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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Panache Beverage Inc DE (CE) | USOTC:WDKA | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
x |
ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o |
TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
38-3855631
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer
Identification No.)
|
150 Fifth Avenue, 3
rd
Floor
New York, NY 10011
|
(Address of principal executive offices)
|
(Title of Each Class)
|
Common Stock, par value $0.001 per share
|
Large accelerated filer
|
o |
Non-accelerated filer
|
o |
Accelerated filer
|
o |
Smaller reporting company
|
x |
2012 and 2013
|
High
|
Low
|
||||||
Quarter Ended 3/31/2012
|
$ | 1.98 | $ | 0.10 | ||||
Quarter Ended 6/30/2012
|
$ | 1.65 | $ | 1.01 | ||||
Quarter Ended 9/30/2012
|
$ | 1.30 | $ | 0.50 | ||||
Quarter Ended 12/31/2012
|
$ | 0.90 | $ | 0.43 | ||||
Quarter Ended 3/31/2013
|
$ | 0.98 | $ | 0.46 | ||||
Quarter Ended 6/30/2013
|
$ | 0.58 | $ | 0.25 | ||||
Quarter Ended 9/30/2013
|
$ | 0.40 | $ | 0.22 | ||||
Quarter Ended 12/31/2013
|
$ | 0.40 | $ | 0.27 |
Plan Category
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
|
|||||||||
(a)
|
(b)
|
(c)
|
||||||||||
Equity compensation
plans approved by
security holders
|
0 | -- | 0 | |||||||||
Equity compensation
plans not approved by
security holders
|
2,765,000 | (1) | $ | 1.00 | 1,235,000 | |||||||
4,600,000 | (2) | $ | 0.50 | 0 |
·
|
Securing an ample supply of bulk spirits for Panache Distillery;
|
·
|
Launching production and marketing for our recently announced new brands: Old South Shine, Old Grumpy Bastard (OGB), Spirytus;
|
·
|
Covering possible earnings shortfall at Panache Distillery resulting from government shutdowns and delays in licensing and approvals;
|
·
|
Covering potential Alibi and Wodka revenue deficits caused by unanticipated delays in entering into distributor agreements as our own importer and unwinding short fallings of the prior importer of record;
|
·
|
Investing in human capital to facilitate revenue growth and increase visibility of our brands, services, and assets nationwide; and
|
·
|
Covering expenses stemming from past year's litigation (in case of revenue shortfall)
|
·
|
Curtail launch of new products and lines of business
|
·
|
Forgo opportunities to secure supply of bulk spirits and to enter into certain agreements at Panache Distillery
|
·
|
Limit our future marketing efforts to areas that we believe would be the most profitable.
|
Report of Silberstein Ungar, PLLC | F-2 | |||
Consolidated Balance Sheets as of December 31, 2013 and December 31, 2012 | F-3 | |||
Consolidated Statements of Operations for the years ended December 31, 2013 and 2012 | F-4 | |||
Consolidated Statement of Equity (Deficit) as of December 31, 2013 | F-5 | |||
Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012 | F-6 | |||
Notes to Consolidated Financial Statements | F-7 |
For the year ended
|
||||||||
December 31,
|
||||||||
2013
|
2012
|
|||||||
REVENUES - NET
|
$ | 3,694,020 | $ | 3,290,814 | ||||
COST OF GOODS SOLD
|
2,537,248 | 2,129,240 | ||||||
GROSS PROFIT
|
1,156,772 | 1,161,574 | ||||||
OPERATING EXPENSES
|
||||||||
Advertising and promotion
|
1,042,284 | 964,442 | ||||||
Consulting
|
712,526 | 394,459 | ||||||
Professional fees
|
1,737,077 | 1,070,109 | ||||||
General and administrative
|
2,722,316 | 2,460,462 | ||||||
TOTAL OPERATING EXPENSES
|
6,214,203 | 4,889,472 | ||||||
LOSS FROM OPERATIONS
|
(5,057,431 | ) | (3,727,898 | ) | ||||
OTHER EXPENSE
|
||||||||
Interest expense
|
(702,371 | ) | (132,998 | ) | ||||
Interest income
|
207 | - | ||||||
Gain on disposal of fixed assets
|
100,609 | - | ||||||
Gain on legal settlements
|
224,674 | - | ||||||
Gain (loss) on extinguishment of debt
|
135,261 | (26,839 | ) | |||||
TOTAL OTHER EXPENSE
|
(241,620 | ) | (159,837 | ) | ||||
LOSS FROM OPERATIONS AND BEFORE
NON-CONTROLLING INTERESTS
|
(5,299,051 | ) | (3,887,735 | ) | ||||
LESS: LOSS ATTRIBUTABLE TO NON-CONTROLLING
INTERESTS
|
716,382 | 620,670 | ||||||
LOSS BEFORE PROVISION FOR INCOME TAXES
|
(4,582,669 | ) | (3,267,065 | ) | ||||
PROVISION FOR INCOME TAXES
|
- | - | ||||||
NET LOSS ATTRIBUTABLE TO PANACHE
BEVERAGE, INC.
