UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in Item 1.02 is incorporated by reference herein.
Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on January 29, 2024, Fresh Vine Wine, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, FVW Merger Sub, Inc., a Colorado corporation and wholly owned subsidiary of Fresh Vine (“Merger Sub”), and Notes Live, Inc., a Colorado corporation (“Notes Live”), which contemplated Merger Sub merging with and into Notes Live, with Notes Live continuing as the surviving corporation of the merger and a wholly-owned subsidiary of the Company (the “Merger”).
On July 31, 2024, the Company entered into a Termination Agreement (the “Termination Agreement”) with Notes Live, wherein the parties mutually agreed to terminate the Merger Agreement effective immediately upon execution of the Termination Agreement. No termination fees are payable by either party in connection with the termination of the Merger Agreement.
Certain officers, directors and stockholders of Fresh Vine (solely in their respective capacities as stockholders) previously entered into lock-up agreements (the “Lock-Up Agreements”) pursuant to which, subject to specified exceptions, they agreed not to transfer 95% of their shares of Fresh Vine common stock for periods ranging from six months to one-year following the closing of the Merger. In addition, certain officers, directors and stockholders of Fresh Vine (solely in their respective capacities as stockholders) and certain officers, directors and certain 10% or greater shareholders of Notes Live (solely in their respective capacities as Notes Live shareholders) have entered into voting and support agreements to vote, among other things, all of their shares of the Company or Notes Live (as applicable) in favor of adoption of the Merger Agreement and the transactions contemplated thereby, and against any alternative acquisition proposals (the “Support Agreements”).
In accordance with their respective terms, the Lock-Up Agreement and the Support Agreements terminated automatically upon the termination of the Merger Agreement, other than with respect to provisions which were deemed to survive such termination.
The foregoing descriptions of the Termination Agreement and Merger Agreement are not complete and are qualified in their entirety by the terms and conditions of the full text of the Termination Agreement, attached hereto as Exhibit 10.1, and the Merger Agreement, filed as Exhibit 2.1 to Fresh Vine’s Current Report on Form 8-K filed on January 29, 2024, which are incorporated herein by reference. The foregoing descriptions of the Support Agreements and Lock-Up Agreements are not complete and are qualified in their entirety by the terms and conditions of the full text of the Support Agreements and the Lock-Up Agreements, attached as Exhibits 10.1, 10.2 and 10.3, respectively, to Fresh Vine’s Current Report on Form 8-K filed on January 29, 2024, which are incorporated herein by reference.
Item 8.01. Other Events.
On August 1, 2024, 2024, Fresh Vine and Notes Live issued a press release announcing the termination of the Merger Agreement. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Termination Agreement, dated as of July 31, 2024, by and between Fresh Vine Wine, Inc. and Notes Live, Inc. | |
| 99.1 | Press Release issued by Fresh Vine Wine, Inc. on August 1, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: August 1, 2024 | By: | /s/ Michael Pruitt |
| Michael Pruitt | ||
| Interim Chief Executive Officer | ||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Termination Agreement, dated as of July 31, 2024, by and between Fresh Vine Wine, Inc. and Notes Live, Inc. | |
| 99.1 | Press Release issued by Fresh Vine Wine, Inc. on August 1, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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