Fresh Vine Wine (VINE) S-4 29 Mar 24 Registration of securities issued in business combination transactions Financial data

Document And Entity Information

Document And Entity Information	12 Months Ended
	Dec. 31, 2023
Document Information Line Items
Entity Registrant Name	FRESH VINE WINE, INC.
Document Type	S-4
Amendment Flag	false
Entity Central Index Key	0001880343
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Incorporation, State or Country Code	NV

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 236,340	$ 2,080,335
Restricted cash	100,000
Accounts receivable	172,101	259,317
Due from employees – net of credit loss allowance of $0 and $20,000, respectively		37,733
Insurance recovery receivable		804,907
Inventories	337,873	3,696,198
Prepaid expenses and other	42,943	961,211
Deferred offering costs		68,286
Total current assets	889,257	7,907,987
Equity investment	500,000
Prepaid expenses (long-term)		678,167
Total assets	1,389,257	8,586,154
Current liabilities
Accounts payable	509,337	589,204
Accrued compensation		420,413
Settlement payable	585,976	1,250,000
Accrued expenses	810,723	422,931
Deferred revenue	3,407	10,000
Total current liabilities	2,218,776	2,972,548
Total liabilities	2,218,776	2,972,548
Commitment and contingencies – Note 12
Stockholders’ equity (deficit)
Series A convertible preferred stock; $0.001 par value – 25,000,000 shares authorized at December 31, 2023 and 2022; 10,000 and 0 shares issued and outstanding at December 31, 2023 and 2022, respectively	10
Common stock, $0.001 par value - 100,000,000 shares authorized at December 31, 2023 and 2022; 15,976,227 and 12,732,257 shares issued and outstanding at December 31, 2023 and 2022, respectively	15,976	12,732
Additional paid-in capital	25,631,255	21,420,732
Accumulated deficit	(26,476,760)	(15,819,858)
Total stockholders’ equity (deficit)	(829,519)	5,613,606
Total liabilities and stockholders’ equity (deficit)	1,389,257	8,586,154
Related Party
Current liabilities
Accrued expenses - related parties	$ 309,333	$ 280,000

Balance Sheets (Parentheticals)

Balance Sheets (Parentheticals) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Due from employees – net of credit loss allowance (in Dollars)	$ 0	$ 20,000
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	15,976,227	12,732,257
Common stock, shares outstanding	15,976,227	12,732,257
Series A Convertible Preferred Stock
Preferred stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares issued	10,000	0
Preferred stock, shares outstanding	10,000	0

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Total net revenue	$ 1,826,190	$ 2,860,001
Cost of revenues	4,412,119	2,551,009
Gross profit (loss)	(2,585,929)	308,992
Selling, general and administrative expenses	6,322,184	11,489,804
Equity-based compensation	1,708,218	4,053,123
Operating loss	(10,616,331)	(15,233,936)
Other income	1,296	31,429
Net loss	(10,615,035)	(15,202,507)
Preferred dividends	41,867
Net loss attributable to common stockholders	$ (10,656,902)	$ (15,202,507)
Weighted average shares outstanding
Basic (in Shares)	15,329,617	12,550,096
Diluted (in Shares)	15,329,617	12,550,096
Net loss per share - basic (in Dollars per share)	$ (0.69)	$ (1.21)
Net loss per share - diluted (in Dollars per share)	$ (0.69)	$ (1.21)
Wholesale Revenue
Total net revenue	$ 1,328,382	$ 1,651,451
Direct to Consumer Revenue
Total net revenue	497,808	911,326
Related Party Service Revenue
Total net revenue		$ 297,224

Statements of Changes in Stockh

Statements of Changes in Stockholders' Equity (Deficit) - USD ($)	Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2021		$ 12,200	$ 17,681,141	$ (617,351)	$ 17,075,990
Balance (in Shares) at Dec. 31, 2021		12,200,013
Equity-based compensation		$ 532	2,506,291		2,506,823
Equity-based compensation (in Shares)		532,244
Vendor stock issuance		$ 970	1,232,330		1,233,300
Vendor stock issuance (in Shares)		970,000
Stock forfeitures		$ (970)	970
Stock forfeitures (in Shares)		(970,000)
Net Loss				(15,202,507)	(15,202,507)
Balances at Dec. 31, 2022		$ 12,732	21,420,732	(15,819,858)	5,613,606
Balances (in Shares) at Dec. 31, 2022		12,732,257
Rights offering - common stock and warrants issued		$ 3,144	2,543,584		2,546,728
Rights offering - common stock and warrants issued (in Shares)		3,143,969
Issuance of preferred stock	$ 10		949,990		950,000
Issuance of preferred stock (in Shares)	10,000
Dividends declared – preferred stock – Series A ($12.00/share)				(41,867)	(41,867)
Equity-based compensation		$ 1,641	715,408		717,049
Equity-based compensation (in Shares)		1,641,332
Stock forfeitures		$ (1,541)	1,541
Stock forfeitures (in Shares)		(1,541,331)
Net Loss				(10,615,035)	(10,615,035)
Balances at Dec. 31, 2023	$ 10	$ 15,976	$ 25,631,255	$ (26,476,760)	$ (829,519)
Balances (in Shares) at Dec. 31, 2023	10,000	15,976,227

Statements of Changes in Stoc_2

Statements of Changes in Stockholders' Equity (Deficit) (Parentheticals)	12 Months Ended
	Dec. 31, 2023 $ / shares
Preferred Stock Series A
Dividends declared	$ 12

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities
Net loss	$ (10,615,035)	$ (15,202,507)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization		3,990
Equity-based compensation	1,708,218	4,053,123
Inventory write-down	1,844,210
Allowance for doubtful accounts	37,733
Changes in operating assets and liabilities
Accounts receivable	87,216	(51,157)
Accounts receivable - related party		153,075
Insurance recovery receivable	804,907	(804,907)
Receivables with recourse		146,314
Related party receivables		376,000
Due from employee		(37,733)
Inventories	1,514,115	(3,537,138)
Prepaid expenses and other	605,268	189,776
Accounts payable	(79,867)	172,488
Accrued compensation	(420,413)	3,999
Settlement payable	(664,024)	1,250,000
Accrued expenses	345,923	210,065
Accrued expenses - related parties	29,333	(249,617)
Deferred revenue	(6,593)	(3,750)
Related party payables		(200,272)
Net cash used in operating activities	(4,809,009)	(13,528,251)
Cash flows from investing activities
Equity investment	(500,000)
Net cash used in investing activities	(500,000)
Cash flows from financing activities
Payments of related party notes payable		(216,000)
Payments of outstanding secured borrowings		(171,069)
Proceeds from issuance of preferred stock – net of issuance costs	950,000
Payments for deferred offering costs		(68,286)
Proceeds from rights offering – net of issuance costs	2,615,014
Net cash provided by (used in) financing activities	3,565,014	(455,355)
Net decrease in cash	(1,743,995)	(13,983,606)
Cash and restricted cash - beginning of year	2,080,335	16,063,941
Cash and restricted cash - end of year	336,340	2,080,335
Supplemental disclosure of non-cash activities investing and financing activities:
Dividends declared but not paid	$ 41,867