|
$ | (4,582,669 | ) | $ | (3,267,065 | ) | ||
BASIC AND DILUTED RESULTS PER SHARE OF
COMMON STOCK:
|
||||||||
LOSS PER SHARE ATTRIBUTABLE TO PANACHE
BEVERAGE, INC.: BASIC AND DILUTED
|
$ | (0.17 | ) | $ | (0.12 | ) | ||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED
|
27,022,028 | 26,137,361 |
Common Stock
|
Additional Paid in
|
Common Stock
|
Treasury
|
Accumulated
|
Total Stockholders' Equity
|
Non-Controlling
|
Total Equity
|
|||||||||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Warrants
|
Stock
|
Deficit
|
(Deficit)
|
Interests
|
(Deficit)
|
||||||||||||||||||||||||||||
Balance, January 1, 2012
|
25,107,891 | $ | 25,108 | $ | 1,303,412 | $ | 163,097 | $ | - | $ | (2,516,269 | ) | $ | (1,024,652 | ) | $ | (123,696 | ) | $ | (1,148,348 | ) | |||||||||||||||
Capital contributions
|
- | - | - | - | - | - | - | 257,944 | 257,944 | |||||||||||||||||||||||||||
Common stock and warrants issued
for $0.50 per share
|
120,000 | 120 | 99,761 | 20,119 | - | - | 120,000 | - | 120,000 | |||||||||||||||||||||||||||
Common stock and warrants issued
for $1.00 per share
|
590,000 | 590 | 631,712 | 105,198 | - | - | 737,500 | - | 737,500 | |||||||||||||||||||||||||||
Common stock & warrants issued
for services rendered
|
487,000 | 487 | 487,213 | 8,351 | - | - | 496,051 | - | 496,051 | |||||||||||||||||||||||||||
Common stock issued to satisfy debt
|
150,000 | 150 | 149,850 | - | - | - | 150,000 | - | 150,000 | |||||||||||||||||||||||||||
Shares repurchased
|
- | - | - | - | (150,000 | ) | - | (150,000 | ) | - | (150,000 | ) | ||||||||||||||||||||||||
Treasury shares sold
|
- | - | - | - | 50,000 | - | 50,000 | - | 50,000 | |||||||||||||||||||||||||||
Treasury shares retired
|
(100,000 | ) | (100 | ) | (99,900 | ) | - | 100,000 | - | - | - | - | ||||||||||||||||||||||||
Warrants from debt issuance
|
- | - | - | 14,449 | - | - | 14,449 | - | 14,449 | |||||||||||||||||||||||||||
Warrants exercised
|
230,000 | 230 | 337,506 | (47,736 | ) | - | - | 290,000 | - | 290,000 | ||||||||||||||||||||||||||
Warrants modified
|
- | - | (148,395 | ) | 148,395 | - | - | - | - | - | ||||||||||||||||||||||||||
Warrants expired
|
- | - | 177,756 | (177,756 | ) | - | - | - | - | - | ||||||||||||||||||||||||||
Stock-based compensation
|
- | - | 248,884 | - | - | - | 248,884 | - | 248,884 | |||||||||||||||||||||||||||
Issuance of shares from stock-based
compensation
|
176,000 | 176 | (176 | ) | - | - | - | - | - | - | ||||||||||||||||||||||||||
Beneficial interest in conversion
feature of convertible debt
|
- | - | 25,000 | - | - | - | 25,000 | - | 25,000 | |||||||||||||||||||||||||||
Net loss for the period ended
December 31, 2012
|
- | - | - | - | - | (3,267,065 | ) | (3,267,065 | ) | (620,670 | ) | (3,887,735 | ) | |||||||||||||||||||||||
Balance, December 31, 2012
|
26,760,891 | 26,761 | 3,212,623 | 234,117 | - | (5,783,334 | ) | (2,309,833 | ) | (486,422 | ) | (2,796,255 | ) | |||||||||||||||||||||||
Common stock issued for services
rendered and dispute resolution
|
260,000 | 260 | 145,740 | - | - | - | 146,000 | - | 146,000 | |||||||||||||||||||||||||||
Warrants vested for services
rendered
|
- | - | - | 475,020 | - | - | 475,020 | - | 475,020 | |||||||||||||||||||||||||||
Warrants expired
|
- | - | 225,764 | (225,764 | ) | - | - | - | - | - | ||||||||||||||||||||||||||
Stock-based compensation
|
- | - | 607,480 | - | - | - | 607,480 | - | 607,480 | |||||||||||||||||||||||||||
Issuance of shares from stock-
based compensation
|
35,000 | 35 | (35 | ) | - | - | - | - | - | - | ||||||||||||||||||||||||||
Net loss for the period ended
December 31, 2013
|
- | - | - | - | - | (4,582,669 | ) | (4,582,669 | ) | (716,382 | ) | (5,299,051 | ) | |||||||||||||||||||||||
Balance, December 31, 2013
|
27,055,891 | $ | 27,056 | $ | 4,191,572 | $ | 483,373 | $ | - | $ | (10,366,003 | ) | $ | (5,664,002 | ) | $ | (1,202,804 | ) | $ | (6,866,806 | ) |
For the year ended
|
||||||||
December 31,
|
||||||||
2013
|
2012
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss for the period
|
$ | (4,582,669 | ) | $ | (3,267,065 | ) | ||
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
|
||||||||
Non-controlling interest
|
(716,382 | ) | (620,670 | ) | ||||
Depreciation
|
5,009 | 6,499 | ||||||
Bad debt expense
|
- | 430,402 | ||||||
Gain on disposal of fixed assets
|
(100,609 | ) | - | |||||
Loss on extinguishment of debt attributable to loan discount
|
- | 14,449 | ||||||
Amortization of loan discount
|
- | 25,000 | ||||||
Stock issued and warrants vested for services rendered
|
621,020 | 496,051 | ||||||
Stock-based compensation
|
607,480 | 248,884 | ||||||
Advertising expense from capital contribution
|
- | 257,944 | ||||||
Changes in assets and liabilities:
|
||||||||
Restricted cash
|
(1,342,158 | ) | (600,000 | ) | ||||
Accounts receivable
|
1,210,493 | (1,384,611 | ) | |||||
Inventory
|
(943,894 | ) | (52,973 | ) | ||||
Prepaid expenses
|
(341,529 | ) | 6,360 | |||||
Accounts payable
|
164,875 | 454,147 | ||||||
Consulting fees payable – related party
|
- | (2,705 | ) | |||||
Accrued interest
|
309,026 | 16,086 | ||||||
