PSQ Holdings, Inc 8-K, filed Nov 5, 2026
PSQ Holdings, Inc. (PSQH)
About this 8-K
PSQ Holdings, Inc filed this 8-K on November 5, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.01: Completed an acquisition or sale of assets
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction
of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
(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 of 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 | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01. Entry into a Material Definitive Agreement.
On November 5, 2026 (the “Closing Date”), PSQ Holdings, Inc. (the “Company”), through its wholly owned subsidiaries EveryLife, Inc. and EveryLife Women, LLC (“EveryLife”), completed the sale (the “Transaction”) of certain of the Company’s assets that comprise EveryLife, a direct-to-consumer diaper and baby products brand, to FreeHold Brands, LLC, a Wyoming limited liability company (“Buyer”), pursuant to an Asset Purchase Agreement, dated July 28, 2025 (as amended, the “Purchase Agreement”), by and between EveryLife and Buyer. These assets include, but are not limited to, EveryLife’s inventory, tangible personal property, e-commerce storefronts and digital accounts, customer and subscriber data, business records, related intellectual property, and certain contracts assigned to the Buyer.
On the Closing Date, EveryLife and Buyer entered into a second amendment to the Purchase Agreement (the “Second Amendment”) providing for an adjustment to the purchase price, pursuant to which the Company received $1.0 million in cash and a $4.5 million seller note issued by the Buyer (the “Seller Note”). The Seller Note is secured by EveryLife’s assets, begins to accrue interest at the prime rate on February 1, 2027, and provides for a minimum monthly principal payment of $83,333, with any remaining principal due in full 12 months from the Closing Date (the “Maturity Date”), unless Buyer exercises one or both of its two successive options to extend the Maturity Date by 12 months per extension if, despite commercially reasonable efforts, Buyer is unable to obtain bank financing sufficient to repay the Seller Note.
The foregoing descriptions of the Purchase Agreement, the Second Amendment, and the Seller Note (together, the “Transaction Documents”) are a summary, do not purport to be complete, and are qualified by reference to the full text of the Transaction Documents. Copies of the Purchase Agreement, the Second Amendment, and the Seller Note are filed as Exhibits 10.1, 10.3 and 10.4, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
The Transaction Documents are described herein to provide investors with information regarding the terms of the Transaction. The representations, warranties and covenants contained in any Transaction Document were made solely for the purposes of such Transaction Document; were made only as of specified dates and do not reflect subsequent information; were made solely for the benefit of the parties thereto; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures that modify, qualify and create exceptions to such representations, warranties and covenants; were made for the purposes of allocating risk between the parties thereto instead of establishing matters of fact; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Transaction Documents and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties, their affiliates or their respective businesses. Moreover, information concerning the subject matter of representations and warranties is subject to change after the date hereof, which subsequent information may or may not be reflected in the Company’s public disclosures.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 7.01. Regulation FD Disclosure.
On November 5, 2026, the Company issued a press release announcing the closing of the Transaction. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
* Pursuant to Item 601(a)(5) of Regulation S-K, the exhibits and schedules to Exhibit 10.1 and 10.3 have been omitted and will be furnished supplementally to the Securities and Exchange Commission upon request.
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.
| PSQ Holdings, Inc. | ||
| Date: November 5, 2026 | By: | /s/ James Giudice |
| Name: | James Giudice | |
| Title: | Chief Legal Officer | |
Exhibit 10.2
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (the “First Amendment”) is made as of September 15, 2026, (“Effective Date”), by and among EveryLife Inc., a Delaware corporation and EveryLife Women, LLC, a Florida limited liability company (together, jointly and severally, “Seller”) and FreeHold Brands, LLC, a Wyoming limited liability company (“Buyer”).
WITNESSETH THAT:
WHEREAS, Seller and Buyer executed and entered into that certain Asset Purchase Agreement, dated July 28, 2026 (the “Agreement”), for the sale and purchase of substantially all assets in Seller’s business; and
WHEREAS, Seller and Buyer desire to amend the Agreement to extend the Outside Date, as defined in the Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:
| 1. | Extension of Outside Date. The “Outside Date” as defined in the Agreement is hereby extended from September 26, 2026 to October 26, 2026. |
| 2. | Capitalized Terms. Except to the extent defined to the contrary herein, all capitalized terms used in this First Amendment shall have the meanings ascribed to them in the Agreement. |
| 3. | Full Force and Effect. Other than to the extent expressly modified and amended by this First Amendment, Seller and Buyer ratify the Agreement and acknowledge that it shall remain in full force and effect in accordance with its terms. The provisions of this First Amendment, to the extent inconsistent with any other provision of the Agreement, shall prevail. |
| 4. | Counterparts. Any number of counterparts of this First Amendment may be signed and delivered, each of which shall be considered as original and all of which, together, shall constitute one in the same instrument. For purposes of this First Amendment, a signature delivered by electronic means shall be as binding upon the delivering party as an original signature. |
| 5. | Governing Law. This First Amendment shall be construed in accordance with the laws of the State of Delaware without giving effect to any conflicts of law rules thereof that would direct the application of the law of any other jurisdiction. |
[Signatures on the following page.]
