Growth Capital will Accelerate Expansion Plans; Epic Becomes One of Thrift Industry’s Fastest Growing Public Companies
PHOENIX, AZ / CRWEPRESSRELEASE / August 31, 2015 /Epic Stores, Corp. (“Epic” or the “Company”, formerly Be At TV, Inc.) (OTCMKTS: BETV), a second-hand goods retailer that operates retail stores in the United States, today announced that it has completed a reverse takeover transaction pursuant to the terms of a share exchange agreement dated June 24, 2015 among Be At TV, Inc., Epic Stores, Corp. and the stockholders of Epic. In addition, the Company completed a private placement financing transaction, raising gross proceeds of $2.3 million to accelerate expansion plans. Epic Stores opened two thrift stores in early 2015 and plans to open three additionalthrift stores prior to the close of 2015 with additional growth in 2016 and beyond.
“With this milestone transaction complete, Epic Stores Corp. today emerges as a publicly traded entity, providing the company with access to growth capital so we can fully execute our aggressive growth plans,” commented Brian Davidson, President and Chief Executive Officer of Epic Stores Corp. “The initial $2.3 million in funding will fund our near-term expansion into Houston, and we are well positioned to reach 15 stores by the end of 2015. With a modern and sophisticated combination of industry leading analytics, operational excellence, and a fresh, clean approach to storefronts, we are confident that Epic Stores is positioned to capture a meaningful share of a rapidly growing business opportunity.”
“Our model is centered around connecting in the communities in which we operate,” continued Mr. Davidson. “We actively partner with major charities in each metro area, and each store partners with smaller, local non-profits, including public school groups and houses of worship. We provide a viable, simple, and environmentally friendly fundraising opportunity, helping Epic Stores contribute positively to our community. In 2015, our 12 stores have helped our partner non-profits raise over $100,000. This helps us secure reasonably priced, high-quality inventory to drive consumer traffic and set us apart from other thrift stores.”
“Uniquely, Epic Stores creates a bright, well-organized shopping experience, with products sorted by size and color, so consumers can quickly find the item they are searching for, rather than shuffling through disorganized bins,” continued Mr. Davidson. “No product sits on our shelf for more than six weeks, ensuring a steady flow of new inventory. Stale inventory is wholesaled, sold through outlet stores or recycled, meaning that only 5% of the inventory that comes into the front of our stores leaves as waste. This fresh approach to the market further sets us apart, and is driving brand loyalty. In addition, we employ sophisticated analytics, helping us understand our customers on a per-store basis, so we can optimize inventory within a given market. The net result is the highest revenue per square foot in the industry.”
Key Terms of the Transaction
Pursuant to the terms of the exchange agreement, Be At TV, Inc. acquired all 27,083,493 of Epic’s issued and outstanding shares of common stock from Epicâ€™s stockholders in exchange for the issuance of an aggregate of 19,959,970 shares of Be At TV, Inc.’s common stock on the basis of 0.737 shares of common stock for each Epic share and 1,133,813 warrants, each of which is exercisable into one share of common stock at a price of $1.02 per share until June 24, 2018.
Concurrently with the closing of the exchange agreement, the Company completed a private placement financing pursuant to which it issued an aggregate of 2,631,477 units at a price of $0.882 per unit for gross proceeds of $2,320,959, of which $770,959 was satisfied by settlement of a bridge loan in the principal amount of $750,000, plus accrued interest thereon, made by a subscriber to Epic prior to the closing of the exchange agreement. Each unit consisted of one share of common stock in the capital of the Company and one transferable share purchase warrant. Each warrant entitles the holder to acquire one share of common stock at a price of $1.02 per warrant share until June 24, 2018.
Change of Control
In connection with the closing of the exchange agreement, the Company experienced a change of control as four new directors, all of whom were directors of Epic, were appointed to the Board of Directors, all the Company’s prior management resigned and were replaced by management nominated by Epic, and former stockholders of Epic were issued shares of common stock that constituted approximately 58.1% of the issued and outstanding shares at the closing. As a result, the acquisition of Epic is being treated as a reverse merger and recapitalization, with Epic as the acquirer, for accounting purposes.
Effective as of the closing of the exchange agreement, the Company’s board of directors appointed Wayne Riggs, Brian Davidson, Bob Riggs and Zachary Bradford as directors of the company. Paul Medley resigned as the sole director and officer of the Company. Brian Davidson was appointed to the role of President and Chief Executive Officer, Secretary and Treasurer, Zachary Bradford was appointed to the role of Chief Financial Officer, and Bob Riggs was appointed to the role of Chief Operating Officer.
In accordance with the terms of the exchange agreement, the Company’s name has been changed from “Be At TV, Inc.” to “Epic Stores Corp.”
The Company’s common shares currently trade on the OTC Pink exchange under the Ticker symbol BETVD and are expected to commence trading on the OTC Pink exchange under the ticker symbol “EPSC” at the commencement of trading on September 18, 2015.
About Epic Stores Corp.
Epic is a second hand goods retailer that operates second hand retail stores in the United States. Based in Phoenix, Arizona, the company offers high quality, on-trend second hand clothing, accessories and household products at affordable prices. As of June 1, 2015, the company employed 232 employees and operated 12 retail stores in four states. Founded in 2010, Epic opened its first retail store in Phoenix, Arizona. Since that time, the company has opened additional stores in Arizona, Nevada, Colorado, and Texas. All of the retail stores sell products directly to consumers. The company also operates a leading wholesale business that supplies used shoes, books and clothing to distributors.
The information in this press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often include words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes” and words and terms of similar substance in connection with discussions of future operating or financial performance. Examples of forward-looking statements include, but are not limited to, statements regarding: (i) the adequacy of the Company’s liquidity to meet its needs for the foreseeable future, (ii) the benefits expected to be recognized in connection with retail and whole sales, (iii) the Company’s expectation that the current market conditions will continue. The Company’s forward-looking statements are based on management’s current expectations and assumptions regarding the Company’s business and performance, the economy and other future conditions and forecasts of future events, circumstances and results. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. The Company’s actual results may vary materially from those expressed or implied in its forward-looking statements. Any forward-looking statement made by the Company speaks only as of the date on which it is made. The Company is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, subsequent events or otherwise.
President and CEO
Epic Stores Corp.
Tel (646) 536-7331
SOURCE: Epic Stores Corp.