Other current liabilities
|
50,525 | 233,623 | ||||||
CASH FLOWS USED IN OPERATING ACTIVITIES
|
(5,058,813 | ) | (3,738,579 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Purchase of property and equipment
|
(995,053 | ) | (10,915 | ) | ||||
Proceeds from sale of property and equipment
|
1,067,750 | - | ||||||
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES
|
72,697 | (10,915 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds from notes payable
|
22,861 | 597,700 | ||||||
Repayments of notes payable
|
(284,736 | ) | (180,638 | ) | ||||
Proceeds from loans payable – related parties
|
69,758 | 246,801 | ||||||
Repayments of loans payable – related parties
|
(190,275 | ) | (7,682 | ) | ||||
Net (decrease) increase in due to factor
|
(695,820 | ) | 691,027 | |||||
Proceeds from long term debt and related stock warrants
|
5,400,000 | 2,100,000 | ||||||
Repayments of long term debt
|
- | (183,500 | ) | |||||
Proceeds from issuance of stock and warrants
|
- | 1,147,500 | ||||||
Repurchase of treasury stock
|
- | (100,000 | ) | |||||
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
|
4,321,788 | 4,311,208 | ||||||
NET INCREASE (DECREASE) IN CASH
|
(664,328 | ) | 561,714 | |||||
Cash, beginning of period
|
714,178 | 152,464 | ||||||
Cash, end of period
|
$ | 49,850 | $ | 714,178 | ||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
||||||||
Cash paid for interest
|
$ | 604,012 | $ | 91,912 | ||||
NONCASH INVESTING AND FINANCING ACTIVITIES
|
||||||||
Stock issued and warrants vested for services rendered
|
$ | 621,020 | $ | 1,508,502 | ||||
Debt financed inventory purchases
|
$ | 83,333 | $ | - | ||||
Debt financed property and equipment purchases
|
$ | 3,416,667 | $ | - | ||||
Capitalization of accrued interest into debt principal
|
$ | 210,667 | $ | - | ||||
Capital contribution – Advertising services
|
$ | - | $ | 257,944 | ||||
Conversion of accounts payable to notes payable - related party
|
$ | - | $ | 21,000 | ||||
Conversion of debt to stock
|
$ | - | $ | 150,000 |
Buildings and improvements | 15 - 39 years |
Distillery equipment | 7 years |
Office equipment | 3 - 7 years |
Vehicles | 5 years |
December 31,
|
||||||||
2013
|
2012
|
|||||||
Land
|
$ | 144,745 | $ | - | ||||
Buildings and improvements
|
754,961 | - | ||||||
Distillery equipment
|
2,491,782 | - | ||||||
Office equipment
|
45,180 | 12,088 | ||||||
Vehicles
|
21,659 | 1,659 | ||||||
Leasehold improvements
|
5,000 | 5,000 | ||||||
3,463,327 | 18,747 | |||||||
Less: accumulated depreciation
|
(12,776 | ) | (7,766 | ) | ||||
Net property and equipment
|
$ | 3,450,551 | $ | 10,981 |
December 31,
2013
|
December 31,
2012
|
|||||||
Commissions payable
|
$ | - | $ | 171,778 | ||||
Excise taxes payable
|
75,954 | 75,954 | ||||||
Customer deposits
|
9,561 | 115,464 | ||||||
Accrued salaries
|
330,374 | 138,900 | ||||||
Deferred revenue
|
100,000 | - | ||||||
Accrued expenses and other liabilities
|
103,723 | 66,991 | ||||||
Total other current liabilities
|
$ | 619,612 | $ | 569,087 |
For the year ended:
|
||||
December 31, 2014
|
$ | 531,418 | ||
December 31, 2015
|
- | |||
December 31, 2016
|
3,500,000 | |||
December 31, 2017
|
7,710,667 | |||
December 31, 2018
|
- | |||
$ | 11,742,085 |
Risk free rate
|
0.4 | % | ||
Expected dividend yield
|
0.0 | % | ||
Expected volatility
|
80 | % | ||
Expected life of options
|
2.18 years
|
|||
Exercise price
|
$ | 1.50 | ||
Stock price on issuance date
|
$ | 0.35 |
Risk free rate
|
0.2 | % | ||
Expected dividend yield
|
0.0 | % | ||
Expected volatility
|
95 | % | ||
Expected life of options
|
3.00years
|
|||
Exercise price
|
$ | 1.00 | ||
Stock price on issuance date
|
$ | 0.59 |
Risk free rate
|
0.2 | % | ||
Expected dividend yield
|
0.0 | % | ||
Expected volatility
|
73 | % | ||
Expected life of options
|
1.20 years
|
|||
Exercise price
|
$ | 1.74 | ||
Stock price on issuance date
|
$ | 1.28 |
Risk free rate
|
0.9 | % | ||
Expected dividend yield
|
0.0 | % | ||
Expected volatility
|
99 | % | ||
Expected life of options
|
5.00 years
|
|||
Exercise price
|
$ | 0.50 | ||
Stock price on issuance date
|
$ | 0.54 |
Risk free rate
|
0.8 | % | ||
Expected dividend yield
|
0.0 | % | ||
Expected volatility
|
98 | % | ||
Expected life of options
|
5.00 years
|
|||
Exercise price
|
$ | 0.50 | ||
Stock price on issuance date
|
$ | 0.59 |
Warrants
|
Number of
Warrants
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Term
|
Aggregate
Intrinsic
Value
|
|||||||||
Outstanding as of January 1, 2013
|
6,263,750 | $ | 0.86 | ||||||||||
Issued
|
1,905,000 | $ | 0.53 | ||||||||||
Exercised
|
- | ||||||||||||
Expired
|
(803,750 | ) | |||||||||||
Outstanding of December 31, 2013
|
7,365,000 | $ | 0.69 |
3.26 years
|
$ | - |
December 31,
|
||||||||
2013
|
2012
|
|||||||
Deferred income tax assets
|
||||||||
Net operating loss carryforward
|
$ | 2,004,441 | $ | 986,333 | ||||
Other
|
(52,748 | ) | 1,757 | |||||
Valuation allowance
|
(1,951,693 | ) | (988,090 | ) | ||||
$ | - | $ | - |
Years ended
December 31,
|
||||||||
2013
|
2012
|
|||||||
Numerator:
|
||||||||
Net loss attributable to
Panache Beverage, Inc.
