株探米国株
英語
エドガーで原本を確認する
false 0001880343 0001880343 2025-06-13 2025-06-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 13, 2025

 

AMAZE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

Nevada   001-41147   87-3905007
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

2901 West Coast Highway, Suite 200

Newport Beach, CA

  92663
(Address of principal executive offices)   (Zip Code)

 

 

(800) 734-1563

Registrant’s telephone number, including area code

 

Fresh Vine Wine, Inc.

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, par value $0.001 per share   AMZE   NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☑

 

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. ☐

 

 

     

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Appointment of Chief Executive Officer

On June 13, 2024, the Board of Directors (the “Board”) of Amaze Holdings, Inc. (the “Company) appointed Aaron Day as Chief Executive Officer and Chairman of the Board of the Company. Mr. Day has served as a member of the Company’s Board since March 7, 2025, the date on which the Company acquired Amaze Software, Inc., and as Chief Executive Officer of Amaze Software, Inc. since 2021. Mr. Day brings over two decades of executive leadership experience to the Company, with a track record of successfully scaling companies across multiple industries, including technology and industrial manufacturing. Prior to joining Amaze Software, Inc., Mr. Day served in the position of Director of Global Partnership and Integrations at Canva, Inc. from 2019 to 2021. Mr. Day also served as the Chief Executive Officer of Blackford Capital, a private equity fund and Trend Offset Printing, Inc., a printing and logistics company. Mr. Day holds a bachelor’s degree in political science from Wake Forest University.

There are no arrangements or understandings between Mr. Day and any other person pursuant to which Mr. Day was appointed as Chief Executive Officer, and there are no family relationships between Mr. Day and any director or other executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Appointment of Chief Financial Officer

On June 13, 2024, the Company’s Board appointed Keith Johnson as Chief Financial Officer of the Company. Keith Johnson is an accomplished senior executive and corporate officer with experience in business and technology management, accounting systems, financial controls, and business development. Most recently, Johnson served as Interim Chief Financial Officer of Fresh Vine Wine, Inc. since May 3, 2023. Prior to that, he held various leadership positions at Watertech Equipment & Sales, Hudson Technologies, Efficiency Technologies, and YRT. Additionally, Johnson serves on the board of directors for Amergent Hospitality Group Inc. and is the chairman of its audit committee and a member of its compensation committee.

There are no arrangements or understandings between Mr. Johnson and any other person pursuant to which Mr. Johnson was appointed as Chief Financial Officer, and there are no family relationships between Mr. Johnson and any director or other executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Item 7.01 Regulation FD Disclosure.

 

On June 17, 2025, the Company issued a press release announcing the new officer appointments. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

 

On June 18, 2025, the Company issued a press release introducing the new directors elected at the Company’s annual meeting of stockholders held on June 12, 2025. This press release also stated that the number of shares of the Company’s common stock outstanding was 5,277,810 as of June 16, 2025, after taking into account the recent conversion of the Company’s Series D convertible preferred stock into common stock and the 1-for-23 reverse stock split effected on June 12, 2025. A copy of the press release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

 

All of the information included in this Item 7.01 and the accompanying exhibit is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

 

Item 8.01 Other Events.

 

On June 13, 2025, the Company’s Board appointed Michael Pruitt as Vice Chairman of the Board.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
99.1 Press release dated June 17, 2025
99.2   Press release dated June 18, 2025
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

  

     

 

SIGNATURE

 

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.

 

Dated: June 18, 2025    
     
  AMAZE HOLDINGS, INC.
     
  By: /s/ Aaron Day
  Name: Aaron Day
  Title: Chief Executive Officer

 

 

 

EX-99.1 2 amze0618form8kexh99_1.htm EXHIBIT 99.1

Exhibit 99.1

 

 

Amaze Announces New Officer Appointments

NEWPORT BEACH, Calif., June 17, 2025 – Amaze Holdings, Inc. (NYSE American: AMZE) (“Amaze” or the “Company”), a global leader in creator-powered commerce, today announced the appointments of the following new Company officers: Aaron Day as Chief Executive Officer, Keith Johnson as Chief Financial Officer, Gwan Yip as Chief Product Officer, and Danielle Pederson as Senior Vice President of Marketing, effective June 13, 2025. The executive team will be responsible for running Amaze’s public company operations and delivering on the company’s corporate strategy.

 

“Amaze has the right leadership team in place to begin its next chapter as a public company,” said Amaze Vice-Chairman Mike Pruitt. “As Amaze expands its presence within the $408 billion e-commerce, we need exceptional leaders like Aaron, Keith, Gwan, and Danielle to grow the brand and accelerate progress. With these appointments, we have a group of leaders offering complementary skills and diverse perspectives to create a dynamic leadership foundation. We look forward to their contributions as we all strive to deliver exceptional value for our creator-powered commerce platform.”