1
IN WITNESS WHEREOF, Seller and Buyer have caused their duly authorized representatives to execute, seal and deliver this First Amendment, all as of the first date written above.
| BUYER: | ||
| FREEHOLD BRANDS, LLC | ||
| By: | /s/ Evans Richards | |
| Name: Evans Richards | ||
| Title: Manager | ||
| SELLER: | ||
| EVERYLIFE INC. | ||
| By: | /s/ Sarah Gabel Seifert | |
| Name: Sarah Gabel Seifert | ||
| Title: President and Chief Executive Officer | ||
| EVERYLIFE WOMEN, LLC | ||
| By: PSQ Holdings, Inc. | ||
| Its: Sole Member | ||
| By: | /s/ Dusty Wunderlich | |
| Name: Dusty Wunderlich | ||
| Title: Chief Executive Officer | ||
2
Exhibit 10.3
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (the “Second Amendment”) is made as of November 5, 2026 (the “Second Amendment Effective Date”), by and among EveryLife Inc., a Delaware corporation, and EveryLife Women, LLC, a Florida limited liability company (together, jointly and severally, “Seller”), and FreeHold Brands, LLC, a Wyoming limited liability company (“Buyer”).
WITNESSETH THAT:
WHEREAS, Seller and Buyer executed and entered into that certain Asset Purchase Agreement, dated July 28, 2026 (the “Original Agreement”), for the sale and purchase of substantially all assets in Seller’s business;
WHEREAS, Seller and Buyer executed and entered into that certain First Amendment to Asset Purchase Agreement, dated as of September 15, 2026 (the “First Amendment” and, together with the Original Agreement, the “Agreement”), pursuant to which the Outside Date, as defined in the Agreement, was extended from September 26, 2026 to October 26, 2026; and
WHEREAS, Seller and Buyer desire to further amend the Agreement, as set forth in this Second Amendment, to (1) further extend the Outside Date, (2) revise the manner in which the Purchase Price is paid, such that a portion of the Purchase Price is paid in cash at the Closing and the remaining balance is paid pursuant to a seller-financed promissory note, and (3) provide for a mutual release of certain claims under the Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:
| 1. | Extension of Outside Date. The “Outside Date” as defined in Section 8.1(c) of the Agreement, as previously extended by the First Amendment, is hereby further extended from October 26, 2026 to November 5, 2026. |
| 2. | Payment of Purchase Price. Section 2.4 of the Agreement is hereby amended by adding the following new Section 2.4(c): |
“Payment of Purchase Price. The Adjusted Purchase Price shall be paid by Buyer to Seller as follows: (i) at the Closing, One Million Dollars ($1,000,000) in cash by wire transfer of immediately available funds in accordance with Section 2.5 (the “Closing Cash Payment”); and (ii) the remaining balance of the Purchase Price, being Four Million Five Hundred Thousand Dollars ($4,500,000), as reduced by any reduction to the Purchase Price pursuant to Section 2.4(b) (the “Seller Note Amount”), by delivery at the Closing of a promissory note made by Buyer payable to Seller in an original principal amount equal to the Seller Note Amount (the “Seller Note”).” The form of Seller Note is attached hereto as Exhibit E.
1
| 3. | Conforming Amendments. |
| (a) | The last sentence of Section 2.4(b) of the Agreement is hereby amended and restated in its entirety to read as follows: “Any reduction to the Purchase Price pursuant to this Section 2.4(b) shall be reflected as a reduction to the original principal amount of the Seller Note and not as a reduction to the Closing Cash Payment.” |
| (b) | Section 2.5 of the Agreement is hereby amended by deleting the words “the Adjusted Purchase Price” at the end of clause (b) thereof and replacing them with “the Closing Cash Payment”. |
| (c) | Section 2.7(a) of the Agreement is hereby amended and restated in its entirety to read as follows: “(a) The Closing Cash Payment by wire transfer to an account specified by Seller in writing delivered to Buyer at least three (3) business days prior to the Closing Date;”. |
| (d) | Section 2.7 of the Agreement is hereby further amended by adding the following new Section 2.7(f): “(f) The Seller Note, duly executed by Buyer.” |
| (e) | For purposes of Section 7.6(d)(iv) of the Agreement, the Purchase Price “actually paid or delivered to Seller” shall include the Closing Cash Payment and the original principal amount of the Seller Note, it being agreed that delivery of the Seller Note at the Closing constitutes delivery of such portion of the Purchase Price. |
| (f) | The form of Seller Note attached to this Second Amendment as Exhibit E is hereby added to the Agreement as Exhibit E thereto. |
| (g) | Section 4.1(c) of the Agreement is hereby amended by inserting, immediately before the period at the end of the first sentence thereof, the words “, other than any permit, consent, waiver, approval or authorization that has been obtained on or prior to the Closing Date”. The foregoing amendment shall be effective as of the date of the Original Agreement. |
| 4. | Deletion of Financing Condition; Buyer Funds. |
| (a) | Section 6.1(e) of the Agreement is hereby deleted in its entirety and replaced with “(e) [Reserved].” |
| (b) | Section 4.5 of the Agreement is hereby amended and restated in its entirety to read as follows: |
“Sufficiency of Funds; Solvency.