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business Fresh Vine Wine, Inc. (“the Company”, “our”, “we”), a Nevada corporation, is a premium wine brand built to complement consumers’ healthy and active lifestyles. The Company provides a competitively priced premium product that is blended to deliver several important benefits, such as low -cal -sugar -carb -free The Company’s revenue is comprised primarily of wholesale and direct to consumer (DTC) sales, and representation and distribution services. Wholesale revenue is generated through sales to distributors located in states throughout the United States of America. DTC revenue is generated from individuals purchasing wine directly from the Company through club membership and the Company’s website. Representation and distribution service revenue is generated by providing access to new markets and distribution channels. Basis of Presentation The Company’s financial statements have been prepared and are presented in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the financial statements. In certain instances, amounts reported in prior period financial statements have been reclassified to conform to the current financial statement presentation. Liquidity, Going Concern, and Management Plan Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $26.5 million as of December 31, 2023. Cash flows used in operating activities were $4.8 million and $13.5 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had approximately a $1.3 million deficiency in working capital, inclusive of $236,000 in cash and cash equivalents and $100,000 in restricted cash. The Company has increased its liquidity by selling inventory at prices below cost, by significantly reducing staffing levels and by the termination of celebrity endorsement contracts. The Company’s ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors including but not limited to, cash and cash equivalents, working capital and strategic capital raises. The ultimate success of these plans is not guaranteed. In considering our forecast for the next twelve months and the current cash and working capital as of the filing of this Form 10 -K The Company received gross proceeds of $1 million from a preferred stock offering during the year ended December 31, 2023. Subsequent to year end, the Company entered into an Agreement and Plan of Merger (Agreement) with Notes Live, Inc. See Note 15 for further details on the Agreement. The Company will need to seek additional debt or equity financing to sustain existing operations. If adequate financing is not available, the Company will be forced to take measures to severely reduce our expenses and business operations or discontinue them completely. Such financing, if available, may be dilutive. At the current reduced pace of incurring expenses and without receipt of additional financing and the receipt of proceeds from the expected sales of inventory under purchase orders from a discount retailer entered into in the third quarter of 2023, the Company projects that the existing cash balance will be sufficient to fund current operations into the first quarter of 2024, after which additional financing or capital will be needed to satisfy obligations. Additional financing may not be available on favorable terms or at all. If additional financing is available, it may be highly dilutive to existing shareholders and may otherwise include burdensome or onerous terms. The Company’s inability to raise additional working capital in a timely manner would negatively impact the ability to fund operations, generate revenues, maintain or grow the business and otherwise execute the Company’s business plan, leading to the reduction or suspension of operations and ultimately potentially ceasing operations altogether and initiating bankruptcy proceedings. Should this occur, the value of any investment in the Company’s securities would be adversely affected. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Accounting Estimates Management uses estimates and assumptions in preparing these financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include allowance for doubtful accounts, allowance for inventory obsolescence, equity -based -employees Cash The Company maintains its accounts at two financial institutions. At times throughout the year, the Company’s cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk. Restricted Cash Included in the cash balance is a deposit of $100,000 that the Company operating bank has required us to maintain as a security for collectability of automated clearing house transactions. These funds are held in a separate account and are not available for disbursements. Accounts Receivable Accounts receivable consists of amounts owed to the Company for sales of the Company’s products on credit and are reported at net realizable value. Credit terms are extended to customers in the normal course of business. The Company performs ongoing credit evaluations of its customers’ financial conditions. The Company estimates allowances for future returns and doubtful accounts based upon historical experience and its evaluation of the current status of receivables. Accounts considered uncollectible are written off against the allowance. As of December 31, 2023 and 2022 there was no allowance for doubtful accounts. Inventories Inventories primarily include bottled wine which is carried at the lower of cost (calculated using the average cost method) or net realizable value. The Company reduces the carrying value of inventories that are obsolete or for which market conditions indicate cost will not be recovered to estimated net realizable value. The Company’s estimate of net realizable value is based on analysis and assumptions including, but not limited to, historical experience, future demand, and market requirements. Reductions to the carrying value of inventories are recorded in cost of revenues. As of December 31, 2023 and 2022, the Company had recorded an inventory allowance of approximately $112,000 and $0, respectively. Deferred Offering Costs Deferred offering costs primarily consist of legal, accounting, SEC filing fees, and any other fees relating to the Company’s subscription rights offering and preferred equity offering. The deferred offering costs as of December 31, 2022 were capitalized as incurred and were offset against proceeds from the sale of rights at the closing of the Company’s capital raise completed on March 14, 2023. Investment in Equity Securities The Company has elected the measurement alternative for non -marketable -marketable Revenue recognition The Company’s total revenue reflects the sale of wine domestically in the U.S. to wholesale distributors or DTC and related party service revenues. Under ASC Topic 606, Revenue from Contracts with Customers The Company also generates revenue through membership in its wine club. Wine club members pay a monthly fee, which varies depending on level of membership, and are entitled to receive quarterly shipments of wine, free shipping, and discounts on other wine and merchandise purchased. The Company recognizes revenue for the monthly membership dues when the product is delivered. Any membership dues received before the product is delivered is recorded as deferred revenue on the Company’s balance sheet. The Company has determined that related party service revenue should be recognized over the period of time it provides such services. ASC 606 also notes that when another party is involved in providing goods or services to a customer, the entity should determine whether the nature of its promise is a performance obligation to provide the specified goods or services itself (that is, the entity is a principal) or to arrange for those goods or services to be provided by the other party (that is, the entity is an agent). The Company does not bear responsibility for inventory losses and does not have pricing determination; therefore, the Company would be considered the agent and revenue should be recognized as net sales. Products are sold for cash or on credit terms. Credit terms are established in accordance with local and industry practices, and typically require payment within 30 -60 The following table presents the percentages of total revenue disaggregated by sales channels for the years ended December 31, 2023 and 2022: Year ended 2023 2022 Wholesale 72.7 % 57.7 % Direct to consumer 27.3 % 31.9 % Related party service — % 10.4 % Total revenue 100.0 % 100.0 % Contract Balances and Receivables When the Company receives pre -orders Contract liabilities as of December 31, 2023 and 2022, and January 1, 2022 were $3,407, $10,000 and $13,750, respectively. Revenue recognized in 2023 and 2022 from contract liabilities as of December 31, 2022 and December 31, 2021 was $10,000 and $13,750, respectively. Receivables with customers as of December 31, 2023 and 2022, and January 1, 2022, were $172,101, $259,317 and $208,160, respectively. Fair Value of Financial Instruments The Company’s accounting for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring or nonrecurring basis adheres to the Financial Accounting Standards Board (FASB) fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: • • • The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The carrying values of cash, accounts receivable, accounts payable, deferred revenue and other financial working capital items approximate fair value at December 31, 2023 and 2022, due to the short maturity nature of these items. Income Taxes The Company recognizes uncertain tax positions in accordance with ASC 740 on the basis of evaluating whether it is more likely than not that the tax positions will be sustained upon examination by tax authorities. For those tax positions that meet the more -likely-than Equity-Based Compensation The Company measures equity -based -based The Company measures equity -based -based See Note 9 for further discussion of equity -based Advertising The Company expenses the costs of advertising as incurred. Advertising expense for the years ended December 31, 2023 and 2022, was $1,576,325 and $3,059,429, respectively. Application of New or Revised Accounting Standards Pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), a company constituting an “emerging growth company” is, among other things, entitled to rely upon certain reduced reporting requirements and is eligible to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. The Company is an emerging growth company and has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocable opts out of the extended transition period provide in the JOBS Act. NYSE Listing Requirements On September 8, 2023, the Company received a written notice (the “Notice”) from NYSE American stating that it was not in compliance with Section 1003(a)(ii) of the NYSE American Company Guide (the “Company Guide”), which requires a listed company that has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years to maintain at least $4 million of stockholders’ equity. The Company reported stockholders’ deficit of approximately $712,000 as of December 31, 2023 and have had losses from continuing operations and/or net losses in each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023. As required by the NYSE American, the Company submitted a plan to the NYSE American on October 9, 2023 addressing actions it has taken and how it intends to regain compliance with the continued listing standards within the required 18 On November 21, 2023, the Company received notification (the “Acceptance Letter”) from NYSE American that the Company’s plan to regain compliance with NYSE American’s listing standards was accepted. The Acceptance Letter also stated that the Company is not in compliance with Section 1003(a)(i) of the Company Guide, which requires an issuer to have stockholders’ equity of $2.0 million or more if it has reported losses from continuing operations and/or net losses in two out of its three most recent fiscal years. NYSE American has granted the Company a plan period through March 8, 2025 to regain compliance with Sections 1003(a)(i) and (ii) of the Company Guide. If the Company is not in compliance with all continued listing standards by that date or if the Company does not make progress consistent with the plan during the plan period, the Company will be subject to delisting proceedings. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016 -13 Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, -looking

Loss Per Share

Loss Per Share	12 Months Ended
	Dec. 31, 2023
Loss Per Share [Abstract]
LOSS PER SHARE	2. LOSS PER SHARE Basic net loss per share is determined by dividing net loss attributable to shareholders by the weighted -average -dilutive December 31, December 31, Numerator: Net loss $ (10,615,035 ) $ (15,202,507 ) Less: dividends on preferred stock 41,867 — Net loss attributable to common stockholders $ (10,656,902 ) $ (15,202,507 ) Denominator: Basic – weighted shares outstanding 15,329,617 12,550,096 Dilutive effect from shares authorized — — Diluted – weighted shares outstanding 15,329,617 12,550,096 Basic loss per share $ (0.69 ) $ (1.21 ) Diluted loss per share $ (0.69 ) $ (1.21 ) At December 31, 2023 and 2022, 14,748,862 and 2,721,562 shares have been excluded from the calculation of diluted weighted average shares outstanding as the inclusion of these shares would have an anti -dilutive

Inventories

Inventories	12 Months Ended
	Dec. 31, 2023
Inventories [Abstract]
INVENTORIES	3. INVENTORIES Inventories primarily include bottled wine which is carried at the lower cost (calculated using the average cost method) or net realizable value. During 2023, the Company recorded a $1.8 million inventory write down to net realizable value, which is recorded in cost of revenue in the financial statements. The write -down December 31, December 31, Inventory – finished goods $ 337,873 $ 3,683,159 Inventory – merchandise — 13,039 Total $ 337,873 $ 3,696,198

Prepaid Expenses and Other Asse

Prepaid Expenses and Other Assets	12 Months Ended
	Dec. 31, 2023
Prepaid Expenses and Other Assets [Abstract]
PREPAID EXPENSES AND OTHER ASSETS	4. PREPAID EXPENSES AND OTHER ASSETS Prepaid expenses and other assets consist of the following at: December 31, December 31, Prepaid marketing expenses – current $ 9,871 $ 313,000 Prepaid marketing expenses – long-term — 678,167 Inventory deposits — 569,377 Other prepaid expenses 33,072 78,834 Total $ 42,943 $ 1,639,378

Investments

Investments	12 Months Ended
	Dec. 31, 2023
Investments [Abstract]
INVESTMENTS	5. INVESTMENTS In December 2023, the Company made a $500,000 investment for 50,000 shares of Notes Live, Inc. as part of the letter of intent entered into with Notes Live, Inc. See Note 15 for Agreement and Plan of Merger with Notes Live, Inc. The investment was initially measured at cost. The Company noted no impairment or fair value change as of December 31, 2023.

Accrued Compensation

Accrued Compensation	12 Months Ended
	Dec. 31, 2023
Accrued Compensation [Abstract]
ACCRUED COMPENSATION	6. ACCRUED COMPENSATION During the year ended December 31, 2022, the Company made certain leadership changes to better align with the Company’s operating goals, including advertising and marketing plans, as well as cash preservation initiatives. As of December 31, 2022, accrued compensation primarily related to unpaid bonus amounts to the Chief Executive Officer totaling $420,413. This bonus was paid in 2023. The balance of accrued compensation is $0 as of December 31, 2023.

