cask-20250926
FALSE0001788230--12-3100017882302025-09-262025-09-26

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) September 26, 2025
HERITAGE DISTILLING HOLDING COMPANY INC.
(Exact name of registrant as specified in charter)
Delaware001-4241183-4558219
(State or other Jurisdiction of
Incorporation or Organization)		(Commission File Number)(IRS Employer
Identification No.)
9668 Bujacich Road
Gig Harbor, Washington
98332
(Address of Principal Executive Offices)(zip code)
(253) 509-0008
(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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
☐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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareIPSTThe 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


Item 5.03    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 26, 2025, as described below, upon the recommendation of the Board of the Company, the Company’s stockholders approved an amendment (the “Second Amendment”) to the Second Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of capital stock by 500,000,000 shares for a total of 995,000,000 shares of which 985,000,000 will be shares of common stock and 10,000,000 will be shares of preferred stock, as further described in “Proposal Three - Approval of an Amendment to the Certificate of Incorporation to Increase the Company’s Authorized Shares” on pages 16 to 18 of the Special Meeting Proxy Statement and previously approved by the Board of the Company on August 18, 2025, subject to stockholder approval. At a special meeting of the stockholders held on September 18, 2025, the proposal received the affirmative vote of 8,935,874 shares, representing approximately 88% of the votes cast and approximately 58% of the Company’s outstanding common stock as of the record date.
As a result, the Company filed the Second Amendment with the Secretary of State of the State of Delaware on September 26, 2025, which became effective upon filing.
The foregoing description of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
3.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
Date: September 29, 2025HERITAGE DISTILLING HOLDING COMPANY INC.
By:/s/ Justin Stiefel
Justin Stiefel
Chief Executive Officer
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Exhibit 3.1

SECOND AMENDMENT
TO
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
HERITAGE DISTILLING HOLDING COMPANY, INC.

(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)

September 26, 2025

Heritage Distilling Holding Company, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:

1.    The Second Amended and Restated Certificate of Incorporation of the Corporation shall be, and hereby is, amended by deleting Article IV in its entirety and replacing it with the following:

The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of capital stock that the Corporation shall have authority to issue is nine hundred ninety-five million (995,000,000) shares. The total number of shares of Common Stock that the Corporation is authorized to issue is nine hundred eighty-five million (985,000,000) shares, having a par value of $0.0001 per share, and the total number of shares of Preferred Stock that the Corporation is authorized to issue is ten million (10,000,000) shares, having a par value of $0.0001 per share.

2.    This foregoing amendment was duly and validly adopted in accordance with Section 242 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused this Second Amendment to Second Amended and Restated Certificate of Incorporation to be duly executed by an authorized officer this 26th day of September, 2025.

HERITAGE DISTILLING HOLDING
COMPANY, INC.



By: /s/ Justin Stiefel        
Name: Justin Stiefel
Title: Chief Executive Officer