(a) Buyer has, and at the Closing will have, sufficient cash on hand or other sources of immediately available funds to (i) pay the Closing Cash Payment, (ii) pay all fees and expenses to be paid by Buyer in connection with the transactions contemplated by this Agreement, and (iii) satisfy all other payment obligations of Buyer at the Closing.
2
(b) Immediately after giving effect to the Closing, including the issuance of the Seller Note, Buyer will be solvent and able to pay its debts as they become due.
(c) Buyer’s obligation to consummate the Closing is not subject to any condition regarding Buyer’s or any other Person’s ability to obtain financing; provided, however, that nothing in this Agreement shall limit any right of Buyer under the Seller Note, including any right to extend the maturity of the Seller Note.
(d) Notwithstanding anything to the contrary in this Agreement, the representations and warranties in this Section 4.5 are made solely as of the effective date of the Second Amendment to this Agreement and as of the Closing Date.”
| (c) | Section 6.2(a) of the Agreement is hereby amended by replacing the reference to “Sections 4.1, 4.2, 4.3, and 4.4” with “Sections 4.1, 4.2, 4.3, 4.4, and 4.5”. For the avoidance of doubt, the foregoing amendment applies solely for purposes of Section 6.2(a) and shall not modify the references to Sections 4.1, 4.2, 4.3, and 4.4 in Section 7.6(d)(ii) or Section 7.6(e) of the Agreement. |
| (d) | Buyer Right of Setoff. ARTICLE 7 of the Agreement is hereby amended by adding the following new Section 7.10: |
“Right of Setoff. Notwithstanding anything to the contrary in this Agreement, the Seller Note or any Related Agreement, Buyer may set off against any amount payable under the Seller Note (a) any amount owed to any Buyer Indemnified Person under this ARTICLE 7 or otherwise under this Agreement that has been agreed by Seller, has not been disputed by Seller in accordance with Section 7.3, or has been finally determined by a final, non-appealable Order, (b) subject to the requirements and limitations of Section 4 of the Seller Note, the amount of any claim set forth in a Notice of Claim delivered in good faith, pending final resolution of such claim, and (c) any amount that Buyer is entitled to set off under Section 5(f) of the Transition Services Agreement; provided that Buyer shall pay to the holder of the Seller Note any amount withheld under clause (b) that is finally determined not to be owed, together with interest at the rate then applicable under the Seller Note, within ten (10) Business Days after such final determination. Any amount set off under clause (a) or clause (c) shall be treated as a payment under the Seller Note to the extent of the amount set off, any amount withheld under clause (b) shall be treated as a payment under the Seller Note only when finally determined to be owed (and then as of the date withheld), and no setoff or withholding made in accordance with this Section 7.10 and Section 4 of the Seller Note shall constitute a default or event of default under the Seller Note. The rights of Buyer under this Section 7.10 shall be binding upon any holder, successor or assignee of the Seller Note.”
