Company Preparing S-1 Filing to Spin Off App and Social Media Assets of Fan Pass, Inc.
CAMPBELL, CA, July 12, 2018 (GLOBE NEWSWIRE) — Friendable, Inc. (the “Acquiror” or the “Company”) (OTC PINK: FDBL), a mobile and social focused technology company connecting users with location specific, interactive and live content, today announced that the Company has entered into a Share Exchange Agreement with Sharps Technology Inc. (“Acquiree”) pursuant to which each person who is a shareholder of the Acquiree (the “Acquiree Shareholders”) (who are the holders of all of the issued and outstanding shares of common stock of the Acquiree (the “Acquiree Interests”)) have agreed to transfer to the Acquiror and the Acquiror has agreed to acquire from the Acquiree Shareholders, all of the Acquiree Interests, in exchange for the issuance of 17,000,000 shares of Acquiror’s common stock to the Acquiree Shareholders (the “Acquiror Shares”), which Acquiror Shares shall constitute approximately 85% on a fully diluted basis of the issued and outstanding shares of Acquiror Common Stock immediately after the closing of the transactions contemplated herein, in each case, on the terms and conditions set forth in the Share Exchange Agreement. The 17,000,000 share number is subject to adjustment for any shares of Acquiree issued subsequent to June 27, 2018 for financing purposes. The transaction shall be consummated upon the satisfaction of certain closing conditions.
Sharps Technology produces an innovative, patent protected portfolio of safety syringes and products designed to protect 40 million healthcare workers by stopping infectious and accidental needlesticks. In conjunction with the Share Exchange Agreement, Friendable plans to simultaneously spin off its mobile technology and business model of the Fan Pass app into a stand-alone public company Fan Pass, Inc. with the filing of a registration statement on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”). Shareholders of Friendable will receive shares in the new Fan Pass company upon effectiveness of the S-1 registration statement. Sharps Technology management will transition into the management team of the Company and change the Company name. Friendable’s current management will become the management team of Fan Pass, Inc. For further information, please refer to the Form 8-K dated July 2, 2018 filed with the SEC.
Robert A. Rositano Jr., Friendable, Inc. CEO stated, “We have worked diligently with our investment partners over the past 15 months to identify and structure a transaction that we believe provides an extremely unique, timely and on-going opportunity for all of our supporters and shareholders to realize value moving forward. Sharps Technology brings a seasoned and dynamic management team, who are preparing the launch of its patented, innovative safety syringes and safety products. This next generation portfolio of innovative medical devices is what we believe to be ‘best of breed’ providing a wide range of new opportunities for the Company’s public structure and creating an excellent opportunity for our existing shareholders. The spinoff of our Fan Pass mobile application and business model into a stand-alone public company allows for management to streamline efforts to complete, release and grow Fan Pass while providing a secondary opportunity for our shareholders. Our shareholders should expect to see their current holdings convert into Sharps Technology, Inc. shares at a new ratio following a reverse split of the Company’s common shares. Additionally, Company shareholders of record, as of a specified date to be determined later, should expect a distribution of Fan Pass shares once the S-1 registration statement is effective.”
“I want to express my sincere gratitude for the hard work and dedication of each of our employees, partners and shareholders over the past 15 months. This dedication has positioned the Company for long term success. We look forward to updating our shareholders on further details of these transactions, to include closing dates and share distribution, as they become available,” added Rositano.
About Sharps Technology, Inc.
Sharps Technology, Inc. is an innovative medical device company; introducing a portfolio of new safety syringes and safety products with a patented single-use mechanism. This game changing sheath technology is designed to eliminate infectious needlesticks. The Company’s mission is to protect 40 million health care workers and millions of innocent members of the general population who may come upon infectious needles. Today, more than 2 million needlesticks happen each year.
About Friendable, Inc.
Friendable, Inc. is a mobile technology company that develops, acquires, and invests in mobile applications with a social focus. In 2013, the Company released its flagship product Friendable, a mobile social application where users can create one-on-one or group-style meetups for food, drinks, live music, or any occasion. Friendable, Inc. has been developing and plans to release its brand new mobile app platform “Fan Pass Live”, a live streaming video application for both iPhone and Android designed to allow music artists, athletes and celebrities to offer their fans and social followers a backstage or VIP experience right from their smart phone. Through the Friendable and Fan Pass applications, Friendable, Inc. aims to become the premier brand for mobile platforms that is dedicated to connecting and engaging users beyond today’s limitations.
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Cautionary Language Concerning Forward-Looking Statements
This press release contains forward-looking statements. The words or phrases “would be,” “will allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” or similar expressions are intended to identify “forward-looking statements.” Actual results could differ materially from those projected by Friendable, Inc. The iTunes rankings should not be construed as an indication in any way whatsoever of the future value of the Friendable’s common stock or its present or future financial condition. The public filings of Friendable, Inc. made with the Securities and Exchange Commission may be accessed at the SEC’s Edgar system at www.sec.gov. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. Friendable, Inc. cautions readers not to place reliance on such statements. Unless otherwise required by applicable law, Friendable, Inc. does not undertake, and Friendable, Inc. specifically disclaims any obligation, to update any forward-looking statements to reflect occurrences, developments, unanticipated events or circumstances after the date of such statement.
CONTACT: Contact: Friendable: Phone: (855) 473-7473 Email: [email protected] www.friendable.com
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