IP STRATEGY HOLDINGS, INC.
For the period ended Dec 31, 2024. Filed Apr 28, 2025.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Apr 28, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
(a)Exhibits.
(a)(1) Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID 688)
Consolidated Balance Sheets as of December 31, 2024 and 2023
Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023
Consolidated Statements of Changes in Stockholders’ Equity / (Deficit) for the Years Ended December 31, 2024 and 2023
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023
Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules
No financial statements have been filed under this section because they are either not required, not applicable, or because the information required is included in the consolidated financial statements or the notes thereto.
(a)(3) Exhibits
The Exhibits listed in the Exhibit Index are filed as part of this annual report on Form 10-K. Each management contract or compensatory plan or agreement listed on the Exhibit Index is identified by a hashtag.
EXHIBIT INDEX
| Exhibit · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Number | Description of Exhibits | Form | File No. | Exhibit | Filing Date |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Heritage Distilling Holding Company, Inc. | 8-K | 001-42411 | 3.1 | November 26, 2024 |
| 3.2 | Amended and Restated Bylaws of Heritage Distilling Holding Company, Inc. | 8-K | 001-42411 | 3.2 | November 26, 2024 |
| 3.3 | Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock | S-1 | 333-279382 | 3.8 | October 3, 2024 |
| 3.4 | Certificate of Designations, Preferences, Powers and Rights of the Series B Convertible Preferred Stock | 8-K | 001-42411 | 3.1 | January 24, 2025 |
| 4.1 | Specimen common stock certificate | S-1 | 333-279382 | 4.1 | August 28, 2024 |
| 4.2 | Form of Representative’s Warrant from initial public offering | 8-K | 001-42411 | 4.1 | November 26, 2024 |
| 4.3 | Form of outstanding restricted stock units issued under the 2019 Plan prior to January 1, 2024 | S-1 | 333-279382 | 4.3 | July 5, 2024 |
| 4.4 | Form of outstanding restricted stock units issued under the 2019 Plan after January 1, 2024 | S-1 | 333-279382 | 4.4 | August 28, 2024 |
| 4.5 | Form of outstanding warrants that expire in August 2028 | S-1 | 333-279382 | 4.5 | May 13, 2024 |
| 4.6 | Form of outstanding prepaid warrants with no expiration date | S-1 | 333-279382 | 4.6 | May 13, 2024 |
| 4.7 | Form of outstanding warrants that expire in June 2029 | S-1 | 333-279382 | 4.7 | July 5, 2024 |
| 4.8 | Form of warrants that will expire on the 24 month, 42 month, and 60 month anniversaries of November 25, 2024 | S-1 | 333-279382 | 4.8 | October 25, 2024 |
| 4.9 | Form of Common Warrant that expires November 21, 2029 | 8-K | 001-42411 | 4.2 | November 26, 2024 |
| Exhibit · Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Number | Description of Exhibits | Form | File No. | Exhibit | Filing Date |
| 4.10 · Form of outstanding warrants that expires April 1, 2028† | |||||
| 10.1 | Loan Agreement, dated as of March 29, 2021, by and among Silverview Credit Partners, LP, as agent for the lenders, the financial institutions and other institutional investors from time-to-time party thereto as lenders, Heritage Distilling Company, Inc., as borrower, and Heritage Distilling Holding Company, Inc. | S-1 | 333-279382 | 10.1 | May 13, 2024 |
| 10.2 | Amendment No. 1 to Loan Agreement, dated as of September 9, 2021, by and among Silverview Credit Partners, LP, as agent for the lenders, the financial institutions and other institutional investors from time-to-time party thereto as lenders, Heritage Distilling Company, Inc., as borrower, and Heritage Distilling Holding Company, Inc. | S-1 | 333-279382 | 10.2 | May 13, 2024 |
| 10.3 | Amendment No. 2 to Loan Agreement, dated as of September 9, 2021, by and among Silverview Credit Partners, LP, as agent for the lenders, the financial institutions and other institutional investors from time-to-time party thereto as lenders, Heritage Distilling Company, Inc., as borrower, and Heritage Distilling Holding Company, Inc. | S-1 | 333-279382 | 10.9 | October 3, 2024 |
| 10.4 | Amendment No. 3 to Loan Agreement dated as of September 9, 2021, by and among Silverview Credit Partners, LP, as agent for the lenders, the financial institutions and other institutional investors from time-to-time party thereto as lenders, Heritage Distilling Company, Inc., as borrower, and Heritage Distilling Holding Company, Inc. | S-1 | 333-284509 | 10.4 | January 27, 2025 |
| 10.5 | 2019 Equity Incentive Plan# | S-1 | 333-2793852 | 10.4 | May 13, 2024 |
| 10.6 | 2024 Equity Incentive Plan# | S-1 | 333-279382 | 10.5 | August 28, 2024 |
| 10.7 | Form of October 2023 Exchange Agreement | S-1 | 333-279382 | 10.6 | October 3, 2024 |
| 10.8 | Form of Amendment to October 2023 Exchange Agreement | S-1 | 333-279382 | 10.7 | October 25, 2024 |
| 10.9 | Amendment dated October 24, 2024 to October 2023 Exchange Agreement | S-1 | 333-279382 | 10.11 | October 25, 2024 |
| 10.10 | Form of April 2024 Exchange Agreement | S-1 | 333-279382 | 10.8 | October 3, 2024 |
| 10.11 | Securities Purchase Agreement dated as of January 23, 2025 by and between Heritage Distilling Holding Company, Inc. and C/M Capital Master Fund, LP | 8-K | 001-42411 | 10.1 | January 24, 2025 |
| 10.12 | Registration Rights Agreement dated as of January 23, 2025, by and between Heritage Distilling Holding Company, Inc. and C/M Capital Master Fund, LP | 8-K | 001-42411 | 10.2 | January 24, 2025 |
| 19 | Insider Trading Policy† | ||||
| 21.1 | Subsidiaries of the Registrant† | ||||
| 31.1 | Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002† | ||||
| 31.2 | Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002† | ||||
| Exhibit | Incorporated by Reference | ||||
| Number | Description of Exhibits | Form | File No. | Exhibit | Filing Date |
| 32 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002† | ||||
| 101.INS | Inline XBRL Instance Document.† | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document.† | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document.† | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document.† | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document.† | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document.† | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||||
| # | Indicates a management contract or compensatory plan. |
| † | Filed herewith |
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