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| CIK | 1782627 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Winc Inc
SEC Filings (Chronological Order)
本頁面提供了一個完整的、按時間順序排列的美國證券交易委員會（SEC）申報文件列表，不包括我們在其他地方提供的所有權申報。
| February 7, 2023 |
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): February 7, 2023 Winc, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41055 45-2988960 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| January 26, 2023 |
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): January 20, 2023 Winc, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41055 45-2988960 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| January 11, 2023 |
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): January 10, 2023 Winc, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41055 45-2988960 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| December 27, 2022 |
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): December 21, 2022 Winc, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41055 45-2988960 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| December 27, 2022 |
Exhibit 10.1 AMENDED AND RESTATED ASSET PURCHASE AGREEMENT by and between Project crush acquisition corp llc, WINC, INC., WINC LOST POET, LLC, and BWSC, LLC dated as of December 21, 2022 1 TABLE OF CONTENTS Article I PURCHASE AND SALE 1 1.1 Purchase and Sale of the Transferred Assets 1 1.2 Assumption/Rejection of Certain Contracts. 7 Article II BANKRUPTCY COURT APPROVAL AND OTHER MATTERS 9 2.1 Sta |
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| December 21, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC ("NYSE American" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the Common Stock of Winc, Inc. |
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| December 12, 2022 |
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): December 07, 2022 Winc, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41055 45-2988960 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| December 12, 2022 |
Exhibit 10.1 ASSET PURCHASE AGREEMENT by and between PROJECT CRUSH ACQUISTION CORP LLC, WINC, INC., WINC LOST POET, LLC, and BWSC, LLC dated as of December 7, 2022 TABLE OF CONTENTS Article I PURCHASE AND SALE 1 1.1 Purchase and Sale of the Transferred Assets 1 1.2 Assumption/Rejection of Certain Contracts. 7 Article II BANKRUPTCY COURT APPROVAL AND OTHER MATTERS 9 2.1 Stalking Horse Bidder and Sa |
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| December 8, 2022 |
Exhibit 99.1 Winc Obtains Court Approval of “First Day” Motions and Receives Notice of Delisting After Filing Chapter 11 Petitions Obtains Interim Approval to Access DIP Financing to Support Operations Receives Notice NYSE American has Determined to Commence Delisting Proceedings SANTA MONICA, CA (December 8, 2022) — As previously disclosed, on November 30, 2022, Winc, Inc. (the "Company") and its |
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| December 8, 2022 |
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): December 05, 2022 Winc, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41055 45-2988960 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| December 1, 2022 |
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): November 30, 2022 Winc, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41055 45-2988960 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| November 14, 2022 |
Winc Reports Third Quarter 2022 Financial Results Exhibit 99.1 Winc Reports Third Quarter 2022 Financial Results LOS ANGELES, CA (November 14, 2022) Winc, Inc. (?Winc? or the ?Company?) (NYSE American: WBEV), a differentiated platform for growing alcoholic beverages brands, today announced financial results for the quarter ended September 30, 2022. Third Quarter 2022 Results Compared to the Third Quarter of 2021 ? Total net revenues were $15.8 mi |
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| November 14, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 14, 2022 Winc, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41055 45-2988960 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41055 Winc, Inc. |
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| October 31, 2022 |
Exhibit 10.1 AMENDMENT NUMBER THREE TO CREDIT AGREEMENT This AMENDMENT NUMBER THREE TO CREDIT AGREEMENT (this ?Amendment?), dated as of October 28, 2022, is entered into by and between WINC, INC., a Delaware corporation, doing business in California as CLUB W, INC. (?Parent?), and BWSC, LLC, a California limited liability company (?BWSC?) (Parent and BWSC are sometimes collectively referred to her |
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| October 31, 2022 |
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): October 28, 2022 Winc, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41055 45-2988960 (State or Other Jurisdiction of Incorporation) (Commission File Number |
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| September 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 19, 2022 Winc, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41055 45-2988960 (State or Other Jurisdiction of Incorporation) ( |
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| September 20, 2022 |
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 19, 2022 Winc, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41055 45-2988960 (State or Other Jurisdiction of Incorporation) (Commission File Numb |
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| August 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41055 Winc, Inc. |
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| August 11, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 11, 2022 Winc, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41055 45-2988960 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| August 11, 2022 |
Exhibit 10.3 FIRST AMENDMENT TO ASSET Purchase AGREEMENT This First Amendment to Asset Purchase Agreement (this ?Amendment?) is made as of August 3, 2022 (the ?Effective Date?), by and among BWSC, LLC, a California limited liability company (the ?Buyer?), Natural Merchants, Inc., an Oregon corporation (the ?Seller?), and Edward Field, an individual (the ?Owner?). Each of Seller, the Buyer and the |
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| August 11, 2022 |
Exhibit 99.1 Winc Reports Second Quarter 2022 Financial Results Strong wholesale growth driven by expanding distribution and velocity gains LOS ANGELES, CA (August 11, 2022) Winc, Inc. (?Winc? or the ?Company?) (NYSE American: WBEV), a differentiated platform for growing alcoholic beverages brands, today announced financial results for the quarter ended June 30, 2022. Second Quarter 2022 Results C |
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| June 27, 2022 |
Exhibit 10.1 AMENDMENT NUMBER TWO TO CREDIT AGREEMENT AND WAIVER This AMENDMENT NUMBER TWO TO CREDIT AGREEMENT AND WAIVER (this ?Amendment?), dated as June 24, 2022, is entered into by and between WINC, INC., a Delaware corporation, doing business in California as CLUB W, INC. (?Parent?), and BWSC, LLC, a California limited liability company (?BWSC?) (Parent and BWSC are sometimes collectively ref |
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| June 27, 2022 |
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): June 24, 2022 Winc, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41055 45-2988960 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| June 9, 2022 |
Submission of Matters to a Vote of Security Holders 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): June 09, 2022 Winc, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41055 45-2988960 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| May 13, 2022 |
Amended and Restated Winc, Inc. Executive Severance Plan Exhibit 10.2 AMENDED AND RESTATED WINC, INC. EXECUTIVE SEVERANCE PLAN Adopted on October 10, 2021 As Amended and Restated on February 28, 2022 Winc, Inc., a Delaware corporation (the ?Company?), has adopted this Amended and Restated Winc, Inc. Executive Severance Plan, including the attached Exhibits (the ?Plan?), for the benefit of Participants (as defined below) on the terms and conditions herei |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41055 Winc, Inc. |
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| May 13, 2022 |
Amended and Restated Non-Employee Director Compensation Program Exhibit 10.3 Winc, Inc. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Eligible Directors (as defined below) on the board of directors (the ?Board?) of Winc, Inc. (the ?Company?) shall be eligible to receive equity compensation as set forth in this Amended and Restated Non-Employee Director Compensation Program (this ?Program?). The equity compensation described in this Program sh |
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| May 11, 2022 |
Exhibit 99.1 Winc Reports First Quarter 2022 Financial Results Strong core portfolio performance drives continued wholesale growth LOS ANGELES, CA (May 11, 2022) Winc, Inc. (?Winc? or the ?Company?) (NYSE American: WBEV), a differentiated platform for growing alcoholic beverages brands, today announced financial results for the quarter ended March 31, 2022. First Quarter 2022 Results Compared to t |
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| May 11, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 11, 2022 Winc, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41055 45-2988960 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I |
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| April 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. |
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| March 30, 2022 |
Exhibit 4.2 DESCRIPTION OF REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of our capital stock and certain provisions of our amended and restated certificate of incorporation, amended and restated bylaws and the Delaware General Corporation Law are summaries and are qualified by reference to our amended and restated certif |
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| March 30, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Winc, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Share (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee(4) Fees to Be Paid Equity Common S |
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| March 30, 2022 |
As filed with the Securities and Exchange Commission on March 30, 2022 As filed with the Securities and Exchange Commission on March 30, 2022 Registration No. |
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| March 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41055 Winc, Inc. |
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| March 29, 2022 |
Exhibit 99.1 Winc Reports Fourth Quarter and Full Year 2021 Financial Results Wholesale channel wins fuel continued growth LOS ANGELES, CA (March 29, 2022) Winc, Inc. (?Winc? or the ?Company?) (NYSE American: WBEV), a differentiated platform for growing alcoholic beverages brands, today announced financial results for the quarter and full year ended December 31, 2021. Fourth Quarter 2021 Results C |