Accrued Expenses

Accrued Expenses	12 Months Ended
	Dec. 31, 2023
Accrued Expenses [Abstract]
ACCRUED EXPENSES	7. ACCRUED EXPENSES Accrued expenses consist of the following at: December 31, December 31, Sponsorship agreements $ 608,818 $ 234,494 Accrued credit card charges 7,275 21,013 Series A Stock dividends 41,867 — Legal and professional 125,704 89,200 Other accrued expenses 27,059 78,224 Total $ 810,723 $ 422,931 The sponsorship agreements relate to marketing contracts with unrelated parties within the sports and entertainment industry. The terms of the agreements range from two four Accrued credit card charges primarily consist of warehouse, shipping and other operating costs paid via Company credit card as a tool for managing cashflow.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2023
Stockholders' Equity [Abstract]
STOCKHOLDERS’ EQUITY	8. STOCKHOLDERS’ EQUITY Rights offering During the first quarter of 2023, the Company distributed, at no charge to holders of the Company’s common stock, non -transferable five -subscription -subscription -manager Series A Convertible Preferred Stock On July 27, 2023, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Stock”), which was amended on August 1, 2023 prior to the issuance of any shares of Series A Stock by filing Amendment No. 1 thereto (as so amended, the “Certificate”). The Certificate designates 10,000 shares of the Company’s undesignated preferred stock as Series A Stock and establishes the rights and preferences of Series A Stock. On August 2, 2023, the Company entered into a Securities Purchase Agreement with two accredited investors (the “Purchasers”) pursuant to which the Company agreed to issue and sell in a private placement (the “Offering”) shares of Series A Stock. Pursuant to the Securities Purchase Agreement, the Purchasers collectively agreed to purchase up to 10,000 shares of Series A Stock at a per share purchase price equal to $100.00 (the “Stated Value”), for total gross proceeds of up to $1.0 million. The Purchasers agreed to purchase 4,000 shares of Series A Stock for an aggregate purchase price of $400,000 at an initial closing of the Offering (the “Initial Closing”), which occurred on August 2, 2023. The Securities Purchase Agreement provided that the Company will issue and sell to the Purchasers, and the Purchasers will purchase, an additional 4,000 shares of Series A Stock at a second closing (the “Second Closing”), which occurred on September 7, 2023. The Securities Purchase Agreement provided that the Company will issue and sell to the Purchasers, and the Purchasers will purchase, an additional 2,000 shares of Series A Stock at an optional closing (the “Optional Closing”), which occurred on December 1, 2023. Each share of Series A Stock is convertible, at any time and from time to time from and after the date of the Initial Closing at the option of the holder thereof, into the number of shares of common stock (“Conversion Shares”) calculated by dividing the Stated Value by a conversion price (the “Conversion Price”) of $0.10. However, if the Company’s common stock fails to continue to be listed or quoted for trading on a stock exchange, then the Conversion Price thereafter will mean the lesser of (i) $0.10, or (ii) the closing sale price of the common stock on the trading day immediately preceding the conversion date; provided that the Conversion Price shall not be less than $0.05 (the “Floor Price”). The Conversion Price is subject to standard adjustments based stock splits, stock dividends, stock combinations and the like, and the Floor Price is also subject to anti -dilution The Series A Stock contains “blocker” provisions restricting the holders’ ability to exercise conversion rights if the issuance of Conversion Shares would result in such holder beneficially owning in excess of 4.99% of the Company’s common stock. In addition, a Series A Stock holder’s ability to convert Series A Stock to common stock will be subject to an “Exchange Share Cap” and an “Individual Holder Share Cap.” Under the Exchange Cap, the total number of shares of common stock issuable upon conversion of outstanding Preferred Shares, when added to any previously issued Dividend Shares (as defined below), may not exceed 19.9% of the Company’s issued and outstanding common stock immediately prior to the date on which shares of Series A Stock are first issued. Under the Individual Holder Share Cap, no holder of Series A Stock will have the right to acquire common stock upon conversion of the Series A Stock if the issuance of shares of common stock would result in converting holder beneficially owning in excess of 19.9% of the number of shares of common stock outstanding immediately after giving effect to the issuance. The Exchange Share Cap and the Individual Holder Share Cap will not apply if the Company obtains stockholder approval to issue the shares of common stock exceeding the applicable cap as required by the NYSE American LLC Company Guide. Upon any liquidation, dissolution or winding -up -if-converted The Company may redeem (i) up to 75% of the issued and outstanding shares of Series A Stock for a price per share equal to 150% of the Stated Value thereof if such redemption occurs within six months from the date of issuance, and (ii) up to 50% of the issued and outstanding shares of Series A Stock for a price per share equal to 200% of the Stated Value thereof if such redemption occurs after six months but before the expiration of twelve months from the date of issuance. Each holder of a share of Series A Stock is entitled to receive dividends payable, subject to certain conditions, in cash or shares of common stock (“Dividend Shares”) valued as either (i) the then applicable Conversion Price, or (ii) 50% of the then current market price of the Company’s common stock, at the dividend rate of 12% per annum. Dividends are cumulative and will be payable on July 31 st The shares of Series A Stock will vote with the common stock as a single class on all matters submitted to a vote of stockholders of the Company other than any proposal to approve the issuance of shares of common stock in excess of the Exchange Share Cap or the Individual Holder Share Cap. The Preferred Shares will vote on an as -converted The issuance activity of the Series A Stock is summarized below: For the Series A Stock shares issued 10,000 Net proceeds $ 950,000 The Series A Stock meets the requirements for permanent equity classification as prescribed by the authoritative guidance. The following table summarizes accrued dividends that the Company is legally obligated to pay: For the Series A Stock $ 41,867 Third Party Vendor Engagements and Related Founder Share Forfeitures In December 2022, Rick Nechio and Damian Novak, two of the Company’s founders, together agreed to forfeit and transfer back to the Company without consideration a total of 970,000 shares of common stock of the Company held by them, to enable the Company to preserve cash by issuing such number of shares to certain of the Company’s service providing vendors without subjecting the Company’s other stockholders to dilution therefrom. Also in December 2022, the Company entered into agreements to issue 970,000 shares to such vendors in transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). Recipients of the shares included our third -party -related -based -based -related

Equity-Based Compensation

Equity-Based Compensation	12 Months Ended
	Dec. 31, 2023
Equity-Based Compensation [Abstract]
EQUITY-BASED COMPENSATION	9. EQUITY-BASED COMPENSATION As of December 31, 2023 and 2022, there was $0 and $991,167, respectively, of unrecognized equity -based Restricted Stock Units On February 24, 2022, the Company entered into a separation agreement with the former Chief Operating Officer (COO). Among other things, the Company agreed to provide the former COO with cash and expense reimbursements totaling $175,000 and an amendment of the COO’s Restricted Stock Agreement to accelerate the vesting of the 251,851 restricted stock units. Due to the modification of the terms of this award, the fair value was remeasured as of the modification date. Total equity -based During the second quarter of 2022, the Company granted 47,800 restricted stock units to employees of the Company, all of which vested and were delivered in the second quarter of 2022. Total equity -based On March 2, 2022, the Company granted 70,000 restricted stock units to members of the Company’s Board of Directors that fully vested on June 18, 2022. Total equity -based On April 24, 2023, the Company granted 319,023 restricted stock units to its Chief Executive Officer. On May 11, 2023, the Company granted 170,958 restricted stock units to its Executive Vice President Sales and Marketing. On May 25, 2023, the Company granted 124,902 restricted stock units to its Chief Financial Officer. These restricted stock units had a vesting period that coincided with the Company filing its Form 10 -K Restricted stock unit activity as of and for the years ended December 31, 2023 and 2022 was as follows Number of Weighted Outstanding at December 31, 2021 377,777 0.45 Granted 117,800 0.33 Forfeited (495,577 ) — Outstanding at December 31, 2022 — — Granted 614,883 0.86 Forfeited (614,883 ) — Outstanding at December 31, 2023 — — Shares of Restricted Stock During the year ended December 31, 2022, the Company granted 10,000 shares of restricted stock to an employee upon commencement of employment in May 2022, of which 3,334 shares vested immediately with the remaining 6,666 shares scheduled to vest in two equal installments in May 2023 and May 2024. Restricted stock consists of shares of common stock that are subject to transfer and forfeiture restrictions that lapse upon vesting. Total equity -based During the year ended December 31, 2022, the Company hired a new Chief Financial Officer. Pursuant to the employment agreement, the Company granted 100,000 shares of restricted stock. The restricted stock vests in three equal installments with the first third vesting immediately on the grant date of March 30, 2022, and the remaining tranches were scheduled to vest on the one year and two year anniversaries of the grant date subject to continued employment with the Company through the applicable vesting date. Effective June 24, 2022, this employee resigned from the Company and 66,666 unvested shares of restricted stock were forfeited. Total equity -based In January 2023, there was a new grant of 500,000 shares of restricted stock which related to a consulting arrangement entered into in connection with the settlement reached with a previous employee, as further disclosed in Note 12. Total equity -based On April 24, 2023, the Company granted 463,917 shares of restricted stock to its Chief Executive Officer. On May 11, 2023, the Company granted 380,952 shares of restricted stock to its Executive Vice President Sales and Marketing. On May 25, 2023, the Company granted shares of 196,463 restricted stock to its Chief Financial Officer. All shares of restricted stock granted on April 24, 2023, May 11, 2023 and May 25, 2023 were forfeited and canceled during the third quarter of 2023. In April 2023, the Company Board of Directors were granted a total of 100,000 shares of restricted stock. Total equity -based Restricted stock activity for the years ended December 31, 2023 and 2022 was as follows: Number of Weighted Outstanding at December 31, 2021 — — Granted 110,000 9.27 Vested or released (36,668 ) — Forfeited (66,667 ) — Outstanding at December 31, 2022 6,666 0.90 Granted 1,641,332 0.57 Vested or released (570,000 ) — Forfeited (1,057,998 ) — Outstanding at December 31, 2023 20,000 0.00 Vendor Stock Awards Vendor stock award activity subject to revenue -related Number of Weighted Outstanding at December 31, 2021 — — Granted 1,030,000 2.25 Vested or released — — Forfeited — — Outstanding at December 31, 2022 1,030,000 2.25 Granted — — Vested or released — — Forfeited — — Outstanding at December 31, 2023 1,030,000 1.25 Stock Options On March 11, 2022, the Company granted the option to purchase 427,001 shares of common stock at $3.47 per share to its Chief Executive Officer, pursuant to the Chief Executive Officer’s employment agreement with the Company. The shares vest in three equal installments on the nine month, one year, and two year anniversaries of the grant date and are exercisable for 10 On March 30, 2022, in addition to the restricted stock granted to the Company’s new Chief Financial Officer, the Company granted the Chief Financial Officer an option to purchase 200,000 shares of common stock at $3.30 per share, pursuant to the employment agreement. The shares vest in three equal installments. The first third vested immediately on the grant date of March 30, 2022, and the remaining tranches were scheduled to vest on the one year and two year anniversaries of the grant date subject to continued employment with the Company through the applicable vesting date. The options are exercisable for 10 Effective September 1, 2022, the Company entered into an Employment Transition and Consulting Agreement with the previous interim Chief Financial Officer. Pursuant to the Transition and Consulting Agreement, the Company granted a stock option to purchase 69,892 shares of the Company’s common stock at a per share exercise price equal to $3.04 (the fair market value of the Company’s common stock on the date of grant). The stock option vested with respect to 3,584 shares on the last calendar day of September, October and November of 2022, and the balance of the stock option vested in monthly installments as nearly equal as possible (approximately 6,571 shares each) on the last calendar day of each month from December 2022 through August 2023. The total expense recognized for the years ended December 31, 2023 and 2022 was $125,783 and $41,449, respectively. In November 2021, the Company executed founder option agreements with four Class F members. The terms of the agreements grant each founder the right and option to purchase common stock up to 25% of the total shares in the Founders’ Option Pool upon the consummation of the Company’s IPO. The Founder’s Option Pool is a pool of shares reserved for founding members of the Company and will be comprised of 15% of the total shares of common stock outstanding immediately prior to the initial closing of the IPO. The options will vest in 20% installments. Each installment will vest upon the closing price of common stock reaching certain milestones ranging from 200% to 600% of the IPO price. If the vesting condition is not achieved within three years of the grant date, the options will forfeit. As of December 31, 2023 and 2022, the options have not reached any of the vesting milestones required and as such, the probability of reaching each milestone has been factored into the value to be recognized over the three -year Equity -based -based Stock option activity for the years ended December 31, 2023 and 2022 was as follows: Number of Weighted Weighted Outstanding at December 31, 2021 1,830,000 $ 9.86 8.18 Granted 701,893 3.37 10.00 Exercised — — — Forfeited (957,001 ) — — Outstanding at December 31, 2022 1,574,892 $ 9.67 8.94 Granted 1,500,000 0.50 5.00 Exercised — — — Forfeited (2,628,333 ) — — Outstanding at December 31, 2023 446,559 $ 8.88 8.08 Exercisable at December 31, 2023 71,559 $ 3.03 8.67 Warrants On December 17, 2021, in connection with the Company’s IPO, the Company granted to the underwriter warrants to purchase up to 110,000 shares of common stock at $12 per share. These warrants vest one year from the date of issuance and are exercisable for four As disclosed in Note 8, 3,143,969 warrants were granted as part of the Rights Offering in March 2023. As of and for the years ended December 31, 2023 and 2022, the warrants to purchase common shares of the Company outstanding were as follows: Number of Weighted Weighted Outstanding at December 31, 2021 110,000 $ 12.00 4.96 Granted — — — Vested or released — — — Forfeited — — — Outstanding at December 31, 2022 110,000 $ 12.00 3.71 Granted 3,143,969 1.25 5.00 Vested or released — — — Forfeited — — — Outstanding at December 31, 2023 3,253,969 $ 1.61 4.16 The Company uses the Black -Scholes -pricing -based -Scholes -free 10

