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[8-K] Heritage Distilling Holding Company, Inc. Reports Material Event

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

IP Strategy Holdings, Inc. reported that stockholders approved a potential reverse stock split at a special meeting held on April 10, 2026. The reverse split may be set at any ratio between 1-for-3 and 1-for-20 and will not reduce the number of authorized common shares.

A total of 4,912,975 common shares, representing approximately 47.77% of shares outstanding as of March 19, 2026, were present or represented by proxy, establishing a quorum. Stockholders cast 4,791,938 votes for the proposal, 120,868 against and 169 abstentions, meaning 97.53% of votes cast supported the reverse split authorization. The board is now authorized to determine the timing and exact ratio at its discretion.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse split range 1-for-3 to 1-for-20 Authorized range approved at special meeting
Shares represented 4,912,975 shares Common shares present or by proxy at special meeting
Participation rate 47.77% Portion of outstanding common shares as of March 19, 2026
Votes for proposal 4,791,938 votes Votes in favor of reverse split authorization
Votes against proposal 120,868 votes Votes against reverse split authorization
Abstentions 169 votes Abstentions on reverse split proposal
Support level 97.53% Percentage of votes cast that supported Proposal 1
Record date March 19, 2026 Date for determining stockholders entitled to vote
reverse stock split financial
"approve an amendment to the Certificate of Incorporation to effect a reverse stock split of the Company’s Common Stock"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Certificate of Incorporation regulatory
"approve an amendment to the Certificate of Incorporation to effect a reverse stock split"
A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.
special meeting of stockholders regulatory
"held a special meeting of stockholders (the “Special Meeting”)"
A special meeting of stockholders is an unscheduled gathering called to let shareholders vote on specific, often urgent company decisions—like mergers, major asset sales, changes to the board, or amendments to governing rules. Think of it as an emergency town hall where owners cast ballots in person or by mail/online; outcomes can materially change a company’s strategy, control or value, so investors pay close attention and may need to vote or adjust holdings accordingly.
quorum regulatory
"were present or represented by proxy at the Special Meeting, constituting a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Broker Non-Votes regulatory
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
Understanding 8-K Material Events →
FALSE000178823000017882302026-04-102026-04-10

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 10, 2026
IP STRATEGY HOLDINGS, INC.
(Exact name of registrant as specified in charter)
Delaware001-4241183-4558219
(State or other Jurisdiction of
Incorporation or Organization)		(Commission File Number)(IRS Employer
Identification No.)
9668 Bujacich Road
Gig Harbor, Washington
98332
(Address of Principal Executive Offices)(zip code)
(253) 509-0008
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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(b) under the Exchange Act (17 CFR 240.14a-12(b))
☐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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareIPSTThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
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. o


Item 5.07    Submission of Matters to a Vote of Security Holders.
On April 10, 2026, IP Strategy Holdings, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on two proposals and cast their votes as described below. The proposals are described in the Special Meeting Proxy Statement. Stockholders representing a total of 4,912,975 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), or approximately 47.77% of the Company’s outstanding shares of Common Stock as of March 19, 2026, the record date for the Special Meeting, were present or represented by proxy at the Special Meeting, constituting a quorum.
Proposal 1
The Company’s stockholders cast their votes to approve an amendment to the Certificate of Incorporation to effect a reverse stock split of the Company’s Common Stock at a reverse stock split ratio ranging from 1:3 to 1:20, without reducing the authorized number of shares of Common Stock, and to authorize the Board to determine, at its discretion, the timing of the amendment and the specific ratio of the reverse stock split, without further approval or authorization of the Company’s stockholders, as set forth below:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
4,791,938
120,868
169
0
Result: Of all votes cast, 97.53% voted FOR Proposal 1. Proposal 1 required the affirmative vote of the majority of the votes cast by stockholders present, in person or by proxy, at the Special Meeting. Proposal 1 was approved.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
2

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 14, 2026IP STRATEGY HOLDINGS, INC.
By:/s/ Justin Stiefel
Justin Stiefel
Chief Executive Officer
3

Source: View Original Filing on SEC EDGAR

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