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| March 29, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 29, 2022 Winc, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41055 45-2988960 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| March 28, 2022 |
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): March 25, 2022 Winc, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41055 45-2988960 (State or Other Jurisdiction of Incorporation) (Commission File Number) |
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| March 28, 2022 |
Exhibit 10.1 AMENDMENT NUMBER ONE TO CREDIT AGREEMENT This AMENDMENT NUMBER ONE TO CREDIT AGREEMENT (this ?Amendment?), dated as March 25, 2022, is entered into by and between WINC, INC., a Delaware corporation, doing business in California as CLUB W, INC. (?Parent?), and BWSC, LLC, a California limited liability company (?BWSC?) (Parent and BWSC are sometimes collectively referred to herein as ?B |
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| March 10, 2022 |
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): March 9, 2022 Winc, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41055 45-2988960 (State or Other Jurisdiction of Incorporation) (Commission File Number) ( |
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| March 3, 2022 |
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): February 28, 2022 Winc, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41055 45-2988960 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| March 3, 2022 |
Amended and Restated Winc, Inc. Executive Severance Plan Exhibit 10.1 AMENDED AND RESTATED WINC, INC. EXECUTIVE SEVERANCE PLAN Adopted on October 10, 2021 As Amended and Restated on February 28, 2022 Winc, Inc., a Delaware corporation (the ?Company?), has adopted this Amended and Restated Winc, Inc. Executive Severance Plan, including the attached Exhibits (the ?Plan?), for the benefit of Participants (as defined below) on the terms and conditions herei |
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| February 16, 2022 |
WBEV / Winc Inc / Cool Japan Fund Inc. - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(b) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Winc, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securit |
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| February 16, 2022 |
EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, par value $0.0001 per share, of Winc, Inc. and further agree that this Joint Filing Agreement shall |
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| February 14, 2022 |
WBEV / Winc Inc / 15 Angels II LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Winc, Inc. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 97265W105 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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| February 14, 2022 |
WBEV / Winc Inc / Weng Xiangwei - SC 13G Passive Investment Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Winc, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 97265W105 (CUSIP Number) December 31, 2021 |
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| February 14, 2022 |
Exhibit 2 Members of Group Deer VIII & Co. Ltd. Deer VIII & Co. L.P. Bessemer Venture Partners VIII L.P. Bessemer Venture Partners VIII Institutional L.P. 15 Angels II LLC GoBlue Ventures LLC Wahoowa Ventures LLC |
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| February 14, 2022 |
EXHIBIT 1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. |
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| February 11, 2022 |
WBEV / Winc Inc / McFarlane Geoffrey - SCHEDULE 13G Passive Investment Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Winc, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 97265W105 (CUSIP Number) December 31, 2021 |
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| February 11, 2022 |
WBEV / Winc Inc / Smith Brian Patrick - SCHEDULE 13G Passive Investment SC 13G 1 tm225726d1sc13g.htm SCHEDULE 13G Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Winc, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) |
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| January 10, 2022 |
January 2022 Investor Presentation Exhibit 99.1 January 2022 Investor Presentation Disclaimers and forward looking statements This presentation has been prepared by Winc, Inc. (?we,? ?us? or the ?Company?). This presentation contains "forward - looking sta tements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "anticipate," "believe," "expect," "intend," "project," "anticipate," and "futu |
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| January 10, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 10, 2022 Winc, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41055 45-2988960 (State or other jurisdiction of incorporation) (Commission File Number |
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| December 9, 2021 |
Exhibit 10.8 WINC, INC. EXECUTIVE SEVERANCE PLAN Winc, Inc., a Delaware corporation (the ?Company?), has adopted this Winc, Inc. Executive Severance Plan, including the attached Exhibits (the ?Plan?), for the benefit of Participants (as defined below) on the terms and conditions hereinafter stated. The Plan, as set forth herein, is intended to provide severance protections to a select group of man |
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| December 9, 2021 |
2021 Employee Stock Purchase Plan Exhibit 10.3 WINC, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN Article I. PURPOSE The purposes of this Winc, Inc. 2021 Employee Stock Purchase Plan (as it may be amended or restated from time to time, the ?Plan?) are to assist Eligible Employees of Winc, Inc., a Delaware corporation (the ?Company?), and its Designated Subsidiaries in acquiring a stock ownership interest in the Company pursuant to a pla |
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| December 9, 2021 |
Exhibit 10.2 Winc, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. Purpose The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are defined |
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| December 9, 2021 |
Representative's Warrant Agreement Exhibit 4.1 COMMON STOCK PURCHASE WARRANT For the Purchase of 50,769 Shares of Common Stock of WINC, INC. 1. Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Spartan Capital Securities, LLC (?Holder?), as registered owner of this Purchase Warrant, Winc, Inc., a Delaware corporation (the ?Company?), Holder is entitled, at any time or from time to time at |
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| December 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41055 Winc, Inc. |
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| December 8, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): December 8, 2021 Winc, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41055 45-2988960 (State or other jurisdiction of incorporation) (Commission File Number) |
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| December 8, 2021 |
Exhibit 99.1 Winc Reports Third Quarter 2021 Financial Results Wholesale Revenue Doubled Driven by Chain Expansion and Core Brand Growth LOS ANGELES, CA (December 8, 2021) Winc, Inc. (?Winc? or the ?Company?) (NYSE American: WBEV), one of the fastest-growing at-scale beverage companies in the United States, today announced financial results for the quarter ended September 30, 2021. Third Quarter 2 |
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| November 29, 2021 |
As filed with the Securities and Exchange Commission on November 29, 2021 As filed with the Securities and Exchange Commission on November 29, 2021 Registration No. |
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| November 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-56336 Winc, Inc. (Exact name of registrant as specified in its charter) |
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| November 17, 2021 |
8-K 1 tm2133307d18k.htm FORM 8-K 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): November 15, 2021 Winc, Inc. (Exact name of registrant as specified in its charter) Delaware 001-41055 45-2988960 (State or other jurisdiction of inco |
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| November 17, 2021 |
Amended and Restated Certificate of Incorporation Exhibit 3.1 WINC, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Winc, Inc., a Delaware corporation, hereby certifies as follows: 1. The name of the Corporation is Winc, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 11, 2011 under the name ?Club W, Inc.? 2. The Amended and Restated Certificate of I |
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| November 17, 2021 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF WINC, INC. (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING 2 2.5 ADVANCE NOTICE PROCEDURES FOR NOMINATIONS |
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| November 12, 2021 |
TABLE OF CONTENTS ? Filed Pursuant to Rule 424(b)(4)? ?Registration Nos. 333-259828 and 333-260989? PROSPECTUS 1,692,308 Shares Common Stock ? This is Winc, Inc.?s initial public offering. We are selling 1,692,308 shares of our common stock. The public offering price is $13.00 per share. Our common stock has been approved for listing on the NYSE American under the symbol ?WBEV.? We are an ?emergin |
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| November 10, 2021 | ||
| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Winc, Inc. (Exact name of registrant as specified in its charter) Delaware 45-2988960 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1751 Berkel |
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| November 10, 2021 |
As filed with the Securities and Exchange Commission on November 10, 2021 S-1MEF 1 tm2120816d27s1mef.htm S-1MEF As filed with the Securities and Exchange Commission on November 10, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Winc, Inc. (Exact name of registrant as specified in its charter) Delaware 2080 45-2988960 (State or other jurisdiction of incorp |
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| November 8, 2021 |
Winc, Inc. 1751 Berkeley St, Studio 3 Santa Monica, CA 90404 Winc, Inc. 1751 Berkeley St, Studio 3 Santa Monica, CA 90404 November 8, 2021 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Suying Li; Joel Parker; Nicholas Lamparski; Jacqueline Kaufman Re: Winc, Inc. Registration Statement on Form S-1 (File No. 333-259828) Ladies and Gentlemen: In accorda |
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| November 8, 2021 |
Spartan Capital Securities, LLC 45 Broadway, 19th Floor New York, New York 10006 Spartan Capital Securities, LLC 45 Broadway, 19th Floor New York, New York 10006 November 8, 2021 VIA EDGAR U. |
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| November 2, 2021 |
