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What changed in AMAZE HOLDINGS, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of AMAZE HOLDINGS, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+430 added−510 removedSource: 10-K (2026-04-01) vs 10-K (2025-03-31)

Top changes in AMAZE HOLDINGS, INC.'s 2025 10-K

430 paragraphs added · 510 removed · 86 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

7 edited+75 added−93 removed11 unchanged
Biggest changeOur website is hosted by a third party, and we rely on third-party vendors for regulatory compliance for order processing, shipments, and e-commerce functionality. We believe these systems are scalable to support our growth plans. We recognize the value of enhancing and extending the uses of information technology in our business.
Biggest changeIT Systems We rely on various IT systems, owned by us and third parties, to effectively manage our sales and marketing, accounting, financial, legal and compliance functions. Our website is hosted by a third party, and we rely on third-party vendors for regulatory compliance for order processing, shipments, and e-commerce functionality.
Pursuant to the Merger Agreement, (i) Merger Sub merged with and into Amaze Software (the “Merger”) with Amaze Software as the surviving company and a wholly owned subsidiary of Fresh Vine, and (ii) the aggregate merger consideration paid by Fresh Vine in connection with the acquisition included 750,000 shares of the Fresh Vine’s Series D Convertible Preferred Stock, par value $0.001 per share (“Series D Preferred Stock”), plus warrants (the “Merger Warrants”) to purchase an aggregate of 8,750,000 shares of Fresh Vine’s common stock, par value $0.001 per share (the “Common Stock”).
Pursuant to the Merger Agreement, (i) Merger Sub merged with and into Amaze Software (the “Merger”) with Amaze Software as the surviving company and a wholly owned subsidiary of Fresh Vine, and (ii) the aggregate merger consideration paid by Fresh Vine in connection with the acquisition included 750,000 shares of the Fresh Vine’s Series D Convertible Preferred Stock, par value $0.001 per share (“Series D Preferred Stock”), plus warrants (the “Merger Warrants”) to purchase an aggregate of 380,448 shares of Fresh Vine’s common stock, par value $0.001 per share (the “Common Stock”).
Information contained on or accessible through our website is not incorporated by reference in or otherwise a part of this report. 8
Information contained on or accessible through our website is not incorporated by reference in or otherwise a part of this report. 10
The SEC maintains a website ( www.sec.gov ) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Our website is www.freshvinewine.com . We have included our website address in this report as an inactive textual reference only.
The SEC maintains a website ( www.sec.gov ) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. Our website is www.amaze.co . We have included our website address in this report as an inactive textual reference only.
Privacy and security regulation We collect personal information from individuals. Accordingly, we are subject to several data privacy and security related regulations, including but not limited to: U.S. state privacy, security and breach notification laws; the GDPR; and other European privacy laws as well as privacy laws being adopted in other regions around the world.
Accordingly, we are subject to several data privacy and security related regulations, including but not limited to: U.S. state privacy, security and breach notification laws; the GDPR; and other European privacy laws as well as privacy laws being adopted in other regions around the world.
We consider our relationship with our employees to be good. Legal Proceedings We may be subject to legal disputes and subject to claims that arise in the ordinary course of business.
Our workforce spans the globe, offering a mix of remote and in-office work flexibility to accommodate varying needs and ensure alignment with both operational demands and employee preferences. 9 Legal Proceedings We may be subject to legal disputes and subject to claims that arise in the ordinary course of business.
We maintain a global privacy policy and related procedures, and we train our workforce to understand and comply with applicable privacy laws. Intellectual Property We strive to protect the reputation of our wine brand.
We maintain a global privacy policy and related procedures, and we train our workforce to understand and comply with applicable privacy laws. Consumer protection and e-commerce regulations The Company conducts business directly with consumers through its platform and is therefore subject to a variety of U.S. federal, state, and international consumer protection and e-commerce laws and regulations.
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ITEM 1. BUSINESS. Overview Amaze Holdings, Inc. (formerly Fresh Vine Wine, Inc.) is a premier producer of low carb, low calorie, premium wines in the United States. Founded in 2019, the Company brings an innovative “better-for-you” solution to the wine market.
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ITEM 1. BUSINESS. Overview Amaze Holdings, Inc. (formerly Fresh Vine Wine, Inc.) is a technology-enabled, creator-powered commerce platform that enables creators, brands, and consumers to transact at scale.
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Offering bold, crisp, and creamy wines that embody health, warmth, and a deeper connection to wellness and an active lifestyle, we offer a unique and innovative collection of today’s most popular varietals. We currently sell seven proprietary varietals: Cabernet Sauvignon, Pinot Noir, Chardonnay, Sauvignon Blanc, Rosé, Sparkling Rosé, and a limited Reserve Napa Cabernet Sauvignon.
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Following the acquisition of Amaze Software, Inc. in March 2025, the Company transitioned its primary business from a consumer-packaged goods company into a software-driven commerce, data, and distribution platform for the creator economy. The Company’s platform provides end-to-end infrastructure for creators and brands to design, launch, market, and fulfill products, while capturing high-value, first-party transaction data.
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All varietals have been produced and bottled in Napa, California. Effective March 24, 2025, we changed our name to Amaze Holdings, Inc.
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The Company operates an asset-light model, leveraging third-party manufacturing, logistics, and payment partners to support scalable commerce operations.
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Unless the context requires otherwise, references in this Annual Report to “Fresh Vine,” “Fresh Vine Wine,” “Amaze,” “Company,” “we,” “us” and “our” refer to Amaze Holdings, Inc. and its subsidiaries, and references to “Amaze Software” refer to our wholly owned subsidiary Amaze Software, Inc.
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The Company currently operates in two segments: ● E-commerce / Subscriptions (Core Business) – includes the Amaze platform, creator commerce operations, and related data and distribution initiatives ● Wine Products (Non-Core) – includes the legacy Fresh Vine wine business While the Company continues to operate its wine segment, it is no longer a strategic focus and is not expected to be a material driver of long-term growth.
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Our Existing Business We are a premier producer of low carb, low calorie, premium wines in the United States. Founded in 2019, the Company brings an innovative “better-for-you” solution to the wine market.
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Acquisition of The Food Channel On November 7, 2025, the Company, through its wholly owned subsidiary Food Channel Amaze Company LLC, entered into an Asset Purchase Agreement pursuant to which it acquired substantially all of the assets of Foodchannel.com LLC, including its digital media platform, intellectual property, customer relationships, and related assets associated with the “Food Channel” brand.
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Offering bold, crisp, and creamy wines that embody health, warmth, and a deeper connection to wellness and an active lifestyle, we offer a unique and innovative collection of today’s most popular varietals. We currently sell seven proprietary varietals: Cabernet Sauvignon, Pinot Noir, Chardonnay, Sauvignon Blanc, Rosé, Sparkling Rosé, and a limited Reserve Napa Cabernet Sauvignon.
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The transaction was structured as an asset purchase on a cash-free, debt-free basis with no post-closing working capital adjustment. The Company acquired the assets in exchange for the issuance of a $650,000 convertible promissory note.
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All varietals have been produced and bottled in Napa, California. Our wines are focused on the affordable luxury segment.
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The note accrues interest at a rate of 4% per annum and is convertible into shares of the Company’s common stock at a fixed conversion price of $0.76 per share.
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Importantly, our wines stand out in the luxury wine market because they address the preferences of our target demographic of consumers with moderate to affluent income and with a desire to pursue a healthy and active lifestyles for a low-calorie, low-carb, gluten-free product, while concurrently delivering the quality and taste profile of a premium wine brand.
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The note is convertible at the option of the holder at any time following issuance and converted into equity on January 6, 2026, together with any accrued and unpaid interest. 1 A portion of the purchase price, equal to 10%, is subject to a holdback for a period of twelve months following closing to secure potential indemnification obligations of the seller.
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This allows us to position our wines in the “better for you” segment that seeks to appeal to consumers’ emphasis on a healthy lifestyle. While we believe our product offerings have mass appeal among all consumers of affordable luxury wines, we have positioned the Company brand as a complement to the healthy and active lifestyles of younger generation wine consumers.
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The agreement contains customary representations, warranties, covenants, and indemnification provisions, including non-competition and non-solicitation obligations. In connection with the acquisition, certain principals of the seller entered into consulting arrangements with the Company to support the ongoing development and integration of the acquired business.
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Our core wine offerings are priced strategically to appeal to mass markets and sell at a list price between $15 and $25 per bottle - price points that support a premium product strategy, appeal to mass markets, and allow us to offer significant value across all consumer distribution channels.
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Our Existing Business The Company operates a technology-enabled creator commerce platform that integrates commerce infrastructure, data generation, and distribution capabilities. Platform Capabilities The Amaze platform provides a comprehensive suite of tools that enable creators and brands to operate end-to-end digital commerce businesses.
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Given the Company’s brand “better-for-you” appeal and overall product quality, we believe that it presents today’s consumers with a unique value proposition within this price category. 1 As a testament to the quality of our varietals, in September 2022 we announced that The Tasting Panel Magazine and The Somm Journal, two highly regarded wine publications, had awarded the Company’s California Cabernet Sauvignon, 2020 Vintage, a 92 Rating (out of 100).
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These capabilities include: ● Creator storefronts and digital commerce tools that allow users to establish branded online presences and transact directly with consumers ● Product design, merchandising, and catalog management functionality to support rapid product development and iteration ● Integrated payment processing and order management systems ● On-demand manufacturing capabilities and third-party fulfillment integration ● Marketing, analytics, and performance optimization tools designed to enhance engagement and conversion The Company operates an asset-light model, leveraging a network of third-party suppliers and fulfillment partners to produce and deliver products.
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This is the second of our varietals to receive a 92 Rating during 2022, with our Limited Reserve Napa Cabernet Sauvignon receiving a Rating of 92 from James Suckling, regarded as one of the world’s most influential wine critics, in July.
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This approach reduces inventory risk, minimizes capital requirements, and enables the Company to scale efficiently while supporting a broad range of creators and product offerings. Data and Monetization A component of the Company’s evolving business model is the generation, and aggregation of first-party transaction data derived from activity across its platform.
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Also, in July 2022, our 2020 California Pinot Noir and California 2021 Rosé varietals were awarded Bronze Medals by TEXSOM. In 2022, the Company’s varietals were recognized by various industry authorities with a total of 16 separate awards. Our wines are distributed across the United States and Puerto Rico through wholesale, retail, and direct-to-consumer (DTC) channels.
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This data includes, among other things, consumer purchase behavior, product preferences and engagement metrics, creator-audience relationships, and certain geographic and demographic insights associated with transactions and platform usage. The Company is in the early stages of developing capabilities to utilize this data to enhance platform performance and support additional monetization opportunities.
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We are able to conduct wholesale distribution of our wines in all 50 states and Puerto Rico. As of December 31, 2024, we hold relationships with wholesale distributors in 50 states.
