Fresh Vine Wine, Inc. announced that it has entered into Securities Purchase Agreement with two accredited investors to 10,000 Series A Convertible Preferred Stock at an issue price of $100 per share for the gross proceeds of $1,000,000 on August 2, 2023. Each share of Series A Stock shall be convertible at the option of the holder thereof into the number of shares at a fixed conversion price of $0.10 per share. If the Company?s common stock fails to continue to be listed or quoted for trading on a stock exchange, then the Conversion Price thereafter will mean the lesser of $0.10, or the closing sale price of the common stock on the trading day immediately preceding the conversion date; provided that the Conversion Price shall not be less than $0.05. The Conversion Price is subject to standard adjustments based stock splits, stock dividends, stock combinations and the like, and the Floor Price is also subject to anti-dilution adjustments resulting from future offerings of common stock at a price less than the prevailing Conversion Price. The Company may redeem up to 75% of the issued and outstanding Preferred Shares for a price per share equal to 150% of the Stated Value thereof if such redemption occurs within six months from the date of issuance, and up to 50% of the issued and outstanding Preferred Shares for a price per share equal to 200% of the Stated Value thereof if such redemption occurs after six months but before the expiration of twelve months from the date of issuance. Each Holder of a Preferred Share shall be entitled to receive dividends payable, subject to certain conditions, in cash valued at either the then applicable Conversion Price or 50% of the then current Market Price of the Company?s common stock, at the dividend rate of 12% per annum. Accrued and unpaid Dividends shall be payable in cash commencing on July 31, 2024 and continuing each annual anniversary of such date until the conversion of the Preferred Shares.

On the same date, the company announced that it has issued 4,000 Series A Preferred Shares at an issue price of $100 in the for the gross proceeds of $400,000 in the first tranche. The Securities Purchase Agreement provides that the Company will issue and sell to the Purchasers, and the Purchasers will purchase, an additional 4,000 shares of Series A Stock at a second closing that is scheduled to occur within 30 days following the Initial Closing, subject to satisfaction of applicable closing conditions. Pursuant to the Securities Purchase Agreement, the Purchasers may elect, but are not required, to purchase an additional 2,000 shares of Series A Stock from the Company at a closing within 60 days following the date of the Initial Closing. There is no guaranty the Second Closing or the Optional Closing will occur. The Company paid Oak Ridge a $10,000 cash advisory fee upon commencement of the engagement and, in connection with the Offering, the Company has agreed to pay the Oak Ridge a cash fee equal to 5.0% of the gross proceeds received by the Company in the Offering, in addition to reimbursing Oak Ridge for its out-of-pocket expenses. The issuance and sale of the shares of Series A Stock, and the offer and issuance of Conversion Shares issuable upon conversion thereof, have not been registered under the Securities Act of 1933, as amended (the ?Securities Act?), and therefore may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements and the Company has relied on the exemption from federal registration under Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated thereunder, based on the Company?s belief that the offer and sale of such securities has not and will not involve a public offering.