3
| 5. | Mutual Release. Effective as of the Second Amendment Effective Date, each of Seller and Buyer, for itself and its Affiliates, successors and assigns, hereby irrevocably releases and forever discharges the other Party and its Affiliates, and their respective directors, officers, managers, members, employees, agents and representatives, from any and all claims, demands, actions, causes of action, Liabilities and Losses, whether known or unknown, arising out of or relating to the Agreement or the negotiation, performance or non-performance thereof, in each case to the extent arising from facts, events or circumstances occurring on or prior to the Second Amendment Effective Date, including any claim arising from or relating to (a) Buyer’s efforts to obtain, or failure to obtain, debt financing, including under Section 4.5 or Section 6.1(e) of the Agreement as in effect prior to the Second Amendment Effective Date, or (b) the failure of the Closing to occur on or prior to any prior Outside Date; provided, however, that nothing in this Section shall release (i) any obligation of either Party under the Agreement as amended by this Second Amendment, the Seller Note or any other Related Agreement to be performed after the Second Amendment Effective Date, (ii) any representation or warranty set forth in the Agreement (as amended hereby) or any right to indemnification under ARTICLE 7 of the Agreement in respect thereof, other than with respect to the matters described in clauses (a) and (b) above, or (iii) any claim arising from Fraud. Section 9.16(c) of the Agreement shall apply to this release mutatis mutandis. This Section shall survive any termination of the Agreement. |
| 6. | Guarantor Reaffirmation. Concurrently with the execution of this Second Amendment, Seller shall cause Guarantor to execute and deliver to Buyer a reaffirmation of the Guaranty in the form attached hereto as Exhibit F (the “Guarantor Reaffirmation”). This Second Amendment shall not be effective until the Guarantor Reaffirmation has been executed and delivered to Buyer. | |
| 7. | Capitalized Terms. Except to the extent defined to the contrary herein, all capitalized terms used in this Second Amendment shall have the meanings ascribed to them in the Agreement. |
| 8. | Full Force and Effect. Other than to the extent expressly modified and amended by this Second Amendment, Seller and Buyer ratify the Agreement and acknowledge that it shall remain in full force and effect in accordance with its terms. The provisions of this Second Amendment, to the extent inconsistent with any other provision of the Agreement, shall prevail. |
| 9. | Counterparts. Any number of counterparts of this Second Amendment may be signed and delivered, each of which shall be considered an original and all of which, together, shall constitute one and the same instrument. For purposes of this Second Amendment, a signature delivered by electronic means shall be as binding upon the delivering party as an original signature. |
| 10. | Governing Law. This Second Amendment shall be construed in accordance with the laws of the State of Delaware without giving effect to any conflicts of law rules thereof that would direct the application of the law of any other jurisdiction. |
[Signatures on the following page.]
4
IN WITNESS WHEREOF, Seller and Buyer have caused their duly authorized representatives to execute, seal and deliver this Second Amendment, all as of the first date written above.
| BUYER: | ||
| FREEHOLD BRANDS, LLC | ||
| By: | /s/ Evans Richard | |
| Name: Evans Richards | ||
| Title: Manager | ||
| SELLER: | ||
| EVERYLIFE INC. | ||
| By: | /s/ Sarah Gabel Seifert | |
| Name: Sarah Gabel Seifert | ||
| Title: President and Chief Executive Officer | ||
| EVERYLIFE WOMEN, LLC | ||
| By: PSQ Holdings, Inc. | ||
| Its: Sole Member | ||
| By: | /s/ Dusty Wunderlich | |
| Name: Dusty Wunderlich | ||
| Title: Chief Executive Officer | ||
[Signature Page to Second Amendment to APA]
5
Exhibit 10.4
NON-NEGOTIABLE SECURED PROMISSORY NOTE
| Principal Amount: | Henrico, Virginia | |
| $4,500,000.00 | November 5, 2026 |
FOR VALUE RECEIVED, the undersigned, FreeHold Brands, LLC, a Wyoming limited liability company (the “Maker”), having an address of 4100 E. Parham Rd, Ste D, Henrico, Virginia 23228, hereby promises to pay to Noteholder the principal amount of Four Million Five Hundred Thousand and 00/100 Dollars ($4,500,000.00) (the “Principal”), together with interest and other amounts payable in accordance with this Note. The Noteholder is EveryLife Inc., a Delaware corporation, and EveryLife Women, LLC, a Florida limited liability company (together, jointly and severally, “Noteholder”), c/o PSQ Holdings, Inc., 515 W Aspen Street, Suite 200C, Bozeman, Montana 59715. All payments under this Note shall be made by wire transfer to the account designated in writing by Noteholder on or before the date of this Note (the “Payment Account”), and any payment made to the Payment Account shall fully discharge Maker’s obligation with respect to such payment as to each Person comprising Noteholder. The Payment Account may be changed only by written notice signed by each Person comprising Noteholder (or following a Permitted Transfer, by the Permitted Transferee, alone) or as otherwise provided in Section 10 and delivered at least ten (10) Business Days before the applicable payment date. This Note is the Seller Note delivered under that certain Asset Purchase Agreement dated July 28, 2026, as amended by the First Amendment dated September 15, 2026, and the Second Amendment dated November 5, 2026 (as amended, the “Purchase Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.
