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

Rhea-AI Filing Summary

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.

Positive

• Nasdaq bid-price compliance regained: The stock traded at or above $1.00 per share for ten consecutive business days (November 5–18, 2025), leading Nasdaq to close the prior listing deficiency matter.

Negative

• None.

Insights

Equity & Listing Standards Analyst

Heritage Distilling removed an immediate Nasdaq delisting risk by regaining minimum bid compliance.

Heritage Distilling Holding Company Inc. confirms its common stock has met Nasdaq’s minimum bid price requirement after a prior deficiency notice tied to Nasdaq Listing Rule 5550(a)(2). The closing bid stayed at or above $1.00 per share for ten consecutive business days from November 5, 2025 through November 18, 2025, which led Nasdaq staff to determine the company is back in compliance.

This outcome removes the specific listing deficiency referenced in the earlier notices from April 2025 and October 2025. Remaining listed on Nasdaq helps preserve normal trading access and avoids the complications that can arise if a stock moves to an over-the-counter venue, although this filing does not discuss broader financial performance or future plans.

The company also issued a press release on November 20, 2025 to communicate the status change, and attached it as Exhibit 99.1. Subsequent periodic and current reports will provide additional context around stock performance and any future interactions with listing requirements.

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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) November 19, 2025

HERITAGE DISTILLING HOLDING COMPANY INC.

(Exact name of registrant as specified in charter)

Delaware

001-42411

83-4558219

(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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

IPST

The 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed in Current Reports on Form 8-K filed with the Securities and Exchange Commission on April 18, 2025 and October 17, 2025, on April 14, 2025, Heritage Distilling Holding Company, Inc. (the “Company”) received a notice from the Nasdaq Stock Market LLC (“Nasdaq”), indicating that the Company’s common stock, par value $0.0001 per share (the “Common Stock”), did not meet the minimum bid price required set forth in Nasdaq Listing Rule 5550(a)(2), as the closing bid price for the Common Stock was below $1.00 per share for 30 consecutive business days.

On November 19, 2025, the Company received a letter from Nasdaq stating that, as the closing bid price of the Common Stock has been at $1.00 per share or greater for the ten consecutive business days from November 5, 2025 to November 18, 2025, the Staff has determined that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2) and has closed the matter.

Item 7.01 Regulation FD Disclosure.

On November 20, 2025, the Company issued a press release announcing that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2).

A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is hereby furnished pursuant to this Item 7.01.

The information disclosed under this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press release dated November 20, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

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.

Date: November 20, 2025			HERITAGE DISTILLING HOLDING COMPANY INC.
			By:			/s/ Justin Stiefel
						Justin Stiefel
						Chief Executive Officer

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FAQ

What Nasdaq issue did Heritage Distilling (CASK) previously face?

The company received a Nasdaq notice on April 14, 2025 stating its common stock failed to meet the $1.00 per share minimum bid price under Listing Rule 5550(a)(2) after trading below that level for 30 consecutive business days.

How did Heritage Distilling regain compliance with Nasdaq Listing Rule 5550(a)(2)?

Nasdaq informed the company on November 19, 2025 that the common stock’s closing bid price had been at or above $1.00 per share for ten consecutive business days from November 5–18, 2025, restoring compliance.

What does Nasdaq’s determination mean for Heritage Distilling’s listing?

Nasdaq staff determined the company has regained compliance with the minimum bid price rule and has closed the matter, meaning the prior delisting risk tied to that specific deficiency is removed.

Did Heritage Distilling disclose the Nasdaq compliance news publicly?

Yes. On November 20, 2025, the company issued a press release announcing it had regained compliance with Nasdaq Listing Rule 5550(a)(2), which is furnished as Exhibit 99.1.

Does this 8-K include any financial results for Heritage Distilling?

No. The 8-K focuses on Nasdaq listing compliance and the related press release; it does not present earnings or other financial performance data.

What exhibits are attached to Heritage Distilling’s 8-K about Nasdaq compliance?

The filing lists Exhibit 99.1, a press release dated November 20, 2025, and Exhibit 104, the cover page interactive data file embedded within the Inline XBRL document.