Fresh Vine Wine Inc SEC Filings

Fresh Vine Wine, Inc. (VINE) reported significant liquidity stress and continued operating losses in its Form 10-Q. The company disclosed an approximately $27.0 million working capital deficit as of June 30, 2025, and only about $240,000 of cash plus $71,000 restricted cash on hand. Cash used in operating activities was approximately $3.9 million for the six months ended June 30, 2025 versus $946,000 in the prior-year period. During the six months ended June 30, 2025 the company raised $855,000 from a preferred stock offering and $4,732,000 from issuance of notes payable. The filing states there is substantial doubt about the company’s ability to continue as a going concern. Other notable disclosures include issuance of 750,000 Series D convertible preferred shares with warrants, a 1-for-23 reverse stock split, various convertible and bridge notes with material terms and interest accruals, and ongoing litigation and contract matters disclosed in the risk and legal sections.

Amaze Holdings, Inc. entered into a securities purchase agreement with Parler Cloud under which Parler will, subject to its due diligence, purchase 1,000,000 shares at $6.00 per share (a $6.0 million investment) and receive a warrant to buy 1,000,000 shares at an exercise price of $7.50, exercisable up to three years. The warrant contains a 19.9% ownership cap unless the company obtains stockholder approval as required by NYSE American rules. Parler's due diligence period extends through October 6, 2025, and the company agreed to file a registration statement to register resale of the Shares and Warrant Shares within 60 days after closing.

The company also issued amended and restated convertible promissory notes that provide conversion at $4.00 per share, extended maturities to August 11, 2026, bear 10% simple interest, and include piggy-back registration rights. Thomas Frame received a 5-year warrant to purchase 75,000 shares at $8.00 with beneficial ownership limits; a press release announcing a strategic partnership with Parler is attached as Exhibit 99.1.

Amaze Holdings (formerly Fresh Vine Wine) filed an S-1/A amendment for a $35 million equity line of credit agreement with C/M Capital Master Fund. The filing details the potential sale of up to 4,854,111 common shares, including 4,794,521 Purchase Shares and 59,590 Commitment Shares. The company recently completed a strategic pivot through the acquisition of Amaze Software on March 7, 2025, transitioning from a wine business to a digital commerce platform. Operating in two segments: E-commerce/Subscriptions (creator-focused commerce platform) and Wine Products (Fresh Vine wines), the company can sell shares at 95% of the lower of 5-day VWAP or previous day's lowest price, subject to a $4.60 minimum price threshold. The equity line provides flexible funding over 36 months, with individual purchases capped at $500,000.