Fresh Vine Wine Inc (VINE)

[georgie18]

VINE...$1.04...CHARLOTTE, N.C., Oct. 15, 2024 (GLOBE NEWSWIRE) -- Fresh Vine Wine, Inc., (NYSE American: VINE) (“Fresh Vine”), today announced that it has entered into a letter of intent (the “LOI”) with Adifex Holdings, LLC, a Delaware limited liability company (“Adifex”), and Adifex’s to be acquired subsidiary, Amaze Software, Inc. (“Amaze”), for a potential business combination (the “Proposed Transaction”). The LOI is not a binding agreement, and it outlines the intent and preliminary terms of the Proposed Transaction.

Under the terms and conditions of the LOI, Fresh Vine and Adifex intend to enter into a definitive agreement under which Fresh Vine will acquire 100% of the issued and outstanding membership interests of Adifex, via a share exchange transaction, merger transaction or other business combination structure. At the closing of the Proposed Transaction, the board of directors of Fresh Vine will be replaced by nominees of Adifex.

The completion of the Proposed Transaction is subject to customary conditions, such as the completion of due diligence to each of Fresh Vine’s and Adifex’s satisfaction, the negotiation of a definitive agreement providing for the transaction, and approval of the transaction by the board and a majority of the shareholders of both Fresh Vine and Adifex.

Mike Pruitt, CEO and Chairman of Fresh Vine stated, “We are pleased to have entered into this LOI providing for a potential business combination with Adifex and Amaze. Their proprietary Amaze software provides content creators and brands an innovative way to control their brand identity, pricing and customer experience, while taking advantage of a $3 trillion global total addressable market. Importantly, we intend to remain in the wine business, taking advantage of the Amaze platform as a growth engine. We believe the combination would have the potential to yield significant value for our shareholders.”

No assurances can be made by either party that the parties will successfully negotiate and enter into a definitive agreement, or that the Proposed Transaction will be consummated.