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These efforts are expected to focus on improving targeting and personalization to drive marketing efficiency and conversion rates for creators and brands.
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We are working with leading distributors, including Southern Glazer’s Wine & Spirits (SGWS), Johnson Brothers, and Republic National Distributing Company (RNDC), to continue and expand our presence across the contiguous United States. Our DTC channel enables us to sell wine directly to the consumer at full retail prices.
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The Company is also evaluating opportunities to develop data-driven advertising and related solutions; however, these initiatives are in the initial stages of commercialization, and there can be no assurance as to the timing or extent of revenue generation from such activities.
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Although these prices are consistent with our suggested retail prices (SRPs), we incur two mark-ups of approximately 30% each for our distributor and retail partners when selling wine through our wholesale distribution channel, therefore directly reducing our revenue and margins.
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Distribution Layer The Company is in the early stages of expanding its platform through the development of verticalized distribution channels, including the Food Channel and other category-specific initiatives.
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Because the DTC channel provides significantly higher margins than sales generated through wholesale distributors, we intend to further invest in DTC capabilities to ensure it remains an integral part of our business. We also believe continued investment in DTC technologies and capabilities are critical to maintaining an intimate relationship with our customers, which is becoming increasingly digital.
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These efforts are intended to organize creators and content within defined interest areas and to support more targeted engagement between creators, consumers, and brands. 2 As these channels are developed, the Company expects they may facilitate broader distribution of commerce offerings, support increased user engagement, and contribute to repeat transaction activity across the platform.
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In addition, we also sell through alternative DTC sales platforms, such as ecommerce marketplaces, product aggregators and virtual distributors, all of which have experienced significant recent growth, as well as sales through home delivery services. We do not own or operate any vineyards.
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In addition, these initiatives are intended to enhance the Company’s ability to generate and utilize data derived from platform activity. These distribution capabilities remain in development, and there can be no assurance as to the timing, scale, or extent of their impact on the Company’s operations or financial results.
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Instead of cultivating our own grapes, we have used Fior di Sole, a third-party supplier, to source grapes. This allows us to leverage our supplier’s broad network of vendor relationships and purchasing power to negotiate favorable cost structures.
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Legacy Wine Business The Company continues to operate its Fresh Vine wine business, which includes wholesale and direct-to-consumer distribution. This segment is not expected to be a material driver of future growth, and the Company may evaluate strategic alternatives.
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Because our supplier procures product inputs on our behalf, including bulk juice, we do not currently engage directly with grape growers (“growers”) or bulk distributors of juice (“bulk distributors”). As a result, we have limited front-end supply chain visibility.
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Our Strengths The Company believes its competitive strengths are derived from the combination of its technology platform, operating model, and data capabilities.
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This is a strategy by design that we believe provides us with access to diversified growers and large distributors, which reduces our reliance upon any single vendor and mitigates our exposure to droughts, wildfires, spoilage, contamination and other supply side risks common to the wine industry. Our supplier procures grapes and/or juice for our existing varietals from California.
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While the Company is in a developing stage, management believes the following factors position it to support future growth and scalability: Integrated Commerce Platform The Company has developed an integrated platform that brings together key elements required to operate a digital commerce business, including storefront creation, product design and merchandising, payment processing, order management, and fulfillment coordination.
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This juice is then stored in Napa until time of production, at which point it is made available for blending and bottling processes at our Napa Valley production and bottling facility.
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By consolidating these functions into a single platform, the Company reduces operational complexity for creators and brands and enables faster time-to-market for new products. This integration also allows the Company to capture data across the full transaction lifecycle, which may support future optimization of performance and monetization.
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This is significant in that both blending and bottling must occur within Napa to be considered produced and bottled in Napa — a distinctive product attribute that adds significant production value to our brand in the eyes of consumers.
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Generation of First-Party Transaction Data Through activity on its platform, the Company generates first-party data derived from actual consumer transactions and user interactions. This data includes purchase behavior, engagement patterns, and relationships between creators and their audiences.
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However, wine produced by the Company will only be labelled with a Napa Valley appellation of origin if it is produced from grapes grown in the Napa Valley American Viticultural Area (AVA). The labels for the Company’s core wines identify California as the appellation of origin.
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Unlike third-party data sources, which are subject to increasing regulatory and platform restrictions, the Company’s data is generated directly through its own platform operations and is tied to actual transaction activity.
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Our asset-light operating model allows us to utilize third-party assets, including land and production facilities. This approach helps us mitigate many of the risks associated with agribusiness, such as isolated droughts or fires. Because we source product inputs from multiple geographically dispersed vendors, we reduce reliance on any one vendor and benefit from broad availability/optionality of product inputs.
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As platform usage increases, the Company expects the volume and depth of this data to expand, which may enhance its ability to improve platform performance and inform future product development.
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This is particularly important as a California-based wine producer where droughts or fires can have an extremely detrimental impact to a company’s supply chain if not diversified.
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The Company believes that continued accumulation of first-party transaction data may, over time, contribute to a differentiated dataset that is not readily replicable without similar levels of platform activity and user engagement. Asset-Light Operating Model The Company operates an asset-light model by leveraging third-party partners for manufacturing, logistics, and fulfillment.
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Our Strengths Differentiated Product Offerings — Premium, Napa Valley Wines within the “Better-For-You” Segment We offer wines that are differentiated from those sold by other wine producers operating within the better-for-you segment of the affordable luxury category based on our premium quality, our association with an award-winning winemaker and our Napa Valley based state of the art production. • Premium Wines.
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This approach reduces the need for capital investment in inventory, production facilities, and supply chain infrastructure. As a result, the Company can offer a broad range of products without assuming significant inventory risk and can adjust product offerings more rapidly in response to consumer demand. This model is also intended to support scalability as transaction volume increases.
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Premium wines are differentiated from other varietals based on consumers’ perception and expectation that they are of exceptional quality. We have developed a proprietary winemaking process that produces superior quality and taste in the affordable luxury wine category based on consumer preferences data, direct consumer feedback and careful market research.
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Creator and Brand Participation The Company’s platform is designed to support a diverse base of creators and brands, ranging from independent digital entrepreneurs to emerging businesses. These participants utilize the platform to monetize their audiences through product sales and related offerings.
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Importantly, our current wines stand out in the luxury wine market because they address consumers’ growing preference for a less-calorie, less-carb, less sugar and gluten-free option, while concurrently delivering the quality and taste profile of a premium wine brand. 2 • Award-Winning Winemaker.
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As platform participation grows, the Company expects increased transaction volume and engagement, which may contribute to reinforcing effects between creators, consumers, and platform activity over time. The Company believes that sustained creator participation, combined with transaction-driven data generation, may increase the relative value of the platform to its users.
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We conducted an international search to find an accomplished winemaker who shared the Company’s vision and have entered into an agreement with Jamey Whetstone, an established, award winning winemaker from Napa Valley, to develop our wines. Consulting with the Company’s brand compliments Mr. Whetstone’s lifestyle as an active surfer, skier, and all-around outdoorsman.
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However, the Company’s ability to attract and retain creators and brands remains a key factor in its future performance. 3 Expanding Distribution Capabilities The Company has begun developing verticalized distribution channels, including the Food Channel, which are intended to organize creators and content within specific categories and provide additional pathways for audience engagement.
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His passion for winemaking is mirrored by his passion for adventure, and he too wanted to create a better-for-you wine that customers can be proud to bring to the table for any occasion. We believe it is unique for a high-profile winemaker like Mr.
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These initiatives are in early stages and are designed to support increased visibility of creator offerings, enhance consumer engagement, and potentially improve transaction frequency. The Company believes that, over time, such distribution channels may complement its core commerce platform and support broader monetization opportunities, although their impact remains subject to execution and market adoption.
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Whetstone to attach his name and reputation to a brand in the better-for-you wine segment, and we believe that Mr. Whetstone’s association with our brand increases consumer awareness and speaks to the quality of our varietals. • Produced and Bottled in Napa Valley. Importantly, we are able to market our wines as being produced and bottled in Napa Valley, California.
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Flywheel-Driven Value Creation The Company’s business model is designed to benefit from a reinforcing relationship between its commerce activity, data generation, and platform optimization capabilities. As transactions occur on the platform, the Company generates first-party data derived from consumer behavior and engagement. The Company utilizes these insights to inform platform improvements, including enhancements to user experience, merchandising, and engagement strategies.
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We believe that this designation impacts consumption decisions of many wine drinkers, as Napa Valley-produced wines are considered by many to be a sign of superior production quality. However, wine produced by the Company will only be labelled with a Napa Valley appellation of origin if it is produced from grapes grown in the Napa Valley American Viticultural Area (AVA).
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Over time, the Company expects that increases in platform usage may enhance the scale and utility of its data assets, which in turn may support improved targeting, personalization, and conversion. These improvements are intended to drive additional transaction activity, further increasing data generation and platform utilization.
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The labels for the Company’s existing wines identify California as the appellation of origin. Currently, this only applies to our Reserve wine. Capital-Efficient and Scalable Operational Structure We have strategically structured our organization and operations to minimize our capital investment requirements while maintaining flexibility to rapidly scale our production capabilities to meet consumer demands.
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The Company believes that, if successfully executed, this dynamic may contribute to increasing platform efficiency and scalability over time. While elements of this model are currently in operation, the broader impact of this reinforcing dynamic remains dependent on the Company’s ability to scale platform usage and effectively utilize its data.
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We do this by utilizing internal capabilities while leveraging a network of reputable third-party providers with industry experience and expertise that we use to perform various functions falling outside our internal core competencies.
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There can be no assurance as to the extent or timing of these potential benefits. Exhibit: Amaze Flywheel 4 Strategy for Growth The Company’s strategy is focused on expanding its platform capabilities and increasing monetization across its commerce operations while developing additional data and distribution-driven opportunities.
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Production and Bottling on an Alternating Proprietorship Basis We contracted with Fior di Sole, an industry leading packaging innovation and wine production company based in Napa Valley, California, to serve as a “host winery” and to occupy a portion of its production and warehouse facility and utilize its production equipment on an alternating proprietorship basis.
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While certain elements of this strategy are currently in operation through the Company’s existing commerce platform, other components remain in development and are expected to evolve over time. Expand Creator and Brand Participation The Company’s platform is designed to support a growing base of creators and brands who utilize its tools to launch and manage commerce offerings.
Removed
Under this arrangement, we used capacity at Fior di Sole’s production facility at times mutually convenient to us and Fior di Sole to produce and bottle our wines for an initial set-up fee and a recurring monthly fee. Fior di Sole was responsible for keeping its production equipment in good operating order.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

33 edited+194 added−260 removed15 unchanged
Biggest changeFor as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, among others, (1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (2) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, (3) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved and (4) the requirement to present only two years of audited financial statements and only two years of related “Management’s discussion and analysis of financial condition and results of operations” in this report.
