8-K

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):

January 25, 2016

TRUETT-HURST, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-187164	46-1561499
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

125 Foss Creek Circle, Healdsburg, CA	95448
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (707) 431-4423

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))

Item 1.01 Entry into a Material Definitive Agreement

On January 25, 2016, Truett-Hurst, Inc.’s subsidiary, H.D.D. LLC, a California limited liability corporation (the “Company” or “Seller), entered into an Agreement pursuant to which the Company sold its entire membership interest in The Wine Spies (“TWS”) to Jason Seeber, an individual (the “Buyer”) for consideration of $25,000 which was paid in full at closing. The Seller’s membership interest represents the Company’s entire, right, title, and interest in equity and profits of TWS and all tangible and intangible assets used in the business of TWS. The sale has an effective date of December 31, 2015.

In addition to customer representation and warranties, TWS and the Buyer provided the Company a full and final release of all claims, known and unknown.

The sale was announced in a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press release dated January 26, 2016

SIGNATURES 

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.

		Truett-Hurst, Inc.
		(Registrant)
Date: January 26, 2016
By:	/s/ Phillip L. Hurst
Phillip L. Hurst
Chief Executive Officer
Date: January 26, 2016
By:	/s/ Paul A. Forgue
Paul A. Forgue
Chief Financial Officer & Chief Operations Officer

EX-99.1

Exhibit 99.1

Truett-Hurst, Inc. Announces Disposition of The Wine Spies Membership Interest

Healdsburg, California (January 26, 2016) – Truett-Hurst, Inc. (NASDAQ: THST), which operates an innovative and fast growing super-premium and ultra-premium wine sales, marketing and production company based in the acclaimed Dry Creek and Russian River Valleys of Sonoma County, California, announced today that its subsidiary, H.D.D. LLC, sold its 50% membership interest in The Wine Spies.

“Our limited share of the economics from The Wine Spies as well as the disappointing revenue and EBITDA performance over the last three quarters forced us to reevaluate our internet strategy,” explained Truett-Hurst, Inc.’s Chief Financial Officer,Paul Forgue.

“Truett-Hurst’s commitment to on-line direct to consumer business has never been stronger.” remarked Phillip L. Hurst, Truett-Hurst, Inc’s CEO. ”We made the decision to sell our membership interest in The Wine Spies so that we can focus more resources to maintain and potentially accelerate the strong and profitable growth of our primary direct to consumer brands Truett Hurst and VML.”

The sale, which was completed on January 25, 2016, has an effective date of December 31, 2015.

About Truett-Hurst, Inc.

Truett-Hurst, Inc. (NASDAQ: THST, www.truetthurstinc.com) is a holding company and its sole asset is the controlling equity interest in H.D.D. LLC., an innovative and fast-growing super-premium, ultra-premium and luxury wine sales, marketing and production company based in the acclaimed Dry Creek and Russian River Valleys of Sonoma County, California. Truett-Hurst, Inc. is headquartered in Healdsburg, California.

Truett-Hurst, Inc. • 125 Foss Creek Circle • Healdsburg, CA 95448 • tel: 707.431.4423 • fax: 707.395.0289 • email: ir@truetthurstinc.com

Forward-Looking Statements

This press release and our earnings conference call for the quarter ended September 30, 2016 contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, that are made as of the date of this press release based upon our current expectations. All statements, other than statements of historical fact, regarding our strategy, future operations, financial position, estimated revenue, projected costs, prospects, plans, opportunities, and objectives constitute “forward-looking statements.” The words “may,” “will,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “potential” or “continue” and similar types of expressions identify such statements, although not all forward-looking statements contain these identifying words. Such forward-looking statements include expectations regarding revenue, income, expenses, for periods. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Important factors that could cause such differences include, but are not limited to, a reduction in the supply of grapes and bulk wine available to us; significant competition; any change in our relationships with retailers which could harm our business; we may not achieve or maintain profitability in the future; the loss of key employees; a reduction in our access to, or an increase in the cost of, the third-party services we use to produce our wine; credit facility restrictions on our current and future operations; failure to protect, or infringement of, trademarks and proprietary rights; these factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report. For additional information, see our Annual Report on Form 10-K to be filed on, September 28, 2015, or our other reports currently on file with the Securities and Exchange Commission, which contain a more detailed discussion of risks and uncertainties that may affect future results. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

For more information, contact:

Truett-Hurst, Inc.

Paul Forgue,

Chief Financial Officer & Chief Operations Officer

Phone: 707.431.4423

Fax: 707.395.0289

Email: paul@truetthurstinc.com