SCOTTSDALE, Ariz., Sept. 28, 2016 (GLOBE NEWSWIRE) -- On September 9, 2016, NOHO, Inc., a Wyoming corporation (the “Company”), by and through its Board of Directors and majority shareholder entered into a share exchange agreement (the “Agreement”) with Media360 Licensing, Inc., a Wyoming corporation (“Media360”). Pursuant to the Agreement, the shareholders of Media360 exchanged 100% of their shares of common stock of Media360 for 54,000,000,000 shares of common stock of the Company. As a result, Media360 shall become a wholly-owned subsidiary of the Company and the business of Media360 shall continue through the Company. Additionally, as a result of the Agreement, the Company will change its name to “Media360 Licensing, Inc.” and will request an OTC symbol change from its current symbol “DRNK” to “MDLC” or to an alternative symbol if requested by FINRA.
Spin-Out of Certain Assets and Liabilities. Within a reasonable period after the Closing Date, NOHO agreed to convey to a third party entity Mix 1, LLC (hereinafter “Mix 1”), all assets and liabilities of NOHO listed in the Agreement. NOHO agreed to indemnify Media360 for any and all damages, losses, settlement payments, in respect of deficiencies, liabilities, costs, expenses and claims suffered, sustained, incurred or required to be paid by such NOHO.
The assets that are being conveyed to Mix 1, LLC are as follows: i) all Intellectual Property of NOHO, Inc.; ii) websites, social media and point of purchase materials and displays; iii) all inventory and formulations; iv) furniture, computers and fixtures; and v) all contracts and distribution agreements.
The liabilities that are being conveyed to Mix 1, LLC are as follows: i) all deferred and accrued salaries of NOHO; ii) all accounts payable of NOHO; and iii) a Loan Agreement between NOHO and Presidio for $120,000.
On September 9, 2016, Chairman of the Board of NOHO and its majority shareholder, John G. Grdina, holding 51% of the aggregate voting percentage of both common and preferred stock of NOHO, approved the Share Exchange Agreement by shareholder written consent.
Mr. Grdina, said, “The Board of Directors of NOHO has unanimously determined that the Share Exchange and the transactions contemplated thereby, are advisable, fair to and in the best interests of the shareholders of both entities, and has therefore approved the Share Exchange Agreement.”
About NOHO, Inc.
NOHO Gold Premium and Functional Lifestyle beverage is setting the standard for beverages that not only taste great, but also serves a functional purpose. The 8.4 oz can's light refreshing flavor can be used to help combat against hangovers by mixing it with your favorite liquor or can be used as a healthy alternative to high sugar sodas and juices. With only 6 grams of sugar and 30 calories, it proves that healthy can taste good.
For additional information on NOHO please visit www.nohodrink.com and follow NOHO on www.instagram.com/nohodrink as well as at www.twitter.com/nohodrink.
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.