PSQ Holdings, Inc. Form 8-K Filing

On December 18, 2025, PSQ Holdings, Inc. entered into a securities purchase agreement with an existing institutional investor for a registered direct offering. The agreement involves the sale of 1,800,000 shares of Class A common stock, pre-funded warrants to purchase 5,018,184 shares of Class A common stock, and accompanying common warrants to purchase 8,522,730 shares of Class A common stock. The combined offering price is $1.10 per share. The Common Warrants have an exercise price of $1.18 per share and are exercisable six months after issuance, expiring six years from the issuance date. Pre-Funded Warrants have an exercise price of $0.0001 per share and are immediately exercisable. The offering is conducted under a shelf registration statement on Form S-3. Roth Capital Partners, LLC acted as the placement agent. The gross proceeds from the offering are approximately $7.5 million, intended for working capital and general corporate purposes. The closing of the offering occurred on December 19, 2025. The agreement includes customary representations, warranties, and covenants, with a 90-day lock-up period for issuing new securities and a 30-day lock-up period for directors and executive officers following the closing.