Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 26, 2026, IP Strategy Holdings, Inc. (the “Company”) received a notification letter from The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that, because it has not yet filed its Quarterly Report on Form 10-Q for the period ended June 30, 2026 (the “Form 10-Q”), the Company is not currently in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to…

Material Modification to Rights of Security Holders. On April 21, 2026, IP Strategy Holdings, Inc., a Delaware corporation (the “Company”), filed a First Amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common…

Director — Troy Alstead: Mr. Alstead resigned due to increased responsibilities on other boards.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On March 20, 2026, IP Strategy Holdings, Inc. (the “Company”) received a notice from the Nasdaq Stock Market LLC (“Nasdaq”), indicating that the Company’s common stock, par value $0.0001 per share (the “Common Stock”), did not meet the minimum bid price required set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”), as the closing bid price for the Common Stock was…

Results of Operations and Financial Condition. On February 27, 2026, IP Strategy Holdings, Inc. (the “Company”) announced preliminary estimated revenue and related key financial performance metrics for the three months and full year ended December 31, 2025 and cash and $IP Tokens balances as of December 31, 2025. Based upon preliminary estimated financial results, the Company expects key preliminary unaudited results for the three-month and full-year periods ended December 31, 2025 as detaile…

Regulation FD Disclosure. On February 19, 2026, IP Strategy Holdings, Inc. (the “Company”) issued a press release announcing that the board of directors has authorized a share repurchase program whereby the Company may buy back up to 1 million shares of its outstanding shares of common stock through December 31, 2026. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K. The information disclosed under this Item 7.01, including Exhibit 99.1 attached hereto,…

Termination of a Material Definitive Agreement. On December 20, 2025, Heritage Distilling Holding Company, Inc. d/b/a IP Strategy (the “Company”) delivered to C/M Capital Master Fund, LP (“C/M Capital”) a notice to terminate the Securities Purchase Agreement dated as of January 23, 2025 (the “ELOC Purchase Agreement”), pursuant to Section 11(c) thereof. The termination became effective on December 22, 2025. As previously disclosed, the ELOC Purchase Agreement provided the Company with the rig…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed in Current Reports on Form 8-K filed with the Securities and Exchange Commission on April 18, 2025 and October 17, 2025, on April 14, 2025, Heritage Distilling Holding Company, Inc. (the “Company”) received a notice from the Nasdaq Stock Market LLC (“Nasdaq”), indicating that the Company’s common stock, par value $0.0001 per share (the “Common Stock”), did not meet the…

Material Modification to Rights of Security Holders. On October 30, 2025, Heritage Distilling Holding Company, Inc., a Delaware corporation doing business under the name IP Strategy (the “Company”), filed a Third Amendment to the Company’s Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outs…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 14, 2025, Heritage Distilling Holding Company, Inc. (the “Company”) received a notice from the Nasdaq Stock Market LLC (“Nasdaq”), indicating that the Company’s common stock, par value $0.0001 per share (the “Common Stock”), did not meet the minimum bid price required set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”), as the closing bid price for the Co…

Entry into a Material Definitive Agreement Information regarding employment arrangements for Justin Stiefel, Chief Executive Officer (“CEO”), Jennifer Stiefel, President, and Michael Carrosino, Chief Financial Officer (“CFO”), are included in

The filing details new employment agreements and compensation arrangements for existing executives.

The filing is about an equity plan amendment, not a management change.

Entry into a Material Definitive Agreement. On August 15, 2025, Heritage Distilling Holding Company, Inc. (the “ Company ”) entered into amendments (the “ Amendments ”) to the subscription agreements dated August 11, 2025 (each, a “ Subscription Agreement ” and collectively the “ Subscription Agreements ”) with certain institutional and accredited investors (each, an “ Investor ” and collectively, the “ Investors ”), pursuant to which the Company, subject to the restrictions and satisfaction…

Unregistered Sales of Equity Securities. The information set forth in

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement. On August 11, 2025, Heritage Distilling Holding Company, Inc. (the “ Company ”) entered into subscription agreements (each, a “ Subscription Agreement ” and collectively the “ Subscription Agreements ”) with certain institutional and accredited investors (each, an “ Investor ” and collectively, the “ Investors ”), pursuant to which the Company, subject to the restrictions and satisfaction of the conditions in the Subscription Agreements, has agreed…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 14, 2025, Heritage Distilling Holding Company, Inc. (the “Company”) received a notice (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”), which indicated that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”), as the Company’s closing bid price for its common stock, par value $0.0001 per share (the “Common Stock”), was…

Entry into Material Definitive Agreement. Securities Purchase Agreement On January 23, 2025, Heritage Distilling Holding Company, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with C/M Capital Master Fund, LP (the “Investor”), pursuant to which the Company, subject to the restrictions and satisfaction of the conditions in the Purchase Agreement, has the right, but not the obligation, to sell to the Investor, and the Investor is obligated to purch…

Unregistered Sales of Equity Securities. The information contained above in

Director — Matthew J. Swann: The filing discloses the appointment of a new director to an expanded board, which is a routine governance event and not a departure of an existing executive.

Entry Into a Material Definitive Agreement. On November 25, 2024 (the “Closing Date”), Heritage Distilling Holding Company Inc., a Delaware corporation (the “Company”), completed its initial public offering (the “Offering”) of its common stock, par value $0.0001 per share (the “Common Stock”), and sold an aggregate of 1,687,500 shares of Common Stock at an initial public offering price of $4.00 per share pursuant to that certain Underwriting Agreement, dated as of November 21, 2024 (the “Unde…

Director — Troy Alstead, Andrew Varga: The filing discloses the appointment of two new directors to the board in connection with an offering, which is a standard board composition change rather than an executive departure.

in its entirety. Based in part upon the representations of the purchasers of the Common Warrants in the subscription agreements for the Common Warrants, the offering and sale of the Common Warrants were exempt from registration under Section 4(a)(2) of the Securities Act a nd Rule 506 of Regulation D thereunder . The sales of the Common Warrants, and the shares of Common Stock issuable upon exercise thereof, by the Company in the Private Placement were not registered under the Securities Act…