Cannabis Strategic Ventures, Inc. (OTC: NUGS) Signs Letter of Intent to Acquire Adport, a Mobile Out-of-Home Advertising Technology Business
If completed, the all-stock Adport deal would transform NUGS from an inactive shell into a mobile out-of-home ad-tech operator.
Rhea-AI Summary
Cannabis Strategic Ventures (OTC: NUGS) signed a non-binding letter of intent to acquire substantially all intellectual property and operating assets of Adport, a mobile out-of-home advertising technology business.
Adport develops battery-powered outdoor advertising screens with integrated sensors that locally measure audience counts, dwell time and engagement, sending only statistical data to its platform. The current 18.5-inch, 2,000-nit device targets heat management via a patented housing and control system, with a next-generation camera- and depth-enabled unit in development. Adport’s model places devices with delivery riders and fleet operators, who own the screens and receive a share of advertising revenue, while advertisers buy via a self-serve, programmatic-integrated platform. The proposed all-stock deal would leave NUGS with Adport’s business under a new name, symbol, and Adport-designated board, subject to due diligence, audits, IP and privacy-law reviews, approvals and other closing conditions, with no assurance of completion.
Positive
- All-stock consideration for Adport assets, with NUGS assuming only specifically scheduled liabilities
- Adport business provides NUGS with an operating mobile out-of-home ad-tech platform if the deal closes
- Existing deployment of nine Adport screens in a New York delivery-fleet pilot
- Exclusive sales agreement signed in August 2026 for a one-year event-focused ad sales mandate
- Legacy liabilities of NUGS barred by court order, with prior obligations derecognized in December 2025
Negative
- Letter of intent is non-binding, with no assurance the Adport transaction will be completed
- Numerous closing conditions including due diligence, PCAOB-compliant audit, IP assignments and privacy-law review
- NUGS currently has no revenue, no assets and no active operating business prior to the proposed deal
- Financing needs to be pursued after closing under separate agreements and is not yet secured
- Privacy and biometric-law compliance requires a written legal opinion across deployment jurisdictions before closing
AI-generated analysis. How Rhea-AI works. Not financial advice.
LOS ANGELES, Sept. 10, 2026 (GLOBE NEWSWIRE) -- Cannabis Strategic Ventures, Inc. (OTC: NUGS) (the “Company”) today announced that it has entered into a non-binding letter of intent to acquire substantially all of the intellectual property and operating assets of Adport Inc., a company developing measurement hardware and software for the out-of-home advertising market.
The Business
Out-of-home advertising, including billboards, transit signage and street furniture, is one of the few channels where buyers have historically had limited direct evidence of who actually saw an ad. Audience figures are commonly derived from traffic counts and modeled estimates rather than from observation at the point of display. A traffic count describes how many vehicles or pedestrians passed a location. It does not describe how many looked.
Adport’s approach is to put the measurement inside the display. The company develops a portable, battery-powered advertising screen with an integrated sensor unit that analyzes the scene locally and sends statistical outputs, including counts, dwell time and engagement measures, to Adport’s platform without transmitting images or video.
On-device processing does not by itself establish compliance with biometric or data-privacy laws. The revised letter of intent requires a written legal opinion covering the system’s architecture, identification methodology, retention policies, and notice and consent practices in the jurisdictions of deployment.
The Hardware
The current device is an 18.5-inch LCD panel rated at 2,000 nits behind an anti-glare cover, built for outdoor use in variable light and weather, and running roughly six hours per deployment on battery.
Brightness of that order creates an engineering problem. A display legible in direct sunlight generates heat that degrades it, and Adport’s housing is sealed rather than vented, which keeps weather out but also keeps heat in. The unit manages that heat through an aluminum heatsink with retrofittable side fans, with the processor automatically dimming the panel and activating cooling as temperature rises. This is the problem the pending patent application is directed at.
Sensors for ambient light, orientation and location let the unit adjust brightness, rotate content, and select what to display based on where it is. A next-generation device adding cameras for low-light operation and depth measurement is in development.