Form of Representative’s Warrant Agreement Exhibit 4.1 Form of Representative?s Warrant Agreement COMMON STOCK PURCHASE WARRANT For the Purchase of [] Shares of Common Stock of WINC, INC. 1. Purchase Warrant. THIS CERTIFIES THAT, in consideration of funds duly paid by or on behalf of Spartan Capital Securities, LLC (?Holder?), as registered owner of this Purchase Warrant, Winc, Inc., a Delaware corporation (the ?Company?), Holder is entitl |
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| November 2, 2021 |
Form of Underwriting Agreement EX-1.1 2 tm2120816d23ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Winc, Inc. (a Delaware corporation) [-] Shares of Common Stock UNDERWRITING AGREEMENT Dated: November [-], 2021 WINC, INC. (a Delaware corporation) [-] Shares of Common Stock UNDERWRITING AGREEMENT November [-], 2021 SPARTAN CAPITAL SECURITIES, LLC As Representative of the several Underwriters listed in Schedule A hereto c/o Spartan Capital Se |
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| November 2, 2021 |
As filed with the Securities and Exchange Commission on November 2, 2021. TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 2, 2021. |
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| November 2, 2021 |
Second Certificate of Amendment to Ninth Amended and Restated Certification of Incorporation EX-3.1(B) 3 tm2120816d23ex3-1b.htm EXHIBIT 3.1(B) Exhibit 3.1b SECOND Certificate of amendment to THE NINTH amended and restated CERTIFICATE OF INCORPORATION OF WINC, INC., a Delaware corporation Winc, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify: FIRST: The name of the Corporation is |
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| November 2, 2021 |
Issuer Free Writing Prospectus dated November 2, 2021 Filed Pursuant to Rule 433 under the Securities Act of 1933 Relating to the Preliminary Prospectus dated November 2, 2021 Registration Statement No. |
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| November 2, 2021 |
Exhibit 10.3(a) AMENDMENT TO Winc, Inc. 2013 STOCK PLAN This Amendment (?Amendment?) to the Winc, Inc. 2013 Stock Plan, as amended (the ?Plan?) is adopted by the Board of Directors (the ?Board?) of Winc, Inc., a Delaware corporation (the ?Company?), effective as of October 25, 2021 (the ?Effective Date?). Capitalized terms used in this Amendment and not otherwise defined herein shall have the mean |
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| October 26, 2021 |
Certificate of Amendment to Ninth Amended and Restated Certification of Incorporation Exhibit 3.1(a) Certificate of amendment to THE NINTH amended and restated CERTIFICATE OF INCORPORATION OF WINC, INC., a Delaware corporation Winc, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), does hereby certify: FIRST: The name of the Corporation is Winc, Inc. The original Certificate of Incorporation o |
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| October 26, 2021 |
Form of Restricted Stock Unit Agreement under the 2021 Incentive Award Plan Exhibit 10.6(b) WINC, INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK Unit Grant Notice Winc, Inc., a Delaware corporation (the ?Company?), has granted to the participant listed below (?Participant?) the Restricted Stock Units (the ?RSUs?) described in this Restricted Stock Unit Grant Notice (this ?Grant Notice?), subject to the terms and conditions of the Winc, Inc. 2021 Incentive Award Plan (as |
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| October 26, 2021 |
TABLE OF CONTENTS Exhibit 99.1? INFORMATION STATEMENT TABLE OF CONTENTS? TABLE OF CONTENTS ? TRADEMARKS AND TRADENAMES ? ? ? ? i ? ? ? GLOSSARY ? ? ? ? i ? ? ? EXPLANATORY NOTE ? ? ? ? ii ? ? ? RISK FACTORS ? ? ? ? 1 ? ? ? SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ? ? ? ? 49 ? ? ? DIVIDEND POLICY ? ? ? ? 51 ? ? ? MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OP |
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| October 26, 2021 |
Exhibit 10.1(a) FIRST AMENDMENT TO THE WINC, INC. SEVENTH AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS FIRST AMENDMENT TO THE WINC, INC. SEVENTH AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (this ?Amendment?), dated as of the October 6, 2021, is entered into by and among Winc, Inc., a Delaware corporation (the ?Company?), and the undersigned investors constituting the holders of a maj |
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| October 26, 2021 |
Second Certificate of Amendment to Ninth Amended and Restated Certification of Incorporation EX-3.1(B) 3 tm2125681d8ex3-1b.htm EXHIBIT 3.1(B) Exhibit 3.1b SECOND Certificate of amendment to THE NINTH amended and restated CERTIFICATE OF INCORPORATION OF WINC, INC., a Delaware corporation Winc, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify: FIRST: The name of the Corporation is |
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| October 26, 2021 |
Form of Stock Option Agreement under the 2021 Incentive Award Plan Exhibit 10.6(a) WINC, INC. 2021 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Winc, Inc., a Delaware corporation (the ?Company?) has granted to the participant listed below (?Participant?) the stock option (the ?Option?) described in this Stock Option Grant Notice (the ?Grant Notice?), subject to the terms and conditions of the Winc, Inc. 2021 Incentive Award Plan (as amended from time to time, t |
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| October 26, 2021 |
? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 10/A Amendment No. 2 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 ? Winc, Inc. (Exact name of registrant as specified in its charter) ? Delaware (State or other jurisdiction of incorporation or organization)? ? ? 45-2988960 (I.R.S. Employer Ide |
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| October 26, 2021 |
2021 Incentive Award Plan and related forms of award agreements Exhibit 10.6 Winc, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. Purpose The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalized terms used in the Plan are defined |
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| October 26, 2021 |
Exhibit 10.2(a) AMENDMENT TO Winc, Inc. 2013 STOCK PLAN This Amendment (?Amendment?) to the Winc, Inc. 2013 Stock Plan, as amended (the ?Plan?) is adopted by the Board of Directors (the ?Board?) of Winc, Inc., a Delaware corporation (the ?Company?), effective as of October 25, 2021 (the ?Effective Date?). Capitalized terms used in this Amendment and not otherwise defined herein shall have the mean |
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| October 26, 2021 |
Exhibit 10.7 Winc, Inc. Seventh amended and restated Right of first Refusal and co-Sale AGREEMENT Effective Date: April 6, 2021 TABLE OF CONTENTS Page 1. Definitions 1 2. Rights of First Refusal and Co-Sale 3 (a) Right of First Refusal 3 (b) Right of Co-Sale 4 (c) Effect of Failure to Comply 5 3. Exempt Transfers 6 4. Legend 7 5. Miscellaneous 7 (a) Term 7 (b) Costs of Enforcement 7 (c) Notices 7 |
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| October 26, 2021 |
2021 Employee Stock Purchase Plan Exhibit 10.8 WINC, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN Article I. PURPOSE The purposes of this Winc, Inc. 2021 Employee Stock Purchase Plan (as it may be amended or restated from time to time, the ?Plan?) are to assist Eligible Employees of Winc, Inc., a Delaware corporation (the ?Company?), and its Designated Subsidiaries in acquiring a stock ownership interest in the Company pursuant to a pla |
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| October 21, 2021 |
Winc, Inc. 1751 Berkeley St, Studio 3 Santa Monica, CA 90404 Winc, Inc. 1751 Berkeley St, Studio 3 Santa Monica, CA 90404 October 21, 2021 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Suying Li; Joel Parker; Nicholas Lamparski; Jacqueline Kaufman Re: Winc, Inc. Registration Statement on Form S-1 (File No. 333-259828) Ladies and Gentlemen: Win |
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| October 21, 2021 |
* * * [Signature Page Follows] BofA Securities, Inc. One Bryant Park New York, New York 10036 October 21, 2021 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Suying Li; Joel Parker; Nicholas Lamparski; Jacqueline Kaufman Re:??????????Winc, Inc. Registration Statement on Form S-1 Filed on Septe |
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| October 20, 2021 |
United States securities and exchange commission logo October 20, 2021 Geoffrey McFarlane Chief Executive Officer Winc, Inc. |
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| October 19, 2021 |
CORRESP 1 filename1.htm 650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Moscow Boston Munich Brussels New York Century City Orange County October 19, 2021 Chicago Paris Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valle |
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| October 18, 2021 |
* * * [Signature Page Follows] CORRESP 1 filename1.htm BofA Securities, Inc. One Bryant Park New York, New York 10036 October 18, 2021 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Suying Li; Joel Parker; Nicholas Lamparski; Jacqueline Kaufman Re: Winc, Inc. Registration Statement on Form S-1 |
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| October 18, 2021 |
Winc, Inc. 1751 Berkeley St, Studio 3 Santa Monica, CA 90404 Winc, Inc. 1751 Berkeley St, Studio 3 Santa Monica, CA 90404 October 18, 2021 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Suying Li; Joel Parker; Nicholas Lamparski; Jacqueline Kaufman Re: Winc, Inc. Registration Statement on Form S-1 (File No. 333-259828) Ladies and Gentlemen: In accorda |
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| October 15, 2021 |
United States securities and exchange commission logo October 15, 2021 Geoffrey McFarlane Chief Executive Officer Winc, Inc. |
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| October 13, 2021 |
CORRESP 1 filename1.htm 650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapor |
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| October 13, 2021 |
Form of Stock Option Agreement under the 2021 Incentive Award Plan EX-10.4(A) 10 tm2120816d15ex10-4a.htm EXHIBIT 10.4(A) Exhibit 10.4(a) WINC, INC. 2021 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Winc, Inc., a Delaware corporation (the “Company”) has granted to the participant listed below (“Participant”) the stock option (the “Option”) described in this Stock Option Grant Notice (the “Grant Notice”), subject to the terms and conditions of the Winc, Inc. 2021 |
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| October 13, 2021 |
Certificate of Amendment to Ninth Amended and Restated Certification of Incorporation Exhibit 3.1(a) Certificate of amendment to THE NINTH amended and restated CERTIFICATE OF INCORPORATION OF WINC, INC., a Delaware corporation Winc, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), does hereby certify: FIRST: The name of the Corporation is Winc, Inc. The original Certificate of Incorporation o |
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| October 13, 2021 |
