Authentic Holdings, Inc. to Acquire Movie and Television Library in an $11 Million Transaction

Rhea-AI Summary

Authentic Holdings (OTC:AHRO) has announced plans to acquire Goliath Motion Pictures Entertainment for $11 million in an equity-based transaction. The deal includes a 40,000+ title content library valued at $14.8 million, featuring shows like 'In Living Color' and 'The Cosby Show'.

The acquisition will be structured through Convertible Preferred Stock with a 3-year lock-up period and 20% annual conversion limit to minimize shareholder dilution. The company's streaming subsidiary, Maybacks Global Entertainment, has seen significant growth, with TV affiliates increasing from 26 to 61 DMAs, and prime-time ad rates rising from $2.50 to $15.00 per 30-second spot over the past year.

The strategic acquisition aims to strengthen AHRO's position as an independent network provider, with expectations to expand into all 20 major markets within 24 months, potentially driving ad rates to $50-$100 per spot.

Positive

• Acquisition of $14.8M valued content library for $11M, representing immediate asset appreciation
• Ad rates increased 500% from $2.50 to $15.00 for prime-time spots
• TV affiliate network expanded 134% from 26 to 61 DMAs
• Ad agency partnerships tripled from 4 to 12 in 6 months
• 3-year lock-up period on convertible preferred stock protects against immediate dilution
• Previous $2M management debt converted to performance-based equity

Negative

• Equity-based transaction structure indicates potential future dilution
• 2024 described as 'startup year' suggests current low revenue base
• Heavy reliance on advertising revenue in competitive streaming market

News Market Reaction

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On the day this news was published, AHRO declined NaN%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

MORRISTOWN, N.J., March 19, 2025 (GLOBE NEWSWIRE) -- via IBN -- Authentic Holdings, Inc (OTC:AHRO) to acquire Goliath Motion Pictures Entertainment for $11 million in an equity-based transaction.

Chris Giordano stated: "To date 'Goliath' has been licensing to Maybacks Global Entertainment all of its content for the 35 channels it distributes globally on our streaming platforms and Over the Air broadcasting networks.  

"After careful examination of the relationship, the parties agreed that the strategic acquisition of the 40,000+ titles owned by Goliath was a natural metamorphosis between Maybacks and Goliath. Putting $11 million in assets on the balance sheet of Authentic Holdings is just one benefit. The long-lasting benefits and opportunities of owning the library is far more reaching than the asset itself and will provide Maybacks and Authentic Holdings with revenue growth and opportunities for years to come."

Goliath owns priceless content of award-winning shows such as "In Living Color", "The Cosby Show",  and Steven Spielberg's "Taken". In addition, the library consists of movies like "Open Range" starring Kevin Costner, "Blue Hawaii" starring Elvis Presley, as well as  hundreds of documentaries and live concerts with "A-Listers" from both Hip Hop and Rock n Roll.

To date licensing Goliath's content has helped us grow our market footprint, which in turn helped us attain an additional 8 ad agencies in the last 6 months to which now total 12 ad agencies selling ads on our networks. As a result, our ad rate card for a 30 second spot has exploded from $2.50 this time last year to $15.00 currently on prime-time spots. Licensing has served an invaluable purpose in getting us to where we are now. But acquiring the library made more sense than continuing to license for many reasons.  

In order to acquire the library, we first needed to attain an independent "valuation analysis" to qualify what the Goliath library was worth before being able to place it on our balance sheet per our "auditor". The analysis which took several months was completed in November of 2024 with the results exhibited in an 18-page report. The report valued the library at $14.8 MM and once signed off on we then filed an 8-K with the Securities and Exchange Commission. https://www.sec.gov/ix?doc=/Archives/edgar/data/0001338929/000147793224007562/ahro_8k.htm

Subsequently, and after careful review of the valuation analysis, both parties agreed to a purchase price of $11 million which is to occur in the format of a Convertible Preferred Stock in Authentic Holdings, Inc. Inherently important is the stipulation that the Preferred cannot be converted to common for three years from its issuance date and only up to 20% per annum may be converted in any given year, giving no immediate dilutive effects to shareholders. This will allow the Company to potentially grow substantially during that hiatus period while developing a more robust liquidity in its common equity.

