Heritage Distilling (NASDAQ: IPST) adds 500M authorized shares ahead

Rhea-AI Filing Summary

Heritage Distilling Holding Company Inc. reported that its stockholders approved a charter amendment increasing the company’s authorized capital stock by 500,000,000 shares, bringing the total authorization to 995,000,000 shares. Of this total, 985,000,000 are authorized as common stock and 10,000,000 as preferred stock.

The proposal was approved at a special stockholder meeting with 8,935,874 shares voting in favor, representing approximately 88% of the votes cast and about 58% of the outstanding common stock as of the record date. The Second Amendment to the Certificate of Incorporation was filed with the Delaware Secretary of State on September 26, 2025, and became effective upon filing.

Insights

Equity Capital Markets Analyst

Heritage Distilling greatly expands its authorized share capacity, creating headroom for future equity actions but without immediate issuance.

Heritage Distilling secured stockholder approval to increase its authorized capital stock by 500,000,000 shares, lifting the total to 995,000,000 shares, split into 985,000,000 common and 10,000,000 preferred. This is a structural change to the company’s charter and does not itself issue new shares, but it significantly enlarges the pool the company may draw from in the future.

The proposal received 8,935,874 affirmative votes, about 88% of votes cast and roughly 58% of outstanding common shares as of the record date, indicating strong support among participating shareholders. Actual impact on ownership and dilution will depend on how, when, and if the company chooses to issue any of these newly authorized shares, which would be detailed in subsequent corporate actions and disclosures.

FALSE0001788230--12-3100017882302025-09-262025-09-26

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) September 26, 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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 26, 2025, as described below, upon the recommendation of the Board of the Company, the Company’s stockholders approved an amendment (the “Second Amendment”) to the Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of capital stock by 500,000,000 shares for a total of 995,000,000 shares of which 985,000,000 will be shares of common stock and 10,000,000 will be shares of preferred stock, as further described in “Proposal Three - Approval of an Amendment to the Certificate of Incorporation to Increase the Company’s Authorized Shares” on pages 16 to 18 of the Special Meeting Proxy Statement and previously approved by the Board of the Company on August 18, 2025, subject to stockholder approval. At a special meeting of the stockholders held on September 18, 2025, the proposal received the affirmative vote of 8,935,874 shares, representing approximately 88% of the votes cast and approximately 58% of the Company’s outstanding common stock as of the record date.

As a result, the Company filed the Second Amendment with the Secretary of State of the State of Delaware on September 26, 2025, which became effective upon filing.

The foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
3.1						Second Amendment to Second Amended and Restated Certificate of Incorporation of Heritage Distilling Holding Company, Inc.
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: September 29, 2025			HERITAGE DISTILLING HOLDING COMPANY INC.
			By:			/s/ Justin Stiefel
						Justin Stiefel
						Chief Executive Officer

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FAQ

What change did Heritage Distilling (CASK) make to its capital structure?

Heritage Distilling approved a Second Amendment to its Certificate of Incorporation that increases its authorized capital stock by 500,000,000 shares to a total of 995,000,000 shares, consisting of 985,000,000 common shares and 10,000,000 preferred shares.

How many authorized shares does Heritage Distilling now have after the amendment?

After the amendment, Heritage Distilling is authorized to issue a total of 995,000,000 shares of capital stock, of which 985,000,000 are common stock and 10,000,000 are preferred stock.

How did Heritage Distilling shareholders vote on the increase in authorized shares?

At the special meeting on September 18, 2025, the proposal to increase authorized shares received 8,935,874 affirmative votes, representing approximately 88% of the votes cast and about 58% of the company’s outstanding common stock as of the record date.

When did the charter amendment for Heritage Distilling become effective?

The Second Amendment to Heritage Distilling’s Second Amended and Restated Certificate of Incorporation was filed with the Delaware Secretary of State on September 26, 2025, and became effective upon filing.

Does the increase in authorized shares mean Heritage Distilling immediately issued new stock?

No. The amendment increases the number of shares that may be issued in the future but does not by itself issue any new shares or describe specific issuances.

Where can investors see the full text of Heritage Distilling’s charter amendment?

The full text of the Second Amendment is filed as Exhibit 3.1 to the current report and is incorporated by reference into the disclosure.