Fresh Vine Wine, Inc. Announces Closing of its Rights Offering

Rhea-AI Summary

Fresh Vine Wine, Inc. (NYSE American: VINE) has successfully completed its rights offering, raising approximately $3.14 million. The offering resulted in the issuance of 3,143,969 shares of common stock and corresponding warrants. Shareholders received 0.5 non-transferable subscription rights for each share they held as of February 22, 2023, enabling them to purchase units at $1.00 each, consisting of one share and one warrant. If exercised, the warrants could generate an additional $3.93 million. The rights offering was conducted under a registration statement effective since February 14, 2023, and was managed by Oak Ridge Financial Services Group.

Positive

• Raised approximately $3.14 million through rights offering.
• Issuance of 3,143,969 shares and warrants may improve liquidity.

Negative

• Dilution of existing shareholders due to new share issuance.
• Dependence on future warrant exercise for additional funds.

MINNEAPOLIS, March 15, 2023 (GLOBE NEWSWIRE) -- 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 closing of its rights offering. The Company received aggregate gross cash proceeds of approximately $3.14 million. The rights offering will result in the issuance of 3,143,969 shares of Fresh Vine Wine’s common stock and warrants to purchase 3,143,969 shares of Fresh Vine Wine’s common stock.

Fresh Vine Wine distributed 0.5 non-transferable subscription rights for each one share of common stock held on February 22, 2023, 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 Fresh Vine Wine’s common stock and a warrant to purchase one share of Fresh Vine Wine’s common stock. The warrants are exercisable immediately, expire five years from the date of issuance and have an exercise price of $1.25 per share. If exercised, additional gross proceeds of up to approximately $3.93 million may be received through the exercise of warrants issued in the rights offering.

Shares and warrants are being issued to record holders in book-entry, or uncertificated, form. For shares and warrants purchased by beneficial holders, the Depository Trust Company is crediting the holders’ accounts with their banks, brokers, dealers, or other nominees. The Company has been advised by Broadridge Corporate Issuer Solutions, LLC, the subscription and information agent for the rights offering, that DTC expects to allocate securities among the nominees on March 15, 2023.

The Oak Ridge Financial Services Group, Inc. acted as dealer-manager for the rights offering.

The rights offering was made pursuant to the Company’s registration statement on Form S-1, which was declared effective by the U.S. Securities and Exchange Commission on February 14, 2023, and the prospectus dated February 22, 2023. Subscription rights that were not exercised by 5:00 p.m., Eastern Time, on March 9, 2023, have expired.

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.

FAQ

What was the total amount raised by Fresh Vine Wine's rights offering?

Fresh Vine Wine raised approximately $3.14 million through its rights offering.

How many shares were issued in the rights offering of Fresh Vine Wine?

The rights offering resulted in the issuance of 3,143,969 shares of common stock.

What is the exercise price of the warrants issued by Fresh Vine Wine?

The warrants issued by Fresh Vine Wine have an exercise price of $1.25 per share.

When was the record date for Fresh Vine Wine's rights offering?

The record date for the rights offering was February 22, 2023.

Who acted as the dealer-manager for Fresh Vine Wine's rights offering?

Oak Ridge Financial Services Group, Inc. acted as the dealer-manager for the rights offering.