Form of Restricted Stock Unit under the 2021 Incentive Award Plan EX-10.4(B) 11 tm2120816d15ex10-4b.htm EXHIBIT 10.4(B) Exhibit 10.4b WINC, INC. 2021 INCENTIVE AWARD PLAN RESTRICTED STOCK Unit Grant Notice Winc, Inc., a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditi |
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| October 13, 2021 |
Form of Indemnification Agreement between Winc, Inc. and its directors and officers Exhibit 10.2 INDEMNIFICATION And Advancement AGREEMENT This Indemnification and Advancement Agreement (this ?Agreement?) is made as of by and between Winc, Inc., a Delaware corporation (the ?Company?), and , [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (?Indemnitee?). This Agreement supersedes and replaces any and all previous Agreements between t |
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| October 13, 2021 |
Form of Underwriting Agreement EX-1.1 2 tm2120816d15ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Winc, Inc. (a Delaware corporation) [-] Shares of Common Stock UNDERWRITING AGREEMENT Dated: [-], 2021 WINC, INC. (a Delaware corporation) [-] Shares of Common Stock UNDERWRITING AGREEMENT [-], 2021 BofA Securities, Inc. as Representative of the several Underwriters c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Ladies and |
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| October 13, 2021 |
EX-10.8 13 tm2120816d15ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 WINC, INC. EXECUTIVE SEVERANCE PLAN Winc, Inc., a Delaware corporation (the “Company”), has adopted this Winc, Inc. Executive Severance Plan, including the attached Exhibits (the “Plan”), for the benefit of Participants (as defined below) on the terms and conditions hereinafter stated. The Plan, as set forth herein, is intended to p |
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| October 13, 2021 |
EX-10.4 9 tm2120816d15ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 Winc, INC. 2021 INCENTIVE AWARD PLAN ARTICLE I. Purpose The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. |
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| October 13, 2021 |
Form of Amended and Restated Bylaws, to be effective upon the completion of this offering EX-3.4 5 tm2120816d15ex3-4.htm EXHIBIT 3.4 Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF WINC, INC. (a Delaware corporation) TABLE OF CONTENTS Page ARTICLE I - CORPORATE OFFICES 1 1.1 REGISTERED OFFICE 1 1.2 OTHER OFFICES 1 ARTICLE II - MEETINGS OF STOCKHOLDERS 1 2.1 PLACE OF MEETINGS 1 2.2 ANNUAL MEETING 1 2.3 SPECIAL MEETING 1 2.4 ADVANCE NOTICE PROCEDURES FOR BUSINESS BROUGHT BEFORE A MEETING 2 2. |
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| October 13, 2021 |
As filed with the Securities and Exchange Commission on October 13, 2021. S-1/A 1 tm2120816-11s1a.htm S-1/A TABLE OF CONTENTS As filed with the Securities and Exchange Commission on October 13, 2021. Registration No. 333-259828 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 Winc, Inc. (Exact name of registrant as specified in its charter) Delaware 2080 45-2988960 |
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| October 13, 2021 |
EX-10.1(A) 7 tm2120816d15ex10-1a.htm EXHIBIT 10.1(A) Exhibit 10.1(a) FIRST AMENDMENT TO THE WINC, INC. SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS FIRST AMENDMENT TO THE WINC, INC. SEVENTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Amendment”), dated as of the October 6, 2021, is entered into by and among Winc, Inc., a Delaware corporation (the “Company”), and the un |
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| October 13, 2021 |
Non-Employee Director Compensation Program EX-10.9 14 tm2120816d15ex10-9.htm EXHIBIT 10.9 Exhibt 10.9 Winc, Inc. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Eligible Directors (as defined below) on the board of directors (the “Board”) of Winc, Inc. (the “Company”) shall be eligible to receive equity compensation as set forth in this Non-Employee Director Compensation Program (this “Program”). The equity compensation described in this Progra |
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| October 13, 2021 |
2021 Employee Stock Purchase Plan EX-10.5 12 tm2120816d15ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 WINC, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN Article I. PURPOSE The purposes of this Winc, Inc. 2021 Employee Stock Purchase Plan (as it may be amended or restated from time to time, the “Plan”) are to assist Eligible Employees of Winc, Inc., a Delaware corporation (the “Company”), and its Designated Subsidiaries in acquiring a stock owne |
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| October 13, 2021 |
EX-3.2 4 tm2120816d15ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 WINC, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Winc, Inc., a Delaware corporation, hereby certifies as follows: 1. The name of the Corporation is Winc, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 11, 2011 under the name “Club W, Inc.” 2 |
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| October 7, 2021 |
Recent Developments Preliminary Results for the Three Months Ended September 30, 2021 650 Town Center Drive, 20th Floor October 8, 2021 Costa Mesa, California 92626-1925 Tel: +1. |
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| October 6, 2021 |
TABLE OF CONTENTS Exhibit 99.1? INFORMATION STATEMENT TABLE OF CONTENTS? TABLE OF CONTENTS ? TRADEMARKS AND TRADENAMES ? ? ? ? i ? ? ? GLOSSARY ? ? ? ? i ? ? ? RISK FACTORS ? ? ? ? 1 ? ? ? SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ? ? ? ? 49 ? ? ? DIVIDEND POLICY ? ? ? ? 51 ? ? ? MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ? ? ? ? 52 ? ? ? BUSINESS |
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| October 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A Amendment No. 1 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Winc, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 45-2988960 (I.R.S. Employer Identification No.) |
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| October 6, 2021 |
650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Moscow Boston Munich Brussels New York Century City Orange County October 6, 2021 Chicago Paris Dubai Riyadh Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los An |
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| October 5, 2021 |
650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh D?sseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singapore Los Angeles Tokyo Madr |
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| September 28, 2021 |
EX1SA-6 MAT CTRCT 2 tm2128338d1ex6-3.htm EXHIBIT 6.3 Exhibit 6.3 Consent and First Amendment to Loan and Security Agreement Borrower: Winc, Inc., a Delaware corporation BWSC, LLC, a California limited liability company Address: 5340 Alla Road, Suite 105 Los Angeles, CA 90066 Date: December 23, 2020 This Consent and First Amendment to Loan and Security Agreement and Forbearance Agreement (this “Agr |
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| September 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA x SEMIANNUAL REPORT PURSUANT TO REGULATION A or ? SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2021 Winc, Inc. (Exact name of issuer as specified in its charter) Delaware 45-2988960 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Id |
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| September 27, 2021 |
Division of Corporation Finance CORRESP 1 filename1.htm 650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh September 27, 2021 Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Val |
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| September 27, 2021 |
Form of Stock Option Agreement under 2013 Stock Plan Exhibit 10.3(a) Winc, Inc. 2013 Stock Plan Notice of Stock Option Grant (Installment Exercise) The Optionee has been granted the following option to purchase shares of the Common Stock of Winc, Inc. (formerly known as Club W, Inc.): Name of Optionee: <> Total Number of Shares: <> Type of Option: <> Exercise Price per Share: <<$Price per Share>> Date of Grant: <> Date Exercisable: This option may b |
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| September 27, 2021 |
Exhibit 10.3 WINC, INC. (FORMERLY KNOWN AS CLUB W, INC.) 2013 STOCK PLAN Adopted on August 29, 2013 As amended April 18, 2014, July 14, 2017, April 26, 2019, And August 3, 2020 AMENDMENTS TO WINC, INC. 2013 STOCK PLAN The following sets forth certain duly adopted amendments to the 2013 Stock Plan (the “Plan”) of Winc, Inc. (formerly known as Club W, Inc.): 1. As of the April 18, 2014, the number o |
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| September 27, 2021 |
Exhibit 10.1 Winc, Inc. SEVENTH amended and restated Investors? Rights AGREEMENT Effective Date: April 6, 2021 TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 5 2.1 Demand Registration 5 2.2 Company Registration 7 2.3 Underwriting Requirements 7 2.4 Obligations of the Company 8 2.5 Furnish Information 10 2.6 Expenses of Registration 10 2.7 Delay of Registration 10 2.8 Indemnificatio |
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| September 27, 2021 |
EX-10.7(A) 10 tm2120816d9ex10-7a.htm EXHIBIT 10.7(A) Exhibit 10.7(a) Consent and First Amendment to Loan and Security Agreement Borrower: Winc, Inc., a Delaware corporation BWSC, LLC, a California limited liability company Address: 5340 Alla Road, Suite 105 Los Angeles, CA 90066 Date: December 23, 2020 This Consent and First Amendment to Loan and Security Agreement and Forbearance Agreement (this |
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| September 27, 2021 |
Exhibit 10.10 EXECUTION VERSION ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this ?Agreement?) is made as of May 12, 2021 (the ?Agreement Date?), by and among BWSC, LLC, a California limited liability company (the ?Buyer?), Natural Merchants, Inc., an Oregon corporation (the ?Seller?), and Edward Field, an individual and sole shareholder of the Seller (the ?Owner?). Each of the Seller, |
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| September 27, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on September 27, 2021. |
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| September 27, 2021 |
Ninth Amended and Restated Certificate of Incorporation Exhibit 3.1 NINTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WINC, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) WINC, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: A.????????????That the name of |
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| September 27, 2021 |
Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF CLUB W, INC. ADOPTED APRIL 23, 2014 ARTICLE I STOCKHOLDERS 1.1 Place of Meetings. All meetings of stockholders shall be held at such place (if any) within or without the State of Delaware as may be designated from time to time by the Board of Directors or the President and Chief Executive Officer. 1.2 Annual Meeting. The annual meeting of stockholders for |
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| September 27, 2021 |