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Taxes [Abstract]
INCOME TAXES	10. INCOME TAXES Components of the provision for income taxes for the years ended December 31, 2023 and 2022 were as follows: 2023 2022 Current $ — $ — Deferred — — Total $ — $ — No income tax benefit was recorded for the years ended December 31, 2023 and 2022 due to net losses and recognition of a valuation allowance. The following table represents a reconciliation of the tax expense computed at the statutory federal rate and the Company’s tax expense for the years ending December 31, 2023 and 2022: 2023 2022 Tax expense (benefit) at statutory rate $ (2,229,000 ) 21.0 % $ (3,193,000 ) 21.0 % State income tax expense (benefit), net of federal tax effect (377,000 ) 3.6 % (162,000 ) 1.1 % Change in valuation allowance on deferred tax assets 2,360,000 -22.2 % 3,355,000 -22.1 % Stock award forfeiture 440,000 -4.3 % — -0.0 % Change in deferred tax rate (102,000 ) 1.0 % — 0.0 % Return to provision adjustments (92,000 ) 0.9 % — 0.0 % Income tax expense (benefit) $ — 0.0 % $ — 0.0 % Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets relate primarily to its net operating loss carry forwards and other balance sheet basis differences. In accordance with ASC 740, “Income Taxes,” the Company recorded a valuation allowance to fully offset the net deferred tax asset, because it is more likely than not that the Company will not realize future benefits associated with these deferred tax assets at December 31, 2023 and 2022. The tax effects of temporary differences and carry forwards that give rise to significant portions of the deferred tax assets are as follows: December 31, December 31, Deferred tax assets: Deferred revenue $ 1,000 $ 3,000 Amortization 1,000 1,000 Stock based compensation 120,000 868,000 Net operating losses 5,686,000 3,002,000 Inventory reserve 27,000 — Accrued expenses 407,000 — Prepaid expenses (8,000 ) — Valuation allowance (6,234,000 ) (3,874,000 ) Net deferred tax assets: $ — $ — At December 31, 2023, the Company had federal and state net operating loss carry forwards of approximately $23.9 million and $9.1 million, respectively. At December 31, 2022, the Company had federal and state net operating loss carryforwards of approximately $13.3 million and $2.2 million, respectively. The net operating loss carry forwards have no expiration. The Company recognizes uncertain tax positions in accordance with ASC 740 on the basis of evaluating whether it is more likely than not that the tax positions will be sustained upon examination by tax authorities. For those tax positions that meet the more -likely-than no The Company is subject to U.S. federal or state income tax examinations. The Company’s federal, state and local income tax returns are subject to examination by taxing authorities for the three years after the returns are filed, and the Company’s federal, state, and local income tax returns for 2022 and 2021 remain open to examination. Prior to the Company’s December 2021 conversion to a corporation, the Company was a limited liability company and therefore was a disregarded legal entity for income tax purposes. The Company’s policy is to recognize interest and penalties related to uncertain tax positions as a component of general and administrative expense.

Supplier and Customer Concentra

Supplier and Customer Concentration	12 Months Ended
	Dec. 31, 2023
Supplier and Customer Concentration [Abstract]
SUPPLIER AND CUSTOMER CONCENTRATION	11. SUPPLIER AND CUSTOMER CONCENTRATION The Company has an agreement with an unrelated party for various wine making activities, including production, bottling, labelling, and packaging. The Company pays certain storage, administrative fees and taxes related to the purchased goods. There is no specified term of the agreement but continues as additional blanket sales orders are issued. For the years ended December 31, 2023 and 2022, 100% and 96%, respectively, of the Company’s inventory purchases were from this supplier. The Company also engages with other suppliers for the purchase of a select varietal of wine to be offered in limited quantities. There are no formal agreements due to the infrequency of activity with these suppliers. A significant portion of the Company’s wholesale revenue comes from three national distributor customers that operate in several markets. For the years ended December 31, 2023 and 2022, 74% and 58% of the Company’s wholesale revenue came from these customers, respectively. At December 31, 2023 and 2022, these customers accounted for 73% and 90%, respectively, of accounts receivable.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	12. COMMITMENTS AND CONTINGENCIES License agreements During March 2021, the Company entered into two license agreements with certain equity investors for marketing and advertising services. These two agreements were terminated during the third quarter of 2023 and the remaining prepaid license fee was expensed. The net expense relating to the agreements was $1,000,500 and $380,000 for the years ended December 31, 2023 and 2022, respectively. Sponsorship Agreements The estimated expense for the sponsorship agreements as described in Note 7 for the periods subsequent to December 31, 2023 is as follows: Sponsorship 2024 $ 162,553

Transactions with Related Parti

Transactions with Related Parties	12 Months Ended
	Dec. 31, 2023
Transactions with Related Parties [Abstract]
TRANSACTIONS WITH RELATED PARTIES	13. TRANSACTIONS WITH RELATED PARTIES The Company had an arrangement with Rabbit Hole Equity, LLC (RHE), a related party due to common ownership, under which RHE provided development, administrative and financial services to the Company. RHE is solely owned by the majority member of Nechio and Novak, LLC, which is the majority shareholder of the Company. Under the agreement, the Company will pay or reimburse RHE, as applicable, for any expenses it, or third parties acting on its behalf, incurs for the Company. For any selling, general and administrative activities performed by RHE or RHE employees, RHE, as applicable, charged back the employee salaries and wages, rent and related utilities. Beginning in December 2021, the Company entered into a payroll arrangement with a third party and now incurs employee salary and wage expenses directly. The shared expenses are as follows for the years ended December 31, 2023 and 2022: 2023 2022 Rent $ — $ 94,436 Utilities — 5,470 $ — $ 99,906 In October 2021, the Company issued a promissory note to a Class F member in exchange for $216,000. The term of the note was the later of 2 months from the date of the note or upon successful consummation of the IPO. The annual interest rate on the note was the maximum legal amount allowed under the applicable usury laws minus 1%, which was 7% at December 31, 2021. The Company may repay all or any portion of the principal balance at any time without penalty. The total amount of interest accrued on this note as of December 31, 2021 was $9,125. In January 2022, the Company repaid the $216,000 promissory note in full plus accrued interest of $9,125. In October 2021, the Company entered into a service agreement with Appellation Brands, LLC, a related party due to common ownership in the wine industry, to provide representation and distribution services. As of June 13, 2022, the original agreement was terminated. Prior to termination, the Company received a management fee of $50,000 per month plus a tiered fee ranging between $5.00 and $6.50 per case of the products sold. For the year ended December 31, 2022, the Company had recognized $297,224 in service revenue related to this agreement. In the year ended December 31, 2022, the Company purchased inventory from Appellation Brands, LLC in the amount of $195,116. In January 2022, the Company entered into a consulting agreement with FELCS, LLC, an entity owned by Damian Novak to provide consulting and advisory services to the Company in exchange for $25,000 per month. The agreement expires in December 2022, subject to automatic one -year In April 2022, the Company amended its agreement with Whetstone Consulting to include additional bonus commissions ranging from $5,000 to $100,000 subject to specific distribution milestones in addition to the existing $5,000 per month base compensation. The agreement has an initial term of one year and automatically renews for successive one -year

Legal Proceedings

Legal Proceedings	12 Months Ended
	Dec. 31, 2023
Legal Proceedings [Abstract]
LEGAL PROCEEDINGS	14. LEGAL PROCEEDINGS Timothy Michaels On February 24, 2022, Timothy Michaels, the former Chief Operating Officer of the Company, signed a Separation Agreement and Release (the “Separation Agreement”) in connection with the termination of his employment with the Company, which occurred on February 7, 2022. On May 27, 2022, Mr. Michaels filed a complaint against the Company in the Fourth Judicial District Court, Hennepin County, Minnesota, alleging that the Company breached the February 24, 2022 Separation Agreement by including a restricted “lock -up -401 -up The Company has denied the allegations and intends to vigorously defend against the lawsuit. The Company made a motion seeking dismissal of the conversion and civil theft counts, which was granted by the Fourth Judicial District Court, Hennepin County, Minnesota on October 31, 2022. On August 9, 2023, the Company moved for summary judgment on Mr. Michaels’ remaining claims. A jury trial commenced on January 23, 2024. During trial, on January 24, 2024, the Company filed a motion for judgement in favor of the Company as a matter of law, which was denied by the Court. On January 25, 2024, the jury in the lawsuit rendered a verdict against the Company awarding damages to Mr. Michaels in the amount of $585,976.25, which is included in settlement payable in the accompanying balance sheet. On February 22, 2024, the Company filed a renewed motion for post -verdict -verdict Website-related Plaintiff’s Lawsuit On January 26, 2024, the Company was served with a complaint filed in the United States District Court for the Southern District of New York alleging that the Company has failed to design, construct, maintain and operate its Internet website to be fully accessible to and independently usable by blind or visually -impaired -impaired Janelle Anderson Litigation Settlement and Related Founder Share Forfeitures The Company was a party to an action pending in Hennepin County District Court, captioned Janelle Anderson v. Fresh Vine Wine, Inc., Damian Novak, and Rick Nechio, Court File No. 27 -CV-22-11491 On January 27, 2023, the Company entered into a Global Mutual Compromise, Release and Settlement Agreement (the “Settlement Agreement”) among Ms. Anderson and each of Messrs. Novak and Nechio. Pursuant to the Settlement Agreement, Ms. Anderson agreed to dismiss the Lawsuit with prejudice and to file with the court any and all documents necessary to effect such dismissal with prejudice within five business days after all settlement consideration has been actually received by her, and the parties agreed to general mutual releases. The Company also agreed to indemnify Ms. Anderson and hold her harmless against any liability, civil damages, penalties, or fines claimed against her for any of her actions done within the course and scope of her employment with the Company as required by Minn. Stat. §181.970, and under any applicable insurance policies, including but not limited to any directors and officers policies. The Settlement Agreement also contains a non -disparagement As consideration for Ms. Anderson’s dismissal and release, and provided that she does not revoke or rescind the Settlement Agreement within prescribed time periods, the Company agreed to make a cash payment to Ms. Anderson in the amount of $1,250,000, less certain attorney fees and relevant taxes and other withholdings, in a lump sum. The Company recouped approximately $805,000 of this cash payment from insurance coverage. The cash payment is in addition to the $400,000 that the Company previously paid to Ms. Anderson in January 2023 in respect of 2022 bonus compensation earned by Ms. Anderson under her employment agreement while employed by the Company. Also as contemplated by the Settlement Agreement, the Company and Ms. Anderson agreed to enter into a consulting agreement (the “Anderson Consulting Agreement”) pursuant to which Ms. Anderson would provide certain consulting services to the Company for a period of six months. As consideration for such services, the Company agreed to grant and issue to Ms. Anderson 500,000 shares of the Company’s common stock (the “Anderson Consulting Shares”) from the Company’s 2021 Equity Incentive Plan (the “Anderson Consulting Share Grant”). The cash payment and the Anderson Consulting Share Grant were scheduled to be made at the “closing” of the Settlement Agreement (the “Settlement Closing”), subject to Ms. Anderson not revoking or rescinding the Settlement Agreement during the applicable revocation period. The Settlement Closing was completed on February 20, 2023, with prejudice. No additional expense has been recorded during 2023 regarding this matter. Also pursuant to the Settlement Agreement, Damian Novak, former Executive Chairman and director, resigned as Executive Chairman and removed himself from his management duties with the Company effective February 20, 2023, and has resigned from our board of directors promptly following completion of the subscription rights offering on March 14, 2023. In addition, Rick Nechio, the Company’s former interim Chief Executive Officer and director, resigned from our board of directors effective February 20, 2023. In conjunction with entering into the Settlement Agreement, Rick Nechio and Damian Novak entered into Agreements to Forfeit Shares of Common Stock (the “Forfeiture Agreements”) pursuant to which each agreed to forfeit and transfer back to the Company without consideration 250,000 shares of common stock of the Company held by them (a total of 500,000 shares), to enable the Company to issue the Anderson Consulting Shares to Ms. Anderson without subjecting the Company’s other stockholders to dilution therefrom (the “Anderson Consulting -related -related

