RDE, Inc. completed the acquisition of CardCash Exchange Inc. for $27.3 million.
December 28, 2023
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RDE, Inc. (OTCPK:RSTN) signed a definitive agreement to acquire CardCash Exchange Inc. for $30 million on August 18, 2023. Under the terms of the transaction, RDE will pay $2 million in cash of which $1 million will be paid at the future closing of the transaction and $1 million will be paid in the form a promissory note due and payable on the second anniversary of the future closing date, and will issue 6,108,077 restricted shares of RDE?s common stock to the shareholders of CardCash currently representing approximately 37% of RDE?s issued and outstanding shares of common stock after the future closing of the merger. Following the closing of the CardCash merger, CardCash will become a wholly owned subsidiary of RDE. In case the transaction is not completed then a termination fee of $0.5 million is to be paid by the defaulting party. In addition, Elliot Bohm, now President of CardCash, will remain as President of CardCash following the closing of the merger, and will join the Board of Directors of RDE as well as serving as a member of the Board of Directors of CardCash.
The transaction is subject to CardCash completing the audit of its financial statements. RDE shall meet all requirements and standards for listing on the Nasdaq Capital Market. Employment Agreement duly executed by RDE. Shareholder approvals of both CardCash and RDE. As of August 22, 2023, the Board of Directors has unanimously approved the transaction. The transaction is expected to close by end of 2023. Ernest M. Stern of Culhane Meadows PLLC acted as legal advisor to RDE, Inc. and Gabriel J. Edelson of Varnum LLP acted as legal advisor to CardCash Exchange, Inc.
RDE, Inc. (OTCPK:RSTN) completed the acquisition of CardCash Exchange Inc. for $27.3 million on December 29, 2023. RDE acquired all of the issued and outstanding equity interests of CardCash from CardCash?s stockholders for $26,682,000, made up of 6,108,007 shares of RDE?s common stock with a fair value of $24,432,000 or $4.00 per share, $750,000 in cash (including $250,000 advanced in October 2023), and the issuance of notes payable for $1,500,000, $750,000 in the form of a promissory note due and payable on the second anniversary of the December 29, 2023 closing date and bearing simple annual interest of 5% and $750,000 to be paid upon the earlier of (a) the completion of the firm commitment underwriting by Maxim Group of RDE?s initial public offering (currently anticipated to be for an amount equal to approximately $15,000,000) to allow RDE to become listed on the Nasdaq Capital Market following the closing and (b) the first anniversary of the closing date.
RDE, Inc. owns and operates Restaurant.com, a pioneer in the restaurant deal space and the nationâs restaurant-focused digital deals brand. The Company has two principal divisions, business-to-consumer (B2C) and business-to-business (B2B), for both CardCash and for Restaurant.com. CardCash operates as a gift card exchange platform, facilitating the purchase and sale of unused gift cards at discounted rates for both consumers and businesses. CardCashâs core service offering includes the buying and selling of gift cards from over 1,100 retailers, such as Target, Home Depot, Starbucks and TJ Maxx, among others. In addition to its consumer-focused operations, CardCash provides white-label solutions for brands, allowing them to integrate gift card exchange capabilities into their own platforms. Its Specials by Restaurant.com, which bundles Restaurant.com certificates with a variety of other entertainment options, including theatre, movies, wine and travel.