Los angeles, Feb. 14, 2018 (GLOBE NEWSWIRE) -- Giggles N’ Hugs Inc. (OTCQB: GIGL) (the “Company”) announced today that the Company has set the close of trading on the OTCQB on February 27, 2018 as the Record Date for its previously announced rights offering. Due to T+2 settlement you must be an owner of GIGL common stock on February 23, 2018, the Ownership Day, to be deemed a shareholder of record.
Holders will receive two (2) non-transferable subscription rights for every one share of common stock owned on the Record Date. Each subscription right will entitle the holder to purchase one unit which shall consist of one share of GIGL common stock and 0.70 of a five-year warrant. Each whole warrant will be exercisable for one share of GIGL common stock. Holders who fully exercise their basic subscription privilege will be entitled to purchase additional units via the over-subscription privilege (should any of the offering remain unsubscribed at the expiration of the Subscription Period).
The rights offering will be made pursuant to the Company’s effective registration statement on Form S-1 (Reg. No. 333-220302) on file with the U.S. Securities and Exchange Commission (the “SEC”). The registration statement was declared effective by the SEC on February 12, 2018. The offering can be made only by a final prospectus. Investors should consider investment objectives, risks, charges, and expenses carefully before investing. The prospectus included in the registration statement contains this and additional information about the Company and the rights offering, and rights holders should carefully read the prospectus before exercising their rights and investing. The prospectus may be found by clicking on the following link:
https://www.sec.gov/Archives/edgar/data/1381435/000149315218001658/forms-1a.htm
Requests for copies of the prospectus may be directed to Mackenzie Partners at (800) 322-2885 or rightsoffer@mackenziepartners.com.
The calendar for the 2018 rights offering is as follows:
| Friday, February 23, 2018 | Ownership Day -- last day to purchase GIGL common stock to receive rights Must own GIGL by 5:00 PM Eastern Time to become a shareholder of record. | |
| Tuesday, February 27, 2018 | Record Date (must own GIGL common stock by the Ownership Day); Rights offering is priced. | |
Distribution to Record Date Holders | Two subscription rights per share of common stock owned of record, Each subscription right will entitle the holder to purchase one unit shall consist of one share of GIGL common stock and 0.70 of a five-year warrant. Each whole warrant will be exercisable for one share of GIGL common stock. | |
Thursday, March 1, 2018 | Subscription Period begins | |
| Friday, March 30, 2018 | Subscription Period ends at 5:00 P.M. Eastern Time Subject to extension of up to thirty days at the discretion of the Company. |
If the rights offering is fully subscribed (of which there can be no assurance), the Company will receive gross proceeds of $5,000,000. The Company intends to use the proceeds for general corporate purposes, including funding new location expansion.
Giggles N’ Hugs has engaged Advisory Group Equity Services, Ltd. doing business as RHK Capital as Dealer-Manager in the offering. Mackenzie Partners, Inc. is acting as our Information Agent and West Coast Stock Transfer, Inc. as Subscription Agent. Questions about the rights offering or requests for copies of the prospectus may be directed to Mackenzie Partners at (800) 322-2885 or rightsoffer@mackenziepartners.com.
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. The completion of the rights offering remains subject to the satisfaction of certain conditions, and Giggles N’ Hugs reserves the right to terminate the rights offering at any time prior to the expiration date of the rights offering, including prior to the rights distribution or the commencement of the rights offering.
About Giggles N’ Hugs
Giggles N' Hugs is a unique family restaurant that brings together high quality organic food with active, cutting-edge play and entertainment for children. Every Giggles N' Hugs location offers an upscale, family-friendly atmosphere with a dedicated play area that children 10 and younger absolutely love. The locations feature high-quality menus made from fresh and local organic foods, nightly entertainment such as magic shows, concerts, kids games, puppet shows, face painting, and hugely popular birthday party packages for families that want to do something special.
Forward Looking Statements:
Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company's filings with the Securities and Exchange Commission (the "SEC"). Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.