Financial Performance - For the three months ended September 30, 2023, net revenue was $847,959, an increase from $535,584 in the same period of 2022, representing a growth of 58.2%[111] - Gross profit for the three months ended September 30, 2023, was a loss of $41,885, compared to a loss of $65,962 in the same period of 2022, indicating an improvement of 36.5%[111] - The net loss for the three months ended September 30, 2023, was $2,129,660, a decrease from a net loss of $2,560,040 in the same period of 2022, reflecting a reduction of 16.8%[111] - Net revenue for the three months ended September 30, 2023, was $847,959, an increase of 58.3% compared to $535,584 in the same period of 2022, while net revenue for the nine months decreased by 36.1% to $1,586,714 from $2,484,086[131] Revenue Channels - The wholesale channel accounted for 87.8% of total net revenue for the three months ended September 30, 2023, compared to 61.8% in the same period of 2022, indicating a significant shift towards wholesale sales[123] - Direct-to-consumer (DTC) sales represented 12.2% of total net revenue for the three months ended September 30, 2023, down from 38.2% in the same period of 2022, highlighting a decline in DTC channel performance[123] Expenses and Cost Management - Selling, general, and administrative expenses for the three months ended September 30, 2023, were $1,141,390, a decrease from $2,400,182 in the same period of 2022, representing a reduction of 52.4%[130] - Cost of revenues increased by 47.9% to $889,844 for the three months ended September 30, 2023, and by 77.2% to $3,631,491 for the nine months compared to the same periods in 2022, including a $1.7 million inventory write-down[131] - Selling, general and administrative expenses decreased by 52% to $1,141,390 for the three months ended September 30, 2023, and by 48% to $2,544,711 for the nine months compared to the same periods in 2022[132] Inventory and Write-downs - The company recorded a $1.7 million inventory write-down during the three months ended June 30, 2023, reflecting the net realizable value of its inventory[124] Cash Flow and Financial Position - Cash used in operating activities decreased to $(4,585,403) for the nine months ended September 30, 2023, from $(12,261,556) in the same period of 2022[133] - The company had an accumulated deficit of approximately $24.4 million and total stockholders' equity of approximately $1.1 million as of September 30, 2023[136] - Current assets amounted to approximately $2.6 million, with current liabilities of $1.5 million, resulting in a working capital surplus of approximately $1.1 million[137] Future Outlook and Strategic Initiatives - The company plans to continue investing in its DTC channel and performance marketing to drive customer engagement and satisfaction[121] - The company expects to obtain sales proceeds totaling approximately $800,000 from sales to Grocery Outlet, with $352,000 received during the quarter ended September 30, 2023[140] - The company entered into a Securities Purchase Agreement for the issuance of Series A Convertible Preferred Stock, with total gross proceeds of up to $1.0 million expected[142] - The company is exploring strategic opportunities for mergers or acquisitions to enhance stockholder value, engaging an investment banker for this process[144] - The company projects that existing cash will be sufficient to fund operations into the first quarter of 2024, after which additional financing will be needed[145]

Financial Performance - For the three months ended June 30, 2023, net revenue was $330,125, a decrease from $1,019,377 in the same period of 2022[108] - Gross loss for the three months ended June 30, 2023, was $(1,999,530), compared to a gross profit of $183,325 for the same period in 2022[129] - The net loss for the six months ended June 30, 2023, was $(6,433,121), down from $(8,445,133) in the same period of 2022[108] - For the three months ended June 30, 2023, net revenue decreased by 67.6% to $330,125 compared to $1,019,377 in the same period of 2022[130] - Cost of revenues increased by 178.6% to $2,329,655 for the three months ended June 30, 2023, which included an inventory write-down of $1.7 million[130] - Selling, general and administrative expenses decreased by 51% to $2,970,380 for the three months ended June 30, 2023, compared to $6,049,066 in the same period of 2022[131] - Cash used in operating activities decreased to $(4,218,620) for the six months ended June 30, 2023, from $(10,448,273) in the same period of 2022[132] - The company raised $2,615,014 in net cash from financing activities during the six months ended June 30, 2023, compared to a net cash outflow of $(387,069) in the same period of 2022[133] - As of June 30, 2023, the company had an accumulated deficit of approximately $22.3 million and total stockholders' equity of approximately $2.4 million[135] - Current assets amounted to approximately $3.3 million, with current liabilities of $1.5 million, resulting in a working capital surplus of approximately $1.8 million[136] - The company projects that existing cash balance will be sufficient to fund operations into the fourth quarter of 2023, after which additional financing will be needed[144] Sales and Distribution - Direct-to-consumer (DTC) sales accounted for 51.8% of net revenue for the three months ended June 30, 2023, compared to 21.1% in the same period of 2022[122] - The company expanded its wholesale distribution relationships to 50 states, up from 48 states as of December 31, 2022[103] - The company plans to continue broadening its distributor network and increasing each distributor's average order size to accelerate growth[113] - The company expects to obtain sales proceeds totaling approximately $800,000 from the sale of up to 45,000 cases of wine to Grocery Outlet over the next three months[140] Inventory and Product Development - The company recorded a $1.7 million inventory write-down to reflect it at its net realizable value during the three months ended June 30, 2023[123] - Fresh Vine Wine added two new varietals in 2022, bringing the total to seven, which includes Cabernet Sauvignon, Pinot Noir, Chardonnay, Sauvignon Blanc, Rosé, Sparkling Rosé, and a limited Reserve Napa Cabernet Sauvignon[112] Future Outlook - The company anticipates net revenue to peak during the quarter spanning from October through December due to increased consumer demand around major holidays[114] - The company agreed to issue and sell up to 10,000 shares of Series A Convertible Preferred Stock for total gross proceeds of up to $1.0 million[142]

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________________ to _________________________ Commission File Number: 001-41147 Fresh Vine Wine, Inc. (Exact name of registrant as specified in its charter) (State ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 001-41147 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) | Nevada | 87-3905007 | | --- | --- | | (State or other jurisdic ...

