Fresh Vine Wine, Inc. Announces Subscriptions of Approximately $3.14 Million from its Rights Offering
March 10 2023 - 8:32AM
Fresh Vine Wine, Inc. (NYSE American: VINE) (“Fresh Vine Wine” or
the “Company”), a premier producer of lower carb, lower calorie
premium wines in the United States, today announced the preliminary
results of its rights offering which expired at 5:00 P.M. Eastern
Time on March 9, 2023. The Company estimates that the rights
offering will result in total subscriptions of approximately $3.14
million and Fresh Vine Wine expects to receive from the rights
offering aggregate gross cash proceeds of approximately such amount
(excluding additional proceeds of up to approximately $3.93 million
from the exercise of warrants issued in the rights offering, if any
such exercises occur). The results of the rights offering are
preliminary and subject to change pending finalization and
verification by Fresh Vine Wine and its subscription agent,
Broadridge Corporate Issuer Solutions, LLC.
Fresh Vine Wine distributed 0.5 non-transferable subscription
rights for each one share of common stock held on the record date
for the rights offering. Each whole subscription right entitled 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.
Fresh Vine Wine anticipates that closing of the rights offering
will occur on or about March 14, 2023, subject to satisfaction or
waiver of all conditions to closing. Upon the closing, the
subscription agent will distribute, by way of direct registration
in book-entry form or through the facilities of DTC, as applicable,
shares of the Company’s common stock and warrants to holders of
rights who have validly exercised their rights and paid the
subscription price in full. No physical stock or warrant
certificates will be issued to such holders.
The Oak Ridge Financial Services Group, Inc. acted as
dealer-manager for the rights offering. Questions about the rights
offering or requests for copies of the final prospectus and
prospectus supplement may be directed to The Oak Ridge Financial
Services Group, Inc., Toll-Free at (800) 231-8364, or by email at
info@oakridgefinancial.com.
The Company’s registration statement on Form S-1 (Registration
No. 333-269082) was declared effective by the Securities and
Exchange Commission (“SEC”) on February 14, 2023. The prospectus
and prospectus supplement relating to and describing the terms of
the rights offering have been filed with the SEC as a part of the
registration statement and is available on the SEC's web site at
http://www.sec.gov. 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. 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 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.
ContactJoe Hassettjoeh@gregoryfca.com
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