| 1. | Principal and Interest Payments and Late Fees. The outstanding and unpaid Principal balance of this Note, and any accrued and unpaid interest thereon (the “Interest”), shall be paid as follows: |
| (a) | No Interest shall accrue during the first three (3) months after the date of this Note (the “Interest-Free Period”). For the avoidance of doubt, if the Note is executed on any date in November 2026, the Interest-Free Period shall end on February 1, 2027, and interest shall begin to accrue as of that date as described herein. Beginning on the first day of the calendar month after the Interest-Free Period, the outstanding Principal shall bear simple interest at the Prime Rate, without any margin or spread. “Prime Rate” means the prime rate published in the “Money Rates” section of The Wall Street Journal, determined on the first day of the calendar month following the Interest-Free Period and adjusted on the first day of each calendar quarter thereafter. Interest shall be calculated on the basis of a 365-day year for the actual number of days elapsed. |
| (b) | Maker shall make monthly installments of principal in the amount of $83,333.33 on the first day of each month, beginning December 1, 2026 and continuing through the Maturity Date, subject to the final payment of all remaining Principal and accrued Interest on the Maturity Date. Accrued Interest shall be payable monthly in arrears with each principal installment falling due after the Interest-Free Period. |
1
| (c) | The “Maturity Date” shall be the first anniversary of the date of this Note. On the Maturity Date, all remaining Principal, together with all accrued and unpaid Interest and other amounts then due under this Note, shall be immediately due and payable in full. |
| (d) | Provided that no Event of Default under this Note shall have occurred, Maker shall have two (2) successive options to extend the Maturity Date for an additional twelve (12) months each. Maker may exercise each option by written notice delivered to Noteholder at least fifteen (15) days before the then-current Maturity Date certifying that Maker, despite commercially reasonable efforts (which such notice shall describe with reasonable particularity), has not obtained bank financing sufficient to repay this Note, which certification shall be conclusive and binding on Noteholder. Upon each such exercise, the Maturity Date shall be extended accordingly, and all references in this Note to the Maturity Date shall mean the Maturity Date as so extended. During each extension period, the monthly principal installments of $83,333.33 and accrued Interest shall continue to be payable as provided herein, and all remaining Principal and accrued Interest shall be due on the Maturity Date as so extended. |
| (e) | Whenever any payment hereunder is due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day. For purposes of this Note, “Business Day” means any day other than Saturday, Sunday, or a legal holiday or other day on which banks in Richmond, Virginia are authorized or required by law to close. No late fee or other late charge shall apply. |
| (f) | Payments shall be applied first to accrued and unpaid Interest and then to Principal, and no fees, costs, or expenses shall be applied before Interest. |
| 2. | Prepayment. Maker may prepay this Note in whole or in part at any time and from time to time without premium or penalty. Any partial prepayment shall be applied first to accrued and unpaid Interest and then to Principal, and the Principal portion shall be applied, at Maker’s election specified in writing at the time of such prepayment, to the next scheduled monthly principal installments in direct order of maturity or to the remaining installments in inverse order of maturity. If Maker makes no election, the prepayment shall be applied to the next scheduled monthly principal installments in direct order of maturity. |
2
| 3. | Security. This Note is secured by that certain Security Agreement of even date herewith by and between Maker and Noteholder (the “Security Agreement”). The Security Agreement covers only the Purchased Assets (as defined in the Purchase Agreement) and the proceeds thereof (collectively, the “Collateral”), and not all of Maker’s business assets. Maker authorizes filings and other actions only to create, perfect, protect, or enforce Noteholder’s security interest in the Collateral. Noteholder’s lien and payment rights are subordinate to the rights and liens of each Senior Lender. “Senior Lender” means (i) United Bank and its successors and assigns, as lender to MerryGoRound, Inc., a Virginia corporation and the sole member of Maker (“Parent”), under that certain Credit Agreement dated June 30, 2025, as amended, restated, supplemented, refinanced or replaced from time to time, and (ii) any other bank or institutional lender providing financing to Maker or Parent, in each case including with respect to any guaranty by Maker of, or any lien granted by Maker to secure, such financing. Maker may, without the consent of Noteholder, (A) guarantee any obligations owed to any Senior Lender, (B) grant liens on any or all of its assets, including the Collateral, to any Senior Lender, and (C) permit Parent to pledge its equity interests in Maker to any Senior Lender, and none of the foregoing, nor any exercise of rights or remedies by any Senior Lender, shall constitute a breach of this Note or the Security Agreement or an Event of Default. The liens of each Senior Lender on the Collateral shall be senior to Noteholder’s lien, regardless of the time, order or method of attachment or perfection of any such lien, the time or order of filing of any financing statement, or the date on which any such lien is granted. Noteholder shall execute and deliver, within ten (10) Business Days after request, a subordination or intercreditor agreement in the form reasonably requested by the applicable Senior Lender. Recourse for this Note is solely against Maker and the Collateral. No member, manager, officer, affiliate, or other person has any liability, and no personal guaranty is given or required. |
