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Fresh Vine Wine, Inc. Announces New Employment Inducement Awards Under NYSE American Listing Rules
Globe Newswire 26-Apr-2023 5:44 PM
MINNEAPOLIS, April 26, 2023 (GLOBE NEWSWIRE) -- Fresh Vine Wine Inc. (NYSE:VINE) today reported, as required by Section 711(a) of the NYSE American Company Guide (the "Company Guide"), the grant of equity inducement awards to Roger Cockroft, who was appointed as Chief Executive Officer of the Company effective April 25, 2023. The awards were offered as an inducement material to Mr. Cockroft's hiring. Mr. Cockroft's hiring was previously announced on April 25, 2023.
The awards included a 463,917 share restricted stock grant with transfer and forfeiture restrictions that are scheduled to lapse in four installments as nearly equal in amount as possible on the three, six, nine and twelve month anniversaries of the grant date, subject to continued employment, and a stock option to purchase one million shares of the Company's common stock at a per share exercise price of $1.00. Subject to continued employment, the stock option will vest with respect to 250,000 shares on the one-year anniversary of the grant date and, thereafter, will vest in 36 monthly installments as nearly equal in amount as possible.
In addition, the Company granted Mr. Cockroft restricted stock units (RSUs) with a target payout amount equal to $154,726. The amount of the RSU award actually payable will be determined based on the satisfaction of 2023 performance objectives. The performance objectives have not yet been determined. The RSUs, if and to the extent earned, will be settled in shares of the Company's common stock valued at the most recent closing price on the payment date (subject to Mr. Cockroft's right to forfeit shares to satisfy tax withholding obligations).
The awards, which were granted pursuant to Mr. Cockroft's employment agreement with the Company and were approved by the Company's compensation committee, were granted outside of the Fresh Vine Wine 2021 Equity Incentive Plan in reliance on the employment inducement exemption under Section 711(a) of the Company Guide, which requires public announcement of inducement awards.
About Fresh Vine Wine, Inc.
Fresh Vine Wine, Inc. (NYSE: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, Chardonnay, Pinot Noir, Rosé, Sauvignon Blanc, 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 conduct the rights offering on the terms or within the timeframes expected, or at all; 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.