|
$ | (4,582,669 | ) | $ | (3,267,065 | ) | ||
Denominator:
|
||||||||
Weighted average shares outstanding
|
27,022,028 | 26,137,361 | ||||||
Basic net loss per share
|
$ | (0.17 | ) | $ | (0.12 | ) |
(a)
|
Financial Statements and Schedules
|
(b)
|
Exhibits
|
2.1
|
Agreement and Plan of Merger dated as of October 29, 2013 by and between Panache Beverage, Inc., a Florida corporation, and Panache Beverage, Inc. (1)
|
3.1
|
Certificate of Incorporation of Panache Beverage, Inc. (2)
|
3.2
|
By-laws of Panache Beverage, Inc. (2)
|
10.1
|
Loan Agreement dated December 21, 2012 between Consilium Corporate Recovery Master Fund, Ltd. and Panache Beverage Inc. (3)
|
10.2
|
Promissory Note dated December 21, 2012 for $2,100,000 between Consilium Corporate Recovery Master Fund, Ltd. and Panache Beverage Inc. (3)
|
10.3
|
Trademark Assignment and Security Agreement dated December 21, 2012 among Consilium Corporate Recovery Master Fund, Ltd., Panache Beverage Inc., Panache LLC, Alchemy International, LLC, and Alibi NYC, LLC. (3)
|
10.4
|
Pledge and Security Agreement dated December 21, 2012 among James Dale, Agata Podedworny and Consilium Corporate Recovery Master Fund, Ltd. (3)
|
10.5
|
Stock Pledge Agreements dated December 21, 2012 executed by James Dale, MIS Beverage Holdings, Agata Podedworny and Sjoerd De Jong. (3)
|
10.6
|
Limited Guaranty to Consilium Corporate Recovery Master Fund, Ltd. signed by Alchemy, Panache and Alibi to reflect they received more than adequate consideration for their respective pledges. (3)
|
10.7
|
Loan Service Agreement with Chicago Title Insurance Company dated December 17, 2012 in connection with $2,100,000 loan from Consilium Corporate Recovery Master Fund, Ltd. (3)
|
10.8
|
Pledge and Assignment of Depository Agreement and Operating Accounts to Consilium Corporate Recovery Master Fund, Ltd. by Panache Beverage Inc. (3)
|
10.9
|
Exclusive Importer Distribution Agreement with Domaine Select Wine Estates and Alibi dated November 12, 2012. (3)
|
10.10
|
Importer Distribution Agreement between Panache Beverage, Inc. and Domaine Select Wine Estates. (3)
|
10.11
|
Amended and Restated Financial Advisor Agreement between Consilium Investment Management LLC and Panache Beverage, Inc.†
|
10.12
|
First Amendment to Financial Advisor Agreement between Consilium Investment Management LLC and Panache Beverage, Inc. (3)
|
10.13
|
Amended and Restated Financial Advisor Warrant Agreement between Panache Beverage, Inc. and Consilium Investment Management LLC. †
|
10.14
|
Loan Agreement dated February 14, 2013 between Consilium Corporate Recovery Master Fund, Ltd. and Wodka LLC. (3)
|
10.15
|
Promissory Note dated February 14, 2013 for $1,400,000 between Consilium Corporate Recovery Master Fund, Ltd. and Wodka LLC. (3)
|
10.16
|
Pledge and Security Agreement dated February 14, 2013 among Wodka LLC, Panache LLC and Consilium Corporate Recovery Master Fund, Ltd. (3)
|
10.17
|
Amended and Restated Financial Advisor Warrant Agreement between Panache Beverage, Inc. and Consilium Investment Management LLC.†
|
10.18
|
Loan Service Agreement with Chicago Title Insurance Company dated December 17, 2012 in connection with $1,400,000 loan from Consilium Corporate Recovery Master Fund, Ltd.(3)
|
10.19
|
Pledge and Assignment of Depository Agreement and Operating Accounts to Consilium Corporate Recovery Master Fund, Ltd. by Wodka LLC.(3)
|
10.20
|
Waiver of Rights by Van Wagner Communications, LLC with respect to the Operating Agreement of Wodka LLC. (3)
|
10.21
|
Intercreditor Agreement dated February 12, 2013 between Mast Capital Partners, LLC and Consilium Corporate Recovery Master Fund, Ltd. with respect to Panache LLC. (3)
|
10.22
|
Intercreditor Agreement dated February 12, 2013 between Mast Capital Partners, LLC and Consilium Corporate Recovery Master Fund, Ltd. with respect to Alibi NYC, LLC. (3)
|
10.23
|
Intercreditor Agreement dated February 12, 2013 between Mast Capital Partners, LLC and Consilium Corporate Recovery Master Fund, Ltd. with respect to Wodka, LLC. (3)
|
10.24
|
Factoring and Security Agreement dated October 30, 2012 between Alibi NYC, LLC and Mast Capital Partners, LLC. (3)
|
