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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):
June 30, 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 3.02 Unregistered Sales of Equity
Securities.
From June 30 through July
3, 2025, Amaze Holdings, Inc. (f/k/a Fresh Vine Wine, Inc.) (the “Company”) issued and sold to C/M Capital Master Fund, LP
(the “Purchaser”) a total of 115,000 shares of common stock for an aggregate purchase price of $963,726, pursuant to that certain
securities purchase agreement (the “Purchase Agreement”) dated as of May 6, 2025 by and between the Company and the Purchaser.
The Purchase Agreement was previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 7, 2025.
In connection with those
sales, the Company also issued a total of 863 shares of common stock to the Purchaser as commitment shares, pursuant to the terms of the
Purchase Agreement.
The shares of common stock
were offered and sold to the Purchaser 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.
This Current Report on Form
8-K shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities. The offer or sale by the Company
of the securities is not being registered under the Securities Act or any state securities laws and, therefore, such securities may not
be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements.
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: July 7, 2025 |
|
|
| |
|
|
| |
AMAZE HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/ Aaron Day |
| |
Name: |
Aaron Day |
| |
Title: |
Chief Executive Officer |