Biggest changeThese exemptions include, but are not limited to: ● being permitted to present or incorporate only two years of audited financial statements in this filing; ● not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; ● not being required to comply with the requirement of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditor’s report on the financial statements; ● the ability to elect to defer compliance with new or revised accounting standards until such standards would apply to private companies; ● reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and ● exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and any golden parachute payments not previously approved.
These provisions include: • advance notice requirements for stockholder proposals and director nominations; 24 • the ability of our board of directors to issue new series of, and designate the terms of, preferred stock, without stockholder approval, which could be used to, among other things, institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our board of directors; and • limitations on the ability of stockholders to call special meetings and to take action by written consent.
These provisions include: ● advance notice requirements for stockholder proposals and director nominations; ● the ability of our board of directors to issue new series of, and designate the terms of, preferred stock, without stockholder approval, which could be used to, among other things, institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our board of directors; and ● limitations on the ability of stockholders to call special meetings and to take action by written consent.
Any such claims, with or without merit, could require significant resources to defend, could damage the reputation of our wine brands, could result in the payment of compensation (whether as a damages award or settlement) to such third parties, and could require us to stop using our wine brands or otherwise agree to an undertaking to limit that use.
Any such claims, with or without merit, could require significant resources to defend, could damage the reputation of our brands, could result in the payment of compensation (whether as a damages award or settlement) to such third parties, and could require us to stop using our brands or otherwise agree to an undertaking to limit that use.
Our future success depends on our ability to protect our current and future wine brands and wines and to enforce and defend our trademarks and other intellectual property rights. We rely on a combination of trademark, copyright and trade secret laws, as well as confidentiality procedures and contractual restrictions, to secure and protect our intellectual property rights.
Our future success depends on our ability to protect our current and future brands to enforce and defend our trademarks and other intellectual property rights. We rely on a combination of trademark, copyright and trade secret laws, as well as confidentiality procedures and contractual restrictions, to secure and protect our intellectual property rights.
In addition, our actions to monitor and enforce trademark rights or copyrights against third parties may not prevent counterfeit products or products bearing confusingly similar trademarks from entering the marketplace, which could divert sales from us, tarnish our reputation or reduce the demand for our products or the prices at which we sell those products.
In addition, our actions to monitor and enforce trademark rights or copyrights against third parties may not prevent counterfeit products or products bearing confusingly similar trademarks from entering the marketplace, which could divert sales from us, tarnish our reputation or reduce the demand for our products and services or the prices at which we offer such products and services.
Additional risks not presently known to us or that we currently deem immaterial may also affect our business, financial condition, operating results, or prospects. In assessing these risks, you should also refer to the other information contained in this report, including our financial statements and related notes. Risks related to the recent acquisition of Amaze Software, Inc.
Additional risks not presently known to us or that we currently deem immaterial may also affect our business, financial condition, operating results, or prospects. In assessing these risks, you should also refer to the other information contained in this report, including our financial statements and related notes.
If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, we could be subject to sanctions or investigations by the NYSE American, the SEC or other regulatory authorities and our access to the capital markets could be restricted.
If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness in our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline.
In addition to registered intellectual property rights such as trademark registrations and copyright registrations, we rely on non-registered proprietary information, such as trade secrets, confidential information, and know-how, including in connection with the crafting of our low calorie, low-carb, premium tasting wines.
In addition to registered intellectual property rights such as trademark registrations and copyright registrations, we rely on non-registered proprietary information, such as trade secrets, confidential information, and know-how.
An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.
Any inactive trading market for our common stock may also impair our ability to raise capital to continue to fund our operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration. Our management team has limited experience managing a public company.
If we fail to maintain our trademarks or a third party successfully challenges our trademarks or copyrights, we could be forced to rebrand our wineries, wines, and other products, which could result in a loss of winery brand recognition and could require us to devote additional resources to the development and marketing of new wine brands. 17 Notwithstanding any trademark registrations or copyright registrations held by us, a third party could bring a lawsuit or other claim alleging that we have infringed that third party’s trademark rights or copyrights.
If we fail to maintain our trademarks or a third party successfully challenges our trademarks or copyrights, we could be forced to rebrand our products and service offerings, which could result in a loss of brand recognition and could require us to devote additional resources to the development and marketing of new brands.
In this report, our management concluded that our disclosure controls and procedures and our internal control over financial reporting were not effective as of December 31, 2024 due to the existence of a material weakness related to internal controls over financial reporting. See Item 9A - Controls and Procedures.
In connection with the preparation of our Annual Report on Form 10-K for the year ended December 31, 2025, our management concluded that our disclosure controls and procedures and our internal control over financial reporting were not effective as of December 31, 2025 due to the existence of material weaknesses.
If we are unable to secure and protect our intellectual property in domestic and foreign markets, including trademarks for our wine brands and wines, the value of our wine brands and intellectual property could decline, which could have a material and adverse effect on our business, results of operations and financial results.
There can be no assurance that we can successfully prevent such occurrences, which could damage our reputation and/or result in the theft of our important IP, either of which could damage our business prospects and future profitability. 16 If we are unable to secure and protect our intellectual property in domestic and foreign markets, the value of our brands and intellectual property could decline, which could have a material adverse effect on our business, results of operations and financial condition.
An active, liquid trading market for our common stock may not develop, which may limit your ability to sell your shares. Although our common stock is listed on the NYSE American under the symbol “AMZE,” an active trading market for our shares may not develop or be sustained going forward.
Although our common stock is listed on the NYSE American, there is a risk that an active trading market for our shares may not be sustained, which could put downward pressure on the market price of our common stock and thereby affect the ability of our stockholders to sell their shares.
We cannot assure you that we will be successful in addressing the risks we may encounter, and our failure to do so could have a material adverse effect on our business, prospects, financial condition and results of operations.
Any of the foregoing factors could have a material adverse effect on our business, financial condition and results of operations. Our success and growth depend, in part, on attracting new clients and we may not be successful in doing so.
If NYSE American delists our common stock from trading on its exchange for failure to meet the listing standards, an investor would likely find it significantly more difficult to dispose of or obtain our shares, and our ability raise future capital through the sale of our shares could be severely limited.
If we are not in compliance with all continued listing standards, we will be subject to delisting proceedings. If NYSE American delists our common stock from its exchange, an investor would likely find it significantly more difficult to buy or sell our shares and to obtain accurate quotations, and the price of our stock could suffer a material decline.
Compliance with these laws and regulations will increase our legal and financial compliance costs and make some activities more difficult, time-consuming or costly.
Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs.
New or revised regulations or increased licensing fees, requirements or taxes could have a material adverse effect on our business, financial condition, and results of operations. Risks related to our common stock Our failure to maintain continued compliance with the listing requirements of the NYSE American exchange could result in the delisting of our common stock.
Our failure to maintain continued compliance with the listing requirements of the NYSE American could result in the delisting of our common stock. We are required to meet certain qualitative and financial tests to maintain the listing of our common stock on the NYSE American.
The market price of our common stock may decline, and you may not be able to sell your shares of our common stock at or above the price you paid for them, or at all.
As a result, you may not be able to sell your shares of our common stock at or above the price at which you purchased them. In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities.
As a public reporting company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the listing requirements of the NYSE American and other applicable securities laws and regulations.
The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, SEC and NYSE rules, and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel need to devote a substantial amount of time to compliance with these requirements.
This diversion of management’s time and attention may have a material adverse effect on our business, financial condition and results of operations. 23 We are eligible to be treated as an emerging growth company, and we cannot be certain that the reduced disclosure requirements applicable to emerging growth companies will not make our shares less attractive to investors.
We are an emerging growth company and a smaller reporting company and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors.
If such capital is not available to us, our business, financial condition, and results of operations may be materially and adversely affected.
If we are unable to raise additional capital as and when needed, our business, financial condition and results of operations will be materially and adversely affected, and we may be forced to delay our development and expansion efforts, limit our activities and reduce operating costs.
As a matter of policy, NYSE American will consider the delisting of a security when the financial condition and/or operating results of a company appear to be unsatisfactory, the extent of public distribution or the aggregate market value of the security has become so reduced as to make further dealings on the NYSE American inadvisable, the company has sold or otherwise disposed of its principal operating assets, or has ceased to be an operating company, the company has failed to comply with its listing agreements with the NYSE American, or any other event shall occur or any condition shall exist which makes further dealings on the NYSE American unwarranted.
In addition to these objective standards, NYSE Regulation may delist the securities of any issuer (i) if, in its opinion, the issuer’s financial condition and/or operating results appear unsatisfactory; (ii) if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing on the NYSE American inadvisable; (iii) if the issuer sells or disposes of principal operating assets or ceases to be an operating company; (iv) if an issuer fails to comply with the NYSE American’s listing requirements; (v) if an issuer’s common stock sells at what NYSE Regulation considers a “low selling price” and the issuer fails to correct this via a reverse split of shares after notification by NYSE Regulation; or (vi) if any other event occurs or any condition exists which makes continued listing on the NYSE American in its opinion, inadvisable.
As a public company, we will incur significant legal, accounting, and other expenses that we did not incur as a private company, including costs associated with our public company reporting requirements and corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002, as well as new rules implemented by the SEC and the NYSE American.
We incur increased costs as a result of operating as a public company, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practices. As a public company, we incur significant legal, accounting, and other expenses that are not incurred by a private company.
These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock.
We have registered for resale an aggregate of up to 50,000,000 shares of common stock under an equity line of credit. Sales of a substantial number of our shares in the public market, or the perception that such sales might occur, could adversely affect the market price of our shares.
We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our common stock held by non-affiliates exceeds $700.0 million as of the end of the second fiscal quarter in any fiscal year before that time or if we have total annual gross revenues of $1.07 billion or more during any fiscal year before that time, in which case we would no longer be an emerging growth company as of the fiscal year end, or if we issue more than $1.0 billion in non-convertible debt during any three-year period before that time we would cease to be an emerging growth company immediately.
However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenues exceed $1.235 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.
The failure to bring on major accounts or the need to make significant concessions to retain one or more such accounts could have a material and adverse effect on our business, results of operations and financial position.
A significant disruption in the operations of our suppliers’ facilities could have a material adverse effect on our business, financial condition and results of operations. Our business depends on third-party suppliers to provide goods to our clients, who in turn sell such goods to their consumers.
There can be no assurance that in the future we will be able to successfully compete with our competitors or that we will not face greater competition from other wineries and beverage manufacturers. 12 If we are unable to successfully compete with existing or new market participants, or if we do not effectively respond to competitive pressures, we could experience reductions in market share and margins that could have a material and adverse effect on our business, results of operations and financial results.
Any such disruptions could have a material adverse effect on our business, financial condition and results of operations. We face intense competition and may not be able to compete effectively. Operating e-commerce is highly competitive and we expect competition to increase in the future.