This action on the part of Goliath very much aligns itself with the same attitude towards shareholder value and commitment that was shown by the management of Authentic Holdings, which recently converted $2 million in debt owed its principals to performance-based equity.  

Maureen Cooper, the founder of Goliath Motion Pictures Entertainment, developed this massive library over the last 15 years. She is a warhorse of work ethic, and a stalwart of the industry. Her years of experience and Rolodex are part of the reason why our TV affiliate count went from 26 to 61 designated market areas (DMAS) over the last year. It is an absolute pleasure to have her leading the Maybacks team and fully committed to making Maybacks a standout in the Connected TV arena.

As a result of the upcoming acquisition, we will be one of the few true "independent networks" that can provide other independent station owners with the valuable content they need so they can monetize their local audience(s) in the form of advertising dollars.  This would be driven by ad related "revenue share" program with Maybacks Global Entertainment that would mutually benefits each party. There are hundreds of station owners that do not own content and are looking for a content provider. Enter Maybacks Global.

We currently broadcast into most of the major markets and anticipate capturing and broadcasting into the balance of them over the next 12-24 months. Capturing all 20 major markets would have the effect of driving our rate card into the $50-$100 arena for a 30 second spot. And now Maybacks has the toolbox to leverage our growth for years to come and is on a growth trajectory when compared to where it was just 12 months ago.

2024 was a startup year for Maybacks, which had a respectable showing that will be disclosed in our upcoming 10-K. 2025, on the other hand, will be a time for significant growth for both content acquisition as well as a quantum leap in revenue for Maybacks.

When the acquisition is completed in the near future an 8-K will be filed with the necessary exhibits with the Securities and Exchange Commission as required.  This will also give our shareholders access to the details of the acquisition shedding further transparency on the terms of the acquisition.

We are extremely excited about the Goliath acquisition and the opportunities it will create. Content is king and it is our belief that we are now carving a pathway to a formidable kingdom.

Authentic Holdings, Inc., and its management team look forward to keeping all of our shareholders apprised of our progress and look forward to our next communication with you via a press release in the near future.

About Authentic Holdings: Authentic Holdings combines entertainment, technology, and textiles to create a diverse portfolio of offerings. Their subsidiary Maybacks Global's collaboration with WiseDV underscores their commitment to innovation in the streaming industry.

For more information, chrisg@authenticholdingsinc.com

About Goliath Motion Pictures Productions, Inc: Goliath Motions Pictures Productions, Inc is an independent owner of over 40,000 movie and television shows. Goliath has been an independent distributor of its content for over 15 years to many independent station owners across the country.

For more information, maureen@maybackstv.com

Safe Harbor Act

Forward-Looking Statements: This release contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of Authentic Holdings, Inc, its directors, or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; (iii) growth strategy and operating strategy. The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential" and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements including those relating to the Company's ability to execute its acquisition strategy, and to launch its growth and expansion plans, among others, are not guarantees of future performance and involve risks and uncertainties, many of which are beyond Authentic Holdings, Inc's ability to control, and actual results may differ materially from those projected in the forward-looking statements as a result of various factors. No information in this press release should be construed in any way whatsoever as an indication of Authentic Holdings, Inc.'s future revenues, financial performance, or stock price. More information about the potential factors that could affect the business and financial results is and will be included in Authentic Holdings, Inc, filings with the Securities and Exchange Commission at www.sec.gov.

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FAQ

What is the value of the content library AHRO is acquiring from Goliath Motion Pictures?

The content library was independently valued at $14.8 million, though AHRO is acquiring it for $11 million in equity-based transaction.

How has AHRO's advertising revenue grown in the past year?

AHRO's prime-time ad rates have increased from $2.50 to $15.00 per 30-second spot, with their ad agency partnerships growing from 4 to 12 in the last 6 months.

What are the terms of AHRO's convertible preferred stock for the Goliath acquisition?

The preferred stock has a 3-year conversion lock-up period, after which only 20% can be converted annually to protect against immediate dilution.

What is AHRO's market expansion plan following the Goliath acquisition?

AHRO plans to expand into all 20 major markets within 24 months, which could increase ad rates to $50-$100 per 30-second spot.

How many TV affiliate markets does AHRO currently serve?

AHRO has expanded from 26 to 61 designated market areas (DMAs) over the last year.