FALSE000178823012/3100017882302026-02-172026-02-17
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) February 17, 2026
IP STRATEGY HOLDINGS, INC.
(Exact name of registrant as specified in charter)
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| Delaware | | 001-42411 | | 83-4558219 |
(State or other Jurisdiction of
Incorporation or Organization) | | (Commission File Number) | | (IRS Employer
Identification No.) |
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9668 Bujacich Road Gig Harbor, Washington | | 98332 |
| (Address of Principal Executive Offices) | | (zip code) |
(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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 17, 2026, IP Strategy Holdings, Inc. (f/k/a Heritage Distilling Holding Company, Inc.) (the “Company”) filed a Third Amended and Restated Certificate of Incorporation (the “Third A&R Charter”) with the Secretary of State of the State of Delaware to change the Company’s name from “Heritage Distilling Holding Company, Inc.” to “IP Strategy Holdings, Inc.”, effective on February 18, 2026 at 12:01 a.m. Eastern Time.
Following the change of the Company’s name from Heritage Distilling Holding Company Inc. to IP Strategy Holdings, Inc., the Company’s Common Stock, par value $0.0001 per share (“Common Stock”), will continue to trade on the Nasdaq Capital Market under the same “IPST” symbol. Similarly, the CUSIP number for the Company’s Common Stock will not change.
In addition, the Company’s Board of Directors approved the Second Amended and Restated Bylaws (the “Second A&R Bylaws”), effective upon the effectiveness of the Third A&R Charter, to reflect the change of the Company’s name from Heritage Distilling Holding Company Inc. to IP Strategy Holdings, Inc.
The foregoing description of the Third A&R Charter and the Second A&R Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Third A&R Charter and the Second A&R Bylaws, which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On February 18, 2026, the Company issued a press release announcing the effectiveness of the change in the Company’s name. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
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.
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| Exhibit No. | | Description |
3.1 | | Third Amended and Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware on February 17, 2026 |
3.2 | | Second Amended and Restated Bylaws of the Company, effective February 18, 2026 |
99.1 | | Press Release dated February 18, 2026 |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| Date: February 18, 2026 | HERITAGE DISTILLING HOLDING COMPANY INC. |
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| By: | /s/ Justin Stiefel |
| | Justin Stiefel |
| | Chief Executive Officer |
Exhibit 99.1
Heritage Distilling Holding Company, Inc. Changes Company Name to IP Strategy Holdings, Inc.
GIG HARBOR, Wash., February 18, 2026 – IP Strategy Holdings, Inc. (Nasdaq: IPST) (“IP Strategy” or the “Company”) today announced that it effected a change in its name from Heritage Distilling Holding Company, Inc. to IP Strategy Holdings, Inc., effective as of 12:01 a.m., Eastern Time, on February 18, 2026.
The name change underscores IP Strategy’s strategic focus on programmable intellectual property and AI-native data networks, including its $IP token treasury and validator operations within the Story network ecosystem.
Beginning February 19, 2026, Nasdaq is expected to reflect the new corporate name on its trading platform. The Company’s ticker symbol, “IPST”, and CUSIP number will remain unchanged. All relevant information for the investment community can be accessed on the Company’s investor relations website at ir.ipstrategy.co.
About IP Strategy
IP Strategy (Nasdaq: IPST) is the first Nasdaq-listed company to hold $IP tokens as a primary reserve asset and operate a validator for the Story Protocol. The Company provides public market investors broad exposure to the $80 trillion programmable intellectual property economy in a regulated equity format. IP Strategy’s treasury reserve of $IP tokens provides direct participation in the Story ecosystem, which enables on-chain registration, licensing, and monetization of intellectual property.
Forward-Looking Statement
This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. IP Strategy’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside IP Strategy’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to, those described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), the Company’s Quarterly Reports on Form 10-Q and the Company’s Current Reports on Form 8-K.
IP Strategy cautions that the foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in IP Strategy’s most recent filings with the SEC. All subsequent written and oral forward-looking statements concerning IP Strategy or other matters and attributable to IP Strategy or any person acting on its behalf, are expressly qualified in their entirety by the cautionary statements above. IP Strategy cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. IP Strategy does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Investor Contact
(800) 595-3550
ir@ipstrategy.co
