false
0001880343
0001880343
2025-08-07
2025-08-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 7, 2025
AMAZE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-41147 |
|
87-3905007 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
|
2901
West Coast Highway, Suite 200
Newport
Beach, CA
|
|
92663 |
| (Address of principal executive offices) |
|
(Zip Code) |
(855) 766-9463
Registrant’s telephone number, including area
code
Fresh Vine Wine, Inc.
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation to the 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 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
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 $0.001 per share |
|
AMZE |
|
NYSE American |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☑
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.
Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement with Parler
On August 7, 2025, Amaze Holdings, Inc. (the “Company”)
entered into a securities purchase agreement (the “Purchase Agreement”) with Parler Cloud Technologies, LLC (“Parler”),
pursuant to which, subject to the satisfaction of certain conditions set forth therein, Parler will purchase 1,000,000 shares (the “Shares”)
of common stock, par value 0.001 per share (the “Common Stock”), of the Company at $6.00 per share and a warrant (the “Warrant”)
to purchase 1,000,000 shares of Common Stock (the “Warrant Shares”).
The Warrant will have an exercise price of $7.50 per
share, subject to adjustment, will be exercisable at any time after issuance, and will expire three years from the date of issuance. The
Warrant will not be exercisable if the total number of shares of Common Stock issuable upon exercise of the Warrant would result in Parler
beneficially owning in excess of 19.9% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance.
This 19.9% cap will not apply if the Company obtains stockholder approval to issue the shares of Common Stock in excess of such cap as
required by NYSE American rules.
The Purchase Agreement
provides that Parler will begin its due diligence of the Company upon execution of the Purchase Agreement and complete its due diligence
no later than October 6, 2025. Parler’s obligation to purchase the Shares and Warrant is contingent upon Parler being satisfied
in its sole discretion with the results of its due diligence review. If dissatisfied with the results of its due diligence, Parler may
deliver a notice to terminate the Purchase Agreement at any time prior to or on October 6, 2025.
Pursuant to the
Purchase Agreement, the Company has agreed to prepare and file with the Securities and Exchange Commission a registration statement to
register for resale the Shares and the Warrant Shares within 60 days after the closing date and to use its reasonable best efforts to
have the registration statement declared effective.
The foregoing description
of the Purchase Agreement and the Warrant is qualified in its entirety by reference to the full text of such documents, which are attached
Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Amended and Restated
Convertible Promissory Notes
On August 11, 2025,
the Company issued an amended and restated convertible promissory note (as amended, the “Frame Note”) in favor of Thomas Frame
(“Frame”) to, among other things, increase the principal amount by $600,000 to $900,000 and the actual loan amount to $850,000,
extend the maturity date to August 11, 2026, provide a conversion right, at the option of the holder, to convert at any time the outstanding
principal plus accrued interest into shares of Common Stock at a conversion price of $4.00 per share, subject to adjustment for any stock
split or reverse stock split, and grant piggy-back registration rights.
In connection
with the Frame Note, the Company also issued to Frame a 5-year warrant (the “Frame Warrant”) to purchase up to 75,000
shares of Common Stock at an exercise price of $8.00 per share, subject to adjustment. The Frame Warrant provides that Frame will
not have the right to exercise any portion of the Frame Warrant if Frame, together with his affiliates, would beneficially own in
excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise (the
“Beneficial Ownership Limitation”). However, Frame may decrease or subsequently increase his Beneficial Ownership
Limitation up to, and no higher than, 9.99%, but such increase will not be effective until the 61st day following notice to the
Company. In addition, the Frame Warrant may not be exercised if the total number of shares of Common Stock issuable upon exercise of
the Frame Warrant would result in Frame beneficially owning in excess of 19.9% of the number of shares of Common Stock outstanding
immediately after giving effect to the issuance. This 19.9% cap will not apply if the Company obtains stockholder approval to issue
the shares of Common Stock in excess of such cap as required by NYSE American rules.
On August 11, 2025,
the Company issued an amended and restated convertible promissory note (as amended, the “Giddings Note”) in favor of Sean
Giddings (“Giddings”) to, among other things, extend the maturity date to August 11, 2026, provide a conversion right, at
the option of the holder, to convert at any time the outstanding principal plus accrued interest into shares of the Company’s Common
Stock at a conversion price of $4.00 per share, subject to adjustment for any stock split or reverse stock split, and grant piggy-back
registration rights.
The Frame Note and
Giddings Note each bear simple interest at rate of 10% and contain customary events of default.
The foregoing description
of the Frame Note, Giddings Note and Frame Warrant is qualified in its entirety by reference to the full text of such documents, which
are attached as Exhibit 10.3, Exhibit 10.4 and Exhibit 10.5, respectively, and are incorporated herein by reference.
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
The information set forth in Item 1.01 is incorporated
herein by reference.
Item 3.02 Unregistered Sales of Equity
Securities.
The information set forth
in Item 1.01 is incorporated herein by reference. The securities described herein were offered and sold in reliance upon exemptions from
registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated
thereunder, as transactions by an issuer not involving any public offering.
Item 8.01 Other Events
On August 11, 2025, the Company
issued a press release announcing a strategic partnership with Parler. A copy of the press release is attached as Exhibit 99.1 and is
incorporated herein by reference
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Securities Purchase Agreement dated as of August
7, 2025 between Amaze Holdings, Inc. and Parler Cloud LLC |
| 10.2 |
|
Form of Warrant |
| 10.3 |
|
Amended and Restated Convertible Promissory Note
dated August 11, 2025 in favor of Thomas Frame |
| 10.4 |
|
Amended and Restated Convertible Promissory Note
dated August 11, 2025 in favor of Sean Giddings |
| 10.5 |
|
Warrant dated August 11, 2025, issued to Thomas Frame |
| 99.1 |
|
Press release dated August 11, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within
the Inline XBRL document) |
SIGNATURE
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.
| Dated: August 13, 2025 |
|
|
| |
|
|
| |
AMAZE HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Aaron Day |
| |
Name: |
Aaron Day |
| |
Title: |
Chief Executive Officer |
