Financial Performance - For the three months ended March 31, 2024, net revenue was $104,568, a decrease of 74% compared to $408,630 in the same period of 2023[135]. - Gross loss for the same period was $111,248, representing a significant increase of 3,209% from a gross loss of $3,362 in the prior year[154]. - The company incurred net losses of approximately $1.2 million for the three months ended March 31, 2024, compared to $2.0 million in the same period of 2023, with an accumulated deficit of approximately $27.7 million as of March 31, 2024[161]. Revenue Channels - The direct-to-consumer (DTC) channel accounted for 73% of net revenue in Q1 2024, up from 29% in Q1 2023, while the wholesale channel dropped to 27% from 71%[146]. - Fresh Vine Wine expects net revenue to peak during the holiday season, particularly in the DTC channel[139]. Operating Expenses - Selling, general, and administrative expenses decreased by 34% to $1,099,480 from $1,672,766 year-over-year[155]. - Cash used in operating activities was $332,814 for the three months ended March 31, 2024, compared to $2,091,809 in the same period of 2023[156]. - Net cash used in operating activities decreased to ($332,814) for the three months ended March 31, 2024, compared to ($2,091,809) in the same period of 2023, primarily due to one-time expenses related to a settlement of approximately $1.7 million paid in 2023[158]. Strategic Initiatives - The company anticipates revenue growth through expanded relationships with distributors and new product offerings[142]. - Fresh Vine Wine's marketing strategy will need to adapt following the termination of celebrity endorsement agreements on September 7, 2023[137]. - The company is focusing on increasing customer engagement through its DTC channel and performance marketing initiatives[144]. - Fresh Vine announced an exploration of strategic opportunities for merger or acquisition to enhance stockholder value, culminating in a Merger Agreement with Notes Live, Inc. on January 25, 2024[171]. Financial Position - As of March 31, 2024, the company had current assets of approximately $385,000 and current liabilities of $2.9 million, resulting in a working capital deficit of approximately $2.5 million[162]. - The company raised total gross proceeds of $1.0 million from the issuance of 10,000 shares of Series A Convertible Preferred Stock at a price of $100.00 per share in August 2023[165]. - The company has received subscriptions for 6,785 shares of Series B Convertible Preferred Stock, amounting to gross subscription funds of $678,500 as of May 14, 2024[167]. - The company projects that its existing cash balance will be sufficient to fund operations through the second quarter of 2024, but requires additional financing to meet existing obligations and sustain operations[168]. Going Concern - The company faces substantial doubt about its ability to continue as a going concern, with potential implications for asset recoverability and liability classification[169]. - If the Merger does not close, the company may consider suspending operations, liquidating assets, or initiating bankruptcy proceedings, which could significantly affect stockholder investments[173]. - The company has not engaged in any off-balance sheet activities as defined in Regulation S-K[175].

Company Overview - Fresh Vine Wine is a premier producer of low carb, low calorie, premium wines in the United States, offering seven proprietary varietals [31]. - Fresh Vine's wines are priced between $15 and $25 per bottle, targeting the affordable luxury segment [50]. - Fresh Vine Wine, Inc. produces low carb, low calorie premium wines and currently offers seven varietals, all produced and bottled in Napa, California [224]. Merger Details - The anticipated merger with Notes Live, valued at approximately $350.9 million, is set to close in June 2024, subject to various approvals [35][44]. - Pre-merger, Notes Live shareholders are expected to own approximately 95.1% of the combined company, while Fresh Vine shareholders will own about 4.9% [37]. - Fresh Vine's valuation is estimated at $18.0 million, plus any Net Cash Surplus exceeding the Net Cash Target of $3.5 million [35][36]. - The merger will involve a reverse stock split to align Fresh Vine's common stock with NYSE American listing standards [38]. - Fresh Vine plans to discontinue its legacy wine production business as part of the merger agreement [40]. - The merger agreement includes customary representations and warranties, with termination fees of $1.0 million applicable under certain conditions [42]. - The company is pursuing a merger with Notes Live, with the exchange ratio based on relative valuations at the time of the merger agreement [95]. - The merger agreement includes provisions for adjusting the exchange ratio based on gross proceeds from Notes Live's private offering and the net cash surplus of Fresh Vine at the closing date [96]. - If the Merger is not completed, the company may be required to pay a termination fee of $1.0 million and reimburse expenses up to a maximum of $500,000 [99]. - The company may face significant fees and expenses related to the Merger, regardless of whether it is completed [109]. - The Merger Agreement includes covenants that may impede the company's ability to pursue alternative business combinations during the pendency of the Merger [104]. - The success of the combined company will depend on the success of the Notes Live business operations following the merger [115]. - The company must satisfy several conditions to complete the Merger, including obtaining stockholder approvals and regulatory clearances [107]. Financial Performance - The company generated revenues of approximately $1.8 million and $2.9 million during fiscal 2023 and fiscal 2022, respectively [118]. - The company incurred net losses of $10.6 million and $15.2 million during fiscal 2023 and 2022, respectively, with an accumulated deficit of $26.5 million as of December 31, 2023 [118]. - The cash and restricted cash balance at December 31, 2023, was approximately $336,000, raising concerns about the company's ability to continue as a going concern [119]. - As of September 30, 2023, the company reported stockholders' equity of $1.1 million, indicating a decline in financial health [182]. - The company reported stockholders' equity of $2.4 million as of June 30, 2023, and has sustained losses from continuing operations in each of the fiscal years ended December 31, 2020, 2021, and 2022 [181]. Distribution and Marketing Strategy - The company distributes wines across all 50 states and Puerto Rico, with active relationships with wholesale distributors in all states as of December 31, 2023 [52]. - The Direct-to-Consumer (DTC) channel provides significantly higher margins compared to wholesale distribution, prompting the company to invest further in DTC capabilities [53]. - The company is focused on expanding its U.S.-based wholesale and retail distribution network, leveraging product differentiation and the emerging better-for-you category [73]. - The company plans to continue developing new varietals that fit within the better-for-you category, enhancing its product portfolio [73]. - The marketing strategy includes an omnichannel approach, leveraging social media and influencer partnerships to build brand awareness [63]. - The company plans to refocus marketing efforts following the termination of celebrity endorsement agreements on September 7, 2023 [64]. - The company has terminated its sponsorship agreement with the Tampa Bay Rays in 2023 and does not plan to pursue new professional sports sponsorships [68]. - The company's marketing focuses on consumers aged 21 to 34 with moderate to affluent income, promoting a healthy and active lifestyle [228]. Operational Risks and Challenges - The company is subject to extensive regulations regarding the production, distribution, and sale of wine, impacting operational compliance [79]. - The company relies heavily on third-party suppliers for production and distribution, which poses risks if these suppliers fail to meet quality standards [131]. - The wine industry is highly competitive, with significant pressure from established companies and new entrants, potentially affecting market share and margins [136]. - A significant portion of net sales is concentrated among a small number of wholesale customers, which increases the risk of dependency on these accounts [140]. - Changes in consumer demand for wine due to demographic shifts or economic factors could adversely affect the company's financial performance [141]. - A general decline in consumer demand for premium wine brands could adversely affect sales and profitability, influenced by economic conditions and changing consumer preferences [142]. - The company is heavily reliant on distributors for sales; any significant reduction in distributor demand could materially impact sales and profitability [143]. - Disruptions in supply chains, including those caused by the COVID-19 pandemic, could lead to delays in production and affect the ability to meet consumer demand [148]. - Adverse weather conditions and agricultural risks could reduce the quality and quantity of grapes, impacting production and financial results [151]. - The company faces potential increases in costs for raw materials, packaging, and energy, which could negatively affect profitability and operations [158]. Legal and Compliance Issues - A lawsuit resulted in a jury awarding damages of $585,976.25 to a former executive, which is not covered by insurance and may impact financial results [159]. - The company faces risks related to potential litigation over trademark and copyright infringements, which could divert resources and harm brand reputation [164]. - The company is subject to additional laws and regulations as a public company, which may increase legal and financial compliance costs [199]. - The company concluded that its internal control over financial reporting was not effective as of December 31, 2023, due to a material weakness identified [193]. - The company is evaluating its internal control systems to comply with Section 404 of the Sarbanes-Oxley Act, which may further strain its limited resources [188]. Intellectual Property and Brand Protection - The company has established three trademark registrations in the U.S. for its brand, aiming to protect its intellectual property [85]. - The company relies on a combination of trademark, copyright, and trade secret laws to protect its intellectual property, which is crucial for maintaining brand value [165]. - The company has secured three trademark registrations in the United States for FRESH VINE® and related marks, along with numerous registrations in other countries [162]. Future Outlook and Strategic Initiatives - The company is currently seeking to hire additional executive officers and board members to ensure effective leadership and oversight [120]. - The company is exploring innovative packaging options, such as screw-off caps and aluminum cans, to enhance consumer convenience [69]. - The company is classified as an emerging growth company, allowing it to take advantage of reduced disclosure requirements, which may affect investor attractiveness [189]. - The NYSE American has granted the company a plan period until March 8, 2025, to regain compliance with listing standards, failing which delisting proceedings may occur [184]. - If the company's common stock is delisted from NYSE American, it may qualify for over-the-counter market trading, leading to reduced liquidity and increased regulatory scrutiny [185]. - The company may require additional capital to pursue business objectives, which could involve equity or debt financings, potentially leading to significant dilution for existing stockholders [204].

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 ...