| 4. | Setoff. Maker may set off against any amount payable under this Note (a) any amount owed to Maker or any Buyer Indemnified Person under Article 7 of the Purchase Agreement or otherwise under the Purchase Agreement that has been agreed by Seller, has not been disputed by Seller in accordance with Section 7.3 of the Purchase Agreement, or has been finally determined by a final, non-appealable Order, (b) the amount of any claim set forth in a Notice of Claim delivered in good faith, pending final resolution of such claim, and (c) any amount that Maker is entitled to set off under Section 5(f) of the Transition Services Agreement; provided that, with respect to any withholding under clause (b): (i) each Notice of Claim on which any withholding under this clause (b) is based shall be delivered to Noteholder concurrently with its delivery to Seller and shall specify in reasonable detail the facts constituting the basis for such claim, the provisions of the Purchase Agreement under which such claim is asserted, and the amount of such claim (or, if such amount is not then known, Maker’s good-faith estimate thereof); (ii) any withholding under this clause (b) shall be subject to the limitations set forth in Article 7 of the Purchase Agreement; and (iii) Maker shall pay to Noteholder any amount so withheld that is finally determined not to be owed, together with interest at the rate then applicable under this Note, within ten (10) Business Days after such final determination, in each case upon written notice to Noteholder. Any amount set off under clause (a) or clause (c) shall be treated as a payment under this Note to the extent of the amount set off as of the date set off. Any amount withheld under clause (b) shall not be treated as a payment under this Note unless and until finally determined to be owed, at which time it shall be treated as set off as of the date withheld. No setoff or withholding made in compliance with this Section 4 shall constitute a default or an Event of Default, and any setoff or withholding not made in compliance with this Section 4 shall constitute a failure to make a payment when due for purposes of Section 5(a). Any amount set off shall be applied to Principal, at Maker’s election specified in such notice, to the next scheduled monthly principal installments in direct order of maturity or to the remaining installments in inverse order of maturity. The rights of Maker under this Section 4 are in addition to, and shall be construed consistently with, Section 7.10 of the Purchase Agreement and Section 5(f) of the Transition Services Agreement, and shall be binding upon any holder, successor or assignee of this Note. |
3
| 5. | Events of Default. Each of the following shall constitute an “Event of Default” hereunder, subject to the applicable notice and cure periods below: |
| (a) | Maker fails to make any payment under this Note when due and such failure continues for ten (10) days after written notice from Noteholder to Maker of such failure; |
| (b) | Maker institutes a voluntary case, proceeding or other action seeking relief under any law relating to bankruptcy, insolvency, reorganization, or other relief for debtors, or seeking appointment of a receiver, trustee, custodian, or other similar official for Maker or for all or any substantial part of Maker’s assets; |
| (c) | An involuntary case, proceeding, or other action is commenced seeking the liquidation or reorganization of Maker under any law relating to bankruptcy or insolvency, and such case is not dismissed or vacated within ninety (90) days after its filing; |
| (d) | Maker makes a general assignment for the benefit of its creditors; |
| (e) | Maker breaches or defaults under any representation, warranty, covenant, or agreement contained in this Note or the Security Agreement, and such breach or default continues for thirty (30) days after written notice thereof from Noteholder to Maker; provided, however, that if such breach or default is not reasonably capable of being cured within such thirty (30) day period, Maker shall have an additional period not to exceed thirty (30) days after receipt of such notice to cure such breach or default, so long as Maker promptly commences and diligently pursues such cure; |
| (f) | Maker dissolves, liquidates, or winds up, or commences any proceeding or files any document to do so, or ceases to conduct the Business for more than ten (10) consecutive Business Days; |
| (g) | Any certification, representation, warranty, or statement made or delivered by Maker in or pursuant to this Note, the Security Agreement, or any other document delivered by Maker to Noteholder in connection herewith or therewith is false or misleading in any material respect when made or delivered; and |
| (h) | This Note or the Security Agreement ceases to be in full force and effect, or the Security Agreement ceases to create a valid and perfected security interest in the Collateral with the priority contemplated by Section 3, in each case other than as a result of payment in full, any act or omission of Noteholder, or the grant of any lien to, or any exercise of rights or remedies by, any Senior Lender as permitted by Section 3. |
4
| 6. | Acceleration. Upon the occurrence and during the continuance of an Event of Default, and only after expiration of the applicable notice and cure period, Noteholder may elect, by written notice to Maker, to declare the entire unpaid Principal and accrued Interest immediately due and payable. No acceleration shall be effective before delivery of that written notice, except that all amounts shall become immediately due and payable automatically upon the commencement of a voluntary bankruptcy case by Maker or the entry of an order for relief in an involuntary bankruptcy case. |