Our operating results and the trading price of our shares may fluctuate in response to various factors, many of which are beyond our control, may cause our operating results and the market price and demand for our shares to fluctuate substantially.
Our stock price has been and may continue to be volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control, including limited trading volume.
As a result of being a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting and any failure to maintain the adequacy of these internal controls may negatively impact investor confidence in our company and, as a result, the value of our common stock.
If we fail to remediate this material weakness, or if we experience additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock.
If we are unable to obtain adequate supplies of premium juice from third-party juice suppliers, the quantity or quality of our annual production of wine could be adversely affected, causing a negative impact on our business, results of operations and financial condition.
If we are unable to compete successfully, or if competing successfully requires us to expend significant resources in response to our competitors’ actions, our business, financial condition and results of operations could be adversely affected.
Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation. We may require additional debt and equity capital to pursue our business objectives and respond to business opportunities, challenges, or unforeseen circumstances.
We expect to require additional capital to fund our business operations and growth, and to respond to business opportunities, challenges, or unforeseen circumstances The failure to secure additional capital could have a material adverse effect on the continued development, expansion or growth of our business.
Any failure to maintain effective internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations.
Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.
We are also subject to regulatory compliance requirements in all states in which we sell our wines. Any governmental litigation, fines, or restrictions on our operations resulting from the enforcement of these existing regulations or any new legislation or regulations could have a material adverse effect on our business, results of operations and financial results.
These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could have a material adverse effect on our business, financial condition and results of operations. We have identified material weaknesses in our internal control over financial reporting.
Removed
Combining the two companies may be more difficult, costly or time-consuming than expected, and the anticipated benefits of the acquisition of Amaze Software may not be realized.
Added
Risks Relating to our Limited Operating History, Financial Position and Need for Additional Capital We have a limited operating history, which may make it difficult to evaluate our current business and future prospects and increase the risk of your investment. We were formed in 2019 to produce low carb, low calorie premium wines in the United States.
Removed
The success of the acquisition of Amaze Software, including anticipated benefits, will depend, in part, on Amaze Software’s and Fresh Vine’s ability to successfully combine and integrate the businesses of Amaze Software and Fresh Vine in a manner that permits growth opportunities and does not materially disrupt existing customer relations or result in decreased revenues due to loss of customers.
Added
In March 2025, we acquired Amaze Software, an end-to-end, creator-powered commerce platform offering tools for seamless product creation, advanced e-commerce solutions, and scalable managed services. The history of operating and managing the businesses together is relatively short. The market for our platform is relatively new and evolving, which makes our business and future prospects difficult to evaluate.
Removed
It is possible that the integration process could result in the disruption of either company’s or both companies’ ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, and employees or to achieve the anticipated benefits of the acquisition.
Added
It is difficult to predict demand for our platform, buyer and seller retention and expansion rates, the size and growth rate of the market, the entry of competitive products, or the success of existing competitive products. We will continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries.
Removed
If Amaze Software and Fresh Vine experience difficulties with the integration process, the anticipated benefits of the acquisition may not be realized fully or at all, or may take longer to realize than expected. As with any acquisition, there also may be business disruptions that cause Amaze Software and/or Fresh Vine to lose customers.
Added
If our assumptions regarding these risks, uncertainties, or future revenue growth are incorrect, or if we do not address these risks successfully, our business, results of operations, prospects and financial condition would be materially harmed. We have incurred significant losses, and anticipate that we will incur continued losses for the foreseeable future.
Removed
Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of Amaze Software and Fresh Vine for an undetermined period. In addition, any cost savings of the acquisition could be less than anticipated. Risks related to our company and our business.
Added
We have incurred significant net losses to date, and we expect that we will continue to incur net losses for the foreseeable future. We have incurred net losses in each period since our inception, including approximately $55.2 million and $2.5 million for the years ended December 31, 2025 and 2024, respectively.
Removed
We have a limited operating history and have generated limited revenue to date. Our company was recently founded, and we have a limited operating history on which to base an evaluation of our business and prospects.
Added
We expect our expenses to increase in connection with our ongoing activities, particularly as we aim to invest in the development of our marketplaces, increase our marketing efforts and expand our operations.
Removed
Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly companies in new and evolving markets such as ours. The risks include, but are not limited to, an evolving business model and the management of growth and product development.
Added
In addition to the expected costs to grow our business, we also expect to expand our operational, compliance, payments and financial infrastructure as well as incur significant additional legal, accounting and other expenses as a newly public company.
Removed
To address these risks, we must, among other things, implement and successfully execute our business strategy and other business systems, respond to competitive developments, and attract, retain and motivate qualified personnel.
Added
If we fail to increase our revenue to offset the increases in our operating expenses, we may not achieve or sustain profitability in the future. We will need to generate substantial additional revenue to achieve and then sustain profitability, and even if we achieve profitability, we cannot be sure that we will remain profitable for any period of time.
Removed
We have generated very limited revenues to date, including revenues of approximately $299,000 and $1.8 million during fiscal 2024 and fiscal 2023, respectively. We have incurred net losses of $2.5 million and $10.6 million during fiscal 2024 and 2023, respectively. We had an accumulated deficit of $29.2 million and $26.5 million at December 31, 2024 and 2023, respectively.
Added
We will require substantial additional capital to finance our operations and growth. If we are unable to raise capital when needed or on acceptable terms, then we may be forced to delay, reduce or eliminate our development and expansion efforts, which could have a material adverse effect on our business, growth prospects and financial condition.
Removed
We may never generate material revenues or achieve profitability. We have not generated profits from operations to date. The success and longevity of our company will depend on our ability to generate profits from future operations or obtain sufficient capital through financing transactions to meet our business obligations.
Added
As a result of our history of losses and negative cash flows from operations, there is substantial doubt about our ability to continue as a going concern. Our history of operating losses and negative cash flows from operations raises substantial doubt about our ability to continue as a going concern.
Removed
The report of our independent registered public accounting firm on our financial statements for the fiscal year ended December 31, 2024 included an explanatory paragraph indicating that there is substantial doubt as to our ability to continue as a going concern for twelve months from the financial statement issuance date.
Added
Our future viability as an ongoing business is dependent on our ability to generate cash from our operating activities or to raise additional capital to finance our operations.
Removed
We incurred net losses of $2.5 million and $10.6 million during fiscal 2024 and 2023, respectively. Our cash balance at December 31, 2024 was approximately $156,000.
Added
If we are unable to continue as a going concern, we may have to liquidate our assets, and the values we receive for our assets in liquidation or dissolution could be significantly lower than the values reflected in our consolidated financial statements.
Removed
Our ability to continue as a going concern will be determined by our ability to generate sufficient cash flow to sustain our operations and/or raise additional capital in the form of debt or equity financing. 9 We need to hire additional executive officers and other personnel.
Added
The inclusion of a going concern explanatory paragraph by our independent registered public accounting firm, our lack of cash resources and our potential inability to continue as a going concern may materially adversely affect our share price, and our ability to raise new capital, enter into contractual relationships with third parties and otherwise execute our business strategy. 11 We may not be able to obtain additional capital to fund the operations and growth of our business.
Removed
Our executive management is currently comprised of a Chief Executive Officer and a Chief Financial Officer, both of whom are serving in interim positions.
Added
Accordingly, we will need to seek additional capital through a combination of private and public equity offerings, debt financings, and strategic partnerships and alliances. We may incur debt or issue equity securities ranking senior to our common stock. Those securities will generally have priority upon liquidation.
Removed
The future success of our Company will be dependent in part upon us locating and retaining qualified individuals who will serve as executive officers on a permanent basis and lead our Company and our business operations, and on us locating additional members to serve on our board of directors to help oversee and guide our company.
Added
Such securities also may be governed by an indenture or other instrument containing covenants restricting our operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of our common stock.
Removed
We cannot predict with certainty when we will be able locate such individuals. The success of our business depends heavily on the strength of our wine brand. Obtaining, maintaining and expanding our reputation as a producer of premium wine among our customers and the premium wine market generally is critical to the success of our business and our growth strategy.
Added
Because our decision to issue debt or equity in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or success of our future capital raising efforts.
Removed
The premium wine market is driven by a relatively small number of active and well-regarded wine critics within the industry who have outsized influence over the perceived quality and value of wines.
Added
As a result, future capital raising efforts may reduce the market price of our common stock and be dilutive to existing stockholders.
Removed
If we are unable to maintain the actual or perceived quality of our wines, including as a result of contamination or tampering, environmental or other factors impacting the quality of our grapes or other raw materials, or if our wines otherwise do not meet the subjective expectations or tastes of one or more of a relatively small number of wine critics, the actual or perceived quality and value of one or more of our wines could be harmed, which could negatively impact not only the value of that wine, but also the value of the vintage, the particular brand or our broader portfolio.
Added
The inability to obtain financing in a timely basis or on favorable terms may make it more difficult for us to operate our business or implement our growth plans, and to respond to business opportunities, challenges, or unforeseen circumstances.
Removed
The winemaking process is a long and labor-intensive process that is built around yearly vintages, which means that once a vintage has been released we are not able to make further adjustments to satisfy wine critics or consumers.
Added
Our substantial indebtedness could adversely affect our financial condition, limit our ability to raise additional capital to fund our operations and prevent us from fulfilling our obligations under our indebtedness . We have incurred significant indebtedness, and may incur additional debt for operations and other reasons related to our overall growth strategy.
Removed
As a result, we are dependent on our winemakers and tasting panels to ensure that every wine we release meets our exacting quality standards. With the advent of social media, word within the premium wine market spreads quickly, which can accentuate both the positive and the negative reviews of our wines and of wine vintages generally.
Added
As of December 31, 2025, we had notes payable and other indebtedness of approximately $7.1 million. As a result of our substantial indebtedness, a significant amount of our cash flows will be required to pay interest and principal on our outstanding indebtedness, and we may not generate sufficient cash flows from operations.
Removed
Public perception of our brands could be negatively affected by adverse publicity or negative commentary on social media outlets, particularly negative commentary on social media outlets that goes “viral,” or our responses relating to, among other things: • an actual or perceived failure to maintain high-quality, safety, ethical, social and environmental standards for all of our operations and activities; • an actual or perceived failure to address concerns relating to the quality, safety or integrity of our wines and the hospitality we offer to our guests at our potential future tasting rooms; • our environmental impact, including our use of agricultural materials, packaging, water and energy use, and waste management; or • an actual or perceived failure by us to promote the responsible consumption of alcohol.
Added
The agreements governing a portion our notes payable contain restrictive covenants, including but not limited to, our ability to incur additional indebtedness, make certain payments and dispose of assets.
Removed
If we do not produce wines that are well-regarded by the relatively small wine critic community, the wine market will quickly become aware and our reputation, wine brand, business and financial results of our operations could be materially and adversely affected.
