Heritage Distilling Holding Company, Inc SEC Filings

Heritage Distilling Holding Company (CASK) reporting person Justin B. Stiefel, CEO and Treasurer and a director, notified the company of acquisitions on 09/18/2025. He acquired 3,309,615 pre-funded warrants exercisable into common stock at $0.0001 and tied to a conversion into 3,309,615 shares at an underlying price of $0.6042; these instruments are held indirectly through Constantine IHSV, LLC. The filing also discloses indirect ownership of 330,283 shares held by his spouse and 1,737 shares held in an IRA, and a disposition of 325,921 shares. The warrant includes an initial exercise tied to a requisite stockholder approval and will be cashless-exercised thereafter in accordance with its terms.

Insider purchase and holdings update for Heritage Distilling (CASK). Andrew M. Varga, a company director, reported transactions dated 09/18/2025 showing an acquisition of 300,000 pre-funded warrants at $0.0001 held in his IRA and beneficial ownership of 300,000 common shares via that IRA. The filing also reports a disposition of 154,500 common shares. The pre-funded warrant becomes exercisable after the requisite stockholder approval and will be automatically exercised via cashless exercise; the warrant has no expiration date per the filing. Holdings are reported as indirect through Charles Schwab custodian for his IRA.

Heritage Distilling Holding Company, Inc. held a Special Meeting of stockholders on September 18, 2025. Stockholders representing 10,138,167 shares, approximately 65.8% of outstanding common stock as of the July 23, 2025 record date, were present or represented by proxy, constituting a quorum. The meeting addressed seven proposals described in the company’s Special Meeting Proxy Statement filed August 29, 2025. The excerpt provided describes Proposal 1 as a vote concerning, for Nasdaq Listing Rule compliance, the issuance of pre-funded warrants and shares issuable upon exercise of those warrants under subscription agreements with certain accredited or institutional investors. Vote counts and the outcomes for the proposals are not included in the provided text.

Heritage Distilling Holding Company (CASK) is asking stockholders to approve multiple governance and financing proposals at a Special Meeting. The company seeks approval to adjourn the meeting if additional proxies are needed, to authorize issuance of 6,416,168 Advisory Common Stock shares, grant 2,500,000 Advisory RSUs plus RSUs valued at $250,000, and to allow up to 17,500,000 Advisory Warrant shares. The Certificate of Incorporation amendment would increase authorized shares to 995,000,000 (985,000,000 common). The company reported 15,401,989 common shares outstanding as of July 23, 2025, and disclosed large outstanding instruments including Pre-Funded Warrants to purchase 370,378,890 shares. The Board also proposes a reverse stock split (ratios 1-for-5 to 1-for-20) to regain Nasdaq compliance with the $1.00 bid-price rule after a delisting notice and a compliance period ending October 13, 2025. The Board recommends voting FOR the listed proposals.

Heritage Distilling Holding Company, Inc. filed an S-1 registering up to 426,529,228 shares for resale by selling stockholders and reports 11,862,404 outstanding common shares. The company highlights its direct-to-consumer (DtC) and Tribal Beverage Network sales channels and a Salute Series of premium whiskeys that generated over $1.8 million in revenue from more than 25,000 bottles sold through June 30, 2025. It completed a large pre-funded warrant offering (approximately 370.4 million pre-funded warrants for about $223.8 million) funded by cash, USDC and $IP tokens. The filing discloses Series B preferred stock issuances with a 15% dividend rate and an adjusted conversion price of $0.4736 per share. The company adopted a cryptocurrency treasury reserve policy and plans limited crypto payments and staking activities; it notes substantial operational, regulatory and custody risks related to digital assets. The registrant is on a Nasdaq minimum-bid-price compliance timeline through October 13, 2025.

Heritage Distilling Holding Company, Inc. filed a Form D reporting a Regulation D, Rule 506(b) offering that raised total gross proceeds of $223,819,949, with $0 remaining to be sold. The notice lists 49 investors and a reported $4,253,670 in estimated sales commissions. Cantor Fitzgerald & Co. and Roth Capital Partners, LLC acted as participating brokers and received warrants to buy an aggregate 4,307,289 shares and expense reimbursement up to $300,000. The offering included options/warrants and the underlying securities to be acquired on exercise, had a first sale date of 2025-08-15, is not tied to a business combination, and is intended to last less than one year.

Andrew M. Varga, a director of Heritage Distilling Holding Company (CASK), purchased pre-funded warrants exercisable for common stock. On 08/15/2025 Varga acquired 300,000 pre-funded warrants at a stated underlying common-stock price of $0.6042 per share. The warrants were issued under a subscription agreement dated August 11, 2025, as amended August 15, 2025, and will be automatically exercised on a cashless basis upon receipt of the Stockholder Approval referenced in that agreement. The reported securities are held in Charles Schwab & Co., custodian for Varga's contributory IRA, and are therefore reported as indirectly owned. The Form 4 was signed by an attorney-in-fact on 08/19/2025.