10.25
|
Client Factoring Relationship Letter dated November 9, 2012 from Mast Capital Partners, LLC to MHW, Ltd. (3)
|
10.26
|
Exclusive Importer Distribution Agreement with Domaine Select Wine Estates and Alibi dated June 20, 2012. (3)
|
10.28
|
Amended and Restated Loan Agreement dated May 9, 2013 between Consilium Corporate Recovery Master Fund, LTD. (4)
|
10.27
|
Promissory Note of Panache Beverage, Inc. payable to Consilium Corporate Recovery Master Fund, Ltd., dated May 9, 2013, in the principal amount of $4,000,000. (5)
|
10.29
|
Omnibus Modification Agreement, dated May 9, 2013, by and between Consilium Corporate Recovery Master Fund, Ltd, and Panache Beverage, Inc., Alibi NYC, LLC, Panache USA, LLC, Alchemy International, LLC, MIS Beverage Holdings, LLC, James Dale, Agata Podedworny, Sjoerd de Jong and Panache Distillery, LLC. (5)
|
10.30
|
Asset Purchase Agreement dated May 15, 2013 between Panache Distillery LLC and Douglas Joint Venture, Empire Join Venture and V-3 Joint Venture, LLC. (4)
|
10.31
|
Amendment No. 1 to the Asset Purchase Agreement, date as of May 15, 2013, by and between
Douglas Joint Venture, Empire Joint Venture and V-3 Joint Venture, LLC and Panache Distillery, LLC
.(6)
|
10.31
|
Amendment No. 2 to the Asset Purchase Agreement, date as of May 21, 2013, by and between
Douglas Joint Venture, Empire Joint Venture and V-3 Joint Venture, LLC and Panache Distillery, LLC
.(6)
|
10.32
|
Amendment No. 3 to the Asset Purchase Agreement, date as of May 30, 2013, by and between
Douglas Joint Venture, Empire Joint Venture and V-3 Joint Venture, LLC and Panache Distillery, LLC
.(6)
|
10.33
|
Amendment No. 4 to the Asset Purchase Agreement, date as of May 30, 2013, by and between
Douglas Joint Venture, Empire Joint Venture and V-3 Joint Venture, LLC and Panache Distillery, LLC
.(6)
|
10.34
|
$3,500,000 Promissory Note, dated August 22, 2013, payable to Douglas Joint Venture, Empire Joint Venture and V-3 Joint Venture, LLC. (7)
|
10.35
|
Amendment No. 5 to the Asset Purchase Agreement dated as of August 22, 2013 by and between the Company and Douglas Joint Venture, Empire Joint Venture and V-3 Joint Venture, LLC. (7)
|
10.36
|
Purchase Money Mortgage and Security Agreement and Assignment of Rents and Leases and Fixture Filing, dated August 23, 2013 by and between the Company and Douglas Joint Venture, Empire Joint Venture and V-3 Joint Venture, LLC. (7)
|
10.37
|
First Amendment to Amended and Restated Loan, dated September 4, 2013, by and between Consilium Corporate Recovery Master Fund, Ltd, and Panache Beverage, Inc., Alibi NYC, LLC, Panache USA, LLC, Alchemy International, LLC, MIS Beverage Holdings, LLC, James Dale, Agata Podedworny, Sjoerd de Jong and Panache Distillery, LLC. (7)
|
10.38
|
Second Amendment to Amended and Restated Loan Agreement, dated October 29, 2013, by and between Consilium Corporate Recovery Master Fund, LTD, and Panache Beverage, Inc., James Dale, Agata Podedworny, Sjoerd de Jong, MIS Beverage Holdings, LLC, Panache Distillery, LLC, Alibi NYC, LLC, Panache USA, LLC, and Alchemy International, LLC. (8)
|
10.39
|
First Amendment to Amended and Restated Trademark Assignment and Security Agreement, dated October 29, 2013, by and between Consilium Corporate Recovery Master Fund, LTD, and Panache Beverage, Inc., Alibi NYC, LLC, Panache, LLC, and Alchemy International, LLC.(8)
|
10.40
|
Employment Agreement, dated as of March 1, 2012, by and between the Company and James Dale. †*
|
10.41
|
Employment Agreement, dated as of April 1, 2012, by and between the Company and Agata Podedworny. †*
|
10.42
|
Employment Agreement, dated as of July 1, 2012, by and between the Company and Sjoerd de Jong. †*
|
10.43
|
Employment Agreement, dated as of June 1, 2013, by and between the Company and Michael Romer. †*
|
10.44
|
Omnibus Modification, Note Extension and Ratification Agreement, dated as of March 31, 2014, by and between Consilium Corporate Recovery Master Fund, LTD, and Panache Beverage, Inc., James Dale, Agata Podedworny, Sjoerd de Jong, MIS Beverage Holdings, LLC, Panache Distillery, LLC, Alibi NYC, LLC, Panache USA, LLC, and Alchemy International, LLC. (9)
|
10.45.