Added
Any additional debt, to the extent we are able to incur it, may further restrict the manner in which we conduct business and could impact our ability to implement elements of our strategy.
Removed
In addition, if our wine receives negative publicity or consumer reaction, whether as a result of our wines or wines of other producers, our wines in the same vintage could be adversely affected.
Added
Our substantial indebtedness could have important consequences to you, including: ● making it more difficult for us to satisfy our obligations under the notes payable and our other debt agreements, and if we fail to comply with these obligations, an event of default could result; ● limiting our ability to obtain additional financing to fund future working capital, investments or acquisitions or other general corporate requirements; ● requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, investments or acquisitions and other general corporate purposes; ● increasing our vulnerability to general adverse economic and market conditions, including inflation and rising interest rates; ● limiting our flexibility in planning for and reacting to changes in the markets in which we compete and to changing business and economic conditions; ● impairing our ability to obtain additional financing in the future; and ● placing us at a disadvantage compared to other, less leveraged competitors and affecting our ability to compete. 12 Risks related to our company and our business.
Removed
Unfavorable publicity, whether accurate or not, related to our industry, us, our winery brands, marketing, personnel, operations, business performance or prospects could also unfavorably affect our corporate reputation, company value, ability to attract high-quality talent or the performance of our business.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

1 edited+0 added−0 removed1 unchanged
Biggest changeIn fiscal year 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.
Biggest changeIn fiscal year 2025, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

Item 2. Properties

Properties — owned and leased real estate

1 edited+1 added−2 removed0 unchanged
Biggest changeThe initial term of the Alternating Proprietorship Agreement with our “host winery” expired in July 2022, but was renewed and was ultimately terminated in December 2023. We utilize two warehouse facilities in American Canyon, California. We pay storage fees per pallet and entry and exit processing fees.
Biggest changeWe utilize two warehouse facilities in American Canyon, California. We pay storage fees per pallet and entry and exit processing fees. We expect that the current properties will be adequate for our current office and production needs.
Removed
ITEM 2. PROPERTIES. Effective November 1, 2022, we maintain a virtual administrative office environment. The address, for mailing purposes, of our principle executive offices is P.O. Box 78984, Charlotte, NC 28271. Our production facility, which we occupied on an alternating proprietorship basis, was located in Napa, California.
Added
ITEM 2. PROPERTIES. We lease office locations in Costa Mesa, California, and Newport, Kentucky, where regionally based employees have the option to work in-person as needed. We incurred approximately $82,000 in rent expense for 2025. For our remote employees, we provide the flexibility to work from agreed-upon locations that best suit their productivity and lifestyle needs.
Removed
We expect that the current properties will be adequate for our current office and production needs. During the years ended December 31, 2024 and 2023, we did not incur facilities rental expense.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+15 added−5 removed1 unchanged
Biggest changeMichaels has commenced garnishment proceedings against certain of the Company’s bank accounts and other third parties in an attempt to collect on the judgment and such proceedings remain pending. The court of appeals affirmed the judgment in February 2025.
Biggest changeJudgment was entered in 2024 and now exceeds $600,000 with additional awards of interest and costs. Mr. Michaels has commenced garnishment proceedings against certain of the Company’s bank accounts and other third parties and is seeking the appointment of a limited receiver over the Company’s assets in an attempt to collect on the judgment and such proceedings remain pending.
Except as set forth below, we are not a party or subject to any pending legal proceedings the resolution of which is expected to have a material adverse effect on our business, operating results, cash flows or financial condition. Timothy Michaels Lawsuit The Company was a defendant in a lawsuit styled Timothy Michaels v.
Except as set forth below, we are not a party or subject to any pending legal proceedings the resolution of which is expected to have a material adverse effect on our business, operating results, cash flows or financial condition. Michaels v. Amaze Holdings, Inc.: Lawsuit filed in 2022 alleging breach of plaintiff’s separation agreement. At trial the jury awarded $585,976.25.
Removed
Fresh Vine Wine, Inc. filed May 27, 2022 in the Fourth Judicial District Court, Hennepin County, Minnesota. The lawsuit related to a complaint filed by Mr. Michaels resulting from the Company including a restricted “lock-up” legend on shares of the Company’s common stock issued to Mr. Michaels pursuant to a settlement agreement that the Company entered into with Mr.
Added
The Company appealed the verdict, and the court of appeals affirmed the judgment in February 2025, which granted approximately $22,000 in additional damages to Mr. Michaels. On March 12, 2025, the Company petitioned the supreme court for review. On May 13, 2025, the supreme court denied the petition.
Removed
Michaels following termination of his employment and for not removing or directing the Company’s transfer agent to remove such legend. On January 25, 2024, the jury in the lawsuit rendered a verdict against the Company awarding damages to Mr. Michaels in the amount of $585,976.25.
Added
At December 31, 2025 and December 31, 2024, $27,384 and $484,735, respectively, was accrued as a settlement payable. On November 21, 2025, the Company tendered full payment of the judgment based on calculations of Mr. Michaels’ former counsel, but Mr. Michaels refused to recognize the satisfaction.
Removed
On February 22, 2024, the Company filed a renewed motion for post-verdict judgment in favor of the Company as a matter of law. On February 26, 2024, the Judge in the lawsuit denied the renewed motion for post-verdict judgment. On March 25, 2024, Mr. Michaels filed a Notice and Application for Taxation of Costs and Disbursements.
Added
The Company filed a motion to compel satisfaction of the judgment after tendering an additional $25,000 for interest, and that motion remains pending. 27 Dubow Decorating, Inc. v. Amaze Software, Inc.: Amaze Software, Inc. is the Defendant and Counter-Plaintiff in Dubow Decorating, Inc. v.
Removed
On March 26, 2024, the Company filed its Notice of Appeal. On March 26, 2024, Mr. Michaels served a motion for Pre-verdict and Prejudgment Interest. On March 27, 2024, a Notice of Entry of Judgment was filed and, on March 28, 2024, a Notice of Docketing of Judgment was entered. Mr.
Added
Amaze Software Inc., Case No. 05-CV-25-699, in the Benton County District Court, State of Minnesota, filed on April 16, 2025. Dubow Decorating, Inc. (“Dubow”) was a vendor for Amaze and provided printing services.
Removed
On March 12, 2025 the Company petitioned the supreme court for review and is awaiting the supreme court’s decision on its petition. 27 ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. PART II
Added
Dubow sued Amaze claiming $394,000 in damages for Amaze’s failure to pay certain invoices, and Amaze asserted several defenses based on quality of services, discrepancies with Dubow’s invoices and its admitted overbilling. Amaze also asserted counterclaims against Dubow for defamation and tortious interference with Amaze’s other vendor relationships.
Added
The litigation is in its early stages and the parties will soon be conducting discovery. In November 2025, the Company settled the lawsuit for $185,000 with monthly payments to be made through September 2026. G&I IX Aviation LLC v. Teespring, Inc. et al. Amaze Holding Company LLC is a defendant in G&I IX Aviation LLC v.
Added
Teespring, Inc. et al. , Case No. 23-CI-00220 in Boone County Circuit Court, Kentucky. When Amaze acquired certain assets of Teespring, Inc., pursuant to an Asset Purchase Agreement in November 2022, Teespring, Inc. leased commercial property located at 1201 Aviation Boulevard, Hebron, Kentucky, owned by Plaintiff G&I IX Aviation LLC (“G&I”).
Added
During and after APA negotiations, Amaze attempted to assume the lease, but Plaintiff refused to consent to the assignment of the lease unless Amaze paid previous obligations the landlord claimed Teespring. Inc. owed. Ultimately, G&I and Amaze never signed a consent to assignment of the lease.
Added
Plaintiff provided a notice of default on December 15, 2022, and filed its complaint against Teespring, Inc. and Amaze on February 1, 2023. Plaintiff demands $868,513.34 in unpaid rent plus attorneys’ fees On June 12, 2024, the court denied Plaintiff’s motion for summary judgment against Amaze. Plaintiff filed a second motion for summary judgment on August 28, 2025.
Added
On February 13, 2026, the Court granted Plaintiff’s second motion for summary judgment and awarded liquidated damages in the amount of $1,311,98.53, plus court costs and reasonable attorney fees in an amount to be determined, which shall bear post judgment interest at the 6% statutory rate.
Added
On March 20, 2026, Amaze requested that the Court reduce the award by approximately $205,000 in unreasonable fees and costs. Amaze plans to appeal the decision when it becomes final. DinoCloud, Inc. v. Amaze Software, Inc. Amaze Software, Inc. is the Defendant in DinoCloud, Inc. v. Amaze Software, Inc. , Case No.
Added
N24C-02-496 PAW, in the Superior Court of the State of Delaware in and for New Castle County, filed on February 25, 2025 and served on the Company on April 28, 2025. Plaintiff alleges breach of contract, breach of good faith and fair dealing, detrimental reliance, and unjust enrichment and claims $202,000 in damages.
Added
The Company filed its answer and affirmative defenses on July 17, 2025. Discovery is ongoing. Baron App, Inc. dba Cameo v. Amaze Holding Company LLC Amaze Holding Company LLC is the Defendant in Baron App, Inc., dba Cameo v. Amaze Holding Company LLC , Case No. 30-2025-01486631-CU-BC-NJC, in the Superior Court of California, County of Orange.
Added
Plaintiff filed the Complaint on May 30, 2025. Plaintiff alleges breach of contract and damages in subject to proof in excess of $140,000. Mercer Oak filed the Company’s Answer and Affirmative Defenses on July 15, 2025. An initial Case Management Conference took place October 28, 2025. The parties have started discovery.
Added
As of March 2026, the parties have reached a tentative settlement of approximately $140,000, which they are working to document. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 28 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

2 edited+0 added−0 removed5 unchanged
Biggest changeSecurities Authorized for Issuance under Equity Compensation Plans The information required by Item 5 is incorporated herein by reference to Item 12 below. Recent Sales of Unregistered Securities There were no unregistered sales of equity securities during the year ended December 31, 2024 that were not disclosed by the Company on a Current Report on Form 8-K.
Biggest changeSecurities Authorized for Issuance under Equity Compensation Plans The information required by Item 5 is incorporated herein by reference to Item 12 below. Recent Sales of Unregistered Securities There were no unregistered sales of equity securities during the year ended December 31, 2025 that were not disclosed by the Company on a Current Report on Form 8-K.
Stockholders As of March 31, 2025, there were 43 stockholders of record of our common stock, one of which was Cede & Co., a nominee for The Depository Trust Company, or DTC.
