Fresh Vine Wine finds a buyer, appears to move out of Minnesota

Fresh Vine Wine has announced it has signed a letter of intent to be acquired by Notes Live, a Colorado Springs-based live-entertainment company.

Fresh Vine, a producer of lower-calorie and low-carb wines, has struggled since the celebrity-backed firm's initial public offering two years ago and has been exploring strategic alternatives.

The company had been based in Minnesota, but according to recent filings with federal regulators Fresh Vine appears to have moved its headquarters to Charlotte, N.C. — the base for its interim CEO and chair, Michael Pruitt.

Fresh Vine has relied heavily on third-party providers to develop and produce its wines and from the outset had promotional support from Hollywood celebrities Nina Dobrev and Julianne Hough, two of the largest shareholders and co-founders of the company.

Earlier this year Fresh Vine ended its licensing agreement with Dobrev and Hough and in September received notice from the New York Stock Exchange the company was out of compliance with listing standards and at risk of being delisted.

Fresh Vine said in a filing last week it had submitted plans with the exchange to regain compliance with its listing issues by March 8.

Notes Live is an operator and developer of premium live music venues, including a new outdoor amphitheater in Colorado Springs slated to open in 2024. The company also operates or plans to develop venues in Georgia, Oklahoma, Tennessee and Texas.

Notes Live appears to be primarily interested in Fresh Vine's listing on the NYSE.

"This move, culminating in our goal of a stock exchange listing, is a testament to our innovative spirit in live entertainment," JW Roth, chief executive of Notes Live, said in a statement.

A definitive merger agreement and details of the transaction have not been agreed to yet. But statements from the companies indicate a deal could be reached by Jan. 31, and the deal could close before summer.

"After evaluating multiple potential transactions, we were drawn to Notes Live for several reasons," Pruitt said in a news release. "First, JW Roth and his team have a track record of success and an ability to execute. This, along with the overall quality of the brand and people, made them the clear standout."

Notes Live could end up owning 90% of Fresh Vine's outstanding shares and suggested it would change the company's stock trading symbol to "VENU" after a deal closes, according to a news release.

"I have always wanted to establish a company structured to provide our customers and fans with an opportunity to own an interest in our vision, and we believe this transaction will provide for exactly that," Roth said in a statement.

Fresh Vine recently reported third-quarter sales of $848,000, up 58% from the third quarter of 2022. But sales for the nine-month period were down 36%. It hasn't been profitable in any quarter since its debut. And after being priced at $10 a share at its IPO, shares have recently traded around $0.72.