NT 10-Q 1 ea178602-nt10q_freshvine.htm NOTIFICATION OF LATE FILING

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 12b-25

 

Commission File Number 001-41147

 

NOTIFICATION OF LATE FILING

 

(Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN
  ☐ Form N-CSR          

 

  For Period Ended: March 31, 2023
   
  ☐   Transition Report on Form 10-K
  ☐   Transition Report on Form 20-F
  ☐   Transition Report on Form 11-K
  ☐   Transition Report on Form 10-Q
   
  For the Transition Period Ended: _________________

 

Read instruction (on back page) before preparing form. Please print or type. 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:
 

 

PART I

REGISTRANT INFORMATION

 

Fresh Vine Wine, Inc.
Full name of registrant
 
 
Former name if applicable
 
11500 Wayzata Blvd. #1147
Address of principal executive office (Street and number)
 
Minnetonka, MN 55305
City, state and zip code

 

 

 

 

PART II

RULE 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

 

  (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
     
☒ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
     
  (c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III

NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report or portion thereof, could not be filed within the prescribed time period.

 

The Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2023 cannot be filed within the prescribed time period because the Registrant requires additional time to complete compilation and review to ensure adequate disclosure and verification of certain information required to be included in the Form 10-Q. The Registrant requires additional time primarily as a result of recent transition in the Company’s management, including its principal executive officer, principal financial officer and financial and accounting personnel. The Company’s Quarterly Report on Form 10-Q will be filed on or before the fifth calendar day following the prescribed due date.

 

PART IV

OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

Keith Johnson   855   766-9463
(Name)   (Area Code)   (Telephone number)

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). 

☒  Yes  ☐ No

 

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof. 

☒ Yes   ☐ No

   
  If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
   
  Explanation of anticipated change: The Registrant expects to report total revenue of $0.4 million during the three months ended March 31, 2023, compared to $0.9 million during the comparable period in 2022. Cost of revenues is expected to decrease to $0.4 million for three months ended March 31, 2023, compared to $0.6 million for the comparable period in 2022. Loss from operations and net loss are each expected to decrease to $2.0 million in the three months ended March 31, 2023, compared to $4.3 million for the comparable period in 2022.  

  

Note: This Form 12b-25 contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Such forward-looking statements include, but are not limited to, statements relating to the timing of the filing of the Form 10-K and changes to the Company’s results of operations for the year ended December 31, 2022 as compared to prior year period. There can be no assurance that these forward-looking statements will be achieved, and actual results could differ materially from those suggested by the forward-looking statements. Therefore, the forward-looking statements in this Form 12b-25 should be considered in light of the risks and uncertainties that attend such statements. The Company makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances after the date any such statement is made, except as required by law.

 

2

 

 

Fresh Vine Wine, Inc.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: May 16, 2023 By: /s/ Keith Johnson
  Name:  Keith Johnson
  Title: Interim Chief Financial Officer

 

 

3