Heritage Distilling NT 10-Q shows $3.0M revenue, filing delay

Rhea-AI Filing Summary

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.

Insights

Equity analyst

Heritage Distilling flags a late 10-Q but highlights a sharp revenue increase driven by a new token validator service.

Heritage Distilling Holding Company, Inc. has notified investors that its Form 10-Q for the quarter ended September 30, 2025 will be filed after the deadline, citing the effort required to compile and review financial information. The company states it plans to file within the additional five-day window permitted under the rules for late quarterly reports.

The same notice indicates a substantial change in operations: net revenues are expected to be about $3.0 million for the quarter, compared with $1.8 million for the prior-year quarter, an increase of roughly $1.2 million, or 69.7%. Management attributes this primarily to approximately $1.9 million in new revenue from the company’s $IP token validator service, launched on September 18, 2025.

The combination of a late filing and strong revenue growth suggests operational complexity is increasing, particularly around the new token validator business. Future periodic reports will show how sustainable the validator-related revenue is and how it affects margins and overall financial health once the Form 10-Q is filed and detailed financial statements are available.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

			(Check One):						☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
									For Period Ended: September 30, 2025
									☐ Transition Report on Form 10-K
									☐ Transition Report on Form 20-F
									☐ Transition Report on Form 11-K
									☐ Transition Report on Form 10-Q
									☐ Transition Report on Form N-SAR
									For the Transition Period Ended: ____________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not applicable.

PART I — REGISTRANT INFORMATION

Heritage Distilling Holding Company, Inc.

Full Name of Registrant

N/A

Former Name if Applicable

9668 Bujacich Road

Address of Principal Executive Office (Street and Number)

Gig Harbor, Washington 98332

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

			(a)			The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒			(b)			The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
			(c)			The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Heritage Distilling Holding Company, Inc. (the “Registrant”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2025 (the “Form 10-Q”). The compilation, dissemination, and review of the information required to be presented in the Form 10-Q for the relevant period, including, without limitation, the financial statements to be included therein, has imposed time constraints that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense to the Registrant. The Registrant undertakes the responsibility to file, and anticipates that it will file, the Form 10-Q no later than five days after its original prescribed due date.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Justin Stiefel, Chief Executive Officer

(253)

509-0008

(Name)

(Area Code)

(Telephone Number)

(2)			Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).
			☒ Yes ☐ No

(3)			Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
			☒ Yes ☐ No
			The Registrant expects to report net revenues of approximately $3.0 million for the quarter ended September 30, 2025 compared $1.8 million for the quarter ended September 30, 2024, an increase of approximately $1.2 million, or 69.7%, period over period. The increase in net revenues resulted primarily from approximately $1.9 million in new revenue for the quarter tied to the Registrant’s $IP token validator service that was launched on September 18, 2025.

2

The Registrant expects to report net income (after tax) of approximately $196.3 million for the quarter ended September 30, 2025 compared to a net loss of approximately $3.4 million for the quarter ended September 30, 2024. Of the third quarter 2025 net income, approximately $245.8 million is expected to be attributable to the change in fair value of the Registrant’s intangible digital assets based on the $IP token’s closing price as of September 30, 2025, which amount is expected to be offset by a liability of approximately $49.4 million attributable to estimated deferred federal income taxes attributable to such change in fair value of intangible digital assets, which has not yet been offset by any of the Registrant’s 2024 net operating loss carryforwards of $61.2 million.

3

Heritage Distilling Holding Company, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 17, 2025			By:			/s/ Justin Stiefel
						Justin Stiefel
						Chief Executive Officer

4

FAQ

Why did Heritage Distilling (CASK) file an NT 10-Q late filing notice?

Heritage Distilling filed an NT 10-Q because compiling, disseminating, and reviewing the information and financial statements required for the Form 10-Q for the quarter ended September 30, 2025 imposed time constraints that made a timely filing impracticable without undue hardship and expense.

When does Heritage Distilling (CASK) expect to file its September 30, 2025 Form 10-Q?

Heritage Distilling states that it undertakes the responsibility to file, and anticipates that it will file, the Form 10-Q for the quarter ended September 30, 2025 no later than five days after its original prescribed due date.

How are Heritage Distilling’s net revenues expected to change in the September 30, 2025 quarter?

Heritage Distilling expects to report net revenues of approximately $3.0 million for the quarter ended September 30, 2025, compared with $1.8 million for the quarter ended September 30, 2024, an increase of about $1.2 million, or 69.7% year over year.

What is driving Heritage Distilling’s revenue growth in the latest quarter?

The increase in net revenues is expected to result primarily from approximately $1.9 million in new revenue tied to Heritage Distilling’s $IP token validator service, which was launched on September 18, 2025.

Does Heritage Distilling (CASK) expect a significant change in results of operations?

Yes. Heritage Distilling indicates it anticipates a significant change in results of operations, highlighting the expected rise in net revenues to about $3.0 million for the quarter ended September 30, 2025 from $1.8 million in the prior-year quarter.

Has Heritage Distilling filed all other required periodic reports in the last 12 months?

Heritage Distilling indicates that all other periodic reports required under the applicable securities laws during the preceding 12 months, or such shorter required period, have been filed.

Who signed Heritage Distilling’s NT 10-Q filing and in what capacity?

The NT 10-Q notification was signed on behalf of Heritage Distilling Holding Company, Inc. by Justin Stiefel, who is the company’s Chief Executive Officer.