PSYC Enters MOU to Acquire
Technical420, LLC for $2.25M in Accretive Transaction
LAS VEGAS, NV -- August 16, 2022 -- InvestorsHub NewsWire --
PSYC Corporation (OTCPink:
PSYC) (“PSYC” or the “Company”), a media leader focused on the
emerging psychedelic sector, announced the signing of a definitive
agreement for its wholly owned subsidiary Spotlight Media Corp.
(“SMC”) to acquire Technical420, LLC (“T420”) as well as certain
assets of SB Partners, LLC, that include, but are not limited to,
MushroomStocks.com and OnTheBids.com, as well as Technical420.com.
The transaction is expected to be immediately accretive to the
Company, and the terms of the agreement were executed in what the
management team considers to be a shareholder-friendly manner.
Valued at $2.25 million USD, the acquisition will consist of
cash, preferred stock, and common stock warrants. The transaction
will be completed through a series of tranches tied to revenue
performance benchmarks, and the Company believes this mitigates any
transactional risks.
As part of the transaction, and upon the execution of the
definitive agreement, Technical420 and SB Partners founder Michael
Berger will join the Company’s Executive Management Team as Chief
Operating Officer of PSYC Corp. His primary focus will be
integrating the assets, implementing and executing on a
multi-faceted growth strategy, identifying acquisition targets, and
structuring additional transactions.
Michael Berger has been focused on the cannabis and psychedelic
industries for almost a decade. Prior to founding SB Partners, Mr.
Berger worked in the compliance and equity research departments of
Raymond James Financial (NYSE:
RJF). He also started the Cannabis Investor Events while
working as the Managing Editor of the MoneyShow, adding important
expertise to a well-rounded leadership team. For his involvement,
Mr. Berger has agreed to be compensated in cash and equity, based
on the performance of the Company. The management team finds this
arrangement to provide the greatest upside potential for
shareholders.
PSYC’s acquisition combines two high-profile media firms,
diversifies SMC’s reach into the cannabis space, and immediately
enhances the reach of the combined entity. Based on initial
analysis, the platforms attract a similar audience demographic, and
the management team expects this aspect of the transaction to be
highly synergistic.
Upon completing the transaction, SMC will begin offering a
comprehensive marketing platform which includes, but is not limited
to, the following capabilities:
Earned media with mainstream financial media outlets
- Video content (i.e., management interviews, site visits,
etc.)
- Topical podcast discussions
- Thematic content
- Lead generation
- Brand management
- Content distribution
- Conference speaking opportunities
Over the next quarter, SMC plans to accomplish the following
initiatives:
- Update and Market a comprehensive awareness platform
- Develop an operational management system that is based on
follow through and execution
- Divest short and long-term public and private investments owned
by T420
- Identify synergies and cut costs
- Maximize operational efficiencies by enhancing company
readiness
Management expects the acquisition to be immediately accretive
for PSYC. Upon closing the transaction, the Company will start
generating revenue from the following:
- Existing marketing clients
- Collecting accounts receivable
- Divesting of public and private investments
- Onboarding new marketing clients
- Expanding the product offering
PSYC’s incoming COO, Michael Berger, said, “During the last year
we noticed a transformational change in the cannabis and
psychedelic sectors. The weakness in these sectors and the
attention on the blockchain space created a recipe for declining
interest from the market. Looking at Spotlight Media’s performance,
the brand not only retained its audience but significantly
increased its reach. The combination of Spotlight Media with our
firm will enhance our value proposition. I’m very excited to be
joining a team of executives with a proven track record in highly
regulated industries.”
"Focusing our primary objectives over the past two years around
building an audience and establishing a solid brand identity for
PSYC, through Psychedelic
Spotlight, was always done so with the intent of positioning
ourselves for much larger, value-producing partnership and
acquisition opportunities that would directly impact our bottom
line," said PSYC CEO, David Flores. "In my opinion, this
transaction couldn’t have presented itself at a more opportune time
for us, particularly when factoring in the recent emergence of
Psychedelic Spotlight as a formidable multimedia leader within the
psychedelics sector. Taking stock of each organic development,
combined with an accretive acquisition such as T420 and SB
Partners, and the opportunity it will create for us to expand our
media and content reach into the multi-billion-dollar cannabis space, you can see a
reasonable path forward to maximizing value for our
shareholders.”
“Upon first meeting Mr. Berger in 2017 I was immediately
impressed with the tenacity of his work and knowledge of the public
market cannabis space, which also evolved to encompass the
medicinal psychedelics sector,” said PSYC CFO, Craig Schlesinger.