PART I. FINANCIAL INFORMATION [Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements) Unaudited consolidated financial statements for Q3 2022 and 2021 reveal increased net loss, higher cash usage in operations, and a going concern uncertainty due to recurring losses and financing needs Balance Sheet Summary (Unaudited) | Account | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $3,415,316 | $16,063,941 | | Inventories | $3,930,646 | $159,060 | | Total Current Assets | $9,165,660 | $18,257,537 | | Total Assets | $10,023,168 | $19,252,694 | | **Liabilities & Equity** | | | | Total Current Liabilities | $1,881,197 | $2,176,704 | | Total Liabilities | $1,881,197 | $2,176,704 | | Total Stockholder's Equity | $8,141,971 | $17,075,990 | Statement of Operations Summary (Unaudited) | Metric | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Total Net Revenue | $2,484,086 | $1,050,765 | | Gross Profit | $434,436 | $343,692 | | Operating Loss | $(11,426,913) | $(8,095,292) | | Net Loss | $(11,405,173) | $(8,094,635) | | Net Loss per Share (Basic & Diluted) | $(0.91) | $(0.97) | Statement of Cash Flows Summary (Unaudited) | Cash Flow Activity | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(12,261,556) | $(2,011,612) | | Net cash (used in) provided by financing activities | $(387,069) | $2,236,527 | | Net (Decrease) Increase in Cash | $(12,648,625) | $224,665 | | Cash - End of Period | $3,415,316 | $229,150 | - Management has expressed **substantial doubt** about the Company's ability to continue as a going concern, with existing cash projected to fund operations only into the **first quarter of 2023**, after which additional financing will be needed to satisfy obligations[35](index=35&type=chunk)[37](index=37&type=chunk) - The company has significant supplier and customer concentration, with substantially all inventory purchases from a **single supplier**, and **two national distributor customers** accounting for approximately **70%** of wholesale revenue for the nine months ended September 30, 2022[86](index=86&type=chunk)[88](index=88&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This MD&A section details the company's business overview, operational results, and liquidity, highlighting significant revenue growth offset by increased costs and a wider net loss, alongside critical liquidity challenges requiring additional financing - The company operates as a premier producer of low-carb, low-calorie premium wines, utilizing an **asset-light model** by sourcing from third-party facilities to mitigate agribusiness risks, with distribution across the U.S. and Puerto Rico via wholesale, retail, and DTC channels[110](index=110&type=chunk)[111](index=111&type=chunk)[114](index=114&type=chunk) Comparison of Operating Results (Nine Months Ended Sep 30) | Metric | 2022 | 2021 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Net revenue | $2,484,086 | $1,050,765 | $1,433,321 | 136% | | Cost of revenues | $2,049,650 | $707,073 | $1,342,577 | 190% | | Gross profit | $434,436 | $343,692 | $90,744 | 26% | - Selling, general and administrative expenses for the nine months ended September 30, 2022, increased by **208%** compared to the same period in 2021, driven by one-time charges from a leadership transition, increased staffing, and higher costs associated with being a public company[140](index=140&type=chunk) - The company faces significant liquidity issues, with an operating loss of **$11.4 million** for the nine months ended Sep 30, 2022, and management projects existing cash of **$3.4 million** is only sufficient to fund operations into **Q1 2023**, raising **substantial doubt** about its ability to continue as a going concern without securing additional financing[146](index=146&type=chunk)[150](index=150&type=chunk)[152](index=152&type=chunk) - In response to liquidity pressures, the company implemented cash preservation initiatives, reducing budgeted cash requirements by over **$6.3 million** for **H2 2022**, including a strategic restructuring in October 2022 that terminated **ten** internal sales employees and engaged third-party vendors for sales and marketing[153](index=153&type=chunk)[108](index=108&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is exempt from providing quantitative and qualitative disclosures about market risk - As a **smaller reporting company**, Fresh Vine Wine, Inc. is not required to provide quantitative and qualitative disclosures about market risk[169](index=169&type=chunk) [Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of September 30, 2022, due to material weaknesses in internal control over financial reporting, with remediation efforts underway - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were **not effective** as of September 30, 2022[171](index=171&type=chunk) - **Material weaknesses** were identified in internal controls related to: (i) recording related-party transactions, (ii) segregation of duties, (iii) review of accounts receivable, and (iv) accounting for warrants[172](index=172&type=chunk) - Remediation efforts include