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	15. SUBSEQUENT EVENTS Agreement and Plan of Merger with Notes Live, Inc. On January 25, 2024, the Company, FVW Merger Sub, Inc., a Colorado corporation and a wholly -owned -owned Subject to the terms and conditions of the Merger Agreement, at the closing of the Merger, (i) each then outstanding share of Notes Live common stock (collectively, “Notes Live common stock”) (which comprises all of Notes Live’s outstanding capital stock) will be converted into the right to receive a number of shares of Fresh Vine common stock calculated in accordance with the Merger Agreement (the “Exchange Ratio”), (ii) each then outstanding warrant to purchase Notes Live common stock will be exchanged (or otherwise amended) for a warrant exercisable (at an exercise price adjusted to reflect to the Exchange Ratio) to acquire that number of shares of Fresh Vine common stock equal to the number of warrant shares multiplied by the Exchange Ratio, and (iii) any then outstanding Notes Live promissory note that is convertible into Notes Live common stock will be exchanged, or otherwise amended, such that it will be convertible from and after the Merger into shares of Fresh Vine common stock at a per share conversion price adjusted to reflect the Exchange Ratio. Each share of Fresh Vine common stock and each option and warrant to purchase Fresh Vine common stock that is outstanding at the effective time of the Merger will remain outstanding in accordance with its terms and such shares of Fresh Vine common stock, options and warrants will be unaffected by the merger (subject adjustment based on the proposed Reverse Split described below). As contemplated by the Merger Agreement, Fresh Vine intends to effect a reverse stock split at or around the effect date of the merger at a ratio that results in the Fresh Vine common stock satisfying the initial listing standards of the NYSE American stock exchange and the exchange ratio in the Merger being as near to one as reasonably practicable (i.e., so that each share of Notes Live capital stock will be exchanged in the Merger for approximately one share of Fresh Vine common stock) (the “Reverse Split”). At the effective time of the Merger, the board of directors of Fresh Vine is expected to consist of seven members, all of whom will be designated by Notes Live. Consummation of the Merger is subject to certain closing conditions, as described in the Merger Agreement. The Merger Agreement contains certain termination rights of each of Fresh Vine and Notes Live. Upon termination of the Merger Agreement under specified circumstances, Fresh Vine may be required to pay Notes Live a termination fee of $1.0 million and/or reimburse Notes Live’s expenses up to a maximum of $500,000, and Notes Live may be required to pay Fresh Vine a termination fee of $1.0 million, reimburse Fresh Vine’s expenses up to a maximum of $500,000, and/or, at the election of Fresh Vine, redeem the Fresh Vine Equity Investment at the same price per share as the purchase price paid by Fresh Vine therefor. Concurrently with the execution of the Merger Agreement, (a) officers, directors and certain 10% or greater shareholders of Notes Live (solely in their respective capacities as Notes Live shareholders) holding approximately 42% of the outstanding shares of Notes Live capital stock entitled to vote have entered into voting and support agreements with Fresh Vine to vote, among other things, all of their shares of Notes Live capital stock in favor of adoption of the Merger Agreement and the transactions contemplated thereby, and against any alternative acquisition proposals (the “Notes Live Support Agreements”), and (b) certain officers, directors and stockholders of Fresh Vine have entered into voting and support agreements with Notes Live to vote, among other things, all of their shares of Fresh Vine capital stock in favor of the Fresh Vine Shareholder Matters and against any alternative acquisition proposals (the “Fresh Support Agreements”, and together with the Notes Live Support Agreements, the “Support Agreements”).

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	12 Months Ended
	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Nature of Business	Nature of Business Fresh Vine Wine, Inc. (“the Company”, “our”, “we”), a Nevada corporation, is a premium wine brand built to complement consumers’ healthy and active lifestyles. The Company provides a competitively priced premium product that is blended to deliver several important benefits, such as low -cal -sugar -carb -free The Company’s revenue is comprised primarily of wholesale and direct to consumer (DTC) sales, and representation and distribution services. Wholesale revenue is generated through sales to distributors located in states throughout the United States of America. DTC revenue is generated from individuals purchasing wine directly from the Company through club membership and the Company’s website. Representation and distribution service revenue is generated by providing access to new markets and distribution channels.
Basis of Presentation	Basis of Presentation The Company’s financial statements have been prepared and are presented in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the financial statements. In certain instances, amounts reported in prior period financial statements have been reclassified to conform to the current financial statement presentation.
Liquidity, Going Concern, and Management Plan	Liquidity, Going Concern, and Management Plan Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $26.5 million as of December 31, 2023. Cash flows used in operating activities were $4.8 million and $13.5 million for the years ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had approximately a $1.3 million deficiency in working capital, inclusive of $236,000 in cash and cash equivalents and $100,000 in restricted cash. The Company has increased its liquidity by selling inventory at prices below cost, by significantly reducing staffing levels and by the termination of celebrity endorsement contracts. The Company’s ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors including but not limited to, cash and cash equivalents, working capital and strategic capital raises. The ultimate success of these plans is not guaranteed. In considering our forecast for the next twelve months and the current cash and working capital as of the filing of this Form 10 -K The Company received gross proceeds of $1 million from a preferred stock offering during the year ended December 31, 2023. Subsequent to year end, the Company entered into an Agreement and Plan of Merger (Agreement) with Notes Live, Inc. See Note 15 for further details on the Agreement. The Company will need to seek additional debt or equity financing to sustain existing operations. If adequate financing is not available, the Company will be forced to take measures to severely reduce our expenses and business operations or discontinue them completely. Such financing, if available, may be dilutive. At the current reduced pace of incurring expenses and without receipt of additional financing and the receipt of proceeds from the expected sales of inventory under purchase orders from a discount retailer entered into in the third quarter of 2023, the Company projects that the existing cash balance will be sufficient to fund current operations into the first quarter of 2024, after which additional financing or capital will be needed to satisfy obligations. Additional financing may not be available on favorable terms or at all. If additional financing is available, it may be highly dilutive to existing shareholders and may otherwise include burdensome or onerous terms. The Company’s inability to raise additional working capital in a timely manner would negatively impact the ability to fund operations, generate revenues, maintain or grow the business and otherwise execute the Company’s business plan, leading to the reduction or suspension of operations and ultimately potentially ceasing operations altogether and initiating bankruptcy proceedings. Should this occur, the value of any investment in the Company’s securities would be adversely affected. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Accounting Estimates	Accounting Estimates Management uses estimates and assumptions in preparing these financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include allowance for doubtful accounts, allowance for inventory obsolescence, equity -based -employees
Cash	Cash The Company maintains its accounts at two financial institutions. At times throughout the year, the Company’s cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk.
Restricted Cash	Restricted Cash Included in the cash balance is a deposit of $100,000 that the Company operating bank has required us to maintain as a security for collectability of automated clearing house transactions. These funds are held in a separate account and are not available for disbursements.
Accounts Receivable	Accounts Receivable Accounts receivable consists of amounts owed to the Company for sales of the Company’s products on credit and are reported at net realizable value. Credit terms are extended to customers in the normal course of business. The Company performs ongoing credit evaluations of its customers’ financial conditions. The Company estimates allowances for future returns and doubtful accounts based upon historical experience and its evaluation of the current status of receivables. Accounts considered uncollectible are written off against the allowance. As of December 31, 2023 and 2022 there was no allowance for doubtful accounts.
Inventories	Inventories Inventories primarily include bottled wine which is carried at the lower of cost (calculated using the average cost method) or net realizable value. The Company reduces the carrying value of inventories that are obsolete or for which market conditions indicate cost will not be recovered to estimated net realizable value. The Company’s estimate of net realizable value is based on analysis and assumptions including, but not limited to, historical experience, future demand, and market requirements. Reductions to the carrying value of inventories are recorded in cost of revenues. As of December 31, 2023 and 2022, the Company had recorded an inventory allowance of approximately $112,000 and $0, respectively.
Deferred Offering Costs	Deferred Offering Costs Deferred offering costs primarily consist of legal, accounting, SEC filing fees, and any other fees relating to the Company’s subscription rights offering and preferred equity offering. The deferred offering costs as of December 31, 2022 were capitalized as incurred and were offset against proceeds from the sale of rights at the closing of the Company’s capital raise completed on March 14, 2023.
Investment in Equity Securities	Investment in Equity Securities The Company has elected the measurement alternative for non -marketable -marketable
Revenue recognition	Revenue recognition The Company’s total revenue reflects the sale of wine domestically in the U.S. to wholesale distributors or DTC and related party service revenues. Under ASC Topic 606, Revenue from Contracts with Customers The Company also generates revenue through membership in its wine club. Wine club members pay a monthly fee, which varies depending on level of membership, and are entitled to receive quarterly shipments of wine, free shipping, and discounts on other wine and merchandise purchased. The Company recognizes revenue for the monthly membership dues when the product is delivered. Any membership dues received before the product is delivered is recorded as deferred revenue on the Company’s balance sheet. The Company has determined that related party service revenue should be recognized over the period of time it provides such services. ASC 606 also notes that when another party is involved in providing goods or services to a customer, the entity should determine whether the nature of its promise is a performance obligation to provide the specified goods or services itself (that is, the entity is a principal) or to arrange for those goods or services to be provided by the other party (that is, the entity is an agent). The Company does not bear responsibility for inventory losses and does not have pricing determination; therefore, the Company would be considered the agent and revenue should be recognized as net sales. Products are sold for cash or on credit terms. Credit terms are established in accordance with local and industry practices, and typically require payment within 30 -60 The following table presents the percentages of total revenue disaggregated by sales channels for the years ended December 31, 2023 and 2022: Year ended 2023 2022 Wholesale 72.7 % 57.7 % Direct to consumer 27.3 % 31.9 % Related party service — % 10.4 % Total revenue 100.0 % 100.0 %
Contract Balances and Receivables	Contract Balances and Receivables When the Company receives pre -orders Contract liabilities as of December 31, 2023 and 2022, and January 1, 2022 were $3,407, $10,000 and $13,750, respectively. Revenue recognized in 2023 and 2022 from contract liabilities as of December 31, 2022 and December 31, 2021 was $10,000 and $13,750, respectively. Receivables with customers as of December 31, 2023 and 2022, and January 1, 2022, were $172,101, $259,317 and $208,160, respectively.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company’s accounting for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring or nonrecurring basis adheres to the Financial Accounting Standards Board (FASB) fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: • • • The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The carrying values of cash, accounts receivable, accounts payable, deferred revenue and other financial working capital items approximate fair value at December 31, 2023 and 2022, due to the short maturity nature of these items.
Income Taxes	Income Taxes The Company recognizes uncertain tax positions in accordance with ASC 740 on the basis of evaluating whether it is more likely than not that the tax positions will be sustained upon examination by tax authorities. For those tax positions that meet the more -likely-than
Equity-Based Compensation	Equity-Based Compensation The Company measures equity -based -based The Company measures equity -based -based See Note 9 for further discussion of equity -based
Advertising	Advertising The Company expenses the costs of advertising as incurred. Advertising expense for the years ended December 31, 2023 and 2022, was $1,576,325 and $3,059,429, respectively.
Application of New or Revised Accounting Standards	Application of New or Revised Accounting Standards Pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), a company constituting an “emerging growth company” is, among other things, entitled to rely upon certain reduced reporting requirements and is eligible to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. The Company is an emerging growth company and has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocable opts out of the extended transition period provide in the JOBS Act.
NYSE Listing Requirements	NYSE Listing Requirements On September 8, 2023, the Company received a written notice (the “Notice”) from NYSE American stating that it was not in compliance with Section 1003(a)(ii) of the NYSE American Company Guide (the “Company Guide”), which requires a listed company that has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years to maintain at least $4 million of stockholders’ equity. The Company reported stockholders’ deficit of approximately $712,000 as of December 31, 2023 and have had losses from continuing operations and/or net losses in each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023. As required by the NYSE American, the Company submitted a plan to the NYSE American on October 9, 2023 addressing actions it has taken and how it intends to regain compliance with the continued listing standards within the required 18 On November 21, 2023, the Company received notification (the “Acceptance Letter”) from NYSE American that the Company’s plan to regain compliance with NYSE American’s listing standards was accepted. The Acceptance Letter also stated that the Company is not in compliance with Section 1003(a)(i) of the Company Guide, which requires an issuer to have stockholders’ equity of $2.0 million or more if it has reported losses from continuing operations and/or net losses in two out of its three most recent fiscal years. NYSE American has granted the Company a plan period through March 8, 2025 to regain compliance with Sections 1003(a)(i) and (ii) of the Company Guide. If the Company is not in compliance with all continued listing standards by that date or if the Company does not make progress consistent with the plan during the plan period, the Company will be subject to delisting proceedings.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016 -13 Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments, -looking

