Heritage Distilling Holding Company, Inc SEC Filings

Insider purchase and holdings update for Heritage Distilling (CASK). Andrew M. Varga, a company director, reported transactions dated 09/18/2025 showing an acquisition of 300,000 pre-funded warrants at $0.0001 held in his IRA and beneficial ownership of 300,000 common shares via that IRA. The filing also reports a disposition of 154,500 common shares. The pre-funded warrant becomes exercisable after the requisite stockholder approval and will be automatically exercised via cashless exercise; the warrant has no expiration date per the filing. Holdings are reported as indirect through Charles Schwab custodian for his IRA.

Heritage Distilling Holding Company, Inc. held a Special Meeting of stockholders on September 18, 2025. Stockholders representing 10,138,167 shares, approximately 65.8% of outstanding common stock as of the July 23, 2025 record date, were present or represented by proxy, constituting a quorum. The meeting addressed seven proposals described in the company’s Special Meeting Proxy Statement filed August 29, 2025. The excerpt provided describes Proposal 1 as a vote concerning, for Nasdaq Listing Rule compliance, the issuance of pre-funded warrants and shares issuable upon exercise of those warrants under subscription agreements with certain accredited or institutional investors. Vote counts and the outcomes for the proposals are not included in the provided text.

Heritage Distilling Holding Company (CASK) is asking stockholders to approve multiple governance and financing proposals at a Special Meeting. The company seeks approval to adjourn the meeting if additional proxies are needed, to authorize issuance of 6,416,168 Advisory Common Stock shares, grant 2,500,000 Advisory RSUs plus RSUs valued at $250,000, and to allow up to 17,500,000 Advisory Warrant shares. The Certificate of Incorporation amendment would increase authorized shares to 995,000,000 (985,000,000 common). The company reported 15,401,989 common shares outstanding as of July 23, 2025, and disclosed large outstanding instruments including Pre-Funded Warrants to purchase 370,378,890 shares. The Board also proposes a reverse stock split (ratios 1-for-5 to 1-for-20) to regain Nasdaq compliance with the $1.00 bid-price rule after a delisting notice and a compliance period ending October 13, 2025. The Board recommends voting FOR the listed proposals.

Heritage Distilling Holding Company, Inc. filed an S-1 registering up to 426,529,228 shares for resale by selling stockholders and reports 11,862,404 outstanding common shares. The company highlights its direct-to-consumer (DtC) and Tribal Beverage Network sales channels and a Salute Series of premium whiskeys that generated over $1.8 million in revenue from more than 25,000 bottles sold through June 30, 2025. It completed a large pre-funded warrant offering (approximately 370.4 million pre-funded warrants for about $223.8 million) funded by cash, USDC and $IP tokens. The filing discloses Series B preferred stock issuances with a 15% dividend rate and an adjusted conversion price of $0.4736 per share. The company adopted a cryptocurrency treasury reserve policy and plans limited crypto payments and staking activities; it notes substantial operational, regulatory and custody risks related to digital assets. The registrant is on a Nasdaq minimum-bid-price compliance timeline through October 13, 2025.

Heritage Distilling Holding Company, Inc. filed a Form D reporting a Regulation D, Rule 506(b) offering that raised total gross proceeds of $223,819,949, with $0 remaining to be sold. The notice lists 49 investors and a reported $4,253,670 in estimated sales commissions. Cantor Fitzgerald & Co. and Roth Capital Partners, LLC acted as participating brokers and received warrants to buy an aggregate 4,307,289 shares and expense reimbursement up to $300,000. The offering included options/warrants and the underlying securities to be acquired on exercise, had a first sale date of 2025-08-15, is not tied to a business combination, and is intended to last less than one year.

Andrew M. Varga, a director of Heritage Distilling Holding Company (CASK), purchased pre-funded warrants exercisable for common stock. On 08/15/2025 Varga acquired 300,000 pre-funded warrants at a stated underlying common-stock price of $0.6042 per share. The warrants were issued under a subscription agreement dated August 11, 2025, as amended August 15, 2025, and will be automatically exercised on a cashless basis upon receipt of the Stockholder Approval referenced in that agreement. The reported securities are held in Charles Schwab & Co., custodian for Varga's contributory IRA, and are therefore reported as indirectly owned. The Form 4 was signed by an attorney-in-fact on 08/19/2025.

Justin B. Stiefel, CEO, Treasurer and Director of Heritage Distilling Holding Company (CASK), reported acquiring pre-funded warrants on 08/15/2025. The filing shows Stiefel purchased 3,309,615 pre-funded warrants exercisable for common stock at a stated price of $0.6042 per underlying share. The warrants were issued under a Subscription Agreement dated August 11, 2025, as amended August 15, 2025, and will be automatically exercised on a cashless basis upon receipt of the Stockholder Approval specified in that agreement. The securities are held by Constantine IHSV, LLC, of which Stiefel is sole member, and the Form 4 was signed on 08/19/2025.

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.