hiring a **full-time Controller** in Q2 2022 and implementing new processes for transaction capture, segregation of duties, and subledger reviews[172](index=172&type=chunk)[178](index=178&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in two separate legal proceedings with former executives, Timothy Michaels and Janelle Anderson, regarding separation agreements and alleged retaliatory termination respectively - The Company is engaged in litigation with **Timothy Michaels**, its **former Chief Operating Officer**, over an alleged breach of his separation agreement[180](index=180&type=chunk)[105](index=105&type=chunk) - The Company is also engaged in litigation with **Janelle Anderson**, its **former Chief Executive Officer**, who alleges her termination was retaliatory under the Minnesota Whistleblower Act[181](index=181&type=chunk)[107](index=107&type=chunk) [Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) This section updates risk factors, specifically highlighting potential negative impacts from ongoing litigation with former executives, including defense costs, reputational damage, and financial losses - An updated risk factor highlights the potential negative impacts of **litigation with former COO Timothy Michaels and former CEO Janelle Anderson**[183](index=183&type=chunk) - Risks from the litigation include **significant defense costs**, **reputational damage** to the company and its brands, **management distraction**, and **potential financial losses** not fully covered by insurance[183](index=183&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - There were **no unregistered sales** of equity securities to report for the period[184](index=184&type=chunk) [Defaults Upon Senior Securities](index=35&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There were **no defaults** upon senior securities[185](index=185&type=chunk) [Mine Safety Disclosures](index=35&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business operations - Mine safety disclosures are **not applicable** to the company's business[186](index=186&type=chunk) [Other Information](index=35&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this item - **No other information** was reported for this item[187](index=187&type=chunk) [Exhibits](index=35&type=section&id=Item%206.%20Exhibits) This section refers to the Exhibit Index, listing documents filed as exhibits with the Quarterly Report on Form 10-Q, including officer certifications and XBRL data - The report includes exhibits such as **CEO/CFO certifications** (pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act) and **Inline XBRL documents**[194](index=194&type=chunk)

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________________ to _________________________ Commission File Number: 001-41147 Fresh Vine Wine, Inc. (Exact name of registrant as specified in its charter) Nevada ...

PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) Q1 2022 financial statements show revenue growth, widened net loss, decreased cash, and critical going concern and concentration risks [Balance Sheets](index=6&type=section&id=Balance%20Sheets) As of March 31, 2022, total assets decreased to **$16.7 million** from **$19.3 million**, driven by a **$4.9 million** cash reduction Balance Sheet Summary (unaudited) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $11,150,158 | $16,063,941 | | Total Current Assets | $15,813,846 | $18,257,537 | | **Total Assets** | **$16,730,633** | **$19,252,694** | | **Liabilities & Equity** | | | | Total Current Liabilities | $2,116,552 | $2,176,704 | | **Total Liabilities** | **$2,116,552** | **$2,176,704** | | Accumulated Deficit | ($4,903,594) | ($617,351) | | **Total Stockholder's Equity** | **$14,614,081** | **$17,075,990** | [Statements of Operations](index=7&type=section&id=Statements%20of%20Operations) For Q1 2022, total revenue surged to **$929,125**, but net loss widened significantly to **$4.3 million** due to increased operating expenses Statements of Operations Summary (unaudited) | Metric | Three months ended March 31, 2022 | Three months ended March 31, 2021 | | :--- | :--- | :--- | | Total Revenue | $929,125 | $119,925 | | Gross Profit | $317,073 | $53,718 | | Selling, general and administrative expenses | $2,705,200 | $649,733 | | Equity-based compensation | $1,902,584 | $727,583 | | **Operating Loss** | **($4,290,711)** | **($1,323,598)** | | **Net Loss** | **($4,286,243)** | **($1,322,941)** | | Net Loss per Share – Basic & Diluted | ($0.35) | ($0.19) | [Statements of Cash Flows](index=9&type=section&id=Statements%20of%20Cash%20Flows) In Q1 2022, net cash used in operating activities increased to **$4.5 million**, leading to a **$4.9 million** net decrease in cash for the quarter Cash Flow Summary (unaudited) | Cash Flow Activity | Three months ended March 31, 2022 | Three months ended March 31, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | ($4,542,945) | ($162,116) | | Net cash provided by (used in) financing activities | ($370,838) | $200,000 | | **Net (Decrease) Increase in