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Summary of Significant Accounting Policies [Abstract]
Schedule of Percentages of Total Revenue Disaggregated by Sales	The following table presents the percentages of total revenue disaggregated by sales channels for the years ended December 31, 2023 and 2022: Year ended 2023 2022 Wholesale 72.7 % 57.7 % Direct to consumer 27.3 % 31.9 % Related party service — % 10.4 % Total revenue 100.0 % 100.0 %

Loss Per Share (Tables)

Loss Per Share (Tables)	12 Months Ended
	Dec. 31, 2023
Loss Per Share [Abstract]
Schedule of Components of Diluted Shares	The following table shows the components of diluted shares for the years ending: December 31, December 31, Numerator: Net loss $ (10,615,035 ) $ (15,202,507 ) Less: dividends on preferred stock 41,867 — Net loss attributable to common stockholders $ (10,656,902 ) $ (15,202,507 ) Denominator: Basic – weighted shares outstanding 15,329,617 12,550,096 Dilutive effect from shares authorized — — Diluted – weighted shares outstanding 15,329,617 12,550,096 Basic loss per share $ (0.69 ) $ (1.21 ) Diluted loss per share $ (0.69 ) $ (1.21 )

Inventories (Tables)

Inventories (Tables)	12 Months Ended
	Dec. 31, 2023
Inventories [Abstract]
Schedule of Inventories Consist	Inventories consist of the following at: December 31, December 31, Inventory – finished goods $ 337,873 $ 3,683,159 Inventory – merchandise — 13,039 Total $ 337,873 $ 3,696,198

Prepaid Expenses and Other As_2

Prepaid Expenses and Other Assets (Tables)	12 Months Ended
	Dec. 31, 2023
Prepaid Expenses and Other Assets [Abstract]
Schedule of Prepaid Expenses and Other Assets	Prepaid expenses and other assets consist of the following at: December 31, December 31, Prepaid marketing expenses – current $ 9,871 $ 313,000 Prepaid marketing expenses – long-term — 678,167 Inventory deposits — 569,377 Other prepaid expenses 33,072 78,834 Total $ 42,943 $ 1,639,378

Accrued Expenses (Tables)

Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2023
Accrued Expenses [Abstract]
Schedule of Accrued Expenses	Accrued expenses consist of the following at: December 31, December 31, Sponsorship agreements $ 608,818 $ 234,494 Accrued credit card charges 7,275 21,013 Series A Stock dividends 41,867 — Legal and professional 125,704 89,200 Other accrued expenses 27,059 78,224 Total $ 810,723 $ 422,931

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	12 Months Ended
	Dec. 31, 2023
Stockholders' Equity [Abstract]
Schedule of Activity of the Series A Stock	The issuance activity of the Series A Stock is summarized below: For the Series A Stock shares issued 10,000 Net proceeds $ 950,000
Schedule of Accrued Dividends	The following table summarizes accrued dividends that the Company is legally obligated to pay: For the Series A Stock $ 41,867

Equity-Based Compensation (Tabl

Equity-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2023
Equity-Based Compensation [Abstract]
Schedule of Restricted Stock Unit Activity	Restricted stock unit activity as of and for the years ended December 31, 2023 and 2022 was as follows Number of Weighted Outstanding at December 31, 2021 377,777 0.45 Granted 117,800 0.33 Forfeited (495,577 ) — Outstanding at December 31, 2022 — — Granted 614,883 0.86 Forfeited (614,883 ) — Outstanding at December 31, 2023 — — Number of Weighted Outstanding at December 31, 2021 — — Granted 110,000 9.27 Vested or released (36,668 ) — Forfeited (66,667 ) — Outstanding at December 31, 2022 6,666 0.90 Granted 1,641,332 0.57 Vested or released (570,000 ) — Forfeited (1,057,998 ) — Outstanding at December 31, 2023 20,000 0.00 -related Number of Weighted Outstanding at December 31, 2021 — — Granted 1,030,000 2.25 Vested or released — — Forfeited — — Outstanding at December 31, 2022 1,030,000 2.25 Granted — — Vested or released — — Forfeited — — Outstanding at December 31, 2023 1,030,000 1.25 Number of Weighted Weighted Outstanding at December 31, 2021 110,000 $ 12.00 4.96 Granted — — — Vested or released — — — Forfeited — — — Outstanding at December 31, 2022 110,000 $ 12.00 3.71 Granted 3,143,969 1.25 5.00 Vested or released — — — Forfeited — — — Outstanding at December 31, 2023 3,253,969 $ 1.61 4.16
Schedule of Stock Option Activity	Stock option activity for the years ended December 31, 2023 and 2022 was as follows: Number of Weighted Weighted Outstanding at December 31, 2021 1,830,000 $ 9.86 8.18 Granted 701,893 3.37 10.00 Exercised — — — Forfeited (957,001 ) — — Outstanding at December 31, 2022 1,574,892 $ 9.67 8.94 Granted 1,500,000 0.50 5.00 Exercised — — — Forfeited (2,628,333 ) — — Outstanding at December 31, 2023 446,559 $ 8.88 8.08 Exercisable at December 31, 2023 71,559 $ 3.03 8.67

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Taxes [Abstract]
Schedule of Components of the Provision for Income Taxes	Components of the provision for income taxes for the years ended December 31, 2023 and 2022 were as follows: 2023 2022 Current $ — $ — Deferred — — Total $ — $ —
Schedule of Reconcilation of Tax Expense	The following table represents a reconciliation of the tax expense computed at the statutory federal rate and the Company’s tax expense for the years ending December 31, 2023 and 2022: 2023 2022 Tax expense (benefit) at statutory rate $ (2,229,000 ) 21.0 % $ (3,193,000 ) 21.0 % State income tax expense (benefit), net of federal tax effect (377,000 ) 3.6 % (162,000 ) 1.1 % Change in valuation allowance on deferred tax assets 2,360,000 -22.2 % 3,355,000 -22.1 % Stock award forfeiture 440,000 -4.3 % — -0.0 % Change in deferred tax rate (102,000 ) 1.0 % — 0.0 % Return to provision adjustments (92,000 ) 0.9 % — 0.0 % Income tax expense (benefit) $ — 0.0 % $ — 0.0 %
Schedule of Deferred Tax Assets	The tax effects of temporary differences and carry forwards that give rise to significant portions of the deferred tax assets are as follows: December 31, December 31, Deferred tax assets: Deferred revenue $ 1,000 $ 3,000 Amortization 1,000 1,000 Stock based compensation 120,000 868,000 Net operating losses 5,686,000 3,002,000 Inventory reserve 27,000 — Accrued expenses 407,000 — Prepaid expenses (8,000 ) — Valuation allowance (6,234,000 ) (3,874,000 ) Net deferred tax assets: $ — $ —