EX-10.7 9 tm2120816d9ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 Loan and Security Agreement Borrower: Winc, Inc, a Delaware corporation BWSC, LLC, a California limited liability company Address: 5340 Alla Road, Suite 105 Los Angeles, CA 90066 Date: December 29, 2017 This Loan and Security Agreement (“Agreement”) is entered into on the above date between Multiplier Capital II, LP, a Delaware limited part |
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| September 27, 2021 |
Exhibit 10.6 CREDIT AGREEMENT dated as of December 15, 2020 between WINC, INC. a Delaware corporation, doing business in California as CLUB W, INC. and BWSC, LLC, a California limited liability company, as Borrowers, and PACIFIC MERCANTILE BANK, a California state-chartered commercial bank, as Bank $7,000,000 TABLE OF CONTENTS Page ARTICLE I LOAN FACILITIES 1 1.1 Revolving Loans 1 1.2 Reserved 1 1 |
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| September 27, 2021 |
Certificate of Amendment of the Amended and Restated Bylaws EX-3.3(A) 4 tm2120816d9ex3-3a.htm EXHIBIT 3.3(A) Exhibit 3.3(a) CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED BYLAWS OF WINC, INC., a Delaware corporation The undersigned is the duly elected, qualified and acting Secretary of Winc, Inc., a Delaware corporation (the “Company”), and does hereby certify that, effective as of December 17, 2019, the board of directors and the stockholders of the |
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| September 27, 2021 |
Subsidiaries of the Registrant EX-21.1 12 tm2120816d9ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Legal Name Jurisdiction of Incorporation BWSC, LLC California |
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| September 24, 2021 |
United States securities and exchange commission logo September 24, 2021 Geoffrey McFarlane Chief Executive Officer Winc, Inc. |
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| September 24, 2021 |
United States securities and exchange commission logo September 24, 2021 Geoffrey McFarlane Chief Executive Officer Winc, Inc. |
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| September 13, 2021 |
TABLE OF CONTENTS As confidentially submitted with the U.S. Securities and Exchange Commission on September 13, 2021 as Amendment No. 2 to the initial confidential submission. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCH |
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| September 13, 2021 |
United States Securities and Exchange Commission 650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh September 13, 2021 Düsseldorf San Diego Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley VIA EDGAR London Sin |
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| September 3, 2021 |
United States securities and exchange commission logo September 3, 2021 Geoffrey McFarlane Chief Executive Officer Winc, Inc. |
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| August 27, 2021 |
TABLE OF CONTENTS Exhibit 99.1? INFORMATION STATEMENT TABLE OF CONTENTS? TABLE OF CONTENTS ? TRADEMARKS AND TRADENAMES ? ? ? ? i ? ? ? GLOSSARY ? ? ? ? i ? ? ? RISK FACTORS ? ? ? ? 1 ? ? ? SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ? ? ? ? 49 ? ? ? DIVIDEND POLICY ? ? ? ? 51 ? ? ? MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ? ? ? ? 52 ? ? ? BUSINESS |
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| August 27, 2021 |
Ninth Amended and Restated Certificate of Incorporation, as amended to date Exhibit 3.1 NINTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WINC, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) WINC, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: A.????????????That the name of |
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| August 27, 2021 |
Exhibit 10.1 Winc, Inc. SEVENTH amended and restated Investors? Rights AGREEMENT Effective Date: April 6, 2021 TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 5 2.1 Demand Registration 5 2.2 Company Registration 7 2.3 Underwriting Requirements 7 2.4 Obligations of the Company 8 2.5 Furnish Information 10 2.6 Expenses of Registration 10 2.7 Delay of Registration 10 2.8 Indemnificatio |
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| August 27, 2021 |
10-12G 1 tm2125681-11012g.htm 10-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 Winc, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 45-2988960 (I.R.S. Employer I |
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| August 27, 2021 |
Certificate of Amendment of the Amended and Restated Bylaws Exhibit 3.2(a) CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED BYLAWS OF WINC, INC., a Delaware corporation The undersigned is the duly elected, qualified and acting Secretary of Winc, Inc., a Delaware corporation (the ?Company?), and does hereby certify that, effective as of December 17, 2019, the board of directors and the stockholders of the Company have each approved an amendment to the A |
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| August 27, 2021 |
Exhibit 10.3 CREDIT AGREEMENT dated as of December 15, 2020 between WINC, INC. a Delaware corporation, doing business in California as CLUB W, INC. and BWSC, LLC, a California limited liability company, as Borrowers, and PACIFIC MERCANTILE BANK, a California state-chartered commercial bank, as Bank $7,000,000 TABLE OF CONTENTS Page ARTICLE I LOAN FACILITIES 1 1.1 Revolving Loans 1 1.2 Reserved 1 1 |
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| August 27, 2021 |
EX-10.2 6 tm2120816d3ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 WINC, INC. (FORMERLY KNOWN AS CLUB W, INC.) 2013 STOCK PLAN Adopted on August 29, 2013 As amended April 18, 2014, July 14, 2017, April 26, 2019, And August 3, 2020 AMENDMENTS TO WINC, INC. 2013 STOCK PLAN The following sets forth certain duly adopted amendments to the 2013 Stock Plan (the “Plan”) of Winc, Inc. (formerly known as Club W, Inc |
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| August 27, 2021 |
Exhibit 10.5 EXECUTION VERSION ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this ?Agreement?) is made as of May 12, 2021 (the ?Agreement Date?), by and among BWSC, LLC, a California limited liability company (the ?Buyer?), Natural Merchants, Inc., an Oregon corporation (the ?Seller?), and Edward Field, an individual and sole shareholder of the Seller (the ?Owner?). Each of the Seller, t |
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| August 27, 2021 |
Subsidiaries of the Registrant EX-21.1 12 tm2120816d3ex21-1.htm EXHIBIT 21.1 Exhibit 21.1 Legal Name Jurisdiction of Incorporation BWSC, LLC California |
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| August 27, 2021 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF CLUB W, INC. ADOPTED APRIL 23, 2014 ARTICLE I STOCKHOLDERS 1.1 Place of Meetings. All meetings of stockholders shall be held at such place (if any) within or without the State of Delaware as may be designated from time to time by the Board of Directors or the President and Chief Executive Officer. 1.2 Annual Meeting. The annual meeting of stockholders for |
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| August 27, 2021 |
Exhibit 10.4(a) Consent and First Amendment to Loan and Security Agreement Borrower: Winc, Inc., a Delaware corporation BWSC, LLC, a California limited liability company Address: 5340 Alla Road, Suite 105 Los Angeles, CA 90066 Date: December 23, 2020 This Consent and First Amendment to Loan and Security Agreement and Forbearance Agreement (this ?Agreement?) is entered into on the above date, by an |
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| August 27, 2021 |
Form of Stock Option Agreement under 2013 Stock Plan Exhibit 10.2(a) Winc, Inc. 2013 Stock Plan Notice of Stock Option Grant (Installment Exercise) The Optionee has been granted the following option to purchase shares of the Common Stock of Winc, Inc. (formerly known as Club W, Inc.): Name of Optionee: <> Total Number of Shares: <> Type of Option: <> Exercise Price per Share: <<$Price per Share>> Date of Grant: <> Date Exercisable: This option may b |
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| August 27, 2021 |
EX-10.4 9 tm2120816d3ex10-4.htm EXHIBIT 10.4 Exhibit 10.4 Loan and Security Agreement Borrower: Winc, Inc, a Delaware corporation BWSC, LLC, a California limited liability company Address: 5340 Alla Road, Suite 105 Los Angeles, CA 90066 Date: December 29, 2017 This Loan and Security Agreement (“Agreement”) is entered into on the above date between Multiplier Capital II, LP, a Delaware limited part |
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| August 18, 2021 |
AMENDED AND RESTATED BYLAWS CLUB W, INC. ADOPTED APRIL 23, 2014 ARTICLE I EX-3.3 3 filename3.htm Exhibit 3.3 AMENDED AND RESTATED BYLAWS OF CLUB W, INC. ADOPTED APRIL 23, 2014 ARTICLE I STOCKHOLDERS 1.1 Place of Meetings. All meetings of stockholders shall be held at such place (if any) within or without the State of Delaware as may be designated from time to time by the Board of Directors or the President and Chief Executive Officer. 1.2 Annual Meeting. The annual meet |
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| August 18, 2021 |
Exhibit 10.1 Winc, Inc. SEVENTH amended and restated Investors? Rights AGREEMENT Effective Date: April 6, 2021 TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 5 2.1 Demand Registration 5 2.2 Company Registration 7 2.3 Underwriting Requirements 7 2.4 Obligations of the Company 8 2.5 Furnish Information 10 2.6 Expenses of Registration 10 2.7 Delay of Registration 10 2.8 Indemnificatio |
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| August 18, 2021 |
Exhibit 10.7 Loan and Security Agreement Borrower: Winc, Inc, a Delaware corporation BWSC, LLC, a California limited liability company Address: 5340 Alla Road, Suite 105 Los Angeles, CA 90066 Date: December 29, 2017 This Loan and Security Agreement (?Agreement?) is entered into on the above date between Multiplier Capital II, LP, a Delaware limited partnership (?Multiplier?), with an address at 2 |
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| August 18, 2021 |
TABLE OF CONTENTS As confidentially submitted with the U.S. Securities and Exchange Commission on August 17, 2021 as Amendment No. 1 to the initial confidential submission. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-?????? ? ? UNITED STATES SECURITIES AND EX |
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| August 18, 2021 |
Exhibit 3.1 NINTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WINC, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) WINC, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: A.????????????That the name of |
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| August 18, 2021 |
Exhibit 10.6 CREDIT AGREEMENT dated as of December 15, 2020 between WINC, INC. a Delaware corporation, doing business in California as CLUB W, INC. and BWSC, LLC, a California limited liability company, as Borrowers, and PACIFIC MERCANTILE BANK, a California state-chartered commercial bank, as Bank $7,000,000 TABLE OF CONTENTS Page ARTICLE I LOAN FACILITIES 1 1.1 Revolving Loans 1 1.2 Reserved 1 1 |