Stockholders As of March 31, 2026, there were 43 stockholders of record of our common stock, one of which was Cede & Co., a nominee for The Depository Trust Company, or DTC.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeWe recognize any forfeitures as they occur. 31 Results of Operations Year ended December 31, 2024 2023 Net revenue $ 299,065 $ 1,826,190 Cost of revenues 304,884 4,412,119 Gross profit (loss) (5,819 ) (2,585,929 ) Selling, general and administrative expenses 3,112,840 6,322,184 Equity-based compensation 6,249 1,708,218 Loss from operations (3,124,908 ) (10,616,331 ) Interest income 36,977 1,296 Interest expense (155,409 ) — Unrealized loss on equity investment (33,500 ) — Gain on extinguishment of liabilities 757,854 — Net loss $ (2,518,986 ) $ (10,615,035 ) Comparison of the Fiscal Years ended December 31, 2024 and 2023 Net Revenue, Cost of Revenues and Gross Profit Year ended December 31, Change 2024 2023 $ % Net revenue $ 299,665 $ 1,826,190 (1,527,125 ) -84 % Cost of revenues 304,884 4,412,119 (4,107,235 ) -93 % Gross loss $ (5,819 ) $ (2,585,929 ) 2,580,110 100 % We had net revenue in fiscal 2024 of approximately $300,000.
Biggest changeResults of Operations Year ended December 31, 2025 2024 Revenues $ 1,967,148 $ 299,065 Cost of revenues 396,636 304,884 Gross income (loss) 1,570,512 (5,819 ) Selling, general and administrative expenses 15,707,331 3,112,840 Equity-based compensation 2,614,878 6,249 Depreciation and amortization 3,346,657 - Impairment of goodwill 34,295,079 - Loss from operations (54,393,433 ) (3,124,908 ) Other income 11,424 36,977 Interest expense (1,738,315 ) (155,409 ) Unrealized loss on equity investment - (33,500 ) Realized loss on equity investment (54,760 ) - Change in fair value of convertible debt 433,707 - Gain on extinguishment of liabilities 576,124 757,854 Net loss $ (55,165,253 ) $ (2,518,986 ) 34 Comparison of the Fiscal Years ended December 31, 2025 and 2024 Revenues, Cost of Revenues and Gross Income (Loss) Year ended December 31, Change 2025 2024 $ % Net revenue $ 1,967,148 $ 299,665 1,668,083 558 % Cost of revenues 396,636 304,884 91,752 30 % Gross income (loss) $ 1,570,512 $ (5,819 ) 1,576,331 27,089 % Revenue Total net revenue for the year ended December 31, 2025 was approximately $2.0 million, up 558% from approximately $300,000 for the year ended December 31, 2024.
Our financial statements may, therefore, not be comparable to those of other public companies that comply with such new or revised accounting standards. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not required. 37 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Our financial statements and supplementary data are included beginning on pages F-1 of this report. ITEM 9.
Our financial statements may, therefore, not be comparable to those of other public companies that comply with such new or revised accounting standards. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. Not required. 39 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Our financial statements and supplementary data are included beginning on pages F-1 of this report. ITEM 9.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to those statements as included elsewhere in this Annual Report on Form 10-K.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to those statements as included elsewhere in this Quarterly Report on Form 10-Q.
The Company’s inability to raise additional working capital in a timely manner will negatively impact the ability to fund operations, generate revenues, maintain or grow the business and otherwise execute the Company’s business plan, including its pursuit of its pending business combination transaction, leading to the reduction or suspension of operations and ultimately potentially ceasing operations altogether and initiating bankruptcy proceedings.
The Company’s inability to raise additional working capital in a timely manner will negatively impact the ability to fund operations, generate revenues, maintain or grow the business and otherwise execute the Company’s business plan, leading to the reduction or suspension of operations and ultimately potentially ceasing operations altogether and initiating bankruptcy proceedings.
Actual results could differ from those estimates. 36 While all significant accounting policies are more fully described in Note 1 (Summary of Significant Accounting Policies) to our audited financial statements, we believe that the following accounting policies and estimates are critical to our business operations and understanding of our financial results.
While all significant accounting policies are more fully described in Note 1 (Summary of Significant Accounting Policies) to our audited financial statements, we believe that the following accounting policies and estimates are critical to our business operations and understanding of our financial results.
The conversion price and number of shares of the Company’s common stock issuable upon conversion of the Notes will be subject to adjustment from time to time for any subdivision or consolidation of shares, dilutive issuances and other events.
The conversion price and number of shares of the Company’s common stock issuable upon conversion of the Notes will be subject to adjustment from time to time for any subdivision or consolidation of shares, dilutive issuances and other events. These were paid in full in 2025.
Our ability to continue as a going concern in the future will be determined by our ability to generate sufficient cash flow to sustain our operations, raise additional capital in the form of debt or equity financing and/or complete a successful combination transaction with a suitable target company.
Our ability to continue as a going concern in the future will be determined by our ability to generate sufficient cash flow to sustain our operations and/or raise additional capital in the form of debt or equity financing.
Pursuant to the Merger Agreement, (i) Merger Sub merged with and into Amaze (the “Merger”) with Amaze as the surviving company and a wholly owned subsidiary of the Company, and (ii) the aggregate merger consideration paid by the Company in connection with the acquisition included 750,000 shares of the Company’s Series D Convertible Preferred Stock, par value $0.001 per share (“Series D Preferred Stock”), plus warrants (the “Merger Warrants”) to purchase an aggregate of 8,750,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”).
Pursuant to the Merger Agreement, (i) Merger Sub merged with and into Amaze Software with Amaze Software as the surviving company and a wholly owned subsidiary of the Company, and (ii) the aggregate merger consideration paid by the Company in connection with the acquisition included 750,000 shares of the Company’s Series D Preferred Stock plus warrants (the “Merger Warrants”) to purchase an aggregate of 380,448 shares of the Company’s common stock.
In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. See “Cautionary Note Regarding Forward-looking Statements” included elsewhere in this Annual Report on Form 10-K.
In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. See “Cautionary Note Regarding Forward-looking Statements”.
If we are unable to generate sufficient cash flow to fund our operations and adequate additional funds are not available when required, management may need to curtail its sales and marketing efforts, which would adversely affect our business prospects, or we may be unable to continue operations. Current Strategy Acquisition of Amaze Software, Inc.
If we are unable to generate sufficient cash flow to fund our operations and adequate additional funds are not available when required, management may need to curtail its sales and marketing efforts, which would adversely affect our business prospects, or we may be unable to continue operations. 37 Current Strategy Financing Transactions We have funded our operations through a combination of debt and equity financings.
We estimate allowances for future returns and doubtful accounts based upon historical experience and its evaluation of the current status of receivables. Accounts considered uncollectible are written off against the allowance. As of December 31, 2024 and 2023 we had $13,403 and $0 in the allowance for doubtful accounts, respectively.
We estimate allowances for future returns and doubtful accounts based upon historical experience and its evaluation of the current status of receivables. Accounts considered uncollectible are written off against the allowance.
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed in Part I “Item 1A. Risk Factors” included in this Annual Report on Form 10-K.
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed in the section “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.
On March 7, 2025, the Company completed the acquisition of Amaze Software, Inc., pursuant to an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Amaze Holdings Inc., a Delaware corporation and wholly owned subsidiary of Fresh Vine (“Merger Sub”), Amaze Software, Inc., a Delaware corporation (“Amaze Software”), the stockholders of Amaze Software listed on Schedule I thereto (each, a “Holder” and together the “Holders”), and Aaron Day, solely in his capacity as the Holders’ Representative (the “Holders’ Representative”).
(the Acquisition”), pursuant to the Amended and Restated Agreement and Plan of Merger dated as of March 7, 2025 (the “Merger Agreement”) by and among the Company, Amaze Holdings Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), Amaze Software, Inc., a Delaware corporation (“Amaze Software”), the stockholders of Amaze Software, and Aaron Day.
If additional financing is available, it may be highly dilutive to existing stockholders and may otherwise include burdensome or onerous terms.
The Company may require additional debt or equity financing to satisfy its existing obligations and sustain existing operations. Additional financing may not be available on favorable terms or at all. If additional financing is available, it may be highly dilutive to existing stockholders and may otherwise include burdensome or onerous terms.
We have incurred losses and negative cash flows from operations since our inception in May 2019, including net losses of approximately ($2.5) million and ($10.6) million during the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, we had an accumulated deficit of approximately $29.2 million and a total stockholders’ equity of approximately $1.5 million.
We have funded our operations through equity and debt financings, as described under the caption “Financing Transactions” below. 36 We have incurred losses and negative cash flows from operations since our inception in May 2019, including net losses of approximately $55.2 million and $2.5 million during the years ended December 31, 2025 and 2024, respectively.
Equity-Based Compensation Equity-based compensation consists of the accounting expense resulting from our issuance of equity or equity-based grants issued in exchange for employee or non-employee services. We measure equity-based compensation cost at the grant date based on the fair value of the award and recognize the compensation expense over the requisite service period, which is generally the vesting period.
We measure equity-based compensation cost at the grant date based on the fair value of the award and recognize the compensation expense over the requisite service period, which is generally the vesting period. We recognize any forfeitures as they occur.
We also distribute our wines via other wine e-commerce sites such as Wine.com and Vivino.com and plan to continue to add affiliate retail websites. 30 Net Revenue Percentage by Channel We calculate net revenue percentage by channel as net revenue made through our wholesale channel to distributors, through our wholesale channel directly to retail accounts, and through our DTC channel, respectively, as a percentage of our total net revenue.
Revenue Percentage by Channel We calculate net revenue percentage by channel as net revenue made through our wholesale channel to distributors, through our wholesale channel directly to retail accounts, and through our DTC channel, respectively, as a percentage of our total net revenue.
During 2024, the Company extinguished liabilities totaling approximately $758,000 . 32 Cash Flows Year ended December 31, 2024 2023 Cash provided by (used in): Operating activities $ (1,931,830 ) $ (4,809,009 ) Investing activities (3,500,000 ) (500,000 ) Financing activities 5,251,137 3,565,014 Net (decrease) increase in cash $ (180,693 ) $ (1,743,995 ) Net cash used in operating activities was approximately $1.9 million and $4.8 million for the years ended December 31, 2024 and December 31, 2023, respectively.
Year ended December 31, 2025 2024 Cash provided by (used in): Operating activities $ (17,520,963 ) $ (1,931,830 ) Investing activities (692,767 ) (3,500,000 ) Financing activities 20,932,793 5,251,137 Net (decrease) increase in cash $ 2,719,063 $ (180,693 ) Net cash used in operating activities was approximately $17.5 million and $1.9 million for the years ended December 31, 2025 and 2024, respectively.
Selling, General, and Administrative Expenses Selling, general, and administrative expenses consist of selling expenses, marketing expenses, and general and administrative expenses. Selling expenses consist primarily of direct selling expenses in our wholesale and DTC channels, including payroll and related costs, product samples, processing fees, and other outside service fees or consulting fees.
