Heritage Distilling Holding Company, Inc SEC Filings

Matthew J. Swann, a director of Heritage Distilling Holding Company (ticker: CASK), reports transactions converting preferred shares into common stock and pre-funded warrants. The filing corrects a prior omission that on 06/27/2025 he acquired 10,000 shares of Series B Convertible Preferred Stock. On 08/15/2025 he exchanged those 10,000 Series B shares for 13,315 shares of common stock and pre-funded warrants to purchase an aggregate of 252,994 common shares pursuant to an exchange agreement. The reported common shares owned following the transaction are 119,065 (direct). The pre-funded warrants become exercisable on staged conditions: one set earliest of three months or if stock closes at or above $1.50; the other set earliest of six months or if stock closes at or above $2.00.

Heritage Distilling Holding Company, Inc. (CASK) is asking stockholders to approve multiple proposals at a Special Meeting. As of the July 23, 2025 record date, 15,401,989 shares of common stock were outstanding. The company seeks approval to increase authorized common shares to 985,000,000 total (from 490,000,000), to adopt a reverse stock split to meet Nasdaq's $1.00 bid-price requirement (current compliance period expires October 13, 2025), and to adjourn the meeting if additional proxy solicitation is needed.

The company also requests approval under Nasdaq Rule 5635(c) to issue equity to advisors: 6,416,168 advisory common shares, 2,500,000 Advisory RSUs plus $250,000 in RSU value, and Advisory Warrants to purchase up to 17,400,000 (described) shares. A Plan Amendment would expand the 2024 Equity Incentive Plan to 35,000,000 shares (an increase of 30,000,000), citing a projected burn rate of 33.3% and estimated dilution of ~8.1% post-offering. The proxy explains quorum, broker voting rules, tax treatment of the reverse split, and voting thresholds for each proposal.

Heritage Distilling Holding Company, Inc. (CASK) reported the sale of Pre-Funded Warrants to investors and issuance of Agent Warrants to placement agents, relying on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D and similar state exemptions. The report references a subscription agreement filed with the SEC and describes the intended use of offering proceeds and a digital asset treasury strategy. The filing cautions that forward-looking statements are subject to substantial risks, including the highly volatile price of $IP Tokens and potential correlation between those digital assets and the company’s stock price.

Heritage Distilling Holding Company, Inc. (CASK) reported significant operating losses and liquidity pressure in the quarter. The company recorded a net loss of $(7.3) million for the three months and $(10.3) million for the six months ended June 30, 2025, and used approximately $3.5 million of cash in operations in the six-month period. Accumulated deficit was about $84.5 million and stockholders' deficit was approximately $2.9 million at June 30, 2025. The company completed an IPO on November 25, 2024 that generated net proceeds of $5.96 million, has an active equity line (ELOC) that generated $730,074 in the six months and subsequent sales of $4.09 million, and reported 744,354 Series B Preferred shares subscribed (aggregate subscriptions ~$7.44 million). Management states there is substantial doubt about the company’s ability to continue as a going concern and is pursuing additional financing alternatives.

Heritage Distilling Holding Company, Inc. entered into subscription agreements on August 11, 2025 to sell 183,478,891 shares of common stock and pre-funded warrants exercisable for up to 186,900,000 additional shares. The Share Price is $0.6043 and each Pre-Funded Warrant is $0.6042, for aggregate consideration of $223,819,964 to be paid approximately as $50,862,166 in cash, $49,137,833 in USDC and $123,819,949 in $IP Tokens valued per specified discounts.

The Offering is expected to close on or about August 13, 2025, and the Company will use proceeds for general corporate purposes, working capital and at least $80.0 million to buy $IP Tokens from Story Foundation. The Company announced a digital asset treasury reserve strategy making $IP Tokens its primary treasury asset and agreed to seek stockholder approval for governance changes, board expansion to eight members, appointment of 3–5 Story Foundation designees, changes to board committees and increases to its equity incentive reserve.

Schedule 13G snapshot for Heritage Distilling Holding Company, Inc. (CASK)

C/M Capital Master Fund, LP, its manager C/M Capital Partners, LP, and principals Thomas Walsh and Jonathan Juchno jointly report ownership of 2,217,872 common shares, equal to 9.2 % of the 24.15 M shares outstanding as of 29 Jul 2025. All voting and dispositive power is shared; no filer has sole authority.

The position includes 4.23 M shares recently issued to C/M Master Fund under the company’s 23 Jun 2025 prospectus, indicating fresh capital participation. Filers certify the investment is passive—not intended to change or influence control—and therefore file under Schedule 13G rather than 13D.

• Date of event triggering filing: 28 Jul 2025; signatures dated 31 Jul 2025.
• Reporting persons’ address: 1111 Brickell Ave, Suite 2920, Miami, FL 33131.
• Citizenship/organisation: Delaware LPs; Messrs. Walsh & Juchno are U.S. citizens.
• No subsidiaries, group dissolution notices, or 5 %-or-less disclaimers were made.

Heritage Distilling Holding Company (Nasdaq:CASK) filed an 8-K detailing outcomes of its 24 June 2025 annual meeting.

• Authorized shares: Charter amended to allow 495 M shares (↑420 M common; 5 M preferred), effective upon Delaware filing.
• Equity Incentive Plan: Share pool doubled to 5 M (↑2.5 M) under the 2024 Plan.
• Share issuance approvals: Potential issuances under the ELOC Purchase Agreement and Series B preferred/warrants cleared.
• Governance: Two Class III directors re-elected; say-on-pay passed (97% for); shareholders selected a three-year frequency for future votes.
• Auditor: CBIZ CPAs P.C. ratified.

Roughly 60 % of outstanding shares voted; the authorized-share increase received ~96 % support. No financial results were disclosed.