Hollywood, CA – November 18, 2014 – bBooth, Inc. (OTCBB: BBTH) (the “Company”) is pleased to announce that on October 16, 2014, it successfully completed the acquisition of all of the issued and outstanding shares of bBooth (USA), Inc. (formerly bBooth, Inc.), a private Nevada corporation (“bBooth”), pursuant to the terms of a share exchange agreement dated August 11, 2014. bBooth is now a wholly-owned subsidiary of the Company. The Company’s trading symbol changed to BBTH on November 14, 2014.
Self-described as The Talent Discovery Company, bBooth is ‘Bringing Hollywood To Your Hometown’ through a nationwide talent discovery platform consisting of kiosk-sized, family-friendly, professional quality, audio-video recording studios that the Company is deploying in high-traffic common areas of shopping malls throughout the United States. bBooth is where anyone can audition for television shows or movies, or just create fun videos to share with friends and family on bBooth’s YouTube Channels and Facebook, Twitter, Instagram and other popular social media platforms.
“We’re giving everyday people from all walks of life an opportunity to follow their dreams – to bSeen, to bHeard and to bDiscovered,” states bBooth Founder and CEO Rory J. Cutaia. “We’re also giving casting directors, production companies and entertainment execs seeking to discover talent, access to people they otherwise might never see.”
Embraced by mall operators as part of the new movement toward location-based, experiential entertainment, bBooth is a destination for mall patrons to enjoy bBooth performances heard and displayed on the large, portrait-oriented, 80” video monitors affixed on the exterior of bBooths. These giant displays also serve as electronic billboards providing targeted messaging opportunities for bBooth national sponsors.
Complimenting what is expected to be a nationwide bBooth retail operation, bBooth is launching a fully-integrated mobile app platform designed for iPhones, iPads, Androids, Macs and PCs, creating an active community of bBooth users and their followers, each of whom can share and market their video-recorded performances for fun and profit.
Change of Directors and Officers
Effective as of the Closing, the Company added Rory J. Cutaia and Aaron Meyerson as directors of the Company. Rory J. Cutaia was also appointed Chairman, President, and Chief Executive Officer; Aaron Meyerson was appointed President of bBooth’s bTV business unit; Leigh Collier was appointed Executive Vice-President – Development; Kim Watson was appointed Executive Vice-President – Strategic Relations; and Ron Gillyard was appointed President of bBooth’s bMgmt and bRecords business units.
Pooling Agreements
In connection with the Closing, holders of 35,999,999 of the outstanding shares of bBooth entered into pooling agreements with the Company pursuant to which such shareholders agreed to deposit their shares into escrow to be released in accordance with a schedule that provides, among other things, that 10% shares will not be released until the first anniversary of the Closing and then 22.5% of the shares will be released every three months thereafter.
Additional Information
The securities of the Company issued in connection with the Closing have not been registered under the United States Securities Act of 1933, as amended (the “Act”), or under the securities laws of any state in the United States, and were issued in reliance upon exemptions from registration under the Act. The securities may not be offered or sold in the United States absent registration under the Act or an applicable exemption from such registration requirements. The securities are also subject to hold periods under applicable Canadian securities laws.
For comprehensive information about the acquisition and any of the foregoing transactions, please see the Company’s current report on Form 8-K filed under the Company’s profile on the Securities and Exchange Commission’s Edgar System at www.sec.gov on October 22, 2014.
About bBooth
At the forefront of the new, ‘experiential, location-based entertainment’ movement, bBooth (OTCBB: BBTH; CUSIP number: 07331L 108), The Talent Discovery Company, is deploying kiosk-sized, family-friendly, professional-quality, TV recording studios in local shopping centers across the country. Performances in bBooth are seen and heard on giant exterior monitors, attracting large crowds at the malls. Fast becoming a social phenomenon, bBooth is the new destination for people to see the stars of tomorrow performing at the malls today. Performances are also seen on YouTube and shared across popular social media platforms. For more information on bBooth, visit www.bBooth.com.
Disclaimer for Forward-Looking Information
Except for statements of historical fact, this news release contains certain “forward-looking information” within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” occur. Forward-looking information in this press release includes, but is not limited to, statements regarding expectations of management regarding the Company developing a nationwide retail operation and launching a fully-integrated mobile app. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including, without limitation, the risk associated with developing new products and operating as an early stage company, the Company’s ability to raise the additional funding it will need to continue to pursue its business and product development plans, competition in the industry in which the Company operates and market conditions. These forward-looking statements are made as of the date of this news release and, except as required by applicable laws, the Company assumes no obligation to update these forward-looking statements, or to update the reason why actual results may differ from those anticipated in the forward-looking statements. Additional information about the Company and these and other assumptions, risks and uncertainties, are available in its public filings with the Securities and Exchange Commission under its profile on EDGAR at www.sec.gov.