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies [Abstract]
Schedule of Estimated Expense for the Sponsorship Agreements	The estimated expense for the sponsorship agreements as described in Note 7 for the periods subsequent to December 31, 2023 is as follows: Sponsorship 2024 $ 162,553

Transactions with Related Par_2

Transactions with Related Parties (Tables)	12 Months Ended
	Dec. 31, 2023
Transactions with Related Parties [Abstract]
Schedule of Shared Expenses	The shared expenses are as follows for the years ended December 31, 2023 and 2022: 2023 2022 Rent $ — $ 94,436 Utilities — 5,470 $ — $ 99,906

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($)		1 Months Ended	12 Months Ended
	Sep. 08, 2023	Nov. 21, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jan. 01, 2022
Summary of Significant Accounting Policies [Line Items]
Accumulated deficit			$ (26,476,760)	$ (15,819,858)
Cash flows used in operating activities			(4,809,009)	(13,528,251)
Working capital			1,300,000
Cash and cash equivalents			236,000
Restricted cash			100,000
Received gross proceeds			950,000
Cash			100,000
Inventory allowance			112,000	0
Contract liabilities			3,407	10,000		$ 13,750
Revenue recognized				10,000	$ 13,750
Receivables with customers			$ 172,101	259,317		$ 208,160
Income tax benefit rate			50%
Unrecognized equity-based compensation expense			$ 0	991,167
Advertising expense			1,576,325	$ 3,059,429
Stockholders equity	$ 4,000,000	$ 2,000,000	$ 712,000

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - Schedule of Percentages of Total Revenue Disaggregated by Sales - Revenue Benchmark [Member] - Customer Concentration Risk [Member]	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Total revenue percentages	100%	100%
Wholesale [Member]
Disaggregation of Revenue [Line Items]
Total revenue percentages	72.70%	57.70%
Direct to consumer [Member]
Disaggregation of Revenue [Line Items]
Total revenue percentages	27.30%	31.90%
Related party service [Member]
Disaggregation of Revenue [Line Items]
Total revenue percentages		10.40%

Loss Per Share (Details)

Loss Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Loss Per Share [Abstract]
Diluted weighted average shares outstanding	14,748,862	2,721,562

Loss Per Share (Details) - Sche

Loss Per Share (Details) - Schedule of Components of Diluted Shares - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Numerator:
Net loss	$ (10,615,035)	$ (15,202,507)
Less: dividends on preferred stock	41,867
Net loss attributable to common stockholders	$ (10,656,902)	$ (15,202,507)
Denominator:
Basic – weighted shares outstanding	15,329,617	12,550,096
Dilutive effect from shares authorized
Diluted – weighted shares outstanding	15,329,617	12,550,096
Basic loss per share	$ (0.69)	$ (1.21)
Diluted loss per share	$ (0.69)	$ (1.21)

Inventories (Details)

Inventories (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Inventories [Abstract]
Inventory write down	$ 1,844,210
Inventory valuation reserve	$ 112,000

Inventories (Details) - Schedul

Inventories (Details) - Schedule of Inventories Consist - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Inventories Consist [Abstract]
Inventory – finished goods	$ 337,873	$ 3,683,159
Inventory – merchandise		13,039
Total	$ 337,873	$ 3,696,198

Prepaid Expenses and Other As_3

Prepaid Expenses and Other Assets (Details) - Schedule of Prepaid Expenses and Other Assets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Schedule of Prepaid Expenses and Other Assets [Abstract]
Prepaid marketing expenses - current	$ 9,871	$ 313,000
Prepaid marketing expenses - long-term		678,167
Inventory deposits		569,377
Other prepaid expenses	33,072	78,834
Total	$ 42,943	$ 1,639,378

Investments (Details)

Investments (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Investments [Abstract]
Investment amount	$ 500,000
Investment shares	50,000

Accrued Compensation (Details)

Accrued Compensation (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Accrued Compensation (Details) [Line Items]
Accrued compensation		$ 420,413
Accrued Liabilities [Member]
Accrued Compensation (Details) [Line Items]
Accrued compensation	$ 0

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2023	Dec. 31, 2022
Accrued Expenses [Line Items]
Marketing expenses	$ 141,000
Sponsor Agreement [Member]
Accrued Expenses [Line Items]
Expense relating to agreements		$ 374,325	$ 353,931
Sponsor Agreement [Member] | Minimum [Member]
Accrued Expenses [Line Items]
Sponsorship agreements term		2 years
Payments for agreements		$ 103,000
Sponsor Agreement [Member] | Maximum [Member]
Accrued Expenses [Line Items]
Sponsorship agreements term		4 years
Payments for agreements		$ 216,000

Accrued Expenses (Details) - Sc

Accrued Expenses (Details) - Schedule of Accrued Expenses - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Accrued Expenses [Abstract]
Sponsorship agreements	$ 608,818	$ 234,494
Accrued credit card charges	7,275	21,013
Series A Stock dividends	41,867
Legal and professional	125,704	89,200
Other accrued expenses	27,059	78,224
Total	$ 810,723	$ 422,931

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)			12 Months Ended
	Aug. 02, 2023	Mar. 14, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 01, 2023	Sep. 07, 2023	Jul. 27, 2023	Mar. 31, 2023	Feb. 22, 2023	Dec. 17, 2021
Stockholders Equity [Line Items]
Subscription rights to purchase units								6,366,129
Warrants expiration								5 years		1 year
Warrants exercise price (in Dollars per share)								$ 1.25
Stockholder received subscription rights (in Dollars per share)									$ 0.5
Price per unit (in Dollars per share)			$ 1
Shares issued			500,000
Gross cash proceeds (in Dollars)		$ 3,140,000
Net proceeds received (in Dollars)			$ 2,600,000
Additional gross proceeds (in Dollars)			$ 3,930,000
Purchase of shares			10,000
Total gross proceeds (in Dollars)			$ 950,000
Aggregate purchase price (in Dollars)	$ 400,000		$ 950,000
Conversion price (in Dollars per share)			$ 0.05
Common stock outstanding percentage			19.90%
Capital or surplus			150%
Redemption issued and outstanding			50%
Per share percentage			200%
Dividend rate			12%
Securities purchase agreement (in Dollars per share)			$ 0.47
Shares of common stock				970,000
Additional shares of common stock				1,030,000
Equity-based compensation (in Dollars)				$ 1,233,300
Common Stock [Member]
Stockholders Equity [Line Items]
Common stock								1
Aggregate purchase price (in Dollars)
Common Stock [Member] | Rights Offering [Member]
Stockholders Equity [Line Items]
Shares issued		3,143,969
Series A Convertible Preferred Stock [Member]
Stockholders Equity [Line Items]
Convertible preferred stock par value (in Dollars per share)							$ 0.001
Undesignated preferred stock			10,000
Conversion price (in Dollars per share)			$ 0.1
Common stock outstanding percentage			19.90%
Series A Redeemable Preferred Stock [Member]
Stockholders Equity [Line Items]
Price per unit (in Dollars per share)			$ 100
Shares issued				970,000	2,000	4,000
Total gross proceeds (in Dollars)			$ 1,000,000
Stock issued			4,000
Conversion price (in Dollars per share)			$ 0.1
Common stock outstanding percentage			4.99%
Redemption issued and outstanding			75%
Per share percentage			150%
Dividend rate			50%
Warrant [Member]
Stockholders Equity [Line Items]
Common stock								1
Warrant [Member] | Rights Offering [Member]
Stockholders Equity [Line Items]
Shares issued		3,143,969

Stockholders' Equity (Details)

Stockholders' Equity (Details) - Schedule of Activity of the Series A Stock - Series A Preferred Stock [Member]	12 Months Ended
	Dec. 31, 2023 USD ($) shares
Schedule of Activity of the Series A Stock [Line Items]
Series A Stock shares issued | shares	10,000
Net proceeds | $	$ 950,000

Stockholders' Equity (Details_2

Stockholders' Equity (Details) - Schedule of Accrued Dividends	12 Months Ended
	Dec. 31, 2023 USD ($)
Schedule of Accrued Dividends [Abstract]
Series A Stock	$ 41,867

Equity-Based Compensation (Deta

Equity-Based Compensation (Details) - USD ($)

1 Months Ended

6 Months Ended

12 Months Ended

Apr. 24, 2023

Mar. 11, 2023

Sep. 01, 2022

Mar. 02, 2022

Dec. 17, 2021

May 25, 2023

Apr. 30, 2023

Mar. 30, 2023

Jan. 31, 2023

Jun. 22, 2022

Feb. 24, 2022

Jun. 30, 2022

Dec. 31, 2023

Dec. 31, 2022

May 11, 2023

Mar. 31, 2023

Equity Based Compensation [Line Items]

Unrecognized equity-based compensation expense (in Dollars)

$ 0

$ 991,167

Recognized expense

991,167

Other expense (in Dollars)

$ 500,000

Total equity-based compensation expense (in Dollars)

1,658,485

Restricted stock units

47,800

Equity-based compensation expense restricted stock (in Dollars)

$ 219,648

Restricted stock units

10,000

Vested shares

6,666

Total equity-based compensation expense (in Dollars)

$ 1,708,218

$ 4,053,123

Unvested shares of restricted stock was forfeited

6,666

Unvested shares of restricted stock

66,666

Shares issued

500,000

Founding members percentage

25%

Options installments percentage

20%

Options remained Shares

375,000

Warrants purchase shares

110,000

Common stock per shares (in Dollars per share)

$ 12

Warrants vest year

1 year

5 years

Exercisable vest years

4 years

Expected volatility

75%

IPO [Member]

Equity Based Compensation [Line Items]

Founding members percentage

15%

Minimum [Member]

Equity Based Compensation [Line Items]

Common stock installments percentage

200%

Expected term

5 years

Maximum [Member]

Equity Based Compensation [Line Items]

Common stock installments percentage

600%

Expected term

10 years

Class F [Member]

Equity Based Compensation [Line Items]

Total equity-based compensation expense (in Dollars)

$ 6,259

176,835

Chief Operating Officer [Member]

Equity Based Compensation [Line Items]

Other expense (in Dollars)

$ 175,000

Board of Directors Chairman [Member]

Equity Based Compensation [Line Items]

Restricted stock units

70,000

Equity-based compensation expense restricted stock (in Dollars)

285,600

Total equity-based compensation expense (in Dollars)

39,510

Chief Financial Officer [Member]

Equity Based Compensation [Line Items]

Other expense (in Dollars)