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| August 18, 2021 |
Exhibit 10.10 EXECUTION VERSION ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this ?Agreement?) is made as of May 12, 2021 (the ?Agreement Date?), by and among BWSC, LLC, a California limited liability company (the ?Buyer?), Natural Merchants, Inc., an Oregon corporation (the ?Seller?), and Edward Field, an individual and sole shareholder of the Seller (the ?Owner?). Each of the Seller, |
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| August 18, 2021 |
Consent and First Amendment to Loan and Security Agreement Exhibit 10.7(a) Consent and First Amendment to Loan and Security Agreement Borrower: Winc, Inc., a Delaware corporation BWSC, LLC, a California limited liability company Address: 5340 Alla Road, Suite 105 Los Angeles, CA 90066 Date: December 23, 2020 This Consent and First Amendment to Loan and Security Agreement and Forbearance Agreement (this ?Agreement?) is entered into on the above date, by an |
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| August 18, 2021 |
Exhibit 10.3 WINC, INC. (FORMERLY KNOWN AS CLUB W, INC.) 2013 STOCK PLAN Adopted on August 29, 2013 As amended April 18, 2014, July 14, 2017, April 26, 2019, And August 3, 2020 AMENDMENTS TO WINC, INC. 2013 STOCK PLAN The following sets forth certain duly adopted amendments to the 2013 Stock Plan (the ?Plan?) of Winc, Inc. (formerly known as Club W, Inc.): 1. As of the April 18, 2014, the number o |
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| August 18, 2021 |
CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED BYLAWS OF WINC, INC., a Delaware corporation EX-3.3A 4 filename4.htm Exhibit 3.3(a) CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED BYLAWS OF WINC, INC., a Delaware corporation The undersigned is the duly elected, qualified and acting Secretary of Winc, Inc., a Delaware corporation (the “Company”), and does hereby certify that, effective as of December 17, 2019, the board of directors and the stockholders of the Company have each approv |
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| August 18, 2021 |
Exhibit 21.1 Legal Name Jurisdiction of Incorporation BWSC, LLC California |
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| August 18, 2021 |
Winc, Inc. 2013 Stock Plan Notice of Stock Option Grant (Installment Exercise) EX-10.3A 7 filename7.htm Exhibit 10.3(a) Winc, Inc. 2013 Stock Plan Notice of Stock Option Grant (Installment Exercise) The Optionee has been granted the following option to purchase shares of the Common Stock of Winc, Inc. (formerly known as Club W, Inc.): Name of Optionee: <> Total Number of Shares: <> Type of Option: <> Exercise Price per Share: <<$Price per Share>> Date of Grant: <> Date Exerc |
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| August 17, 2021 |
Division of Corporation Finance DRSLTR 1 filename1.htm 650 Town Center Drive, 20th Floor Costa Mesa, California 92626-1925 Tel: +1.714.540.1235 Fax: +1.714.755.8290 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris Dubai Riyadh Düsseldorf San Diego August 17, 2021 Frankfurt San Francisco Hamburg Seoul Hong Kong Shanghai Houston Silicon Valley London Singap |
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| July 30, 2021 |
United States securities and exchange commission logo July 30, 2021 Geoffrey McFarlane Chief Executive Officer Winc, Inc. |
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| July 2, 2021 |
DRS 1 filename1.htm TABLE OF CONTENTS As confidentially submitted with the U.S. Securities and Exchange Commission on July 2, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM |
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| May 11, 2021 |
Exhibit 3.4 THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGI |
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| May 11, 2021 |
Form of Seventh Amended and Restated Voting Agreement (1) Exhibit 3.1 Winc, Inc. SEVENTH amended and restated VOTING AGREEMENT Effective Date: February [?], 2021 TABLE OF CONTENTS Page TABLE OF CONTENTS i 1. Voting Provisions Regarding Board of Directors 2 1.1 Size of the Board 2 1.2 Board Composition 2 1.3 Failure to Designate a Board Member 3 1.4 Removal of Board Members 4 1.5 No Liability for Election of Recommended Directors 4 1.6 No ?Bad Actor? Desi |
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| May 11, 2021 |
EX1K-6 MAT CTRCT 11 tm2114382d1ex6-6.htm EXHIBIT 6.6 Exhibit 6.6 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (the “Pledge Agreement”) is entered into as of February 1, 2021, by and between Brian Smith (“Pledgor”), and Winc, Inc., a Delaware corporation (the “Secured Party”). RECITALS WHEREAS, concurrently with the execution and delivery of this Pledge Agreement, Pledgor has executed and del |
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| May 11, 2021 |
EX1K-6 MAT CTRCT 10 tm2114382d1ex6-5.htm EXHIBIT 6.5 Exhibit 6.5 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (the “Pledge Agreement”) is entered into as of February 1, 2021, by and between Geoffrey McFarlane (“Pledgor”), and Winc, Inc., a Delaware corporation (the “Secured Party”). RECITALS WHEREAS, concurrently with the execution and delivery of this Pledge Agreement, Pledgor has executed |
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| May 11, 2021 |
EX1K-3 HLDRS RTS 8 tm2114382d1ex3-5.htm EXHIBIT 3.5 Exhibit 3.5 Winc, Inc. Series F Preferred Stock AND WARRANT Purchase AGREEMENT Initial Closing Date: February [●], 2021 TABLE OF CONTENTS Page 1. Purchase and Sale of Preferred Stock AND WARRANTS 1 1.1 Sale and Issuance of Shares and Warrants 1 1.2 Closing; Delivery 2 1.3 Certain Defined Terms Used in this Agreement 2 2. Representations and Warra |
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| May 11, 2021 |
Ninth Amended and Restated Certificate of Incorporation (1) Exhibit 2.1 NINTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WINC, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) WINC, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: A. That the name of the corpor |
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| May 11, 2021 |
Form of Seventh Amended and Restated Investors’ Rights Agreement (1) EX1K-3 HLDRS RTS 6 tm2114382d1ex3-3.htm EXHIBIT 3.3 Exhibit 3.3 Winc, Inc. SEVENTH amended and restated Investors’ Rights AGREEMENT Effective Date: February [●], 2021 TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 5 2.1 Demand Registration 5 2.2 Company Registration 7 2.3 Underwriting Requirements 7 2.4 Obligations of the Company 9 2.5 Furnish Information 10 2.6 Expenses of Registr |
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| May 11, 2021 |
EX1K-6 MAT CTRCT 9 tm2114382d1ex6-4.htm EXHIBIT 6.4 Exhibit 6.4 CREDIT AGREEMENT dated as of December 15, 2020 between WINC, INC. a Delaware corporation, doing business in California as CLUB W, INC. and BWSC, LLC, a California limited liability company, as Borrowers, and PACIFIC MERCANTILE BANK, a California state-chartered commercial bank, as Bank $7,000,000 TABLE OF CONTENTS Page ARTICLE I LOAN |
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| May 11, 2021 |
PART II 2 tm2114382d1partii.htm PART II UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended December 31, 2020 Winc, Inc. (Exact name of registrant as specified in its charter) Delaware 45-2988960 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer |
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| May 11, 2021 |
EX1K-6 MAT CTRCT 12 tm2114382d1ex6-7.htm EXHIBIT 6.7 Exhibit 6.7 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (the “Pledge Agreement”) is entered into as of February 1, 2021, by and between Matthew Thelen (“Pledgor”), and Winc, Inc., a Delaware corporation (the “Secured Party”). RECITALS WHEREAS, concurrently with the execution and delivery of this Pledge Agreement, Pledgor has executed and |
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| May 11, 2021 |
EX1K-6 MAT CTRCT 13 tm2114382d1ex6-8.htm EXHIBIT 6.8 Exhibit 6.8 STOCK PLEDGE AGREEMENT THIS STOCK PLEDGE AGREEMENT (the “Pledge Agreement”) is entered into as of April 29, 2021, by and between Carol Brault (“Pledgor”), and Winc, Inc., a Delaware corporation (the “Secured Party”). RECITALS WHEREAS, concurrently with the execution and delivery of this Pledge Agreement, Pledgor has executed and deli |
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| May 11, 2021 |
Form of Seventh Amended and Restated Right of First Refusal and Co-Sale Agreement (1) EX1K-3 HLDRS RTS 5 tm2114382d1ex3-2.htm EXHIBIT 3.2 Exhibit 3.2 Winc, Inc. Seventh amended and restated Right of first Refusal and co-Sale AGREEMENT Effective Date: February [●], 2021 TABLE OF CONTENTS Page 1. Definitions 1 2. Rights of First Refusal and Co-Sale 4 (a) Right of First Refusal 4 (b) Right of Co-Sale 6 (c) Effect of Failure to Comply 7 3. Exempt Transfers 7 4. Legend 8 5. Miscellaneou |
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| December 17, 2020 |
Supplement filed pursuant to Rule 253(g)(2) File No. 024-11266 SUPPLEMENT DATED DECEMBER 17, 2020 TO OFFERING CIRCULAR DATED AUGUST 12, 2020 Winc, Inc. This document supplements, and should be read in conjunction with, the Offering Circular (the “Offering Circular”) dated August 12, 2020 of Winc, Inc. (the “Company”). Unless otherwise defined in this supplement, capitalized terms used in this supp |
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| September 25, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA x SEMIANNUAL REPORT PURSUANT TO REGULATION A or ¨ SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2020 Winc, Inc. (Exact name of registrant as specified in its charter) Delaware 45-2988960 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer |
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| August 14, 2020 |
Filed pursuant to Rule 253(g)(2) File No. 024-11266 OFFERING CIRCULAR DATED AUGUST 12, 2020 Winc, Inc. 5340 Alla Road, Suite 105 Los Angeles, CA 90066 855-282-5829 www.winc.com UP TO 10,000,000 SHARES OF SERIES E PREFERRED STOCK CONVERTIBLE INTO 10,000,000 SHARES OF COMMON STOCK* SEE “SECURITIES BEING OFFERED” AT PAGE 36 Minimum Individual Investment: 572 Shares $1,001 We are offering up to 10,000 |
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| August 7, 2020 |
Mara Ransom Chief Office of Trade & Services Division of Corporation Finance Securities and Exchange Commission Washington, DC 20549 August 7, 2020 Re: Winc, Inc. |
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| August 4, 2020 |
12 Opinion of CrowdCheck Law LLP Exhibit 12 Winc, Inc. 5340 Alla Road, Suite 105 Los Angeles, CA 90066 August 4, 2020 To the Board of Directors: We are acting as counsel to Winc, Inc. (the “Company”) with respect to the preparation and filing of an offering statement on Form 1-A. The offering statement covers the contemplated sale of up to 10,000,000 shares of the Company's Series E Preferred Stock, as well as the Common Stock in |