|
Omnibus Modification, Note Extension and Ratification Agreement, dated as of March 31, 2014, by and between Consilium Corporate Recovery Master Fund, LTD, Wodka, LLC and Panache, LLC. (9)
|
10.46
|
Mortgage and Security Agreement, dated as of March 31, 2014, by and between Consilium Corporate Recovery Master Fund, LTD and Panache Distillery, LLC. (9)
|
21 | List of Subsidiaries of the Registrant.† |
31.1 | Certification of Chief Executive Officer.† |
31.2 | Certification of Chief Financial Officer.† |
32.1
|
Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. †
|
32.2
|
Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.†
|
101.INS †
|
XBRL Instance Document. **
|
|
101.SCH †
|
XBRL Taxonomy Extension Schema Document.**
|
|
101.CAL †
|
XBRL Taxonomy Extension Calculation Linkbase Document. **
|
|
101.LAB †
|
XBRL Taxonomy Extension Label Linkbase Document. **
|
|
101.PRE †
|
XBRL Taxonomy Extension Presentation Linkbase Document. **
|
|
101.DEF †
|
XBRL Taxonomy Extension Definition Linkbase Document. **
|
(1)
|
Included as an exhibit to the Current Report on Form 8-K filed on November 4, 2013 and incorporated herein by reference.
|
(2)
|
Included as an exhibit to the Company's Information Statement on Schedule 14C filed with the SEC on October 9, 2013 and incorporated herein by reference.
|
(3)
|
Included as an exhibit to the Annual Report on Form 10-K, filed on April 1, 2013 and incorporated herein by reference.
|
(4)
|
Included as an exhibit to the Quarterly Report on Form 8-K, filed on August 19, 2013 and incorporated herein by reference.
|
(5)
|
Included as an exhibit to Amendment No. 1 to Current Report on Form 8-K, filed on November 12, 2013 and incorporated herein by reference.
|
(6)
|
Included as an exhibit to Amendment No. 1 to Current Report on Form 8-K, filed on November 12, 2013 and incorporated herein by reference.
|
(7)
|
Included as an exhibit to the Quarterly Report on Form 10-Q, filed on November 14, 2013 and incorporated herein by reference.
|
(8)
|
Included as an exhibit to the Current Report on Form 8-K, filed on November 4, 2013 and incorporated herein by reference.
|
(9)
|
Included as an exhibit to the Current Report on Form 8-K, filed on April4, 2014 and incorporated herein by reference.
|
†
|
Filed herew
i
th.
|
*
|
Management contract or compensatory plan or arrangement.
|
**
|
Pursuant to Rule 406T of Regulation S-T, the interactive files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
|
PANACHE BEVERAGE INC.
|
|||
Date: April 8, 2014
|
By:
|
/s/ James Dale
|
|
James Dale
Chief Executive Officer
|
SIGNATURE
|
TITLE
|
DATE
|
||
/s/ Charles T. Cassel, III
|
Chairman of the Board
|
April 8, 2014
|
||
Charles T. Cassel, III
|
||||
/s/ James Dale
|
President and Chief Executive Officer
|
April 8, 2014
|
||
James Dale
|
(Principal Executive Officer, Principal Financing and Accounting Officer)
|
|||
/
s/ Agata Podedworny
|
Chief Operating Officer, Director
|
April 8, 2014
|
||
Agata Podedworny
|
||||
/s/ Sjoerd de Jong
|
Vice President of Sales, Director
|
April 8, 2014
|
||
Sjoerd de Jong
|
||||
/s/ Michael Romer |
Managing Director, Director
|
April 8, 2014 | ||
Michael Romer | ||||
/s/ David Shara | Director | April 8, 2014 | ||
David Shara | ||||
/s/ Nicholas Hines | Director | April 8, 2014 | ||
Nicholas Hines |
2.1
|
Agreement and Plan of Merger dated as of October 29, 2013 by and between Panache Beverage, Inc., a Florida corporation, and Panache Beverage, Inc. (1)
|
3.1
|
Certificate of Incorporation of Panache Beverage, Inc. (2)
|
3.2
|
By-laws of Panache Beverage, Inc. (2)
|
10.1
|
Loan Agreement dated December 21, 2012 between Consilium Corporate Recovery Master Fund, Ltd. and Panache Beverage Inc. (3)
|
10.2
|
Promissory Note dated December 21, 2012 for $2,100,000 between Consilium Corporate Recovery Master Fund, Ltd. and Panache Beverage Inc. (3)
|
10.3
|
Trademark Assignment and Security Agreement dated December 21, 2012 among Consilium Corporate Recovery Master Fund, Ltd., Panache Beverage Inc., Panache LLC, Alchemy International, LLC, and Alibi NYC, LLC. (3)
|
10.4
|
Pledge and Security Agreement dated December 21, 2012 among James Dale, Agata Podedworny and Consilium Corporate Recovery Master Fund, Ltd. (3)
|
10.5
|
Stock Pledge Agreements dated December 21, 2012 executed by James Dale, MIS Beverage Holdings, Agata Podedworny and Sjoerd De Jong. (3)
|
10.6
|
Limited Guaranty to Consilium Corporate Recovery Master Fund, Ltd. signed by Alchemy, Panache and Alibi to reflect they received more than adequate consideration for their respective pledges. (3)
|
10.7
|
