Heritage Distilling Holding Company, Inc SEC Filings

Heritage Distilling Holding Company, Inc. is registering 21,092,156 shares of common stock for resale by existing stockholders. These consist of 7,925,128 currently outstanding shares, 13,042,028 shares issuable from outstanding warrants (including 13,019,528 with a $0.20 or lower exercise price), and 125,000 shares from restricted stock units. The company is not selling shares itself and will only receive cash if warrants are exercised.

Its stock trades on Nasdaq under the symbol IPST, last reported at $6.28 per share on December 11, 2025. Heritage now operates two segments: an IP Management Infrastructure business built around holding and staking $IP Tokens on the Story Network, and its traditional craft spirits business. A recent $223.8 million private placement of pre-funded warrants funded the acquisition of 53.2 million $IP Tokens and the launch of a validator and staking operation, which has already produced large reported gains but also introduces significant earnings volatility tied to token prices.

As of November 25, 2025, 9,559,321 common shares were outstanding, and 22,726,349 would be outstanding if all warrants and RSUs in this filing are exercised or settled. The prospectus highlights extensive risks, including sustained operating losses in prior periods, heavy reliance on a highly volatile digital asset, complex tax and regulatory exposure around cryptocurrencies, internal control weaknesses previously identified by auditors, and ongoing competition and operational challenges in the craft spirits business.

Heritage Distilling Holding Company Inc. d/b/a IP Strategy filed a current report to let investors know that materials from its inaugural Investor Day 2025 are now available online. The company announced that a webcast replay, investor presentation, and full transcript can be accessed through the Investor Relations section of its website.

The virtual Investor Day highlighted how the company has evolved, its growth strategy, and how it aims to align with the Story network’s programmable intellectual property ecosystem. Leaders from both organizations discussed how AI, blockchain, and intellectual property may interact to form a new type of investable asset class. The related press release is furnished as an exhibit to this report.

Heritage Distilling Holding Company Inc. announced that it has regained compliance with Nasdaq’s minimum bid price rule. The company previously received a notice in April 2025 that its common stock had closed below $1.00 per share for 30 consecutive business days, putting its Nasdaq listing at risk under Listing Rule 5550(a)(2). Nasdaq has now informed the company that, because the stock closed at or above $1.00 per share for ten consecutive business days from November 5, 2025 to November 18, 2025, the deficiency has been cured and the matter is closed. The company issued a press release on November 20, 2025 to publicly announce the restored compliance.

Heritage Distilling Holding Company, Inc. (now IP Strategy) reports a dramatic shift in its business and balance sheet for the quarter and nine months ended September 30, 2025, driven by its new digital asset treasury strategy centered on Story $IP Tokens. Total assets jumped to $482,778,372, including $455,648,074 of intangible digital assets, up from total assets of $28,000,026 at December 31, 2024. Net income for the nine months reached $185,935,769 versus $5,426,409 a year earlier, primarily from a $245,841,410 gain in the fair value of intangible digital assets, partially offset by a $49,429,916 income tax expense. Core spirits revenues declined year over year, but new “Crypto and Related” revenue of $1,908,544 contributed to total net revenues of $5,402,806. The company strengthened liquidity through a $223.8 million PIPE of pre-funded warrants and an equity line of credit, while warning of significant volatility, regulatory and custody risks tied to its concentration in $IP Tokens and the possibility of multi-million-dollar penalties if PIPE-related registration deadlines are missed.

Heritage Distilling Holding Company, Inc. filed a notice that its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 will be submitted late. The company explains that compiling and reviewing the required information and financial statements created time constraints that made a timely filing impracticable without undue hardship and expense. Heritage Distilling expects to file the Form 10-Q within five days of the original due date. The company also anticipates a significant change in results, with expected net revenues of approximately $3.0 million for the quarter, up from $1.8 million a year earlier, an increase of about $1.2 million, or 69.7%, driven primarily by approximately $1.9 million in new revenue from its $IP token validator service launched on September 18, 2025.

Heritage Distilling Holding Company Inc. (doing business as IP Strategy) announced a 1-for-20 reverse stock split of its common stock. The action becomes effective at 12:01 a.m. Eastern Time on November 5, 2025, with trading on a split-adjusted basis on the Nasdaq Capital Market under the symbol IPST. The CUSIP for the common stock will change to 42727R 203.

The split is part of the company’s capital-markets and operating plan, including managing dilution and maintaining compliance with Nasdaq Listing Rule 5550(a)(2). Shares outstanding will be reduced from 183,483,092 as of October 30, 2025 to approximately 9,174,154 after the split, subject to rounding. Authorized shares will remain unchanged at 985,000,000 common and 10,000,000 preferred. No fractional shares will be issued; holders entitled to a fraction will receive cash based on the November 4, 2025 closing price. Equity awards, preferred conversion rates, and warrants will be proportionately adjusted, and exercise prices will increase inversely to keep aggregate exercise values approximately the same.

Heritage Distilling Holding Company, Inc. reported it received a Nasdaq notice granting an additional 180-day period, until April 13, 2026, to regain compliance with the Nasdaq minimum bid price rule.

The company remains listed on the Nasdaq Capital Market during this Compliance Period. Compliance will be achieved if the common stock closes at or above $1.00 for at least ten consecutive business days. The company indicated it may effect a reverse stock split, if needed, and must complete any such split no later than ten business days before the Compliance Period ends.

If compliance is not regained by April 13, 2026, Nasdaq may initiate delisting, which the company could appeal to a Nasdaq Hearings Panel. Nasdaq continues to display a noncompliance indicator alongside the company’s quotation data.

Heritage Distilling Holding Company, Inc. (Nasdaq: IPST) filed Amendment No. 1 to a Form S-1 to register up to 421,857,485 shares of common stock for resale by selling stockholders under Rule 415. The registered shares include 152,498,518 outstanding shares, 266,858,967 shares issuable upon exercise of outstanding warrants (including 266,846,807 with a $0.01 or less exercise price), and 2,500,000 shares issuable upon settlement of RSUs.

The company is not selling shares in this registration and will not receive proceeds from stockholder sales; it may receive cash only if warrants are exercised for cash. Sales may occur from time to time at market, fixed, related, or negotiated prices, and no underwriter has been engaged. The registration does not obligate holders to sell.

Shares outstanding were 183,483,092 as of October 13, 2025. If all registered warrants are exercised and RSUs settle, common stock outstanding would be 452,842,059. IPST last closed at $0.67 on October 14, 2025. The prospectus highlights significant risks tied to the company’s new digital-asset treasury strategy centered on $IP tokens, including price volatility, regulatory uncertainty, custody, and operational risks from running a validator.