Selling expenses consist primarily of direct selling expenses in our managed services channels, including payroll and related costs, product samples, processing fees, and other outside service fees or consulting fees. Marketing expenses consist primarily of advertising costs to promote brand awareness, contract fees incurred because of significant agency partnership agreements, customer retention costs, payroll, and related costs.
Our estimate of net realizable value is based on analysis and assumptions including, but not limited to, historical experience, future demand and market requirements. Reductions to the carrying value of inventories are recorded in cost of revenues. As of December 31, 2024 and 2023 there was $0 and $111,710 inventory reserve related to estimated net realizable value, respectively.
Reductions to the carrying value of inventories are recorded in cost of revenues. As of December 31, 2025 and 2024 there was $123,000 and $0 inventory reserve related to estimated net realizable value, respectively.
Cash used in investing activities in the 2024 period was from the note receivable issued to Amaze Software, Inc., see Note 5 to accompanying financial statements. Net cash provided by financing activities was approximately $5.3 million and $3.6 million for the years ended December 31, 2024 and December 31, 2023, respectively.
Net cash used in investing activities was approximately $693,000 and $3.5 million for the years ended December 31, 2025 and 2024, respectively. The Company issued notes receivable for approximately $1.1 million and $3.5 million for the years ended December 31, 2025 and 2024, respectively. In 2025 this was offset by cash acquired from the Amaze Software Acquisition of approximately $594,000.
Allowance for Inventory Reserve Inventories primarily include bottled wine which is carried at the lower of cost (calculated using the first-in-first-out (“FIFO”) method) or net realizable value. We reduce the carrying value of inventories that are obsolete or for which market conditions indicate cost will not be recovered to estimated net realizable value.
As of December 31, 2025 and 2024 we had $0 and $13,403 in the allowance for doubtful accounts, respectively. 38 Allowance for Inventory Reserve Inventories primarily include bottled wine which is carried at the lower of cost (calculated using the first-in-first-out (“FIFO”) method) or net realizable value.
We expect to incur losses in future periods as we continue to operate our business and incur expenses associated with being a public company. As of December 31, 2024, we had approximately $156,000 in cash, accounts receivable of approximately $7,000, note receivable of $3,500,000, inventory of approximately $212,000, and prepaid expenses of approximately $34,000.
As of December 31, 2025, we had an accumulated deficit of approximately $84.5 million and a total stockholders’ equity of approximately $9.8 million. We expect to incur losses in future periods as we continue to operate our business and incur expenses associated with being a public company.
On December 31, 2024, current assets amounted to approximately $4.4 million and current liabilities were $2.9 million resulting in working capital (with working capital defined as current assets minus current liabilities) of approximately $1.5 million. Since the commencement of its operations, the Company’s operating and other expenses have significantly exceeded its revenues.
As of December 31, 2025, we had approximately $2.9 million in cash, $47,000 in inventory and $1.2 million in prepaid expenses. On December 31, 2025, current assets amounted to approximately $4.4 million and current liabilities were approximately $24.4 million, resulting in a working capital deficit (with working capital defined as current assets minus current liabilities) of approximately $20 million.
Year ended December 31, 2024 2023 Net revenue $ 299,065 $ 1,826,190 Gross profit (loss) $ (5,819 ) $ (2,585,929 ) Net loss $ (2,518,986 ) $ (10,615,035 ) Components of Results of Operations and Trends That May Impact Our Results of Operations Net revenue Our net revenue consists primarily of wine sales to distributors and retailers, which together comprise our wholesale channel, and directly to individual consumers through our DTC channel.
Year ended December 31, 2025 2024 Revenues $ 1,967,148 $ 299,065 Gross income (loss) $ 1,570,512 $ (5,819 ) Net loss $ (55,165,253 ) $ (2,518,986 ) Components of Results of Operations and Trends That May Impact Our Results of Operations Revenues As a result of the Acquisition, our revenues consists primarily of merchandise sold to fans of creators around the world, which together comprise our creator channel, and directly to individual consumers through our marketplace channel.
Under this “Management’s Discussion And Analysis Of Financial Condition And Results Of Operations,” “we,” “us,” “our” “Fresh Vine Wine,” “Fresh Vine,” “Amaze” and the “Company” refer to Amaze Holdings, Inc. 28 Overview Amaze Holdings Inc. (formerly Fresh Vine Wine, Inc.) is a producer of low carb, low calorie, premium wines in the United States.
Under this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “we,” “us,” “our” “Amaze Holdings,” “Amaze” and the “Company” refer to Amaze Holdings, Inc. 29 Overview On March 7, 2025, Fresh Vine Wine, Inc., which subsequently changed its name to Amaze Holdings, Inc. completed the Acquisition of Amaze Software, Inc. and its subsidiaries (“Amaze Software”).
The following factors and trends in our business have driven our net revenue results and are expected to be key drivers of our net revenue for the foreseeable future: 29 Brand recognition: As we drive visibility through traditional and modern marketing methods, we expect to build awareness and name recognition for Amaze in consumers’ minds.
The following factors and trends in our E-commerce business have driven our net revenue results and are expected to be key drivers of our net revenue for the foreseeable future: Brand recognition: Building strong brand recognition is a cornerstone of our growth strategy as we work to position Amaze as a leading platform in the creator economy for both creators and consumers.
Distribution expansion and acceleration: Purchasing by distributors and loyal accounts that continue to feature our wines are key drivers of net revenue. Seasonality: In line with industry norms, we anticipate our net revenue peaking during the quarter spanning from October through December due to increased consumer demand around the major holidays.
Seasonality: In line with industry norms, we anticipate our net revenue peaking during the quarter spanning from October through December due to increased consumer demand around the major holidays. This is particularly true in our marketplace revenue channel, where marketing programs will often be aligned with the holiday season and product promotions will be prevalent.
Critical Accounting Policies and Estimates Management uses estimates and assumptions in preparing these financial statements in accordance with accounting principles generally accepted in the United States of America. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.
During the 2025, the Company entered into multiple debt arrangements and received aggregate proceeds of approximately $5.8 million. See Note 11 in the consolidated financial statements. Critical Accounting Policies and Estimates Management uses estimates and assumptions in preparing these financial statements in accordance with accounting principles generally accepted in the United States of America.
The difference is due to the Rights Offering of $2,615,014, the issuance of preferred stock for a net of $950,000 during the year ended December 31, 2023, proceeds from the issuance of preferred stock for a net of approximately $4.7 million and $500,000 from the sale of convertible debt for the year ended December 31, 2024.
The difference is mostly attributed to the net proceeds from notes payable, convertible debt, and financing arrangements of approximately $5.8 million, net proceeds from the Equity Line of Credit of approximately $9.5 million, net proceeds from At-the-Market of approximately $7.8 million and net proceeds from issuance of Series C Preferred Stock of approximately $703,000 during the year ended December 31, 2025.
The Company is working with leading distributors, including Southern Glazer’s Wine & Spirits (SGWS), Johnson Brothers, and Republic National Distributing Company (RNDC), to expand our presence across the contiguous United States. Amaze’s core wine offerings are priced strategically to appeal to mass markets and sell at a list price between $15 and $25 per bottle.
The Wine Product’s segment includes the sale of “Fresh Vine” wines across the United States and Puerto Rico through wholesale, and direct-to-consumer (DTC) channels. Amaze’s core wine offerings are priced strategically to appeal to mass markets and sell at a list price between $15 and $25 per bottle.
Given the Company’s current financial position, the cost of such an appeals bond is uncertain and may be higher than the typical cost of such a bond or require the Company to provide cash or other collateral. 34 At the current reduced pace of incurring expenses and without receipt of additional financing, the Company projects that the existing cash balance will be sufficient to fund current operations into the second quarter of 2025.
At the current reduced pace of incurring expenses and with receipt of additional financing, including proceeds from an equity line of credit entered into by the Company on May 6, 2025 (see Note 11) and the receipt of proceeds from the expected sales of inventory, the Company projects that the existing cash balance will be sufficient to fund current operations into 2026.
Brand awareness will be built substantially through social media channels. Portfolio evolution: As a relatively new, high-growth brand, we expect and seek to learn from our consumers. We intend to continuously evolve and refine our products to meet our consumers’ specific needs and wants, adapting our offering to maximize value for our consumers and stakeholders.
We intend to continuously evolve and refine our products to meet our consumers’ specific needs and wants, adapting our offering to maximize value for our consumers and stakeholders. We are constantly bringing on new suppliers, products and services to help creators in every step of their business evolution.
On August 2, 2023, the Company entered into a Securities Purchase Agreement with two accredited investors pursuant to which the Company agreed to issue and sell in a private placement shares of a newly created series of preferred stock designated as Series A Convertible Preferred Stock (the “Series A Stock”).
During the 2025, the Company entered into Securities Purchase Agreements with accredited investors pursuant to which the Company agreed to sell in a private placement shares of Series C Preferred Stock at a purchase price of $100.00 per share, plus warrants to purchase common stock at an exercise price of $17.25 with 100% warrant coverage.
The Company estimated no inventory to be sold a price below the Company’s cost and therefore has no reserve as of December 31, 2024. Additionally, the Company includes shipping fees in all DTC revenues. These fees are paid by end consumers at time of order and subsequently itemized within the cost of each individual sale.
If we are reselling an existing branded product or a custom product, it might have a different gross margin attribution. 33 The Company breaks out shipping fees in all freight revenues. These fees are paid by end consumers at time of order and subsequently itemized within the cost of each individual sale.
Year ended December 31, 2024 2023 Wholesale 15 % 73 % Director to consumer 85 % 27 % 100 % 100 % Cost of Revenues Cost of revenues is comprised of all direct product costs such as juice, bottles, caps, corks, labels, and capsules. Additionally, we also categorize boxes and quality assurance testing within our cost of revenues.
Year ended December 31, 2025 2024 Wholesale - % 15 % Director to consumer 13 % 85 % E-commerce 71 % - % Subscriptions 16 % - % 100 % 100 % Cost of Revenues Cost of revenues is comprised of all wine related direct product costs such as finished goods, processing fees and potentially inventory stocking fees, and domain hosting costs.
Liquidity and Capital Resources Our primary cash needs are for working capital purposes, such as producing or purchasing inventory and funding operating expenses. We have funded our operations through equity and debt financings, as described under the caption “Financing Transactions” below.
The Company had approximately $4.7 million from the issuance of Series B preferred stock and $500,000 from the sale of convertible debt for the year ended December 31, 2024. Our primary cash needs are for working capital purposes, such as producing or purchasing inventory and funding operating expenses.
Selling, general and administrative expenses Year ended December 31, Change 2024 2023 $ Selling expenses $ 283,752 $ 965,091 $ (681,339 ) Marketing expenses 343,148 1,576,324 (1,233,176 ) General and administrative expenses 2,485,940 3,780,769 (1,294,829 ) Total selling, general and administrative expenses $ 3,112,840 $ 6,322,184 $ (3,209,344 ) For the year ended December 31, 2024, selling, general and administrative expenses decreased 51%, compared to the period ended December 31, 2023.