Loan Service Agreement with Chicago Title Insurance Company dated December 17, 2012 in connection with $2,100,000 loan from Consilium Corporate Recovery Master Fund, Ltd. (3)
|
10.8
|
Pledge and Assignment of Depository Agreement and Operating Accounts to Consilium Corporate Recovery Master Fund, Ltd. by Panache Beverage Inc. (3)
|
10.9
|
Exclusive Importer Distribution Agreement with Domaine Select Wine Estates and Alibi dated November 12, 2012. (3)
|
10.10
|
Importer Distribution Agreement between Panache Beverage, Inc. and Domaine Select Wine Estates. (3)
|
10.11
|
Amended and Restated Financial Advisor Agreement between Consilium Investment Management LLC and Panache Beverage, Inc.†
|
10.12
|
First Amendment to Financial Advisor Agreement between Consilium Investment Management LLC and Panache Beverage, Inc. (3)
|
10.13
|
Amended and Restated Financial Advisor Warrant Agreement between Panache Beverage, Inc. and Consilium Investment Management LLC. †
|
10.14
|
Loan Agreement dated February 14, 2013 between Consilium Corporate Recovery Master Fund, Ltd. and Wodka LLC. (3)
|
10.15
|
Promissory Note dated February 14, 2013 for $1,400,000 between Consilium Corporate Recovery Master Fund, Ltd. and Wodka LLC. (3)
|
10.16
|
Pledge and Security Agreement dated February 14, 2013 among Wodka LLC, Panache LLC and Consilium Corporate Recovery Master Fund, Ltd. (3)
|
10.17
|
Amended and Restated Financial Advisor Warrant Agreement between Panache Beverage, Inc. and Consilium Investment Management LLC.†
|
10.18
|
Loan Service Agreement with Chicago Title Insurance Company dated December 17, 2012 in connection with $1,400,000 loan from Consilium Corporate Recovery Master Fund, Ltd.(3)
|
10.19
|
Pledge and Assignment of Depository Agreement and Operating Accounts to Consilium Corporate Recovery Master Fund, Ltd. by Wodka LLC.(3)
|
10.20
|
Waiver of Rights by Van Wagner Communications, LLC with respect to the Operating Agreement of Wodka LLC. (3)
|
10.21
|
Intercreditor Agreement dated February 12, 2013 between Mast Capital Partners, LLC and Consilium Corporate Recovery Master Fund, Ltd. with respect to Panache LLC. (3)
|
10.22
|
Intercreditor Agreement dated February 12, 2013 between Mast Capital Partners, LLC and Consilium Corporate Recovery Master Fund, Ltd. with respect to Alibi NYC, LLC. (3)
|
10.23
|
Intercreditor Agreement dated February 12, 2013 between Mast Capital Partners, LLC and Consilium Corporate Recovery Master Fund, Ltd. with respect to Wodka, LLC. (3)
|
10.24
|
Factoring and Security Agreement dated October 30, 2012 between Alibi NYC, LLC and Mast Capital Partners, LLC. (3)
|
10.25
|
Client Factoring Relationship Letter dated November 9, 2012 from Mast Capital Partners, LLC to MHW, Ltd. (3)
|
10.26
|
Exclusive Importer Distribution Agreement with Domaine Select Wine Estates and Alibi dated June 20, 2012. (3)
|
10.28
|
Amended and Restated Loan Agreement dated May 9, 2013 between Consilium Corporate Recovery Master Fund, LTD. (4)
|
10.27
|
Promissory Note of Panache Beverage, Inc. payable to Consilium Corporate Recovery Master Fund, Ltd., dated May 9, 2013, in the principal amount of $4,000,000. (5)
|
10.29
|
Omnibus Modification Agreement, dated May 9, 2013, by and between Consilium Corporate Recovery Master Fund, Ltd, and Panache Beverage, Inc., Alibi NYC, LLC, Panache USA, LLC, Alchemy International, LLC, MIS Beverage Holdings, LLC, James Dale, Agata Podedworny, Sjoerd de Jong and Panache Distillery, LLC. (5)
|
10.30
|
Asset Purchase Agreement dated May 15, 2013 between Panache Distillery LLC and Douglas Joint Venture, Empire Join Venture and V-3 Joint Venture, LLC. (4)
|
10.31
|
Amendment No. 1 to the Asset Purchase Agreement, date as of May 15, 2013, by and between
Douglas Joint Venture, Empire Joint Venture and V-3 Joint Venture, LLC and Panache Distillery, LLC
.(6)
|
10.31
|
Amendment No. 2 to the Asset Purchase Agreement, date as of May 21, 2013, by and between
Douglas Joint Venture, Empire Joint Venture and V-3 Joint Venture, LLC and Panache Distillery, LLC
.(6)
|
10.32
|
Amendment No. 3 to the Asset Purchase Agreement, date as of May 30, 2013, by and between
Douglas Joint Venture, Empire Joint Venture and V-3 Joint Venture, LLC and Panache Distillery, LLC
.(6)
|
10.33
|
Amendment No. 4 to the Asset Purchase Agreement, date as of May 30, 2013, by and between
Douglas Joint Venture, Empire Joint Venture and V-3 Joint Venture, LLC and Panache Distillery, LLC
.(6)
|
10.34
|
$3,500,000 Promissory Note, dated August 22, 2013, payable to Douglas Joint Venture, Empire Joint Venture and V-3 Joint Venture, LLC. (7)
|
10.35
|