| 7. | Remedies. Upon the occurrence and during the continuance of an Event of Default, after expiration of the applicable notice and cure period and upon written notice to Maker, Noteholder may avail itself of the legal or equitable rights and remedies available under this Note, the Security Agreement, and applicable law, all of which shall be cumulative. Interest shall accrue only on overdue amounts, from the date specified in the notice after expiration of the applicable cure period, at a default rate equal to the Prime Rate plus two percent (2.00%) (the “Default Rate”), and the Default Rate shall cease upon cure of the applicable default. |
| 8. | Enforcement Costs. Each party shall bear its own costs and expenses in connection with this Note, except that the prevailing party in a final adjudication of an action to enforce this Note or the Security Agreement shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party. |
| 9. | No Waiver. Neither any course of dealing by either party, nor any failure or delay by either party to exercise any rights, powers, or privileges hereunder, shall operate as a waiver of any such rights or remedies unless the waiver is in writing and signed by the party granting it, and then only to the extent specifically set forth in that writing. A waiver as to one event shall not be construed as a continuing waiver as to any subsequent event, and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof. |
5
| 10. | Assignment. This Note is non-negotiable. Noteholder may not sell, assign, pledge, hypothecate, participate, or otherwise transfer this Note or any payment right under it, whether voluntarily, by merger, consolidation, dissolution, liquidation or distribution, by change of control, or by operation of law, without Maker’s prior written consent, which may be withheld in Maker’s sole discretion. Any purported transfer without that consent shall be void and ineffective. Without limiting the foregoing, if Noteholder proposes or becomes obligated to make any such transfer, Noteholder shall first give Maker written notice describing the proposed transfer, the proposed transferee and the price and other terms, and Maker shall have the right, exercisable by written notice within fifteen (15) Business Days after receipt of such notice, to purchase this Note on the same terms (or, if the transfer is not for cash, for a cash price equal to the fair value of the consideration offered). If Maker does not exercise such right, any transfer shall remain subject to Maker’s prior written consent as provided above. Maker may assign this Note and its obligations without Noteholder’s consent to a successor to the Business or to a Senior Lender as a collateral assignment. Notwithstanding the foregoing, Noteholder may transfer this Note in whole, together with Noteholder’s rights under the Security Agreement, without Maker’s consent and free of Maker’s purchase right under this Section 10, to PSQ Holdings, Inc., a Delaware corporation, Credova Holdings, Inc., Credova Financial, LLC, Credova SPV I, LLC, Credova SPV IV, LLC, Credova Technology, LLC, PSQ Payments, LLC, PSQImpact, LLC, PublicSq. Inc., PSQAdvisors, LLC, PSQ Servicing, LLC, PSQ Fintech Holdings, LLC, PSQ MTL, LLC, and PSQ Link, LLC (each, a “Permitted Transferee”), provided that (a) Noteholder delivers to Maker written notice of such transfer at least ten (10) days before the transfer, identifying the Permitted Transferee and designating its payment account; (b) the Permitted Transferee is PSQ Holdings, Inc. or is, and at all times while it holds this Note remains, wholly owned, directly or indirectly, by PSQ Holdings, Inc.; (c) the Permitted Transferee agrees in a writing delivered to Maker to be bound by this Note (including Section 4), the Security Agreement and any subordination or intercreditor agreement delivered under Section 3; (d) the Permitted Transferee shall not pledge or make any collateral assignment of this Note; and (e) at the time of transfer, neither Noteholder nor the Permitted Transferee is the subject of any proceeding under bankruptcy law. Upon a transfer in compliance with this paragraph, (i) the Permitted Transferee shall be “Noteholder” for all purposes of this Note and the Security Agreement, and (ii) the account so designated shall be the Payment Account, which the Permitted Transferee alone may thereafter change in accordance with the introductory paragraph of this Note. Any other transfer remains subject to Maker’s prior written consent and purchase right as provided above. |
| 11. | Successors and Assigns. This Note shall be binding upon and inure to the benefit of Maker and Noteholder and their respective successors and permitted assigns, subject to the transfer restrictions in Section 10. No person other than Noteholder, a Permitted Transferee, or a transferee approved in accordance with Section 10 may enforce or receive payment under this Note. |
| 12. | Governing Law; Choice of Forum. This Note and the Security Agreement, and all claims or causes of action arising out of or relating to this Note or the Security Agreement, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflict-of-law principles. Each party irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery and the United States District Court for the District of Delaware, and, if federal subject matter jurisdiction is unavailable, the Delaware Court of Chancery, and waives any objection to venue or inconvenient forum. |
6
| 13. | Notice. All notices, requests, demands, and other communications required or permitted under this Note shall be in writing and shall be deemed duly given when sent by electronic transmission with confirmation of receipt, when delivered by courier, or five (5) Business Days after being deposited in the United States mail, certified or registered with receipt requested and postage prepaid, in each case addressed as follows (with copies to counsel, which copies shall not constitute notice): |
If to Maker:
FreeHold Brands, LLC
4100 E. Parham Rd, Ste D
Henrico, Virginia 23228
Attention: Evans Richards
Email: [***]
With a copy to:
Sands Anderson PC
919 East Main Street, Suite 2300
Richmond, Virginia 23218-1998
Attention: Ashley Burgess
Email: [***]
If to Noteholder:
EveryLife Inc. and EveryLife Women, LLC
c/o PSQ Holdings, Inc.
