Item 1.01 Entry into a Material Definitive Agreement.

On October 28, 2022, Winc, Inc. (the "Company") entered into Amendment Number Three (the "Amendment") to its Credit Agreement, dated as of December 15, 2020, by and among the Company, BWSC, LLC and Pacific Mercantile Bank, as amended (the "Credit Agreement"). The Amendment amended the Credit Agreement to, among other things, modify (i) the scheduled incremental reductions in the 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 minimum liquidity covenant contained in the Credit Agreement.

The foregoing summary of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is hereby incorporated by reference into this Item 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)

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