NOHO, Inc. Enters Letter of Intent to Acquire Smog Armor(R), Inc. and Transfer NOHO Brand Assets to Sibannac, Inc. in Blockbuster Three-Way Deal
Scottsdale, Arizona--(Newsfile Corp. - May 12, 2022) - NOHO, Inc. (OTC Pink: DRNK), a Wyoming corporation (the "Company"), announced the following:
NOHO, Inc. has entered into a Letter of Intent to acquire Smog Armor, Inc., a special purpose acquisition company created to facilitate the transfer of the Smog Armor assets from its constituent entities.
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Smog Armor Co. is a climate tech company based in Florida that has developed a nature-based technology that eliminates air pollutants, including CO2, VOCs, and odors. Their technology can be integrated into multiple products for different applications, one of which is Smog Armor air-purifying paint, their flagship product. It is a non-toxic ZERO-VOC paint that eliminates Carbon Dioxide and other toxins in the air by absorbing them from the outside environment utilizing a patent-pending proprietary process. Its mission is to "paint away air pollution and extend the life of our planet with our innovative non-toxic, ZERO-VOC air purifying paints and technology." The Company has lab testing that confirms its products can reduce certain indoor air pollutants by up to 95% within an hour.
Founded by Chief Executive Officer Tim Sperry, and Chief Operating Officer Angel Pedroza, the Smog Armor team is currently in discussions with municipalities planning to use the Company's paints in their facilities. In addition to using the paint on walls in both residential and commercial settings, Smog Armor is also licensing its technology and developing different applications including an application for logistics companies and large shippers to reduce carbon footprint and other VOCs.
The final part will be the sale of all NOHO intellectual property, its brands, and formulas to Sibannac, Inc. (OTC Pink: SNNC). As the infrastructure of the NOHO brand has been substantially developed over the last year, the valuation of the NOHO assets will be re-valued to insure just compensation to the shareholders. Sibannac and incoming management will be discussing an ongoing relationship for some revenue sharing for NOHO's After Shot. Specific terms will be disclosed when the definitive agreements are executed.
NOHO will acquire Smog Armor with preferred shares which will not result in any immediate common stock dilution. Sibannac will acquire the NOHO assets by following through on its announced acquisition plan using warrants which will then be issued to NOHO for distribution to shareholders of record on July 29, 2022. The valuation of the warrants is now being determined and will be announced to the public once the definitive agreements are in place. Sibannac intends on registering the warrants so that the NOHO shareholders will be able to convert them to free-trading shares. Sibannac will price the warrants at a discount to its share price at the time of distribution, to the benefit of NOHO shareholders.
Current management believes that the allocation of assets in the transactions will result in a stronger NOHO moving forward. The Smog Armor team plans to audit NOHO, moving it first to the OTCQX and, eventually, to up list to the NASDAQ.
Smog Armor CEO, Tim Sperry said, "We are very excited to be able to bring our team, knowledge, expertise, and patent-pending tech to NOHO, and together we intend to build a better, greener world."
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David Mersky, NOHO's CEO, said, "This is an absolute win-win for all parties and the NOHO shareholders, as Smog Armor is bringing in big-time talent in their executive team and a terrific product line with patented green tech. As a large remaining shareholder following the closing, it was vitally important that the incoming team had the capabilities and assets to propel the Company into future success and earnings. I'm supremely confident that Smog Armor is that team."
More from NOHO - In addition to the After Shot, we have developed a new line of products, all leveraging Hydro-Nano technology, which will be rolling out soon. For additional information and product updates, please follow us at www.nohoshot.com and follow NOHO on Twitter 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 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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