Cash** | **($4,913,783)** | **$37,884** | | Cash - End of Period | $11,150,158 | $42,369 | [Notes to Financial Statements](index=10&type=section&id=Notes%20to%20Financial%20Statements) Notes disclose critical 'going concern' uncertainty, significant customer and supplier concentration, and substantial equity-based compensation - The company's ability to continue as a going concern is in question, with existing cash projected to fund operations only into **Q4 2022** without additional financing[35](index=35&type=chunk)[37](index=37&type=chunk) - The company faces significant concentration risk, with **100%** of Q1 2022 inventory purchases from one supplier and **50%** of wholesale revenue from a single customer[105](index=105&type=chunk)[107](index=107&type=chunk) - In Q1 2022, revenue mix shifted, with wholesale accounting for **57.1%** of total revenue, up from **46.2%** in Q1 2021[52](index=52&type=chunk) - The company generated **$150,884** in service revenue from a related party, Appellation Brands, LLC, in Q1 2022, with services expected to be suspended[121](index=121&type=chunk)[50](index=50&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=27&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2022 operational growth, revenue increase, surging expenses, and reiterates the critical 'going concern' risk [Overview and Key Metrics](index=27&type=section&id=Overview%20and%20Key%20Metrics) The company operates an asset-light model for premium wines, showing strong Q1 2022 operational growth with over **6,000** cases sold and doubled PODs - The company operates an asset-light model, utilizing third-party assets for production to mitigate agribusiness risks[132](index=132&type=chunk) Q1 2022 Operational Highlights | Metric | Q1 2022 Performance | | :--- | :--- | | Cases Sold | > 6,000 (approx. 100% increase over Q4 2021) | | Points of Distribution (PODs) | 1,945 (up from 911 at Dec 31, 2021) | [Results of Operations](index=31&type=section&id=Results%20of%20Operations) Q1 2022 net revenue increased by **$809,200** to **$929,125**, while SG&A expenses surged **316%** to **$2.7 million** due to expansion costs Comparison of Results for the Three Months Ended March 31 | Metric | 2022 | 2021 | Change ($) | | :--- | :--- | :--- | :--- | | Net revenue | $929,125 | $119,925 | $809,200 | | Gross profit | $317,073 | $53,718 | $263,355 | | SG&A expenses | $2,705,200 | $649,733 | $2,055,467 | - The increase in SG&A expenses was driven by higher selling, marketing, and general/administrative costs to support operational expansion[167](index=167&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) Despite a **$19.2 million** IPO, the company faces critical liquidity issues, with existing cash projected to fund operations only into **Q4 2022**, raising going concern doubt - The company projects existing cash will only fund operations into **Q4 2022**, necessitating additional financing[177](index=177&type=chunk) - The company's financial condition and need for near-term financing raise substantial doubt about its ability to continue as a going concern[178](index=178&type=chunk) - As of May 13, 2022, cash on hand was **$8,097,467**, a decrease from **$11,150,158** at the end of Q1 2022[176](index=176&type=chunk)[174](index=174&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This disclosure is not required for a smaller reporting company - Disclosure not required[200](index=200&type=chunk) [Item 4. Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of March 31, 2022, due to material weaknesses in internal control over financial reporting - Management concluded that disclosure controls and procedures were not effective as of **March 31, 2022**[202](index=202&type=chunk) - Material weaknesses were identified in controls over related party transactions, segregation of duties, accounts receivable review, and equity-based compensation[203](index=203&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - None[211](index=211&type=chunk) [Item 1A. Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) The company directs readers to its Annual Report for risk factors and adds an updated risk regarding the critical need for near-term financing, raising going concern doubt - An updated risk factor highlights the company's need for near-term debt or equity financing to sustain operations, potentially dilutive to shareholders[213](index=213&type=chunk) - The company explicitly states its financing need 'calls into question our ability to remain a going concern'[213](index=213&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities - None[214](index=214&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K COMMISSION FILE NUMBER: 001-41147 FRESH VINE WINE, INC. (Exact name of registrant as specified in its charter) | Nevada | 87-3905007 | | --- | --- | | (State or other jurisdiction of | (IRS Employer | | incorporation or organization) | Identification No.) | 505 Highway 169 North, Suite 255 Plymouth, MN 55441 (Address and Zip Code of principal executive offices) (Registrant's telephone number, including area code): (855) 766-9463 ...