Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers

(b) On September 19, 2022, Geoffrey McFarlane, Chief Executive Officer of Winc, Inc. (the "Company"), stepped down as the Company's Chief Executive Officer, effective immediately. Mr. McFarlane will continue to serve as a member of the board of directors (the "Board") of the Company.

(c) On September 19, 2022, Board appointed Brian Smith as the Company's Interim Chief Executive Officer to succeed Mr. McFarlane, effective immediately. Mr. Smith will continue as President of the Company and Chairperson of the Board.

Mr. Smith, 48, is a Co-founder who has served as the Company's President since May 2018 and as Chairperson of the Board since June 2020. Mr. Smith also served as the Company's Chief Operating Officer until April 2021. Mr. Smith has years of experience in beverage alcohol as a strategic brand builder and entrepreneur. Prior to joining Winc in 2018, Mr. Smith founded Jolie Folle, a millennial-focused wine brand, which he sold in 2017. Before that, he served as Wine Director of Clo Wine Bar. Mr. Smith began his career in finance at Man Group PLC and founded his first company, Meritage Group, a commodities brokerage that catered to hedge funds and commodity traders, in 2004. Mr. Smith received a B.A. in Cultural Anthropology from the University of Vermont.

There are no arrangements or understandings between Mr. Smith and any other persons pursuant to which he was appointed as Interim Chief Executive Officer of the Company. Any changes to Mr. Smith's compensatory arrangements in connection with his appointment as Interim Chief Executive Officer will be filed in an amendment to this Current Report on Form 8-K after such information is determined or becomes available. Mr. Smith has no family relationship with any executive officer or director of the Company. There are no transactions in which Mr. Smith has an interest requiring disclosure under Item 404(a) of Regulation S-K currently contemplated or since January 1, 2020 that have not been previously disclosed.

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