0001880343
false
0001880343
2023-12-04
2023-12-04
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 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December
4, 2023
FRESH VINE
WINE, 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.) |
P.O. Box 78984
Charlotte, NC 28271
(Address of Principal Executive Offices) (Zip Code)
(855) 766-9463
(Registrant’s telephone number, including area
code)
Not Applicable
(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 of 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 |
|
VINE |
|
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
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 8.01 Other Events.
On December 4, 2023, Fresh
Vine Wine Inc. (NYSE American: VINE) (the “Company”) issued a press release announcing that the Company has entered into a
non-binding letter of intent for a business combination transaction with Notes Live, Inc., a Colorado-based live entertainment and hospitality
company. A copy of the press release is filed as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
|
FRESH VINE WINE, INC. |
|
|
|
Date: December 4, 2023 |
By: |
/s/ Keith Johnson |
|
|
Keith Johnson |
|
|
Interim Chief Financial Officer |
Exhibit 99.1
Fresh Vine Wine, Inc. Enters Into Letter of Intent
With Live Entertainment and Hospitality Company Notes Live, Inc.
CHARLOTTE, N.C., Dec. 04, 2023 (GLOBE NEWSWIRE) -- Fresh Vine Wine Inc.
(NYSE American: VINE) (“Fresh Vine”) today announced it has entered into a non-binding letter of intent for a business combination
transaction with Notes Live, Inc. (“Notes Live"), the Colorado-based live entertainment and hospitality company that currently
operates venues in Colorado Springs and the Atlanta metropolitan area. Notes Live is also in the process of developing the Sunset Amphitheatre,
a luxury open-air music and entertainment amphitheater in Colorado Springs, is actively engaging in additional developments in Oklahoma
City and Broken Arrow, Oklahoma, and plans to expand in the North Texas market. It is anticipated that a definitive agreement will be
executed by January 31, 2024, with a closing anticipated in the second quarter of 2024, subject to various closing conditions.
The letter of intent contemplates Fresh Vine combining with Notes Live
through a merger transaction or other legal structure that is to be determined in connection with reaching a definitive agreement. The
relative enterprise values of Fresh Vine and Notes Live will also be finalized in connection with reaching a definitive agreement, but
the parties expect that the owners of Notes Live would own a substantial majority of the issued and outstanding shares of Fresh Vine common
stock on a post-transaction basis, which may be in excess of 90%.
The letter of intent sets forth certain conditions precedent to any closing
of the transaction, including, among other things, the completion of due diligence to the satisfaction of the both parties, a financing-based
condition, Fresh Vine continuing to remain listed on the NYSE American stock exchange, the approval of Fresh Vine and Notes Lives’
boards of directors and requisite approval of the shareholders of Fresh Vine, together with any related regulatory approvals that may
be required, including any required approval by NYSE American of the continued listing of our common stock after any closing. Any definitive
agreement that may be reached is expected to contain other customary and negotiated terms and conditions and may contain terms and conditions
different from those contemplated in the letter of intent. The Company intends to disclose comprehensive details regarding the proposed
transaction, including the proposed capitalization of the combined company, upon execution of a definitive agreement. In connection with
entering into the letter of intent, Fresh Vine agreed to make a $500,000 equity investment in Notes Lives. Fresh Vines’ equity investment
may be refundable under certain circumstances if Notes Live elects not to proceed with the transaction.
Mike Pruitt, Interim CEO and Chairman stated, “After evaluating multiple
potential transactions, we were drawn to Notes Live for several reasons. First, JW Roth and his team have a track record of success and
an ability to execute. This along with the overall quality of the brand and people, made them the clear standout. We look forward to being
a part of JW's vision for Notes Live, while supporting him in his relentless drive to succeed.”
“I can’t tell you how excited I am about this transaction!
Notes is poised for growth as we work to transform the fan and artist experience of live music. I have always wanted to establish a company
structured to provide our customers and fans with an opportunity to own an interest in our vision, and we believe this transaction will
provide for exactly that,” says JW Roth, Chairman/CEO Notes Live, Inc.
The letter of intent is non-binding and is intended to express the good
faith intention of the parties to work cooperatively for the purpose of negotiating and entering into a definitive agreement governing
the transaction. There can be no assurance that the parties will ultimately enter into a definitive agreement or that the proposed transaction
will be completed as currently contemplated, or at all.
About Fresh Vine Wine, Inc.
Fresh Vine Wine, Inc. (NYSE American: VINE) is a producer of lower carb,
lower calorie premium wines in the United States. Fresh Vine Wine positions its core brand lineup as an affordable luxury, retailing between
$14.99 - $24.99 per bottle. Fresh Vine Wine’s varietals currently include its Cabernet Sauvignon, Chardonnay, Pinot Noir, Rosé,
Sauvignon Blanc, Sparkling Rosé, and a limited Reserve Napa Cabernet Sauvignon. All varietals have been produced and bottled in
Napa, California.
About Notes Live, Inc.
Notes Live, founded by Colorado Springs-based entrepreneur JW Roth, is
a live music venue developer focused on building luxury venues that are experience and ambiance centric. It currently boasts entertainment
campuses in both Colorado Springs, Colorado, and Gainesville, Georgia that combine the Boot Barn Hall concert venue, Bourbon Brothers
restaurant, and Notes Live music and social bar (Colorado Springs only). Notes Live is currently in development of new locations in Oklahoma,
Tennessee, and Texas with seating capacities of between 12,500 and 25,000. The company's crown jewel: The Sunset, an 8,000-person open-air
amphitheater in Colorado Springs, is set to open for the 2024 touring season.
Note on Forward-looking Statements
This press release contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking
statements generally can be identified by the use of words such as "anticipate," "expect," "plan," "could,"
"may," "will," "believe," "estimate," "forecast," "goal," "project,"
and other words of similar meaning. These forward-looking statements address various matters including statements regarding the timing
or nature of future operating or financial performance or other events. Forward-looking statements are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed or implied by such statements. Among these risks and uncertainties
are those set forth in the Company’s annual report on Form 10-K for the year ended December 31, 2022, and subsequently filed documents
with the SEC. In addition to such risks and uncertainties, risks and uncertainties related to forward-looking statements contained in
this press release include the results of due diligence investigations of the Company or Notes Live, our ability to reach a definitive
agreement to govern the proposed combination transaction on the timeframe expected or at all, our ability to satisfy financing conditions
associated with the proposed transaction, our continued listing on the NYSE American pending or upon completion of the proposed transaction,
the sufficiency of our cash and working capital to support continuing operations and pay transaction costs through a closing of the proposed
transaction and our ability to obtain additional financing when and if needed to do so, the ultimate success of the combined companies
following any consummation of the proposed transaction, and our ability to obtain a refund of our investment in Notes Live should the
transaction not proceed. The Company cautions investors not to place considerable reliance on the forward-looking statements contained
in this press release. You are encouraged to read the Company's filings with the SEC, available at www.sec.gov, for a discussion of these
and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and
the Company undertakes no obligation to update or revise any of these statements. The Company's business is subject to substantial risks
and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these
risks and uncertainties.
v3.23.3
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Fresh Vine Wine (AMEX:VINE)
過去 株価チャート
から 5 2024 まで 6 2024
Fresh Vine Wine (AMEX:VINE)
過去 株価チャート
から 6 2023 まで 6 2024