Selling, general and administrative expenses Year ended December 31, Change 2025 2024 $ Selling expenses $ 1,952,430 $ 283,752 $ 1,668,678 Marketing expenses 1,016,955 343,148 673,807 General and administrative expenses 12,737,946 2,485,940 10,252,006 Total selling, general and administrative expenses $ 15,707,331 $ 3,112,840 $ 12,594,491 Selling, general, and administrative (SG&A) expenses increased to approximately $15.7 million in the year ended December 31, 2025, compared to $3.1 million in the year ended December 31, 2024.
This is particularly important as a California-based wine producer where droughts or fires can have an extremely detrimental impact to a company’s supply chain if not diversified. Key Financial Metrics We use net revenue, gross profit (loss) and net income (loss) to evaluate the performance of Amaze.
We intend to report GMV on a quarterly basis. Key Financial Metrics We use net revenue, gross income (loss) and net income (loss) to evaluate the performance of Amaze Holdings.
The Company, Adifex and Amaze Software, Inc subsequently decided to restructure the transactions contemplated by the Business Combination Agreement, and on March 7, 2025 the Company entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) to acquire Amaze Software, Inc.
Merger Agreement On March 7, 2025, the Company completed the acquisition of Amaze Software, Inc.
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Founded in 2019, the Company brings an innovative “better-for-you” solution to the wine market. We currently sell seven varietals: Cabernet Sauvignon, Pinot Noir, Chardonnay, Sauvignon Blanc, Rosé, Sparkling Rosé, and a limited Reserve Napa Cabernet Sauvignon. All varietals are produced and bottled in Napa, California.
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Accordingly, the financial results for the year ended December 31, 2025 reflect the full operations for Amaze Holdings, Inc. and its subsidiaries. This marks a significant corporate transition and strategic pivot toward a platform-based digital commerce business focused on enabling creators and brands to monetize through direct audience engagement.
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Amaze’s wines are distributed across the United States and Puerto Rico through wholesale, retail, and direct-to-consumer (DTC) channels. The Company is able to conduct wholesale distribution of our wines in all 50 states and Puerto Rico. As of December 31, 2024, the Company holds relationships with wholesale distributors in 50 states.
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Our business is currently organized in two reporting segments: E-commerce/Subscriptions and Wine Products. The E-Commerce segment operates a creator-focused, end-to-end commerce platform designed to streamline product sales, subscription offerings, and digital content delivery. Our tools support a diverse range of creators—from independent digital entrepreneurs to small businesses—by integrating storefront customization, payment processing, merchandising, and performance analytics.
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Given the Company brand’s “better-for-you” appeal, and overall product quality, Amaze believes that it presents today’s consumers with a unique value proposition within this price category. Additionally, the Company is one of very few products available at this price point that includes a named winemaker, Jamey Whetstone.
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While the Amaze platform enables a variety of monetization models, our financial results are categorized into revenue channels consistent with historical presentation.
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Amaze’s marketing activities focus primarily on consumers in the 21-to-34-year-old demographic with moderate to affluent income and on those with a desire to pursue a healthy and active lifestyle. Amaze’s asset-light operating model allows it to utilize third-party assets, including land and production facilities.
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We calculate net revenue percentage by channel as net revenue made through our wholesale channel to distributors, through our wholesale channel directly to retail accounts, and through our DTC channel, respectively, as a percentage of our total net revenue. We monitor this segmentation to evaluate the effectiveness of our distribution model and resource allocation strategies.
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This approach helps us mitigate many of the risks associated with agribusiness, such as isolated droughts or fires. Because the Company sources product inputs from multiple geographically dispersed vendors, it reduces reliance on any one vendor and benefit from broad availability/optionality of product inputs.
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Amaze operates on an asset-light model, leveraging third-party resources, including custom and on-demand production facilities. This operational approach mitigates many risks associated with launching new brands, such as excess inventory and delays in product availability.
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Net revenues generally represent wine sales and shipping, when applicable, and to a lesser extent branded merchandise and wine club memberships. For wine and merchandise sales, revenues are recognized at time of shipment. For Wine Club memberships, revenues are recognized quarterly at the time of fulfilment. We refer to the volume of wine we sell in terms of cases.
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By sourcing products from a network of geographically diverse suppliers, Amaze reduces reliance on any single vendor and enhances the availability and flexibility of product inputs. This is particularly crucial in today’s market, where there is a growing demand for local, just-in-time manufacturing solutions.
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Each case contains 12 standard bottles, in which each bottle has a volume of 750 milliliters. Cases are sold through Wholesale/Retail or DTC channels.
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The Acquisition was recorded as a business combination.
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This is particularly true in our DTC revenue channel, where marketing programs will often be aligned with the holiday season and product promotions will be prevalent. Revenue Channels Our sales and distribution platform is built upon a highly developed network of distributor accounts.
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The assets acquired and liabilities assumed have been recorded at their respective net book values until an assessment of the acquisition date fair values can be completed using unobservable inputs that are supported by little or no market activity and are significant to their fair value of the assets and liabilities (“Level 3” inputs).
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Within this network, we have signed agreements in place with several of the nation’s largest distributors including Southern Glazer’s Wine & Spirits and RNDC, among others. While we are actively working with these distributors in certain markets, they operate across the United States, and we intend to grow our geographic/market presence through these relationships.
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We expect to complete our purchase price allocation as soon as reasonably possible, including the assessment of the acquisition date fair values, not to exceed one year from the acquisition date.
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The development of these relationships and impacts to our related product mix will impact on our financial results as our channel mix shifts. • Wholesale channel: Consistent with sales practices in the wine industry, sales to retailers and distributors occur below SRP (Suggested Retail Price).
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Adjustments to the preliminary purchase price allocation could be material. 30 Key Performance Indicators Our key performance indicators that we use to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions is Gross Merchandise Value or GMV.
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We work closely with distributors to increase wine volumes and the number of products sold by their retail accounts in their respective territories. • DTC channel: Wines sold through our DTC channels are generally sold at SRP, although we do periodically offer various promotions.
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Our key performance indicators may be calculated in a manner different than similar key performance indicators used by other companies.
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Our DTC channel continues to grow as a result of a number of factors, including expanded e-commerce sites and social media capabilities. Wholesale channel sales made on credit terms generally require payment within 30 days of delivery; however our credit terms with Southern Glazer’s Wine & Spirits requires payment within 60 days of delivery.
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The following table shows GMV for the year ended December 31, 2025: December 31, 2025 Gross Merchandise Value $ 9,429,000 Gross Merchandise Volume GMV is the total dollar value of orders facilitated through our platform including certain apps and channels for which a revenue-sharing arrangement is in place in the period, net of refunds, and inclusive of shipping and handling, duty and value-added taxes.
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During periods in which our net revenue channel mix reflects a greater concentration of wholesale sales, we typically experience an increase in accounts receivable for the period to reflect the change in sales mix; payment collections in the subsequent period generally reduce our accounts receivable balance and have a positive impact on cash flows.
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GMV does not represent revenue earned by us (see Note 1-Summary of Significant Accounting Policies-Revenue Recognition-E-commerce). However, the volume of GMV facilitated through our platform is an indicator of the success of our merchants and the strength of our platform. Our merchant solutions revenues are also directionally correlated with the level of GMV facilitated through our platform.
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We intend to maintain and expand relationships with existing distributors and form relationships with new distributors as we work to grow the Company. With multiple varietals within the Amaze portfolio, we consider ourselves to be a ‘one-stop shop’ for better-for-you wines.
Added
Revenues generally represent gross merchandise and digital product sales reduced by costs of production and markups and commissions provided to creators. Shipping billed to customers, reduced by costs paid to delivery suppliers is also included in Revenues. For merchandise sales, revenues are recognized at time of shipment or delivery, depending on the shipping terms.
Removed
We continue to innovate with new products at competitive price points and strive to enhance the experience as we increase revenue with new and existing consumers. In the DTC channel, our comprehensive approach to consumer engagement in both online and traditional forums is supported by an integrated e-commerce platform.
Added
For any subscription sales, revenue is recognized as Monthly Active Users (“ MAU ”). 31 GMV consists of a markup or commission added to our wholesale price that we provide creators on our platforms.
Removed
Our marketing efforts target consumers who have an interest in healthy and active lifestyles. We attempt to motivate consumers toward a simple and easy purchasing decision using a combination of defined marketing programs and a modernized technology stack. Increasing customer engagement is a key driver of our business and results of operations.
Added
As the platform scales, we are focused on driving visibility and awareness across multiple formats and marketing channels, leveraging both traditional methods and cutting-edge digital practices to create a lasting and recognizable presence in creators’ and consumers’ minds.
Removed
We continue to invest in our DTC channel and in performance marketing to drive customer engagement. In addition to developing new product offerings and cross-selling wines in our product portfolio, we focus on increasing customer conversion and retention. As we continue to invest in our DTC channel, we expect to increase customer engagement and subsequently deliver greater satisfaction.
Added
One of the most impactful sources of brand awareness comes through social media channels, which serve as a primary engagement driver for both creators and their audiences. By focusing on a social-first approach, we aim to cultivate a brand identity closely tied to modern, digital-first communities, where creators already engage with their fans.
Removed
Amaze expects that cost of revenues will increase as net revenue increases. As the volume of the product inputs increases, the Company intends to work to renegotiate vendor contracts with key suppliers to reduce overall product input costs as a percentage of net revenue.
Added
Campaigns targeting key verticals and personas across platforms such as Instagram, TikTok, X, and YouTube are designed to highlight the capabilities of our platform while amplifying the voices of our creators. This multi-channel strategy is intended to ensure that both creators and fans recognize Amaze as the go-to destination for personalized, creator-driven products and experiences.
Removed
Based on a proposed sale of inventory at a price below the Company’s cost, the Company completed an evaluation of the net realizable value of our inventory during the year ended December 31, 2023.
Added
Furthermore, our brand awareness and affinity are closely intertwined with the image, popularity, and success of the millions of creators on our platform. Creators actively promote our platform on a daily basis, building visibility for Amaze organically through their fan-focused activities.
Removed
As a result of this evaluation, the Company recorded a $1.8 million inventory write down to reflect it at its net realizable value by December 31, 2023. This is recorded in cost of revenue in the financial statements. The inventory reserve balance at December 31, 2023 was approximately $112,000.
Added
Most creators incorporate a direct link to their Amaze store through their personalized URLs to market and drive traffic to their storefronts. This approach creates a direct relationship between the creator’s brand and the Amaze platform, reinforcing our brand equity at scale.

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Other AMZE 10-K year-over-year comparisons