NOHO, Inc. and Sibannac, Inc. (OTC Pink: SNNC) have finalized a plan to effect a cross purchase transaction by each company. After significant market analysis, taking into account the positioning of both companies, their individual strengths and capabilities, as well as a diligence analysis as to the fairness of the proposed transactions, the companies are preparing to enter the following transactions, as an outright acquisition at this time of NOHO by Sibannac would not result in the most equitable disposition to the NOHO shareholders:
Sibannac will purchase the intellectual property of NOHO, consisting of its trademark and proprietary formulations, but NOHO will retain the use of its name and branding, through a separate license agreement, as it moves into production of new consumer products. Sibannac will issue up to $2.8 Million Dollars of Sibannac warrants at a strike price to be determined. Sibananc will register the warrants and issue the same to NOHO in the transaction.
NOHO will issue the warrants to the shareholders as a dividend. The effective date for eligibility for the warrants will be announced at least sixty (60) days of the closing of the effective date for the shareholders of record to participate in the exchange. The exercise of the warrants would put cash into Sibannac as a result. Management hopes this will motivate NOHO shareholders to support Sibannac as well.
NOHO will acquire Vestra, LLC, an Arizona company, wholly owned and managed by Sibannac, established as a special purpose company for the ownership of a Sibannac created Delta 8 THC brand – RaD8 (See, RaD8 (rad8life.com). NOHO’s CEO, David Mersky, will retire Ten-Million shares of his personal holdings of NOHO’s Class B Convertible Preferred stock to NOHO’s treasury, allowing the company to use the shares to purchase the brand.
As a result of the transactions, NOHO shareholders will receive a dividend of Sibannac warrants and, as a result of Mr. Mersky’s contribution of his personal holdings to NOHO’s treasury of preferred stock, there will be no dilution to the common shares of the company. “I am very excited to see the organic market support of the company over these last weeks. Although current management has not participated in the recent market activity, the timing of these transactions couldn’t be better for NOHO as it moves into the cannabis sector with a cutting-edge brand,” said Mersky.
The creator of the RāD8 brand is the founder of Lifetime Branding, Eric Stoll. Mr. Stoll and his team are career brand builders with extensive experience in the wellness space, including herbal supplements and candy. Over 30 years, Eric has created marketing and ad campaigns for some of the country’s most notable brands and has been engaged by Sibannac to create RaD8. NOHO will retain Lifetime Branding directly to continue the buildout of the brand architecture and positioning following the acquisition.
Delta-8 THC is a hemp-based cannabinoid derived from compliant hemp under the 2018 Farm Bill. Delta 8, while a THC derivative, does not fall under the Controlled Substances Act as Marijuana, as long as it is derived from hemp containing less than .3% Delta-9 THC. Delta-8 is less potent than the Delta-9 variant contained in Marijuana, but may provide similar effects and, unlike Marijuana, can be sold across most of the United States like CBD. As the company evaluates the regulatory landscape and ongoing litigation typical in the early stages of new cannabis products, NOHO will not yet activate the site for consumer sales, but will continue the branding effort. In the interim period, NOHO will develop the product line for sales directly to licensed dispensaries and build brand equity in anticipation of nationwide sales. The new products will feature CBD and other active ingredients that will allow the company to continue in the hangover market as well as expanding into overall wellness and recovery.
NOHO’s CEO, David Mersky, said, “After a lengthy period of evaluation, I am very pleased to announce the asset purchase transactions between NOHO and Sibannac. This is a terrific opportunity for NOHO to get back into operations with a cutting-edge brand in one of the most anticipated new product categories in the cannabis sector. Having Eric Stoll and Lifetime Branding aboard to oversee the buildout and commercialization process has given NOHO one of the best creative marketing minds in branding today. I am also in the process of bringing the company’s financials current, as NOHO is poised to be an early mover in the Delta-8 space. RāD8 fits squarely into NOHO’s core positioning and will appeal to its major demographic. As the company moves the product into further development, it will work with Sibannac on the manufacturing side, using Sibannac’s FDA registered facility, to bring the new line of Delta-8 products to market.”
Eric Stoll of Lifetime Branding, said, “I have known David for over thirty years, but this is the first time we’ve had a chance to work together. When David approached me to develop a new brand in the cannabis sector, my team and I began an analysis of the potential market opportunity last year and have been creating a couple of brands ever since. I am excited to work with NOHO on RāD8 and bring all of my experience to developing the brand and getting it into revenue in the near future through direct-to-consumer sales.”
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that constitute 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. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Noho, Inc. (the “Company”), its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; (iii) growth strategy and operating strategy. The words “may,” “would,” “will,” “expect,” “estimate,” “can,” “believe,” “potential” and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company’s ability to control, and actual results may differ materially from those projected in the forward looking statements as a result of various factors. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond the Company’s control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Important factors that could cause actual results to differ materially from the company’s expectations include, but are not limited to, those factors that are disclosed under the heading “Risk Factors” and elsewhere in documents filed by the company from time to time with the United States Securities and Exchange Commission and other regulatory authorities.
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