 

Aaron Day, Chief Executive Officer

Aaron Day brings over two decades of executive leadership experience to Amaze, with a track record of successfully scaling companies across multiple industries, including technology and industrial manufacturing. Previously, Day served as CEO of several companies, including Trend, and held key leadership roles with organizations such as Canva, where he contributed to its growth within the digital design space. Day’s visionary leadership will be instrumental in driving Amaze’s strategic evolution into a leading player in the creator content ecosystem, empowering individuals to transform their passions into thriving businesses.

 

Keith Johnson, Chief Financial Officer

Keith Johnson is an accomplished senior executive and corporate officer with experience in business and technology management, accounting systems, financial controls, and business development. Most recently, Johnson served as Chief Financial Officer of Fresh Vine Wine. Prior to that, he held various leadership positions at Watertech Equipment & Sales, Hudson Technologies, Efficiency Technologies, and YRT. Additionally, Johnson serves on the board of directors for Amergent Hospitality Group Inc. and is the chairman of its audit committee and a member of its compensation committee. Johnson’s experience with Fresh Vine Wine will be instrumental at Amaze.

 

Gwan Yip, Chief Product Officer

Gwan Yip brings extensive experience in e-commerce, product development, and technology innovation to Amaze. Beginning his career establishing e-commerce divisions for fashion retailers in the early 2000s, Yip later founded a product-focused development agency before serving as CEO and Co-Founder of Core3D, a web-based 3D design platform that partnered with brands like Theory and Brooks Brothers. At Amaze, Yip oversees both product and engineering teams with a collaborative approach that drives rapid innovation, focusing on evolving Amaze's ecosystem into a platform that empowers creators to sell anything from anywhere.

 

Danielle Pederson, Senior Vice President of Marketing

Danielle Pederson brings over 15 years of marketing leadership to Amaze, with deep expertise in brand development, demand generation, and community engagement. Prior to joining Amaze, she led strategic marketing initiatives across a range of industries, aligning creative vision with data-driven execution. At Amaze, she leads Marketing with a forward-thinking approach—building scalable systems that support creator success and expand the platform’s global footprint.

 

For investor information, visit IR@amaze.co

For press inquiries, please contact PR@amaze.co

 

About Amaze:
Amaze Holdings, Inc. is an end-to-end, creator-powered commerce platform offering tools for seamless product creation, advanced e-commerce solutions, and scalable managed services. By empowering anyone to “sell anything, anywhere,” Amaze enables creators to tell their stories, cultivate deeper audience connections, and generate sustainable income through shoppable, authentic experiences. Discover more at www.amaze.co.

 

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events and developments or to our future operating or financial performance, are subject to risks and uncertainties and are based estimates and assumptions. Forward-looking statements may include, but are not limited to, statements about the reverse stock split, our market opportunity and potential growth of that market, strategies, initiatives, growth, revenues, expenditures, our plans and objectives for future operations, and future financial and business performance. These statements can be identified by words such as such as “may,” “might,” “should,” “would,” “could,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or “continue,” and are based our current expectations and views concerning future events and developments and their potential effects on us.

 

These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statement. These risks include: our ability to execute our plans and strategies; our limited operating history and history of losses; our financial position and need for additional capital; our ability to attract and retain our creator base and expand the range of products available for sale; we may experience difficulties in managing our growth and expenses; we may not keep pace with technological advances; there may be undetected errors or defects in our software or issues related to data computing, processing or storage; our reliance on third parties to provide key services for our business, including cloud hosting, marketing platforms, payment providers and network providers; failure to maintain or enhance our brand; our ability to protect our intellectual property; significant interruptions, delays or outages in services from our platform; significant data breach or disruption of the information technology systems or networks and cyberattacks; risks associated with international operations; general economic and competitive factors affecting our business generally; changes in laws and regulations, including those related to privacy, online liability, consumer protection, and financial services; our dependence on senior management and other key personnel; and our ability to attract, retain and motivate qualified personnel and senior management.

 

Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other future filings and reports that we file with the Securities and Exchange Commission (SEC) from time to time. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of the press release. Unless required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments.

