10-K: Amaze Holdings (Formerly Fresh Vine Wine) Reports FY2024 Results, Navigates Acquisition and Financial Challenges

Amaze Holdings, formerly Fresh Vine Wine, reports a significant decrease in revenue for FY2024, navigates a recent acquisition, and addresses concerns about its ability to continue as a going concern.

Summary

• Amaze Holdings, formerly Fresh Vine Wine, reported its FY2024 results, highlighting a period of transition and financial challenges.
• The company completed the acquisition of Amaze Software, Inc. on March 7, 2025, aiming to diversify its business.
• Net revenue decreased significantly from $1.8 million in 2023 to approximately $300,000 in 2024, primarily due to reduced sales and marketing spending.
• The company experienced a net loss of $2.5 million in 2024, compared to a net loss of $10.6 million in 2023.
• The report includes an explanatory paragraph from the independent auditor indicating substantial doubt about the company's ability to continue as a going concern.
• The company is actively seeking additional financing and exploring strategic opportunities to improve its financial position.
• Management acknowledges material weaknesses in internal control over financial reporting and is implementing remediation activities.
• The company is working to regain compliance with NYSE American listing requirements.

Sentiment

Score: 3

Explanation: The document presents a concerning financial situation with significant revenue decline, net losses, and doubts about the company's ability to continue as a going concern. While the acquisition of Amaze Software offers potential for future growth, the current financial challenges and material weaknesses in internal control raise significant concerns.

Positives

• The acquisition of Amaze Software, Inc. aims to diversify the company's business and provide new growth opportunities.
• The company extinguished liabilities totaling approximately $758,000 during 2024.
• The company is actively working to reduce operating expenses and preserve cash resources.
• The company has resolved the stockholders equity deficiency with respect to Section 1003(a)(i) and (ii) of the NYSE American Company Guide.

Negatives

• Significant decrease in net revenue from $1.8 million in 2023 to approximately $300,000 in 2024.
• Net loss of $2.5 million in 2024.
• Independent auditor expressed substantial doubt about the company's ability to continue as a going concern.
• Material weaknesses in internal control over financial reporting were identified.
• The company is not in compliance with Section 704 of the NYSE American Company Guide, because the Company failed to hold an annual meeting for the fiscal year ended December 31, 2023 by December 31, 2024.

Risks

• The company's ability to continue as a going concern is uncertain and dependent on securing additional financing.
• Failure to regain compliance with NYSE American listing requirements could result in delisting.
• Material weaknesses in internal control over financial reporting could negatively impact investor confidence.
• The integration of Amaze Software may be more difficult, costly, or time-consuming than expected.
• The company faces significant competition in the wine industry.
• The company is subject to extensive regulation in the alcoholic beverage industry.
• The company is subject to legal disputes and claims that arise in the ordinary course of business.

Future Outlook

The company's future is dependent on securing additional financing, successfully integrating Amaze Software, and improving operational efficiency. Management projects that existing cash balance will be sufficient to fund current operations into the second quarter of 2025.

Management Comments

• Management is designing processes to keep authorization, recordkeeping, custody of assets, and reconciliation duties separate.
• Management intends to design and implement additional internal controls to ensure proper support for extinguished liabilities meets the requirements of generally accepted accounting principles.

Industry Context

The wine industry is intensely competitive and highly fragmented. The company competes with many other domestic and foreign wines, as well as other alcoholic and non-alcoholic beverages. Consolidation among wine producers, distributors, wholesalers, suppliers and retailers could create a more challenging competitive landscape.

Comparison to Industry Standards

• The report does not provide specific comparisons to industry standards or comparable companies.
• However, it notes that the wine industry is intensely competitive and that some competitors have greater financial, technical, marketing, and distribution resources.

Legal Proceedings

• The Company was a defendant in a lawsuit styled Timothy Michaels v. Fresh Vine Wine, Inc. filed May 27, 2022 in the Fourth Judicial District Court, Hennepin County, Minnesota.
• 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.
• The court of appeals affirmed the judgment in February 2025, awarding an additional $21,644 in damages.
• On March 12, 2025 the Company petitioned the supreme court for review and is awaiting the supreme courts decision on its petition.

Stakeholder Impact

• Shareholders face potential dilution from future equity issuances.
• Employees may be affected by cost-cutting measures and potential restructuring.
• Customers may experience changes in product offerings and service levels.
• Suppliers and distributors may be impacted by the company's financial challenges.

Next Steps

• Secure additional financing to sustain operations.
• Successfully integrate Amaze Software.
• Improve operational efficiency.
• Regain compliance with NYSE American listing requirements.
• Address material weaknesses in internal control over financial reporting.

Key Dates

Keywords

Amaze Holdings, Fresh Vine Wine, Amaze Software, Financial Results, Acquisition, Going Concern, Internal Control, NYSE American, Wine Industry, Net Revenue, Net Loss