Fresh Vine Wine, Inc. (NYSE American: VINE) (“Fresh Vine Wine” or
the “Company”) today provided an informational update to
stockholders regarding its proposed rights offering and the
expected key dates and terms relative to the offering. Stockholders
of record on February 22, 2023 (the “Record Date”) will be entitled
to participate in the rights offering. Prospective stockholders who
wish to participate in the rights offering are advised to ensure
that they complete their open market purchases of Fresh Vine Wine’s
common stock by February 20, 2023 to be considered a stockholder of
record on the Record Date.
Stockholders or interested parties are advised to direct all
questions and informational requests to the contacts listed
below.
Under the rights offering, and assuming the registration
statement relating to the rights offering is declared effective,
Fresh Vine Wine intends to distribute 0.5 non-transferable
subscription rights for each one share of common stock held on the
Record Date. Each whole subscription right will entitle the holder
to purchase one unit, at a subscription price of $1.00 per unit,
consisting of one share of the Company’s common stock and a warrant
to purchase one share of Fresh Vine Wine’s common stock with an
exercise price of $1.25 per share. The warrants will be exercisable
for five years after the date of issuance. Subscription rights may
only be exercised in whole numbers. Fresh Vine Wine will not issue
fractional units and will round all of the subscription rights down
to the nearest whole number. Stockholders who exercise their
subscription rights in full will be entitled, if available, to
subscribe for additional units that are not purchased by other
stockholders, on a pro rata basis.
The rights offering remains subject to the satisfaction of
certain conditions, and Fresh Vine Wine reserves the right to
terminate the rights offering at any time prior to its expiration
date.
The subscription rights will be non-transferable and may only be
exercised during the anticipated subscription period of February
23, 2023 through 5:00 PM ET on March 9, 2023, unless extended or
earlier terminated by Fresh Vine Wine.
The expected calendar for the rights offering is as follows:
- February 20,
2023: Ownership Day — in order to be considered a stockholder of
record on February 22, 2023, shares should be acquired by this
date
- February 22,
2023: Record Date
- February 23,
2023: Distribution Date; Subscription Period Begins
- March 9, 2023:
Subscription Period Ends 5:00 PM ET (unless extended at Fresh Vine
Wine’s sole discretion)
Fresh Vine Wine has engaged The Oak Ridge Financial Services
Group, Inc. as dealer-manager for the proposed rights offering.
Questions about the rights offering or requests for copies of the
preliminary and final prospectuses, when available, may be directed
to The Oak Ridge Financial Services Group, Inc., the
Dealer-Manager, Toll-Free at (800) 231-8364, or by email at
info@oakridgefinancial.com.
Neither Fresh Vine Wine nor its Board of Directors has made any
recommendation as to whether stockholders should exercise their
subscription rights. Stockholders are urged to carefully review the
subscription materials that Fresh Vine Wine will provide and
consult with their own legal and financial advisors in deciding
whether or not to exercise the subscription rights.
A registration statement (Registration No. 333-269082) relating
to these securities has been filed with the Securities and Exchange
Commission (“SEC”) but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective. The
rights offering, which is expected to commence following the
effectiveness of the registration statement, is being made only by
means of a written prospectus. A preliminary prospectus relating to
and describing the proposed terms of the rights offering has been
filed with the SEC as a part of the registration statement and is
available on the SEC’s website at https://www.sec.gov. Copies
of the preliminary and final prospectuses for the rights offering
may be obtained, when available, from The Oak Ridge Financial
Services Group, Inc.,
email: info@oakridgefinancial.com, or telephone (800)
231-8364.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor will there be
any sale of these securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Fresh Vine Wine, Inc.
Fresh Vine Wine, Inc. (NYSE American: VINE) is a premier
producer of lower carb, lower calorie premium wines in the United
States, kicking off a 2022 growth plan following its IPO in
mid-December 2021. Fresh Vine Wine's brand vision is to lead the
emerging natural and accessible premium wine category, as health
trends continue to accelerate in the US marketplace. 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, Pinot Noir,
Chardonnay, Sauvignon Blanc, Rosé, Sparkling Rosé, and a limited
Reserve Napa Cabernet Sauvignon. All varietals are 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. We have based these forward-looking statements largely on
our current expectations and projections about future events and
financial trends affecting the financial condition of our business.
Forward-looking statements include our expectations, whether stated
or implied, regarding our planned rights offering, financing plans
and other future events.
This press release includes forward-looking statements. These
forward-looking statements generally can be identified by the use
of 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. Each forward-looking statement contained in this press
release is subject to risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
by such statement. Applicable risks and uncertainties include,
among others, our ability to conduct the rights offering on the
terms or within the timeframes expected, or at all; to achieve
positive cash flow from our operations on our anticipated
timeframes or at all; the impact of inclusion of the Company’s
wines in grocery retailers on the Company’s operating results; the
Company's ability to hire additional personnel and to manage the
growth of its business; the Company's reliance on its brand name,
reputation and product quality; the Company's ability to adequately
address increased demands that may be placed on its management,
operational and production capabilities; the effectiveness of the
Company's advertising and promotional activities and investments;
the Company's reliance on celebrities to endorse its wines and
market its brand; general competitive conditions; fluctuations in
consumer demand for wine; overall decline in the health of the
economy and consumer discretionary spending; the occurrence of
adverse weather events, natural disasters, public health
emergencies, or other unforeseen circumstances that may cause
delays to or interruptions in the Company's operations; risks
associated with disruptions in the Company's supply chain for
grapes and raw and processed materials; the impact of COVID-19 and
its variants on the Company's customers, suppliers, business
operations and financial results; disrupted or delayed service by
the distributors the Company relies on for the distribution of its
wines; the Company's ability to successfully execute its growth
strategy; the Company's success in retaining or recruiting, or
changes required in, its officers, key employees or directors; the
Company's ability to protect its trademarks and other intellectual
property rights; the Company's ability to comply with laws and
regulations affecting its business, including those relating to the
manufacture, sale and distribution of wine; claims, demands and
lawsuits to which the Company are or may be subject and the risk
that its insurance or indemnities coverage may not be sufficient;
the Company's ability to operate, update or implement its IT
systems; the Company's ability to successfully pursue strategic
acquisitions and integrate acquired businesses; the Company's
potential ability to obtain additional financing when and if
needed; the Company's founders' significant influence over the
Company; and the risks identified in the Company's other filings
with the SEC. The Company cautions investors not to place
considerable reliance on the forward-looking statements contained
in this press release. You are encouraged to read the Company'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 the Company undertakes no obligation to update or
revise any of these statements. The Company's business is subject
to substantial risks and uncertainties, including those referenced
above. Investors, potential investors, and others should give
careful consideration to these risks and uncertainties.
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