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| August 4, 2020 |
Explanatory Note Winc, Inc. has prepared this Form 1-A/A solely for the purpose of filing Exhibit 12. PART III EXHIBITS 2.1 Seventh Amended and Restated Certificate of Incorporation (1) 2.2 Form of Eighth Amended and Restated Certificate of Incorporation * 2.3 Bylaws (2) 2.4 Second Amendment to Amended and Restated Bylaws (3) 3.1 Form of Sixth Amended and Restated Voting Agreement * 3.2 Form of Si |
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| July 29, 2020 |
United States securities and exchange commission logo July 28, 2020 Matt Thelen General Counsel Winc, Inc. |
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| July 29, 2020 |
United States securities and exchange commission logo July 28, 2020 Matt Thelen General Counsel Winc, Inc. |
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| July 10, 2020 |
An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. |
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| July 10, 2020 |
8 Form of Escrow Services Agreement with Prime Trust, LLC Exhibit 8 ESCROW SERVICES AGREEMENT This Escrow Services Agreement (this “Agreement”) is made and entered into as of , 2020 by and between Prime Trust, LLC (“Prime Trust” or “Escrow Agent”) and Winc Inc (“Issuer”). |
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| July 10, 2020 |
3.1 Form of Sixth Amended and Restated Voting Agreement Exhibit 3.1 Winc, Inc. Sixth amended and restated VOTING AGREEMENT Effective Date: [ ], 2020 TABLE OF CONTENTS Page TABLE OF CONTENTS i 1. Voting Provisions Regarding Board of Directors 2 1.1 Size of the Board 2 1.2 Board Composition 2 1.3 Failure to Designate a Board Member 4 1.4 Removal of Board Members 4 1.5 No Liability for Election of Recommended Directors 4 1.6 No “Bad Actor” Designees 4 2. |
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| July 10, 2020 |
6.7 Pay-off letter from Western Alliance Bank Exhibit 6.7 May 29, 2020 Winc. Inc. BWSC, LLC 5340 Alla Road, Suite 105 Los Angeles, CA 90066 Loan Number: 21824-3 Borrower: Winc., Inc. and BWSC, LLC Reference is made to the Loan and Security Agreement, dated as of October 15, 2014, as may be amended, modified and restated (the "Loan and Security Agreement") between Winc., Inc. ("Winc") and BWSC, LLC ("BWSC") and Western Alliance Bank ("Bank"). |
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| July 10, 2020 |
4 Form of subscription agreement Exhibit 4 SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC |
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| July 10, 2020 |
6.5 Broker-Dealer Agreement with Dalmore Group, LLC. Exhibit 6.5 Broker-Dealer Agreement This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Winc, Inc. (“Client”) a Delaware Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective of June 24, 2020 (the “Effective Date”): Whereas, Dalmore is a |
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| July 10, 2020 |
2.2 Form of Eighth Amended and Restated Certificate of Incorporation EX1A-2A CHARTER 3 tm2024262d1ex2-2.htm EXHIBIT 2.2 Exhibit 2.2 EIGHTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WINC, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) WINC, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), |
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| July 10, 2020 |
3.3 Form of Sixth Amended and Restated Investors’ Rights Agreement Exhibit 3.3 Winc, Inc. SIXTH amended and restated Investors’ Rights AGREEMENT Effective Date: [ ], 2020 TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 5 2.1 Demand Registration 5 2.2 Company Registration 6 2.3 Underwriting Requirements 7 2.4 Obligations of the Company 8 2.5 Furnish Information 10 2.6 Expenses of Registration 10 2.7 Delay of Registration 10 2.8 Indemnification 10 2. |
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| July 10, 2020 |
3.2 Form of Sixth Amended and Restated Right of First Refusal and Co-Sale Agreement Exhibit 3.2 Winc, Inc. Sixth amended and restated Right of first Refusal and co-Sale AGREEMENT Effective Date: [ ], 2020 TABLE OF CONTENTS Page 1. Definitions 1 2. Rights of First Refusal and Co-Sale 4 (a) Right of First Refusal 4 (b) Right of Co-Sale 5 (c) Effect of Failure to Comply 7 3. Exempt Transfers 7 4. Legend 8 5. Miscellaneous 9 (a) Term 9 (b) Costs of Enforcement 9 (c) Notices 9 (d) Ent |
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| July 10, 2020 |
11 Consent of Squar Milner LLP Exhibit 11 Consent of Independent Registered Public Accounting Firm We consent to the use in this Regulation A Offering Statement on Form 1-A of Winc, Inc. |
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| April 29, 2020 |
Exhibit 6.6 LOAN AND SECURITY MODIFICATION AGREEMENT (Amendment) This Loan and Security Modification Agreement (1his "Modification Agreement") is entered into as of March 24, 2020, by and among WINC, INC. (f/k/a Club W, Inc.), a Delaware corporation ("Wine"), BWSC, LLC, a California limited liability company (''BWSC", and together with Wine, individually and collectively, jointly and severally, "B |
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| April 29, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-K ANNUAL REPORT PURSUANT TO REGULATION A OF THE SECURITIES ACT OF 1933 For the fiscal year ended December 31, 2019 Winc, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 024-11050 Delaware 45-2988960 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identi |
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| April 14, 2020 |
Filed pursuant to Rule 253(g)(2) File No. 024-11050 OFFERING CIRCULAR DATED APRIL 14, 2020 Winc, Inc. 5340 Alla Road, Suite 105 Los Angeles, CA 90066 855-282-5829 www.winc.com UP TO 10,611,205 SHARES OF SERIES D PREFERRED STOCK CONVERTIBLE INTO 10,611,205 SHARES OF COMMON STOCK* SEE ?SECURITIES BEING OFFERED? AT PAGE 48 Minimum Individual Investment: 707 Shares $999.42 We are offering up to 10,611 |
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| March 27, 2020 |
SUPPLEMENT DATED MARCH 27, 2020 TO OFFERING CIRCULAR DATED DECEMBER 19, 2019 Winc, Inc. Supplement filed pursuant to Rule 253(g)(2) File No. 024-11050 SUPPLEMENT DATED MARCH 27, 2020 TO OFFERING CIRCULAR DATED DECEMBER 19, 2019 Winc, Inc. This document supplements, and should be read in conjunction with, the Offering Circular (the ?Offering Circular?) dated December 19, 2019 of Winc, Inc. (the ?Company?). Unless otherwise defined in this supplement, capitalized terms used in this sup |
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| February 14, 2020 |
SUPPLEMENT DATED FEBRUARY 14, 2020 TO OFFERING CIRCULAR DATED DECEMBER 19, 2019 Winc, Inc. 253G2 1 tm208143d1253g2.htm 253G2 Supplement filed pursuant to Rule 253(g)(2) File No. 024-11050 SUPPLEMENT DATED FEBRUARY 14, 2020 TO OFFERING CIRCULAR DATED DECEMBER 19, 2019 Winc, Inc. This document supplements, and should be read in conjunction with, the Offering Circular (the “Offering Circular”) dated December 19, 2019 of Winc, Inc. (the “Company”). Unless otherwise defined in this supplemen |
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| December 23, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 1-SA ¨ SEMIANNUAL REPORT PURSUANT TO REGULATION A or x SPECIAL FINANCIAL REPORT PURSUANT TO REGULATION A For the fiscal semiannual period ended: June 30, 2019 Winc, Inc. (Exact name of registrant as specified in its charter) Delaware 45-2988960 (State or other jurisdiction of incorporation or organization) (I.R.S. Employe |
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| December 20, 2019 |
253G2 1 tm19265501253g2.htm 253G2 Filed pursuant to Rule 253(g)(2) File No. 024-11050 OFFERING CIRCULAR DATED DECEMBER 19, 2019 Winc, Inc. 5340 Alla Road, Suite 105 Los Angeles, CA 90066 855-282-5829 www.winc.com UP TO 10,611,205 SHARES OF SERIES D PREFERRED STOCK CONVERTIBLE INTO 10,611,205 SHARES OF COMMON STOCK* SEE “SECURITIES BEING OFFERED” AT PAGE 48 Minimum Individual Investment: 707 Shares |
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| September 27, 2019 |
Filed pursuant to Rule 253(g)(2) File No. 024-11050 OFFERING CIRCULAR DATED SEPTEMBER 26, 2019 Winc, Inc. 5340 Alla Road, Suite 105 Los Angeles, CA 90066 855-282-5829 www.winc.com UP TO 10,611,205 SHARES OF SERIES D PREFERRED STOCK CONVERTIBLE INTO 10,611,205 SHARES OF COMMON STOCK* SEE “SECURITIES BEING OFFERED” AT PAGE 48 Minimum Individual Investment: 707 Shares $999.42 We are offering a minimu |
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| September 27, 2019 |
Filed pursuant to Rule 253(g)(2) File No. 024-11050 OFFERING CIRCULAR DATED SEPTEMBER 26, 2019 Winc, Inc. 5340 Alla Road, Suite 105 Los Angeles, CA 90066 855-282-5829 www.winc.com UP TO 10,611,205 SHARES OF SERIES D PREFERRED STOCK CONVERTIBLE INTO 10,611,205 SHARES OF COMMON STOCK* SEE “SECURITIES BEING OFFERED” AT PAGE 48 Minimum Individual Investment: 708 Shares $1,000.83 We are offering a mini |
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| September 24, 2019 |
Mara Ransom Assistant Director Office of Consumer Products Division of Corporation Finance Securities and Exchange Commission Washington, DC 20549 September 24, 2019 Re: Winc, Inc. |
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| September 23, 2019 |
CORRESP 1 filename1.htm Mara Ransom Assistant Director Office of Consumer Products Division of Corporation Finance Securities and Exchange Commission Washington, DC 20549 September 23, 2019 Re: Winc, Inc. Amendment No. 2 to Offering Statement on Form 1-A Filed September 20, 2019 File No. 024-11050 Dear Ms. Ransom: Winc, Inc. (the “Company”) is submitting this letter to confirm the telephone conver |
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| September 20, 2019 |
Mara Ransom Assistant Director Office of Consumer Products Division of Corporation Finance Securities and Exchange Commission Washington, DC 20549 September 20, 2019 Re: Winc, Inc. |
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| September 20, 2019 |
An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. |
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| September 20, 2019 |
Form of subscription agreement (8) Exhibit 4 SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC |
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| September 20, 2019 |
Escrow Agreement with The Bryn Mawr Trust Company (15) Exhibit 8 ESCROW AGREEMENT FOR SECURITIES OFFERING THIS ESCROW AGREEMENT, dated as of 9/3/2019 (?Escrow Agreement?), is by and between SI Securities, LLC (?SI Securities?), Winc, Inc. |
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| September 20, 2019 |
Consent of Independent Registered Public Accounting Firm Exhibit 11 Consent of Independent Registered Public Accounting Firm We consent to the use, in this Regulation A Offering Statement on Form 1-A/A of Winc, Inc. |
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| September 20, 2019 |
