OrangeHook, Inc. entered into a letter of intent to acquire Nuvel Holdings, Inc. in a reverse merger transaction.

OrangeHook, Inc. entered into a letter of intent to acquire Nuvel Holdings, Inc. (OTCPK:NUVL) in a reverse merger transaction on October 23, 2014. Pursuant to the letter of intent, Nuvel and OrangeHook will merge or combine their assets, with Nuvel as the surviving corporation. Nuvel will issue common stock to the shareholders of OrangeHook such that after the transaction, OrangeHook shareholders will own approximately 85% of Nuvel and the pre-Transaction Nuvel shareholders will own approximately 15% of Nuvel, which is subject to adjustment by negotiation of the parties. Pursuant to the letter of intent, OrangeHook provided $0.06 million as bridge financing to Nuvel, in the form of an unsecured loan to assist Nuvel in completing the necessary filings with the Securities and Exchange Commission such that it will be current in its reporting. Prior to the transaction, OrangeHook anticipates raising up to an additional $2 million, approximately $250,000 of which will be used to loan monies to Nuvel for its operations and which will convert into equity at closing of the transaction. On or about the same day as the transaction, Nuvel and OrangeHook anticipate initiating an equity raise of up to $5 million of financing for the combined companies. The conditions to closing include that Nuvel be current in its SEC reports; that each of the financings set forth in the letter of intent have occurred and that any necessary shareholder approval has been obtained.

OrangeHook, Inc. entered into an agreement to acquire Nuvel Holdings, Inc. (OTCPK:NUVL) in a reverse merger transaction on July 1, 2016. The combined company will change its name to OrangeHook and plans to trade under a yet to be determined OrangeHook-related trading symbol. The transaction is subject to dissenters rights limited to 10%, consummation of pending acquisition of LifeMed ID by OrangeHook, conversion of preferred stock and convertible notes into equity, execution of employment agreements, resignation of Nuvel's Directors and consummation of private placement. Subject to satisfaction or waiver of closing conditions set forth in the merger agreement, the parties expect to close on the merger portion of the transaction in August 2016. Subsequent to the merger, the combined company plans to apply for listing on a national securities exchange as soon as reasonably practical. Ryan C. Brauer of Fredrikson & Byron P.A. acted as legal advisor for OrangeHook, Inc. Alan M. Gilbert acted as legal advisor for Nuvel Holdings.