Fresh Vine enters LOI with Adifex Holdings for business combination

Fresh Vine Wine has entered into a letter of intent with Adifex Holding, a Delaware limited liability company and Adifex’s to be acquired subsidiary, Amaze Software, for a potential business combination. The LOI is not a binding agreement, and it outlines the intent and preliminary terms of the Proposed Transaction. Under the terms and conditions of the LOI, Fresh Vine and Adifex intend to enter into a definitive agreement under which Fresh Vine will acquire 100% of the issued and outstanding membership interests of Adifex, via a share exchange transaction, merger transaction or other business combination structure. At the closing of the Proposed Transaction, the board of directors of Fresh Vine will be replaced by nominees of Adifex. The completion of the Proposed Transaction is subject to customary conditions, such as the completion of due diligence to each of Fresh Vine’s and Adifex’s satisfaction, the negotiation of a definitive agreement providing for the transaction, and approval of the transaction by the board and a majority of the shareholders of both Fresh Vine and Adifex.