Distribution Model & Current Deployment
The distribution model is what makes the format mobile. Rather than owning and siting the hardware, Adport places screens with delivery riders and fleet operators. The drivers own the devices and earn a share of the advertising revenue generated as they work their routes. The model turns existing commercial traffic into advertising inventory without acquiring a single site or permit. Drivers manage their devices and track earnings through an app. Advertisers buy through Adport’s self-serve platform, which the company has built to integrate with programmatic supply and demand-side platforms.
Adport is conducting a pilot in New York with a delivery fleet operator. Nine screens are currently in service with nine delivery riders. In August 2026, Adport entered into a one-year agreement appointing an outside firm as an exclusive sales representative to solicit advertising on its behalf in connection with a specified event, on a commission basis.
Management Commentary
"I am a staunch advocate for shareholders, and this Company was brought back to a clean, current corporate footing for their benefit. My thesis is straightforward: I take quality companies with disruptive technology public through shells that had a storied past and were then abandoned, restore them, and finance them responsibly, with the goal of becoming SEC reporting and uplisting to a major exchange. For too long, development-stage companies were listed on an exchange prematurely and then diluted through toxic financing, with retail investors bearing the cost. I am endeavoring to do the inverse, starting on the OTC and methodically achieving the milestones that build value. I want to make the OTC great again," said Richard C. Hawkins, Chief Executive Officer of the Company.
“We are excited about the prospect of combining with NUGS. This structure would let us grow Adport collectively as a public company, with the access to capital and the currency that public status provides. Our objective from there is to build the business to a scale that supports an application to uplist to a major exchange, and we have set aggressive internal growth targets that our team intends to meet,” said Solomon Hayun, Chief Executive Officer of Adport.
The Proposed Structure
Under the contemplated structure, the Company would acquire the Adport assets solely in exchange for newly issued voting common stock and would assume only specifically scheduled liabilities. Adport would then liquidate and distribute the consideration shares to its shareholders. Before closing, Adport’s individual founders would assign the patent family to Adport.
An alternative share exchange, under which Adport would become a wholly owned subsidiary, may be used instead if supported by due diligence and tax counsel.
Completion remains subject to definitive agreements, due diligence, a PCAOB-compliant audit, intellectual property assignments and review, privacy-law review, required approvals and other closing conditions. There is no assurance that the transaction will be completed.
Financing would be pursued after closing under separate agreements and is not a condition to the acquisition. The letter of intent is non-binding and completion is subject to a number of conditions described below. If a transaction is completed on the terms contemplated, the Company, which has had no operating business for several years, would conduct the Adport business under a new name, a new trading symbol, and a board and management team designated by Adport.
The Company
Cannabis Strategic Ventures, Inc. abandoned its former cannabis operations several years ago and has since had no revenue, no assets and no active business.
On July 24, 2025, the District Court, Clark County, Nevada, appointed a custodian of the Company. During the custodianship, the custodian reinstated the Company with the Nevada Secretary of State, appointed interim directors and officers, administered the Company’s assets and liabilities, and convened a meeting of shareholders. On December 18, 2025, the Court entered an order barring creditors and claimants that had not timely submitted proofs of claim, and the Company derecognized all legacy liabilities. On April 28, 2026, the Court entered an amended order discharging the custodian, ratifying the custodian’s actions and returning full control of the Company to its board of directors.
About Adport Inc.
Adport Inc. develops measurement hardware and software for the out-of-home advertising market. More information is available at www.getadport.com.
About Cannabis Strategic Ventures, Inc.
Cannabis Strategic Ventures, Inc. is a Nevada corporation whose common stock is quoted on OTC Markets under the symbol “NUGS.” The Company has no current operating business. If the transaction described in the letter of intent is completed, the Company would conduct the Adport business and would change its corporate name and trading symbol accordingly.
Investor Contact
ir@cannabisstrategic.com
310-359-6860
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding the proposed acquisition and alternative structure, consideration and ownership allocation, transfer of voting and board control, a reverse stock split and changes to the Company’s name and trading symbol, sponsor and cost notes, financing plans, reporting status, potential exchange listing, intellectual property assignments, development of a next-generation device, and Adport’s technology and business model. Forward-looking statements can be identified by words such as “would,” “intends,” “contemplates,” “anticipates,” “plans,” “expects” and similar expressions.
These statements are based on current expectations and are subject to significant risks and uncertainties, including: that the proposed acquisition is non-binding and the LOI may be terminated under its terms, with certain obligations surviving; that definitive agreements may not be executed or closing conditions, due diligence and the required audit may not be satisfied; that required intellectual property assignments may not be completed, that the patent application remains pending and the international search report has cited prior art against the independent claims, and any claims that are granted may be narrower than published; that Adport’s pilot may not convert to paying deployments, its sales representative arrangement may not produce sales, and future devices may not be completed or perform as intended; that biometric and privacy compliance may require changes to the technology or operations; that additional funding may not be available on acceptable terms or at all; that securities remain subject to applicable former-shell-company resale restrictions under Rule 144(i); that exchange listing standards may not be met; and that legacy indebtedness, settlement of the Sponsor Note, any Cost Note warrant and future financing may substantially dilute common stockholders. The proposed super-voting preferred share would concentrate voting control in the Adport management designee even if that designee’s common equity ownership is diluted.
The safe harbor for forward-looking statements provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 is not available to the Company. The Company undertakes no obligation to update any forward-looking statement except as required by law.
This press release is for informational purposes only. It does not constitute an offer to sell or the solicitation of an offer to buy any security, and there shall be no sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offering of securities will be made only in accordance with applicable law and, where applicable, pursuant to an effective registration statement or qualified offering statement and the delivery of a prospectus or offering circular.
FAQ
What does Adport’s hardware and sensor system do in the out-of-home advertising market?
Adport builds a portable, battery-powered 18.5-inch outdoor LCD screen rated at 2,000 nits with an integrated sensor unit. The device analyzes the surrounding scene locally and sends statistical outputs such as audience counts, dwell time and engagement measures to Adport’s platform without transmitting images or video. Sensors for ambient light, orientation and location allow the unit to adjust brightness, rotate content and select displays based on where it is. A next-generation device adding cameras for low-light operation and depth measurement is under development.
How does Adport’s distribution and revenue model work for drivers and advertisers?
Adport distributes screens by placing them with delivery riders and fleet operators. Drivers own the devices and earn a share of the advertising revenue generated as they work their routes, effectively turning existing commercial traffic into advertising inventory without acquiring sites or permits. Drivers manage devices and track earnings through an app, while advertisers buy placements through Adport’s self-serve platform, which is built to integrate with programmatic supply- and demand-side platforms.
What are the key structural options and post-closing plans for NUGS if the Adport deal is completed?
Under the contemplated structure, NUGS would acquire Adport’s assets in exchange for newly issued voting common stock and assume only specifically scheduled liabilities, after Adport’s founders assign the patent family to Adport. Adport would then liquidate and distribute the consideration shares to its shareholders. As an alternative, a share exchange making Adport a wholly owned subsidiary may be used if supported by due diligence and tax counsel. If a transaction closes on these terms, NUGS would conduct the Adport business under a new name, a new trading symbol and a board and management team designated by Adport.
What recent corporate steps has Cannabis Strategic Ventures taken before pursuing this transaction?
Cannabis Strategic Ventures abandoned its prior cannabis operations several years ago and has since had no revenue, no assets and no active business. On July 24, 2025, a Nevada court appointed a custodian, who reinstated the company with the Nevada Secretary of State, appointed interim directors and officers, administered assets and liabilities, and convened a shareholder meeting. On December 18, 2025, the court barred untimely creditors and the company derecognized all legacy liabilities. On April 28, 2026, the court discharged the custodian, ratified the custodian’s actions and returned full control to the company’s board.