Amendment No. 5 to the Asset Purchase Agreement dated as of August 22, 2013 by and between the Company and Douglas Joint Venture, Empire Joint Venture and V-3 Joint Venture, LLC. (7)
|
10.36
|
Purchase Money Mortgage and Security Agreement and Assignment of Rents and Leases and Fixture Filing, dated August 23, 2013 by and between the Company and Douglas Joint Venture, Empire Joint Venture and V-3 Joint Venture, LLC. (7)
|
10.37
|
First Amendment to Amended and Restated Loan, dated September 4, 2013, by and between Consilium Corporate Recovery Master Fund, Ltd, and Panache Beverage, Inc., Alibi NYC, LLC, Panache USA, LLC, Alchemy International, LLC, MIS Beverage Holdings, LLC, James Dale, Agata Podedworny, Sjoerd de Jong and Panache Distillery, LLC. (7)
|
10.38
|
Second Amendment to Amended and Restated Loan Agreement, dated October 29, 2013, by and between Consilium Corporate Recovery Master Fund, LTD, and Panache Beverage, Inc., James Dale, Agata Podedworny, Sjoerd de Jong, MIS Beverage Holdings, LLC, Panache Distillery, LLC, Alibi NYC, LLC, Panache USA, LLC, and Alchemy International, LLC. (8)
|
10.39
|
First Amendment to Amended and Restated Trademark Assignment and Security Agreement, dated October 29, 2013, by and between Consilium Corporate Recovery Master Fund, LTD, and Panache Beverage, Inc., Alibi NYC, LLC, Panache, LLC, and Alchemy International, LLC.(8)
|
10.40
|
Employment Agreement, dated as of March 1, 2012, by and between the Company and James Dale. †*
|
10.41
|
Employment Agreement, dated as of April 1, 2012, by and between the Company and Agata Podedworny. †*
|
10.42
|
Employment Agreement, dated as of July 1, 2012, by and between the Company and Sjoerd de Jong. †*
|
10.43
|
Employment Agreement, dated as of June 1, 2013, by and between the Company and Michael Romer. †*
|
10.44
|
Omnibus Modification, Note Extension and Ratification Agreement, dated as of March 31, 2014, by and between Consilium Corporate Recovery Master Fund, LTD, and Panache Beverage, Inc., James Dale, Agata Podedworny, Sjoerd de Jong, MIS Beverage Holdings, LLC, Panache Distillery, LLC, Alibi NYC, LLC, Panache USA, LLC, and Alchemy International, LLC. (9)
|
10.45.
|
Omnibus Modification, Note Extension and Ratification Agreement, dated as of March 31, 2014, by and between Consilium Corporate Recovery Master Fund, LTD, Wodka, LLC and Panache, LLC. (9)
|
10.46
|
Mortgage and Security Agreement, dated as of March 31, 2014, by and between Consilium Corporate Recovery Master Fund, LTD and Panache Distillery, LLC. (9)
|
21 | List of Subsidiaries of the Registrant.† |
31.1 | Certification of Chief Executive Officer.† |
31.2 | Certification of Chief Financial Officer.† |
32.1
|
Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. †
|
32.2
|
Statement required by 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.†
|
101.INS †
|
XBRL Instance Document. **
|
|
101.SCH †
|
XBRL Taxonomy Extension Schema Document.**
|
|
101.CAL †
|
XBRL Taxonomy Extension Calculation Linkbase Document. **
|
|
101.LAB †
|
XBRL Taxonomy Extension Label Linkbase Document. **
|
|
101.PRE †
|
XBRL Taxonomy Extension Presentation Linkbase Document. **
|
|
101.DEF †
|
XBRL Taxonomy Extension Definition Linkbase Document. **
|
(1)
|
Included as an exhibit to the Current Report on Form 8-K filed on November 4, 2013 and incorporated herein by reference.
|
(2)
|
Included as an exhibit to the Company's Information Statement on Schedule 14C filed with the SEC on October 9, 2013 and incorporated herein by reference.
|
(3)
|
Included as an exhibit to the Annual Report on Form 10-K, filed on April 1, 2013 and incorporated herein by reference.
|
(4)
|
Included as an exhibit to the Quarterly Report on Form 8-K, filed on August 19, 2013 and incorporated herein by reference.
|
(5)
|
Included as an exhibit to Amendment No. 1 to Current Report on Form 8-K, filed on November 12, 2013 and incorporated herein by reference.
|
(6)
|
Included as an exhibit to Amendment No. 1 to Current Report on Form 8-K, filed on November 12, 2013 and incorporated herein by reference.
|
(7)
|
Included as an exhibit to the Quarterly Report on Form 10-Q, filed on November 14, 2013 and incorporated herein by reference.
|
(8)
|
Included as an exhibit to the Current Report on Form 8-K, filed on November 4, 2013 and incorporated herein by reference.
|
(9)
|
Included as an exhibit to the Current Report on Form 8-K, filed on April4, 2014 and incorporated herein by reference.
|
†
|
Filed herew
i
th.
|
*
|
Management contract or compensatory plan or arrangement.
|
**
|
Pursuant to Rule 406T of Regulation S-T, the interactive files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
|
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