EX-99.2 3 amze0618form8kexh99_2.htm EXHIBIT 99.2

Exhibit 99.2

 

 

Amaze Introduces New Members Elected to Board of Directors and Announces Capitalization Update

 

NEWPORT BEACH, CA – June 18, 2025 – Amaze Holdings Inc. (NYSE American: AMZE) (“Amaze” or the “Company”), a global leader in creator-powered commerce, today announced, that new directors Pete Deutschman, Amrapali (Ami) Gan, and Sandie Hawkins were elected to its Board of Directors at the annual meeting of stockholders, effective June 12, 2025. The new appointees collectively will offer added corporate governance support and a diversified range of strategic insights to Amaze’s executive leadership team.

 

“With the expanded market opportunity and new strategic direction of our combined Company, we’ve accordingly bolstered our board of directors with an impressive group of industry veterans with deep ties to the creator economy,” Amaze Vice-Chairman Michael Pruitt said. “Our new board members offer a wide range of entrepreneurial experience and a deep knowledge across a variety of ecommerce, marketing, and creator-specific industries. On behalf of the rest of our board, I would like to welcome our newest members, and we look forward to benefiting from their contributions as we execute our mission to uplift and transform the creator economy.”

 

Pete Deutschman, Director

Pete Deutschman is Chief Buddy and Founder of The Buddy Group, an end-to-end creative marketing firm that helps brands engage with audiences and drive growth. At The Buddy Group, Deutschman has managed engagements with McDonald’s, American Express, Yamaha, and others. Deutschman is also an advisor to a handful of technology start-ups, including Exfluential, Vessl, SailPlan, and DotLot, and is a board member for Project Hope Alliance.

 

Ami Gan, Director

Ami Gan is the Founder of HOXTON, a strategic advisory firm that blends strategy with creativity. Prior to founding HOXTON, Gan was the CEO of OnlyFans and led the company’s expansion into new creator segments globally. Gan also previously held various positions with global rapid-growth companies within disruptor industries including Cannabis Cafe, Red Bull Media House, and Quest Nutrition.

 

Sandie Hawkins, Director

Sandie Hawkins is the President at Teikametrics, an AI marketplace optimization platform, and has over 20 years of expertise in multi-channel marketing, business development, and digital innovation. Prior to this role, Hawkins served as General Manager of TikTok’s United States e-commerce business, where she launched TikTok shop and spearheaded the platform’s e-commerce strategy. She has also held various leadership roles at Adobe, Varick, and Rocket Fuel, where she developed high-performing teams, launched innovative digital solutions, and cultivated strategic partnerships.

 

Capitalization Update

The Company announced that the number of shares of common stock outstanding is 5,277,810 as of June 16, 2025, after taking into account the recent conversion of the Company’s Series D convertible preferred stock into common stock and the 1-for-23 reverse stock split effected on June 12, 2025.

 

For investor information, please contact IR@amaze.co

For press inquiries, please contact PR@amaze.co

 

About Amaze

Amaze Holdings, Inc. is an end-to-end, creator-powered commerce platform offering tools for seamless product creation, advanced e-commerce solutions, and scalable managed services. By empowering anyone to "sell anything, anywhere," Amaze enables creators to tell their stories, cultivate deeper audience connections, and generate sustainable income through shoppable, authentic experiences. Discover more at www.amaze.co.

 

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events and developments or to our future operating or financial performance, are subject to risks and uncertainties and are based estimates and assumptions. Forward-looking statements may include, but are not limited to, statements about the reverse stock split, our market opportunity and potential growth of that market, strategies, initiatives, growth, revenues, expenditures, our plans and objectives for future operations, and future financial and business performance. These statements can be identified by words such as such as “may,” “might,” “should,” “would,” “could,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential” or “continue,” and are based our current expectations and views concerning future events and developments and their potential effects on us.

 

These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statement. These risks include: our ability to execute our plans and strategies; our limited operating history and history of losses; our financial position and need for additional capital; our ability to attract and retain our creator base and expand the range of products available for sale; we may experience difficulties in managing our growth and expenses; we may not keep pace with technological advances; there may be undetected errors or defects in our software or issues related to data computing, processing or storage; our reliance on third parties to provide key services for our business, including cloud hosting, marketing platforms, payment providers and network providers; failure to maintain or enhance our brand; our ability to protect our intellectual property; significant interruptions, delays or outages in services from our platform; significant data breach or disruption of the information technology systems or networks and cyberattacks; risks associated with international operations; general economic and competitive factors affecting our business generally; changes in laws and regulations, including those related to privacy, online liability, consumer protection, and financial services; our dependence on senior management and other key personnel; and our ability to attract, retain and motivate qualified personnel and senior management.

 

Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other future filings and reports that we file with the Securities and Exchange Commission (SEC) from time to time. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of the press release. Unless required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments.