Evine Live Inc. (NASDAQ:EVLV), a multiplatform interactive video
and digital commerce company (evine.com), today announced as a part
of its ongoing strategic alternatives review, the execution of
several agreements with its largest and most tenured vendor, The
Invicta Watch Group (“IWG”). Effective immediately, Evine
has:
- Sold $6 million of common stock at $0.75 per share, which was
priced at a 97% premium to Evine’s closing stock price on the day
prior to signing the purchase agreement, to investors (“Investors”)
that include, among others, Eyal Lalo, CEO of IWG and Tim Peterman.
The investors will also receive five-year warrants to purchase an
aggregate of 3.5 million shares of common stock with an exercise
price of $1.50 per share, a 295% premium to Evine’s closing stock
price on the day prior to signing the purchase agreement;
- Secured a $5 million increase in its vendor line for IWG’s
family of brands, subject to adjustment from time to time;
- Secured IWG’s commitment to invest an additional $25 million in
product for Evine in 2019;
- Secured a 5-year TV retailing exclusivity commitment from
IWG;
- Appointed Eyal Lalo, CEO of IWG, as Evine’s Vice Chairman,
which is a board role designed to work closely with the CEO in the
operations of the business;
- Appointed Tim Peterman, Evine’s former COO & CFO, as its
new CEO;
- Appointed Michael Friedman, a long standing IWG partner, to
Evine’s board; and
- Announced that Bob Rosenblatt, Evine’s former CEO, will remain
on Evine’s Board, where he will assist in the transition and
continue to contribute to Evine’s strategy as a Board member.
Bob Rosenblatt, former CEO of Evine, said, "It
is exciting to have Tim back to lead Evine on its continuing
journey to profitability while utilizing his strong experience and
relationships in interactive media and eCommerce to help us chart a
compelling growth strategy. In addition, Eyal’s financial
commitment as an investor and his leadership as Vice Chairman will
help us accelerate our brand building opportunities and strengthen
our balance sheet. I couldn’t be more excited as a board member and
shareholder to have Tim and Eyal helping lead our organization into
its next chapter.”
Tim Peterman, CEO of Evine, said, “I look
forward to working with Bob and his team during a collaborative
transition. We have a great company today, and I believe we
have a very bright future. As Bob knows, our vision for the company
remains fundamentally unchanged; I look forward to working with the
team and the Board on new growth strategies and expect to have
further details on such strategies in the near term.”
Eyal Lalo, Vice Chairman of Evine, said,
“Fostering an entrepreneurial, fast-moving culture in which leaders
and employees work to produce amazing results will be an important
strategic priority for us. Tim and I look forward to playing
a more active role in Evine’s future."
In addition to Eyal Lalo and Michael Friedman
joining the Board, Thomas Beers and Mark Holdsworth have resigned
from the Board, effective today.
Landel Hobbs, Chairman of Evine, added,
"Deepening our relationship with IWG adds value for both the
company and its shareholders, especially as Evine continues to
chart its course in the role of interactive video commerce in the
future of retail, entertainment and media. In addition, Tim’s
strong experience and relationships in interactive media and
eCommerce will help us continue to chart a compelling growth
strategy and the deep expertise that Eyal brings to the Board will
further enhance our strategies and execution. On behalf of
Evine and the Board, I would also like to express my deep gratitude
to Bob Rosenblatt for his leadership during the last three years—we
have been made stronger through his work and look forward to his
continuing contributions as a member of the Board. Similarly, I
extend our thanks to Thomas Beers and Mark Holdsworth for their
dedicated and valuable service on our Board.”
Evine will grant performance stock units
representing 680,000 shares of Evine common stock to Mr. Peterman
on May 2, 2019, that were approved by the human resources and
compensation committee of its Board as a material inducement to
employment. The equity awards were approved in accordance
with Nasdaq Listing Rule 5635(c)(4). The performance stock
unit grant shall vest one-third upon the one year anniversary of
the grant date, one-third when the per-share closing price of
Evine’s common stock reaches or exceeds an average trading price of
$2 for 20 consecutive trading days and Mr. Peterman has been
continuously employed for at least one year from the grant date,
and the remaining shares when the per-share closing price of
Evine’s common stock reaches or exceeds an average trading price of
$4 for 20 consecutive trading days and Mr. Peterman has been
continuously employed for at least two years after the grant date,
and shall otherwise be subject to the terms and conditions of the
applicable award agreement.
About Evine Live Inc.
Evine Live Inc. (NASDAQ:EVLV) operates Evine, a
multiplatform interactive digital commerce company that offers a
mix of proprietary, exclusive and name brands directly to consumers
in an engaging and informative shopping experience via television,
online and mobile. Evine reaches more than 87 million television
homes with entertaining content in a comprehensive digital shopping
experience offered 24 hours a day.
Please visit www.evine.com/ir for more investor
information.
About Invicta Watch Group
INVICTA, the flagship brand of the INVICTA WATCH
GROUP was founded in La Chaux-de-Fonds, Switzerland in 1837.
The brand was reestablished in 1994 by Eyal Lalo who has been the
CEO since inception. Under Eyal’s leadership, Invicta has
been recognized for its vast amount of design and product
innovations targeted to all demographics and age groups and a
strong following from collectors worldwide. Invicta designs over
1500 unique models per year and has received 55 design and
mechanical patents and holds 1,250 trademarks. It has
received the coveted Red Dot design award for product design and
innovation. This long and rich heritage in innovation and
design continues to define the Invicta brand identity and its
unique and exclusive positioning in the watch industry.
