All Entertainment Media Group, Inc. signed a letter of Intent to acquire All For One Media Corp. for $2 million in a reverse merger transaction.
March 14, 2023
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All Entertainment Media Group, Inc. signed a letter of Intent to acquire All For One Media Corp. (OTCPK:AFOM) for $2 million in a reverse merger transaction on March 10, 2023. All Entertainment Media Group, Inc. entered into a definitive agreement to acquire All For One Media Corp. (OTCPK:AFOM) in a reverse merger transaction on April 20, 2023. Under the terms of the agreement, all of the issued and outstanding share capital of AEMG will be exchanged for an aggregate 7 million shares of common stock of the company, after giving effect to a 2,854.18:1 reverse split of the outstanding shares of company stock. The total number of Company common shares on a fully diluted basis that the All For One Media shareholders will receive is 3 million at Effective Time, subject to adjustment. Brian Lukow shall remain a Director and officer of the Company, and that the Board of directors shall consist of five members acceptable to AEMG, who shall include Jeffrey Burton (Chief Executive Officer), Todd Napolitano (President) and Brandon Steiner, as well as one additional member acceptable to AEMG. The company will continue to operate as a smaller reporting company in accordance with SEC regulations. The newly merged company will continue to operate under the name All Entertainment Media Group, Inc.
Closing of the acquisition is subject to the satisfactory completion of due diligence by the parties, regulatory approvals, execution of definitive documents, shareholder approval by All For One Media and AEMG stockholders, approval by the Boards of Directors of All For One Media and AEMG, consummation of reverse split and approval by FINRA, completion of an audit and provision of financial and other information required by SEC rules and regulations, and cancellation or exchange of outstanding convertible debt, notes, and related party debt immediately prior to closing into shares of Series B Preferred Stock of AFOM with a fixed conversion price. As of May 15, 2023, All For One Media, has filed with FINRA for a 1-for-2,854 reverse stock split of its capital stock. Laura Anthony of Anthony L.G, PLLC acted as legal advisor to All For One Media Corp. Edward H. Schauder of Nason, Yeager, Gerson, Harris & Fumero, P.A. acted as legal advisor to All Entertainment Media Group, Inc.
All for One Media Corp. is a media and entertainment company focused on creating, launching and marketing original pop music groups commonly referred to as boy bands and girl groups. The Company is in the business of targeting the lucrative tween demographic across a multitude of entertainment platforms. The Company owns over 50 completed professionally produced master recordings, as well as a full-length motion picture entitled Drama Drama (the Film) that is ready for release. This musical comedyâs backstory creates a fictional girl group by the name of Drama Drama. The film is available across all major platforms, including iTunes, Amazon, Google, Microsoft, Vudu, Fandango Now, Comcast, Cox, Spectrum, DirectTV, Dish, among others. In addition, the Drama Drama official Soundtrack has been released through various music streaming platforms, including Spotify, Apple Music, and TikTok.