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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 15, 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) |
(855) 766-9463
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.
On October 15, 2025, Amaze Holdings, Inc. (the
“Company”) entered into an At The Market Offering Agreement (the “Sales Agreement”) with Ladenburg Thalmann &
Co. Inc. (“Ladenburg”). Under the Sales Agreement, the Company may sell from time to time, through or to Ladenburg, acting
as agent or principal, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having
an aggregate offering price of up to $6,959,000 (the “Shares”).
The Company is not obligated to sell any Shares
under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, Ladenburg will use commercially reasonable efforts,
consistent with its normal trading and sales practices and applicable laws and regulations, to sell the Shares from time to time, based
upon the Company’s instructions, including any price, time or size limits. Under the Sales Agreement, Ladenburg may sell the Shares
by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the
Securities Act of 1933, as amended, including, without limitation, sales made directly on the NYSE American. The Company will pay Ladenburg
a commission of up to 3.0% of the gross proceeds of any Shares sold through Ladenburg under the Sales Agreement. The Company has also
provided Ladenburg with customary indemnification rights and expense reimbursements for up to $75,000 of expenses in addition to periodic
diligence expenses. The Sales Agreement may be terminated by either party as set forth in the Sales Agreement.
The offer and sale, if any, of the Shares under
the Sales Agreement will be made pursuant to the Company’s shelf registration statement on Form S-3 and the related prospectus (File
No. 333-289876) filed with the Securities and Exchange Commission (the “SEC”) on August 27, 2025, as supplemented by a prospectus
supplement dated October 15, 2025. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to
buy any Shares under the Sales Agreement, nor shall there be any offer, solicitation or sale of the Shares in any state in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state.
A copy of the opinion of Maslon LLP relating to
the validity of the Shares that may be issued pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The foregoing description of the Sales Agreement is qualified in its entirety
by reference to the full text of the Sales Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated
herein by reference. The representations, warranties and covenants contained in the Sales Agreement were made only for purposes of the
Sales Agreement as of specific dates indicated therein, were solely for the benefit of Ladenburg and to allocate risk between the Company
and Ladenburg, and may be subject to limitations agreed upon by the parties.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
|
Description |
| 1.1 |
|
At The Market Offering Agreement, dated October 15,
2025, between Amaze Holdings, Inc. and Ladenburg Thalmann & Co. Inc. |
| 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: October 15, 2025 |
|
|
| |
|
|
| |
AMAZE HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Aaron Day |
| |
Name: |
Aaron Day |
| |
Title: |
Chief Executive Officer |
