Fresh Vine Wine, Inc. and Notes Live, Inc. Mutually Agree to Terminate Merger Agreement
01 August 2024 - 10:00PM
Fresh Vine Wine Inc. (NYSE American: VINE) (“Fresh Vine”) today
announced it has agreed with Notes Live, Inc. to terminate their
previously announced merger agreement, originally announced on
January 29, 2024, pursuant to which Notes Live would have combined
with, and become a wholly-owned subsidiary of, Fresh Vine. The
merger agreement provided for termination rights, subject to
certain exceptions, in favor of either party if the merger
contemplated by the merger agreement was not consummated by a July
31, 2024 end date. Conditions to the closing of the merger were not
satisfied as of the end date and Notes Live indicated its desire to
terminate the transaction. Following discussions between Fresh Vine
and Notes Live, the parties mutually agreed to terminate the merger
agreement. Fresh Vine continues to hold the shares of Notes Live’s
stock that it acquired earlier this year.
“While today’s announcement is unfortunate, I
want to thank the Notes Live management team for their partnership
over the last several months and, as a continuing shareholder of
Notes Live, we wish them success for the future,” stated Michael
Pruitt, CEO of Fresh Vine. “We intend to investigate our range of
strategic options in a continued effort to seek to maximize value
for Fresh Vine stockholders, which may include seeking to identify
another combination opportunity.”
About Fresh Vine Wine, Inc.
Fresh Vine Wine, Inc. (NYSE American: VINE) is a
producer of lower carb, lower calorie premium wines in the United
States. Fresh Vine Wine positions its core brand lineup as an
affordable luxury, retailing between $14.99 - $24.99 per bottle.
Fresh Vine Wine’s varietals currently include its Cabernet
Sauvignon, Chardonnay, Pinot Noir, Rosé, Sauvignon Blanc, Sparkling
Rosé, and a limited Reserve Napa Cabernet Sauvignon. All varietals
have been produced and bottled in Napa, California.
Note on Forward-looking
Statements
This press release contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. These forward-looking statements generally can
be identified using words such as “anticipate,” “expect,” “plan,”
“could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,”
“project,” and other words of similar meaning. These
forward-looking statements address various matters including
statements regarding the timing or nature of future operating or
financial performance or other events. Forward-looking statements
are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by
such statements. Among these risks and uncertainties are those set
forth in Fresh Vine’s annual report on Form 10-K for the year ended
December 31, 2023, and subsequently filed documents with the SEC.
In addition to such risks and uncertainties, risks and
uncertainties related to forward-looking statements contained in
this press release include statements relating to Fresh Vine’s
business and the pursuit of Fresh Vine’s strategic options,
including seeking to identify another combination opportunity.
Actual results may differ materially from those indicated by such
forward-looking statements as a result of various factors,
including without limitation: (i) uncertainties relating to Fresh
Vine’s ability to identify a suitable combination partner within an
appropriate timeline or at all, (ii) risks related to Fresh Vine’s
continued listing on the NYSE American; (iii) the effect of the
announcement of the termination of the merger agreement on Fresh
Vine’s business relationships, operating results, business
generally and reputation; (iv) the sufficiency of Fresh Vine’s cash
and working capital to support continuing operations and efforts to
pursue another strategic transaction; (v) uncertainties regarding
other events and unanticipated spending and costs that could reduce
Fresh Vine’s cash resources; (vi) Fresh Vine’s ability to obtain
additional financing when and if needed to do so, and the dilutive
impact of any such financing; (vii) the existence and outcome of
any legal proceedings that may be instituted against Fresh Vine or
its directors or officers related to the proposed merger
transaction and the termination of the merger agreement; and (viii)
the value or benefits that may be realized by Fresh Vine’s
investment in Notes Live, Inc. A further description of the risks
and uncertainties relating to the business of Fresh Vine is
contained in Fresh Vine’s most recent Annual Report on Form 10-K
and its Quarterly Reports on Form 10-Q, as well as any amendments
thereto reflected in subsequent filings with the SEC. Fresh Vine
cautions investors not to place considerable reliance on the
forward-looking statements contained in this press release. You are
encouraged to read Fresh Vine’s filings with the SEC, available at
www.sec.gov, for a discussion of these and other risks and
uncertainties. The forward-looking statements in this press release
speak only as of the date of this document, and Fresh Vine
undertakes no obligation to update or revise any forward-looking
statements as a result of new information, future events or changes
in its expectations.
CONTACT: info@freshvinewine.com
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