Exhibit 13.2 Lauren: Hi, everyone. Thank you for taking the time to join us today for our Reg A+ plus webinar featuring Monogram Orthopedics, Winc, Graze and NowRx. My name is Lauren and I'm part of the venture growth team here at SeedInvest. 00:16 We are very excited to have these four companies here with us today. As a reminder if you have any specific questions that you would like for the compa |
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| September 18, 2019 |
September 18, 2019 Geoffrey McFarlane Chief Executive Officer Winc, Inc. 5340 Alla Road, Suite 105 Los Angeles, CA 90066 Re: Winc, Inc. Amendment No. 1 to Offering Statement on Form 1-A Filed September 9, 2019 File No. 024-11050 Dear Mr. McFarlane: We have reviewed your amended offering statement and have the following comments. In some of our comments, we may ask you to provide us with informatio |
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| September 9, 2019 |
Consent of Independent Registered Public Accounting Firm Exhibit 11 Consent of Independent Registered Public Accounting Firm We consent to the use, in this Regulation A Offering Statement on Form 1-A/A of Winc, Inc. |
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| September 9, 2019 |
Exhibit 12 Winc, Inc. 340 Alla Road, Suite 105 Los Angeles, CA 90066 September 9, 2019 To the Board of Directors: We are acting as counsel to Winc, Inc. (the “Company”) with respect to the preparation and filing of an offering statement on Form 1-A. The offering statement covers the contemplated sale of up to 10,611,205 shares of the Company's Series D Preferred Stock, as well as the Common Stock |
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| September 9, 2019 |
Mara Ransom Assistant Director Office of Consumer Products Division of Corporation Finance Securities and Exchange Commission Washington, DC 20549 September 9, 2019 Re: Winc, Inc. |
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| September 9, 2019 |
Loan and Security Agreement with Western Alliance Bank (4) Exhibit 6.1 CLUB W, INC. bwsc, llc WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION LOAN AND SECURITY AGREEMENT This Loan And Security Agreement is entered into as of October 5, 2015, by and between Western Alliance Bank, an Arizona corporation (“Bank”), and CLUB W, INC., a Delaware corporation and BWSC, LLC, a Delaware limited liability company (each a “Borrower” and collectively, the “Borrowers”). |
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| September 9, 2019 |
ESCROW AGREEMENT FOR SECURITIES OFFERING Exhibit 8 ESCROW AGREEMENT FOR SECURITIES OFFERING THIS ESCROW AGREEMENT, dated as of 9/3/2019 (“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), Winc, Inc. |
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| September 9, 2019 |
Loan and Security Modification Agreement with Western Alliance Bank (6) Exhibit 6.3 LOAN AND SECURITY MODIFICATION AGREEMENT (Default Waiver and Amendment) This Loan and Security Modification Agreement (this “Modification Agreement”) is entered into as of August 2, 2019, by and among Winc, Inc. (f/k/a Club W, Inc.), a Delaware corporation (“Winc”), BWSC, LLC, a California limited liability company (“BWSC”, and together with Winc, individually and collectively, jointly |
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| September 9, 2019 |
Exhibit 2.2 SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WINC, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) WINC, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: A. That the name of the corp |
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| September 9, 2019 |
Form of Fifth Amended and Restated Voting Agreement (5) Exhibit 3.1 Winc, Inc. Fifth amended and restated VOTING AGREEMENT Effective Date: , 2019 TABLE OF CONTENTS Page 1. Voting Provisions Regarding Board of Directors 2 1.1 Size of the Board 2 1.2 Board Composition 2 1.3 Failure to Designate a Board Member 3 1.4 Removal of Board Members 4 1.5 No Liability for Election of Recommended Directors 4 1.6 No ?Bad Actor? Designees 4 2. Vote to Increase Author |
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| September 9, 2019 |
Issuer agreement with SI Securities, LLC (1) Exhibit 1 SI Securities, LLC 116 W Houston St., 6th Floor New York, NY 10012 THIS AGREEMENT (this “Agreement”) is entered into as of July 12th, 2019 (the "Effective Date") by and among Winc, Inc. (the "Company") and SI Securities, LLC ("SI Securities" and, together with Company, the “Parties” and each, a “Party”) regarding its proposed offering of equity securities, convertible debt, or other secu |
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| September 9, 2019 |
Form of Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement (6) Exhibit 3.2 Winc, Inc. fIFth amended and restated Right of first Refusal and co-Sale AGREEMENT Effective Date: , 2019 TABLE OF CONTENTS Page 1. Definitions 1 2. Rights of First Refusal and Co-Sale 4 (a) Right of First Refusal 4 (b) Right of Co-Sale 5 (c) Effect of Failure to Comply 7 3. Exempt Transfers 7 4. Legend 8 5. Miscellaneous 8 (a) Term 8 (b) Costs of Enforcement 9 (c) Notices 9 (d) Entire |
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| September 9, 2019 |
Form of Fifth Amended and Restated Investors’ Rights Agreement (7) Exhibit 3.3 Winc, Inc. fIFth amended and restated Investors’ Rights AGREEMENT Effective Date: , 2019 TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 5 2.1 Demand Registration 5 2.2 Company Registration 6 2.3 Underwriting Requirements 7 2.4 Obligations of the Company 8 2.5 Furnish Information 9 2.6 Expenses of Registration 10 2.7 Delay of Registration 10 2.8 Indemnification 10 2.9 Re |
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| September 9, 2019 |
An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. |
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| September 9, 2019 |
Exhibit 4 SUBSCRIPTION AGREEMENT THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC |
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| September 9, 2019 |
Exhibit 13 In the Field Winc winemaker Ryan Zotovich Ryan Zotovich: At the end of the day, you're just trying to make people happy. |
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| August 28, 2019 |
August 28, 2019 Geoffrey McFarlane Chief Executive Officer Winc, Inc. 5340 Alla Road, Suite 105 Los Angeles, CA 90066 Re: Winc, Inc. Offering Statement on Form 1-A Filed July 29, 2019 File No. 024-11050 Dear Mr. McFarlane: We have reviewed your offering statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your |
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| July 29, 2019 |
Exhibit 2.3 AMENDED AND RESTATED BYLAWS OF CLUB W, INC. ADOPTED APRIL 23, 2014 AMENDED AND RESTATED BYLAWS OF CLUB W, INC. ARTICLE I STOCKHOLDERS 1.1 Place of Meetings. All meetings of stockholders shall be held at such place (if any) within or without the State of Delaware as may be designated from time to time by the Board of Directors or the President and Chief Executive Officer. 1.2 Annual Mee |
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| July 29, 2019 |
Exhibit 3.3 Winc, Inc. fIFth amended and restated Investors’ Rights AGREEMENT Effective Date: , 2019 TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 5 2.1 Demand Registration 5 2.2 Company Registration 6 2.3 Underwriting Requirements 7 2.4 Obligations of the Company 8 2.5 Furnish Information 9 2.6 Expenses of Registration 10 2.7 Delay of Registration 10 2.8 Indemnification 10 2.9 Re |
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| July 29, 2019 |
CLUB W, INC. bwsc, llc WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION LOAN AND SECURITY AGREEMENT Exhibit 6.1 CLUB W, INC. bwsc, llc WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION LOAN AND SECURITY AGREEMENT This Loan And Security Agreement is entered into as of October 5, 2015, by and between Western Alliance Bank, an Arizona corporation (“Bank”), and CLUB W, INC., a Delaware corporation and BWSC, LLC, a Delaware limited liability company (each a “Borrower” and collectively, the “Borrowers”). |
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| July 29, 2019 |
Exhibit 2.1 SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WINC, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) WINC, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: A. That the name of the corpor |
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| July 29, 2019 |
Winc, Inc. Fifth amended and restated VOTING AGREEMENT Effective Date: _____, 2019 TABLE OF CONTENTS Exhibit 3.1 Winc, Inc. Fifth amended and restated VOTING AGREEMENT Effective Date: , 2019 TABLE OF CONTENTS Page 1. Voting Provisions Regarding Board of Directors 2 1.1 Size of the Board 2 1.2 Board Composition 2 1.3 Failure to Designate a Board Member 3 1.4 Removal of Board Members 4 1.5 No Liability for Election of Recommended Directors 4 1.6 No “Bad Actor” Designees 4 2. Vote to Increase Author |
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| July 29, 2019 |
SI Securities, LLC – Regulation A Issuer Agreement Exhibit 1 SI Securities, LLC 116 W Houston St., 6th Floor New York, NY 10012 THIS AGREEMENT (this “Agreement”) is entered into as of July 12th, 2019 (the "Effective Date") by and among Winc, Inc. (the "Company") and SI Securities, LLC ("SI Securities" and, together with Company, the “Parties” and each, a “Party”) regarding its proposed offering of equity securities, convertible debt, or other secu |
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| July 29, 2019 |
Exhibit 2.2 SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WINC, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) WINC, INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: A. That the name of the corp |
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| July 29, 2019 |
Loan and Security Agreement with Multiplier Capital (5) Exhibit 6.2 Loan and Security Agreement Borrower: Winc, Inc, a Delaware corporation BWSC, LLC, a California limited liability company Address: 5340 Alla Road, Suite 105 Los Angeles, CA 90066 Date: December 29, 2017 This Loan and Security Agreement (?Agreement?) is entered into on the above date between Multiplier Capital II, LP, a Delaware limited partnership (?Multiplier?), with an address at 2 W |
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| July 29, 2019 |
Exhibit 3.2 Winc, Inc. fIFth amended and restated Right of first Refusal and co-Sale AGREEMENT Effective Date: , 2019 TABLE OF CONTENTS Page 1. Definitions 1 2. Rights of First Refusal and Co-Sale 4 (a) Right of First Refusal 4 (b) Right of Co-Sale 5 (c) Effect of Failure to Comply 7 3. Exempt Transfers 7 4. Legend 8 5. Miscellaneous 8 (a) Term 8 (b) Costs of Enforcement 9 (c) Notices 9 (d) Entire |
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| July 29, 2019 |
An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. |
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| July 29, 2019 |
Consent of Independent Registered Public Accounting Firm Exhibit 11 Consent of Independent Registered Public Accounting Firm We consent to the use, in this Regulation A Offering Statement on Form 1-A of Winc, Inc. |
