UNITED ~~STATES SECURITIES~~STATESSECURITIES AND EXCHANGE ~~COMMISSION WASHINGTON~~COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~ 19October 28, 2022

Winc, Inc. ~~(Exact name of Registrant as Specified in Its Charter)~~

Delaware	001-41055	45-2988960
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

(Exact name of Registrant as Specified in Its Charter)

1751 Berkeley St, Studio 3 Santa Monica, California	90404
Delaware		001-41055	45-2988960
(Address of Principal Executive Offices)	(Zip Code)
(State or Other Jurisdictionof Incorporation)		(Commission File Number)	(IRS EmployerIdentification No.)
1751 Berkeley St, Studio 3
Santa Monica, California			90404
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: (800) 297-1760

N/A ~~(Former Name or Former Address, if Changed Since Last Report)~~

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ ☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~Trading Symbol~~TradingSymbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		WBEV		NYSE American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company x☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨☐

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~(b)~~ On ~~September~~October 1928, 2022, ~~Geoffrey~~ ~~McFarlane~~Winc, ~~Chief~~Inc. ~~Executive~~(the ~~Officer~~"Company") ofentered ~~Winc,~~into ~~Inc.~~Amendment Number Three (the ~~“Company”~~"Amendment"), ~~stepped~~to ~~down~~its Credit Agreement, dated as of December 15, 2020, by and among the Company’s, ~~Chief~~BWSC, ~~Executive Officer~~LLC and Pacific Mercantile Bank, ~~effective~~as ~~immediately.~~amended Mr(the "Credit Agreement"). ~~McFarlane~~The ~~will~~Amendment ~~continue~~amended the Credit Agreement to, ~~serve~~among asother athings, ~~member~~modify of(i) the ~~board~~scheduled ofincremental ~~directors~~reductions (in the ~~“Board”~~Company's borrowing capacity under the Credit Agreement in the periods prior to the maturity date and (ii) the measurement date for an event of default relating to the ~~Company~~minimum liquidity covenant contained in the Credit Agreement.

~~(c) On~~The ~~September~~foregoing ~~19,~~summary ~~2022,~~of ~~Board~~the ~~appointed~~Amendment ~~Brian~~is ~~Smith~~not ascomplete ~~the~~and ~~Company’s~~is ~~Interim~~qualified ~~Chief~~in ~~Executive~~its ~~Officer~~entirety by reference to ~~succeed~~the ~~Mr.~~full ~~McFarlane~~text of the Amendment, ~~effective immediately.~~a ~~Mr.~~copy ~~Smith~~of ~~will~~which ~~continue~~is filed as ~~President~~Exhibit of10.1 ~~the~~to ~~Company~~this Current Report on Form 8-K and ~~Chairperson~~incorporated ofin ~~the~~this ~~Board~~Item 1.01 by reference.

~~Mr.~~Item ~~Smith, 48, is a Co-founder who has served as the Company’s President since May 2018 and as Chairperson of the Board since June 2020~~2.03 ~~Mr.~~Creation ~~Smith also served as the Company’s Chief Operating Officer until April 2021. Mr. Smith has years~~ of ~~experience in beverage alcohol as~~ a ~~strategic~~Direct ~~brand builder~~Financial ~~and~~Obligation ~~entrepreneur.~~or ~~Prior~~an toObligation ~~joining~~under ~~Winc~~an ~~in 2018, Mr. Smith founded Jolie Folle, a millennial~~Off-~~focused~~Balance ~~wine~~Sheet ~~brand,~~Arrangement ~~which he sold in 2017. Before that, he served as Wine Director~~ of ~~Clo Wine Bar. Mr. Smith began his career in finance at Man Group PLC and founded his first company, Meritage Group,~~ a ~~commodities brokerage that catered to hedge funds and commodity traders, in 2004~~Registrant. ~~Mr. Smith received a B.A. in Cultural Anthropology from the University of Vermont.~~

~~There are~~The noinformation ~~arrangements~~set orforth ~~understandings~~under ~~between~~Item Mr1.01 ~~Smith~~is ~~and~~hereby ~~any~~incorporated ~~other~~by ~~persons~~reference ~~pursuant~~into to which he was appointed as Interim Chief Executive Officer of the Company. Any changes to Mr. Smith’s compensatory arrangements in connection with his appointment as Interim Chief Executive Officer will be filed in an amendment to this Current Report on Form 8-K after such information is determined or becomes available. Mr. Smith has no family relationship with any executive officer or director of the Company. There are no transactions in which Mr. Smith has an interest requiring disclosure under Item ~~404(a) of Regulation S-K currently contemplated or since January 1, 2020 that have not been previously disclosed~~2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
10.1		Amendment Number Three to Credit Agreement, by and between Winc, Inc., BWSC, LLC and Banc of California, N.A., as successor-by-merger to Pacific Mercantile Bank, dated as of October 28, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		~~WINC, INC.~~	WINC, INC.
Date: September 20, 2022	By:	/s/ Brian Smith
Date:	October 31, 2022	By:	/s/ Brian Smith
		Brian Smith President and Interim Chief Executive Officer
			Brian SmithPresident and Interim Chief Executive Officer

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