$ 125,783

$ 41,449

Restricted stock units

100,000

Shares of restricted stock

196,463

Vested shares

3,584

6,571

Total equity-based compensation expense (in Dollars)

$ 110,602

Shares issued

69,892

200,000

Price per share (in Dollars per share)

$ 3.04

$ 3.3

Chief Executive Officer [Member]

Equity Based Compensation [Line Items]

Shares of restricted stock

463,917

Exercisable term

10 years

10 years

Vice President [Member]

Equity Based Compensation [Line Items]

Restricted stock units

380,952

RSU [Member]

Equity Based Compensation [Line Items]

Restricted stock units

251,851

Vested shares

570,000

36,668

Restricted Stock [Member]

Equity Based Compensation [Line Items]

Shares of restricted stock

319,023

124,902

Restricted stock units

170,958

Vested shares

3,334

Total equity-based compensation expense (in Dollars)

$ 9,264

Shares of Restricted Stock [Member]

Equity Based Compensation [Line Items]

Shares of restricted stock

500,000

Shares of Restricted Stock [Member] | Board of Directors Chairman [Member]

Equity Based Compensation [Line Items]

Shares of restricted stock

100,000

Stock Options [Member]

Equity Based Compensation [Line Items]

Total equity-based compensation expense (in Dollars)

$ 565,500

Shares issued

427,001

Price per share (in Dollars per share)

$ 3.47

Equity-based compensation expense (in Dollars)

$ 112,040

$ 223,224

Equity-Based Compensation (De_2

Equity-Based Compensation (Details) - Schedule of Restricted Stock Unit Activity - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Balance beginning		377,777
Weighted Average Remaining Term, Balance beginning		5 months 12 days
Number of Shares, Granted	614,883	117,800
Weighted Average Remaining Term, Granted	10 months 9 days	3 months 29 days
Number of Shares, Vested or released		(3,334)
Number of Shares, Forfeited	(614,883)	(495,577)
Weighted Average Remaining Term, Forfeited
Number of Shares, Balance ending
Weighted Average Remaining Contract Term, Balance ending
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Balance beginning	6,666
Weighted Average Remaining Term, Balance beginning
Number of Shares, Granted	1,641,332	110,000
Weighted Average Remaining Term, Granted	6 months 25 days	9 years 3 months 7 days
Number of Shares, Vested or released	(570,000)	(36,668)
Weighted Average Remaining Term, Vested or released
Number of Shares, Forfeited	(1,057,998)	(66,667)
Weighted Average Remaining Term, Forfeited
Number of Shares, Balance ending	20,000	6,666
Weighted Average Remaining Contract Term, Balance ending	0 years	10 months 24 days
Vendor Stock Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Balance beginning	1,030,000
Weighted Average Remaining Term, Balance beginning
Number of Shares, Granted		1,030,000
Weighted Average Remaining Term, Granted		2 years 3 months
Number of Shares, Vested or released
Weighted Average Remaining Term, Vested or released
Number of Shares, Forfeited
Weighted Average Remaining Term, Forfeited
Number of Shares, Balance ending	1,030,000	1,030,000
Weighted Average Remaining Contract Term, Balance ending	1 year 3 months	2 years 3 months
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Shares, Balance beginning	110,000	110,000
Weighted Average Remaining Term, Balance beginning		4 years 11 months 15 days
Number of Warrants, Balance beginning	$ 12	$ 12
Number of Shares, Granted	3,143,969
Weighted Average Remaining Term, Granted	5 years
Weighted Average Exercise Price, Granted	$ 1.25
Number of Shares, Vested or released
Weighted Average Remaining Term, Vested or released
Weighted Average Excercise price, Vested or released
Number of Shares, Forfeited
Weighted Average Remaining Term, Forfeited
Weighted Average Exercise Price, Forfeited
Number of Shares, Balance ending	3,253,969	110,000
Weighted Average Remaining Contract Term, Balance ending	4 years 1 month 28 days	3 years 8 months 15 days
Weighted Average Excercise price, Balance ending	$ 1.61	$ 12

Equity-Based Compensation (De_3

Equity-Based Compensation (Details) - Schedule of Stock Option Activity - Equity Option [Member] - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options, Balance beginning	1,574,892	1,830,000
Weighted Average Exercise Price, Balance beginning	$ 9.67	$ 9.86
Weighted Average Remaining Contract Term		8 years 2 months 4 days
Number of Options, Granted	1,500,000	701,893
Weighted Average Exercise Price, Granted	$ 0.5	$ 3.37
Weighted Average Remaining Contract Term, Granted	5 years	10 years
Number of Options, Exercised
Weighted Average Exercise Price, Exercised
Weighted Average Remaining Contract Term, Exercised
Number of Options, Forfeited	(2,628,333)	(957,001)
Weighted Average Exercise Price, Forfeited
Weighted Average Remaining Contract Term, Forfeited
Number of Options, Balance ending	446,559	1,574,892
Weighted Average Exercise Price, Balance ending	$ 8.88	$ 9.67
Weighted Average Remaining Contract Term, Balance ending	8 years 29 days	8 years 11 months 8 days
Number of Options, Exercisable	71,559
Weighted Average Exercise Price, Exercisable	$ 3.03
Weighted Average Remaining Contract Term, Exercisable	8 years 8 months 1 day

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Taxes [Line Items]
Federal net operating loss carry forwards	$ 23.9	$ 13.3
State net operating loss carry forwards	$ 9.1	2.2
Tax benefit percentage	50%
Unrecognized tax benefits

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of Components of the Provision for Income Taxes - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Components of the Provision For Income Taxes [Abstract]
Current
Deferred
Total

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of Reconcilation of Tax Expense - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of Reconcilation of Tax Expense [Abstract]
Tax expense (benefit) at statutory rate, amount	$ (2,229,000)	$ (3,193,000)
Tax expense (benefit) at statutory rate, percentage	21%	21%
State income tax expense (benefit), net of federal tax effect, amount	$ (377,000)	$ (162,000)
State income tax expense (benefit), net of federal tax effect, percentage	3.60%	1.10%
Change in valuation allowance on deferred tax assets, amount	$ 2,360,000	$ 3,355,000
Change in valuation allowance on deferred tax assets, percentage	(22.20%)	(22.10%)
Stock award forfeiture, amount	$ 440,000
Stock award forfeiture, percentage	(4.30%)	0%
Change in deferred tax rate, amount	$ (102,000)
Change in deferred tax rate, percentage	1%	0%
Return to provision adjustments, amount	$ (92,000)
Return to provision adjustments, percentage	0.90%	0%
Income tax expense (benefit), amount
Income tax expense (benefit), percentage	0%	0%

Income Taxes (Details) - Sche_3

Income Taxes (Details) - Schedule of Deferred Tax Assets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Deferred revenue	$ 1,000	$ 3,000
Amortization	1,000	1,000
Stock based compensation	120,000	868,000
Net operating losses	5,686,000	3,002,000
Inventory reserve	27,000
Accrued expenses	407,000
Prepaid expenses	(8,000)
Valuation allowance	(6,234,000)	(3,874,000)
Net deferred tax assets:

Supplier and Customer Concent_2

Supplier and Customer Concentration (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Supplier and Customer Concentration [Line Items]
Concentration risk	100%	100%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customers [Member]
Supplier and Customer Concentration [Line Items]
Concentration risk	74%	58%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customers [Member]
Supplier and Customer Concentration [Line Items]
Concentration risk	73%	90%
Suppliers [Member] | Inventory Purchases [Member] | Supplier Concentration Risk [Member]
Supplier and Customer Concentration [Line Items]
Concentration risk	100%	96%

Commitments and Contingencies_2

Commitments and Contingencies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
License Agreements [Member]
Commitments and Contingencies [Line Items]
Net expense	$ 1,000,500	$ 380,000

Commitments and Contingencies_3

Commitments and Contingencies (Details) - Schedule of Estimated Expense for the Sponsorship Agreements	Dec. 31, 2023 USD ($)
Schedule of Estimated Expense for the Sponsorship Agreements [Abstract]
2024	$ 162,553

Transactions with Related Par_3

Transactions with Related Parties (Details) - USD ($)						12 Months Ended
	Jun. 13, 2022	Apr. 30, 2022	Jan. 31, 2022	Jan. 01, 2022	Oct. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Transactions with Related Parties [Line Items]
Management fee	$ 50,000
Service revenue related to agreement							$ 297,224
Purchase of inventory							195,116
Expenses related to agreement				$ 275,000
Base compensation.		$ 5,000
Base compensation and commission expense						$ 40,000	$ 90,000
Minimum [Member]
Transactions with Related Parties [Line Items]
Products sold per share (in Dollars per share)	$ 5
Bonus commissions		5,000
Maximum [Member]
Transactions with Related Parties [Line Items]
Products sold per share (in Dollars per share)	$ 6.5
Bonus commissions		$ 100,000
Damian Novak [Member]
Transactions with Related Parties [Line Items]
Consulting and advisory services				$ 25,000
Promissory Note [Member]
Transactions with Related Parties [Line Items]
Annual interest rate					1%			7%
Interest accrued			$ 9,125					$ 9,125
Repaid amount			$ 216,000
Promissory Note [Member] | Class F [Member]
Transactions with Related Parties [Line Items]
Promissory note issued					$ 216,000

Transactions with Related Par_4

Transactions with Related Parties (Details) - Schedule of Shared Expenses - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Transactions with Related Parties (Details) - Schedule of Shared Expenses [Line Items]
Total		$ 99,906
Rent [Member]
Transactions with Related Parties (Details) - Schedule of Shared Expenses [Line Items]
Rent		94,436
Utilities [Member]
Transactions with Related Parties (Details) - Schedule of Shared Expenses [Line Items]
Utilities		$ 5,470

Legal Proceedings (Details)

Legal Proceedings (Details) - USD ($)		12 Months Ended
	Jan. 25, 2024	Dec. 31, 2023
Legal Proceedings [Line Items]
Cash payment		$ 1,250,000
Cash payment from insurance coverage		805,000
Cash payment		$ 400,000
Common stock shares (in Shares)		500,000
Common stock shares forfeiture (in Shares)		250,000
Mr. Michaels [Member] | Subsequent Event [Member]
Legal Proceedings [Line Items]
Awarding damage	$ 585,976.25
Ms. Anderson [Member]
Legal Proceedings [Line Items]
Common stock shares (in Shares)		500,000

Subsequent Events (Details)

Subsequent Events (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)
Subsequent Events [Line Items]
Termination fee	$ 1,000,000
Termination expenses	$ 500,000
Shareholders merger agreement percentage	10%
Outstanding shares percentage	42%
Fresh Vine [Member]
Subsequent Events [Line Items]
Termination fee	$ 1,000,000
Termination expenses	$ 500,000