“T420 averaged over $1M in annual revenue these past four years.
Going forward we expect, conservatively, at least 70% of T420
revenue to directly impact PSYC’s EBITDA and net cash position.
Even when we assumed the worst — zero growth for T420, a stagnant
cannabis sector, a stagnant psychedelic space, and an inability to
scale the assets — our acquisition of T420 and retention of Mr.
Berger as COO makes this deal immediately accretive to PSYC and
beneficial to shareholders in the short and long term. I’m excited
to work together to integrate, scale, drive growth, maximize value
for PSYC, and support causes and communities in the psychedelics
and cannabis sectors which align with our core values.”
Mr. Flores concluded with, “Though we can offer no guarantees,
we look forward to doing everything we can over the next several
days working with Mr. Berger and his team to help guide this MOU
into a definitive agreement, so we can commence with, what we
believe, will be the most exciting chapter in PSYC’s history."
Pursuant to the terms of the MOU, the companies will work
collaboratively in a good faith effort over the coming weeks and
with the intent of meeting and/or delivering specific requirements
as agreed upon within the MOU, which are necessary for the
execution of a definitive agreement on or by September 30, 2022 and
with the option to extend the execution date to October 31,
2022.
About PSYC Corporation (OTCPink:
PSYC)
At PSYC Corporation we are integrating media, creativity, and
technology to develop and deploy thought-provoking ideas and
solutions that are fostering and transforming the approach to some
of society’s most pressing matters.
PSYC has expressed its intent and commitment to positioning
itself at the forefront of the psychedelic revolution and as a
resource center for discovering and understanding the latest
research and business opportunities surrounding psychedelic
inspired medicines. In conjunction with the FDA’s more open-minded
approach to psychedelic medicines, and as several major U.S. cities
continue to approve the decriminalization of psilocybin, we believe
investors are speculating that the psychedelic boom could be bigger
than that of cannabis. PSYC is your source for current investment
related news specific to psychedelic medicines and cutting-edge
research improving overall health, moving this sector into the
mainstream.
We are dedicated to a forward-thinking approach that embraces
groundbreaking new technology and innovations and through the
vision of business development we intend to continue to evolve into
these unchartered territories as the industry leaders of the
future.
About Spotlight Media Corporation
Spotlight Media Corporation (“SMC”) (www.spotlightmediacorp.com)
is a Nevada Corporation and is a privately held wholly owned
subsidiary of PSYC that was incorporated on February 8, 2022. At
present time, SMC operates as a multimedia service company for the
medicinal psychedelic industry through Psychedelic Spotlight in
addition to the developing community-based platform, Bonfire (f/k/a
“PsycheDev”). However, management intends, but cannot guarantee the
success or profitability, that the business plan for SMC is
to potentially expand beyond the medicinal psychedelic industry by
way of other multimedia-related opportunities within other
niche-style industries like cannabis, health and wellness, and
sports such that SMC can make use of the audience it is
establishing, across its platforms for cross-promotional
opportunities and with the intent of developing a network of
interconnected media-focused platforms.
Forward-Looking Statements Disclaimer:
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. In some cases, you can identify forward-looking statements
by the following words: "anticipate," "believe," "continue,"
"could," "estimate," "expect," "intend," "may," "ongoing," "plan,"
"potential," "predict," "project," "should," "will," "would," or
the negative of these terms or other comparable terminology,
although not all forward-looking statements contain these words.
Forward-looking statements are not a guarantee of future
performance or results and will not necessarily be accurate
indications of the times at, or by, which such performance or
results will be achieved. Forward-looking statements are based on
information available at the time the statements are made and
involve known and unknown risks, uncertainty and other factors,
including the effect of COVID-19 and the success of the current
vaccine distribution, the adverse effect of the Omicron variant,
that may cause our results, levels of activity, performance or
achievements to be materially different from the information
expressed or implied by the forward-looking statements in this
press release. This press release should be considered in light of
all filings of the Company that are disclosed on the OTC
Markets.com website and is not incorporated by reference into such
reports.
Disclaimer: PSYC Corporation does not in any way encourage
or condone the use, purchase, sale or transfer of any illegal
substances, nor do we encourage or condone partaking in any
unlawful activities. We support a harm reduction approach for the
purpose of education and promoting individual and public safety. If
you are choosing to use psychedelic substances, please do so
responsibly.
Corporate Contact:
PSYC Corporation (PSYC)
www.psyccorporation.com
www.spotlightmediacorp.com
(702) 330-0363
info@psyccorporation.com
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