In addition to Invicta, the group owns, designs,
manufactures and distributes the TechnoMarine, S. Coifman, and
Glycine Switzerland brands. Additionally, it has long-standing
license agreements with Disney, Marvel, Star Wars, DC Comics,
Warner Brothers, and the NFL for high end collectible and
limited-edition watches. From high-end, luxury Swiss time
pieces to accessible fashion watches, each of the Invicta brands is
recognized for inherent quality and distinctive style within its
price category. Collectively, the Invicta brands are sold
throughout the Americas, Europe, Asia, and the Far East.
Invicta’s history with Evine spans more than 20
years and is also rich with innovative collaborations.
Invicta holds several records among Evine vendors for the highest
sales hours, with 3 individual 1-hour time slots generating over $1
million in sales each. Invicta holds the largest customer
following on Evine, largest Social Media following, largest driver
of online sales, and has received over 25 awards from Evine
including multiple awards for vendor of the year, product of the
year, and many more including an award for being the first vendor
to have reached over $1 billion in sales on the network.
Invicta and Evine have collaborated on 3 Invicta themed cruises,
over 90 remote events from various locations including the Exumas
in the Bahamas, Los Cabos Mexico, Miami, Key Largo, and Cancun
Mexico. We believe this new investment and partnership will
expand on these milestones and further drive growth for
Evine.
About Tim Peterman
Tim is relocating to Eden Prairie, MN in May,
leaving his current role as COO & CFO of Amerimark Interactive
(amerimarkinteractive.com), an eCommerce company with $750+ million
in annual revenues headquartered in Chicago.
Tim originally joined Evine as its CFO in 2015,
and was promoted to COO & CFO in 2017, which was the first year
in 10 years that Evine produced positive net income.
Tim is an Interactive Media executive with 25+
years of diversified operational, M&A and financial management
experience for publicly held and private industry leaders in media,
eCommerce and technology. He has held senior executive roles
in companies including: IAC, Scripps Interactive, Tribune,
Sinclair, and J. Peterman. Mr. Peterman began his career at
KPMG in Chicago in 1989, is a CPA and holds a BS in accounting from
the University of Kentucky.
Contacts Media: Jordan Titus
press@evine.com (952) 943-6580 Investors:
Michael Porter mporter@evine.com (952) 943-6517
Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995
This document may contain certain
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Any statements contained
herein that are not statements of historical fact, including
statements regarding business or operations plans, guidance, vendor
prospects, industry prospects, our strategic alternatives process
and any potential outcome from that process or future results of
operations or financial position are forward-looking. We often use
words such as anticipates, believes, estimates, expects, intends,
predicts, hopes, should, plans, will and similar expressions to
identify forward-looking statements. These statements are based on
management's current expectations and accordingly are subject to
uncertainty and changes in circumstances. Actual results may vary
materially from the expectations contained herein due to various
important factors, including (but not limited to): variability in
consumer preferences, shopping behaviors, spending and debt levels;
the general economic and credit environment; interest rates;
seasonal variations in consumer purchasing activities; the ability
to achieve the most effective product category mixes to maximize
sales and margin objectives; competitive pressures on sales and
sales promotions; pricing and gross sales margins; the level of
cable and satellite distribution for our programming and the
associated fees or estimated cost savings from contract
renegotiations; our ability to establish and maintain acceptable
commercial terms with third-party vendors and other third parties
with whom we have contractual relationships, and to successfully
manage key vendor and shipping relationships and develop key
partnerships and proprietary and exclusive brands; our ability to
manage our operating expenses successfully and our working capital
levels; our ability to remain compliant with our credit facilities
covenants; customer acceptance of our branding strategy and our
repositioning as a video commerce company; our ability to respond
to changes in consumer shopping patterns and preferences, and
changes in technology and consumer viewing patterns; changes to our
management and information systems infrastructure; challenges to
our data and information security; changes in governmental or
regulatory requirements; including without limitation, regulations
of the Federal Communications Commission and Federal Trade
Commission, and adverse outcomes from regulatory proceedings;
litigation or governmental proceedings affecting our operations;
significant events (including disasters, weather events or events
attracting significant television coverage) that either cause an
interruption of television coverage or that divert viewership from
our programming; disruptions in our distribution of our network
broadcast to our customers; our ability to protect our intellectual
property rights; our ability to obtain and retain key executives
and employees; our ability to attract new customers and retain
existing customers; changes in shipping costs; expenses related to
the actions of activist or hostile shareholders; our ability to
offer new or innovative products and customer acceptance of the
same; changes in customer viewing habits of television programming;
and the risks identified under Item 1A(Risk Factors) in our most
recently filed Form 10-K and any additional risk factors identified
in our periodic reports since the date of such Form 10-K. More
detailed information about those factors is set forth in our
filings with the Securities and Exchange Commission, including our
annual report on Form 10-K, quarterly reports on Form 10-Q, and
current reports on Form 8-K. You are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the
date of this announcement. We are under no obligation (and
expressly disclaim any such obligation) to update or alter our
forward-looking statements whether as a result of new information,
future events or otherwise.
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