FALSE000178823000017882302025-06-102025-06-10
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 10, 2025
HERITAGE DISTILLING HOLDING COMPANY INC.
(Exact name of registrant as specified in charter)
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| Delaware | | 001-42411 | | 83-4558219 |
(State or other Jurisdiction of
Incorporation or Organization) | | (Commission File Number) | | (IRS Employer
Identification No.) |
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9668 Bujacich Road Gig Harbor, Washington | | 98332 |
| (Address of Principal Executive Offices) | | (zip code) |
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | | CASK | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
8.01 Other Events
On June 10, 2025, Heritage Distilling Holding Company, Inc., a Delaware corporation (the “Company”), made a presentation at an investor conference in which the topic of the Company’s cryptocurrency policy came up for discussion. Justin Stiefel, the Company’s Chief Executive Officer, discussed the Company’s recently-announced activities related to cryptocurrencies, noting:
•the creation of the Technology and Cryptocurrency Committee of the Company’s Board of Directors on January 7, 2025;
•the January 10, 2025, announcement of the Company’s Cryptocurrency Treasury Reserve Policy;
•the May 15, 2025, announcement of the adoption of the Company’s Cryptocurrency Treasury Reserve Policy;
•the June 3, 2025, announcement of the pre-release of the Company’s new Bitcoin Bourbon’ and
•the June 9, 2025, announcement of the Company’s new license agreement with the House of Doge and pre-release sign-up opportunity for the new House of Doge Bourbon and Dogecoin Giveaway.
The Company’s House of Doge Bourbon™ was released under a license from House of Doge and is part of the Company’s broader strategy to integrate cryptocurrency into its operations while connecting with consumers seeking companies moving into crypto commerce.
Mr. Stiefel also disclosed that the Company is actively reviewing opportunities for financing tied to its Cryptocurrency Treasury Reserve Policy, including the possible use of proceeds from such financing for operations, debt reduction or elimination and the acquisition of cryptocurrencies to be held by the Company.
There can be no assurance that a transaction related to such financing will materialize, be finalized or become effective, and no reliance should be made upon such commentary made at the conference.
A copy of the press release announcing this event is furnished as Exhibit 99.1 to this Form 8-K.
The information under this Item 8.01, including Exhibit 99.1, is deemed “furnished” and not “filed” under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
The information in this Current Report on Form 8-K, including Exhibit 99.1, may contain “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. Certain statements furnished pursuant to this Item 8.01 and the accompanying Exhibit 99.1 are not historical facts are forward-looking statements that reflect management’s current expectations, assumptions, and estimates of future performance and economic conditions, and involve risks and uncertainties that could cause actual results to differ materially from those anticipated by the statements made herein. Forward-looking statements are generally identifiable by the use of forward-looking terminology such as “believe,” “expect,” “may,” "looks to," “will,” “should,” “could,” “continue,” “anticipate” “optimistic,” “forecast” “intend,” “estimate,” “preliminary,” “project,” “seek,” “plan,” “looks to,” “on condition,” “target,” “potential,” “guidance,” “outlook” or “trend,” or other comparable terminology, or by a general discussion of strategy or goals or other future events, circumstances, or effects. Such statements include, but are not limited to, statements about the Company’s plans, objectives, expectations, intentions, estimates and strategies for the future, and other statements that are not historical facts. These forward-looking statements are based on the Company’s current objectives, beliefs and expectations, and they are subject to significant risks and uncertainties that may cause actual results and financial position and timing of certain events to differ materially from the information in the forward-looking statements. These risks and uncertainties include, but are not limited to, the commercial success of the Company’s recently-released House of Doge Bourbon™ brand, the ability or inability of the Company to complete any financing related to cryptocurrencies, the impact of any new or anticipated financings related to cryptocurrencies or business developments that would be expected to result therefrom, and other risks
and uncertainties listed from time to time in the Company’s other filings, including its Registration Statement on Form S-1 (particularly under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), and its quarterly 10-Q and annual 10-K filings, which are on file with the SEC. There may be other factors of which the Company is not currently aware that may affect matters discussed in the forward-looking statements and may also cause actual results to differ materially from those discussed. The Company does not assume any obligation to publicly update or supplement any forward-looking statement to reflect actual results, changes in assumptions or changes in other factors affecting these forward-looking statements other than as required by law. Any forward-looking statements speak only as of the date hereof or as of the dates indicated in the statement. Further information relating to factors that may impact our results and forward-looking statements are disclosed in our filings with the SEC. The forward-looking statements contained in this report are made as of the date of this report, and we disclaim any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. | | Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: June 12, 2025 | HERITAGE DISTILLING HOLDING COMPANY INC. |
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| By: | /s/ Justin Stiefel |
| | Justin Stiefel |
| | Chief Executive Officer |