
On October 23, 2025,
the Company and Parler revised the terms of the transaction contemplated by the Original Purchase Agreement by entering into an Amended
and Restated Securities Purchase Agreement (the “A&R Purchase Agreement”). Under the A&R Purchase Agreement, Parler
has agreed to purchase the same number of Shares and Warrants in three tranches for an aggregate purchase price of $4,000,000. Parler
will pay the aggregate purchase price as follows: (i) $2,000,000 in the form of 400 shares of Parler’s Series A Preferred Stock
priced at $5,000 per share, in exchange for 500,000 Shares and 500,000 Warrants (“Tranche 1”); (ii) $1,000,000 in cash for
250,000 Shares and 250,000 Warrants (“Tranche 2”); and (iii) $1,000,000 in cash for 250,000 Shares and 250,000 Warrants (“Tranche
3”). The Company has the option to receive shares of Parler’s Series A Preferred Stock instead of cash for Tranche 2 and Tranche
3. Subject to the terms and conditions of the A&R Purchase Agreement, the closing of Tranche 1 and Tranche 2 will occur on or before
November 30, 2025 and the closing of Tranche 3 will occur on or before December 31, 2025.
The A&R Purchase
Agreement includes customary representations and warranties from the Company and Parler, customary closing conditions, as well as customary
covenants and agreements related to transfer restrictions, material non-public information and short sale prohibitions.
The foregoing description
of the A&R Purchase Agreement is qualified in its entirety by reference to the full text of such document, which is attached as Exhibit
10.1, and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity
Securities.
The information set forth
in Item 1.01 is incorporated herein by reference. The securities described herein were offered and sold in reliance upon exemptions from
registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated
thereunder, as transactions by an issuer not involving any public offering.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Amended and Restated Securities Purchase Agreement dated as of October 23,
2025 between Amaze Holdings, Inc. and Parler Cloud Technologies, LLC |
| 10.2 |
|
Form of Warrant (incorporated by reference to Exhibit 10.2 to Current Report
on Form 8-K filed August 13, 2025) |
| 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: October 27, 2025 |
|
|
| |
|
|
| |
AMAZE HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Aaron Day |
| |
Name: |
Aaron Day |
| |
Title: |
Chief Executive Officer |