515 W Aspen Street, Suite 200C
Bozeman, Montana 59715
Attention: Chief Executive Officer
Email: [***]
With a copy to:
Faegre Drinker Biddle & Reath LLP
1144 15th Street, Suite 3400
Denver, Colorado 80202
Attention: Jeffrey A. Sherman
Email: [***]
Any party may change its address or email address for purposes of this Section by written notice to the other party in accordance with this Section.
| 14. | Severability. In the event that one or more of the provisions contained herein shall be invalid, illegal, or unenforceable in any respect for any reason, the validity, legality, and enforceability of any such provision in every other respect and of the remaining provisions of this Note shall not be in any way impaired and this Note shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. |
| 15. | Entire Agreement; Modification. This Note, the Purchase Agreement, and the Related Agreements embody the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede prior agreements and understandings relating to that subject matter. This Note is expressly subject to the Purchase Agreement, and, in the event of any conflict or inconsistency between this Note and the Purchase Agreement, the Purchase Agreement shall govern and control. No change or modification of this Note shall be valid unless set forth in a writing signed by Maker and Noteholder. Nothing in this Note shall modify, expand, or limit any right, obligation, representation, warranty, covenant, indemnity, or remedy under the Purchase Agreement or any Related Agreement. |
7
| 16. | Limitations of Applicable Law. In the event the operation of any provision of this Note results in an effective rate of interest transcending the limit of the usury or any other law applicable to the loan evidenced hereby, the rate of interest under this Note shall be modified to comply with such laws. |
| 17. | Debtor-Creditor Relationship. Noteholder shall in no event be construed for any purpose to be a partner, joint venturer, or associate of Maker as a result of the terms of this Note, it being the sole intention of the parties to establish a relationship of debtor and creditor hereunder. |
| 18. | Cancellation; Release of Lien. Upon payment or other satisfaction (including by setoff in accordance with Section 4, it being understood that any amount withheld under clause (b) of Section 4 shall constitute satisfaction only when finally determined to be owed) of all amounts owed under this Note, this Note shall be deemed paid in full and cancelled, Noteholder shall promptly mark this Note “paid” and return it to Maker, and Noteholder shall, within five (5) Business Days, terminate its security interest in the Collateral and file, or authorize Maker to file, UCC termination statements and any other release documents reasonably requested by Maker. |
[signature page follows]
8
IN WITNESS WHEREOF, the Maker has executed this Note as of the date first written above.
| MAKER: | ||
| FREEHOLD BRANDS, LLC | ||
| a Wyoming limited liability company | ||
| By: | /s/ Evans Richards | |
| Name: Evans Richards | ||
| Title: Manager | ||
Exhibit 99.1
PSQ Holdings Completes Sale of EveryLife to FreeHold Brands
Transaction completes the Company’s transition to a focused fintech business; proceeds to strengthen the balance sheet and fund growth initiatives
BOZEMAN, Mont., -- November 5, 2026 -- PSQ Holdings, Inc. (NYSE: PSQH) (the “Company”) today announced that it has completed the previously announced sale of EveryLife, its direct-to-consumer baby products business, to FreeHold Brands for total consideration of $5.5 million, subject to customary adjustments.
“Closing the EveryLife sale completes our move to fintech,” said Dusty Wunderlich, Chairman and Chief Executive Officer. “Every dollar we invest, and every hour our team works, now goes exclusively toward the merchants and customers who rely on us for payments and financing. EveryLife has a good home with FreeHold Brands.”
The Company intends to use the proceeds to strengthen its balance sheet and fund growth initiatives across its fintech businesses. The sale is the final step in the Company’s effort over the last 12 months to refocus its core business on fintech offerings. With the transaction closed, the Company operates exclusively in payments and consumer financing.
The consideration consisted of $1.0 million in cash paid at closing and a $4.5 million promissory note secured by EveryLife's assets. Additional terms are described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission.
About PSQ Holdings, Inc.
PSQ Holdings (NYSE: PSQH) is a payments and financial infrastructure company. We build and operate payments and consumer financing infrastructure in highly regulated environments for industries underserved by traditional financial institutions, including businesses, campaigns, and nonprofits that depend on reliable, compliant solutions.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can generally be identified by words such as “will,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “targets,” and similar expressions. Statements in this release regarding the repayment of the promissory note issued by FreeHold Brands, the anticipated use of proceeds from the sale of EveryLife, the Company’s expectation of achieving positive monthly operating cash flow in 2027, the sufficiency of the Company’s liquidity to fund its operations, and the Company’s strategy, focus, and growth prospects are forward-looking statements. These statements are based on management’s current expectations and are subject to risks, uncertainties, and changes in circumstances that could cause actual results to differ materially. These include the risk that the Company does not achieve positive operating cash flow when expected, that its cash resources prove insufficient to fund its operations, and that FreeHold Brands does not obtain financing or does not repay the note when due, in which case the Company’s recovery would depend on enforcement of its security interest and the value of the collateral. Other risks are described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and its subsequent filings with the Securities and Exchange Commission. Except as required by law, the Company undertakes no obligation to update any forward-looking statement.
Investor Contact:
investment@publicsq.com
Media Contact:
pr@publicsq.com