One Horizon Group Announces Voluntary Delisting from NASDAQ

MIAMI, Feb. 26, 2019 (GLOBE NEWSWIRE) — One Horizon Group, Inc. (NASDAQ: OHGI) (the “Company”) today announced that it has notified The Nasdaq Stock Market LLC (“NASDAQ”) of its intent to withdraw its common stock, par value $0.0001 per share, from listing on the NASDAQ Capital Market. The Company intends to file with the Securities and Exchange Commission, and with NASDAQ, a Form 25 relating to the delisting of its common stock on March 8, 2019. It is anticipated that the delisting will become effective on March 18, 2019, 10 days after filing the Form 25. The Company intends to file an application to have its common stock quoted on the OTCQB tier of the OTC Markets. The Company does not expect the transition to the OTCQB to affect the Company’s business operations.

On May 10, 2018, the Company received notice from NASDAQ indicating that the Company’s common stock did not meet the minimum closing bid price required to maintain continued listing on The NASDAQ Capital Market. Consistent with the NASDAQ Listing Rules, we received two 180-day grace periods to regain compliance. The second grace period is set to expire on May 6, 2019.

During subsequent interactions between the Company and NASDAQ, it became apparent that NASDAQ may make a finding of noncompliance with the stockholder approval requirements of NASDAQ Listing Rule 5635 and may initiate delisting proceedings against the Company.

As a result of the foregoing, the Company made the decision to voluntarily terminate its listing.

One Horizon Group Announces Signing of Exchange Agreement to Acquire Majority Interest in MAHAM

MIAMI, Feb. 21, 2019 (GLOBE NEWSWIRE) — One Horizon Group, Inc. (NASDAQ: OHGI) today announced that it has entered into an Exchange Agreement with the members of MAHAM LLC, an innovative, technology-driven yoga studio concept (see http://mahamstudio.com/), to acquire a majority interest (51%) in MAHAM.  The transaction is subject to approval by the majority of the shareholders of One Horizon.

MAHAM yoga offers 60-minute, high-intensity yoga ‘flow’ classes set to upbeat hip-hop and pop music ranging from Biggie Smalls to Justin Bieber. Classes take place in a world-class, infrared and heated facility in the heart of Miami Beach. Featuring a one-of-a-kind video wall, MAHAM implements 3D mapping and visual effects transporting its members from Bali to the Swiss Alps.  Attracting top celebrities who make MAHAM a must-stop when passing through Miami, not to mention the many celebrities who live in Miami and frequent the studio along with a trend-setting, wellness-minded crowd, MAHAM is transforming the yoga industry. MAHAM is run by Skylar Hauswirth, the concierge to high-profile celebrities and ultra-high net-worth individuals, who is one of the founders of the highly successful Model Volleyball tournament that has taken over Miami Beach for the past ten years.

“With the hottest studio on Miami Beach, our exclusive Yacht Yoga (see https://pagesix.com/2015/08/28/nina-agdal-practices-yoga-aboard-a-megayacht/) and the upcoming launch of our subscription-based streaming service featuring live and on-demand classes with some of the sexiest people in the world, we could not be more excited about our future as a One Horizon company,” commented Skylar Hauswirth, Founder and President of MAHAM.  “From inception, our concept has been to bring yoga to the next level and create an experience that is as addictive as it is fun – this is high-intensity yoga that will get you sweaty, sexy and in the best shape of your life. With our video wall and cutting-edge, multi-angle camera system and pulsing music, MAHAM members love our vibe and our streaming service will be like none other. Together with One Horizon, we welcome all to try our inviting form of yoga that is disrupting the industry.”

“MAHAM yoga innovation in combination with our 123Wish Platform technology and streaming media capabilities led by our Chief Technology Officer, Spencer Christopher, who joined us from Apple several months ago and who has been leading the MAHAM technology integration and expansion efforts, places us poised to bring MAHAM yoga from Miami Beach to the world,” said Mark White, Founder and CEO of One Horizon. “We fully expect that the digital engagement from the launch of the streaming platform will be a significant growth driver for the MAHAM business.”

Celebrities who work out at MAHAM include Victoria Secret models Madison Headrick, Toni Garrn and Zuri Tibby (see https://pagesix.com/2018/11/07/victoria-secret-models-sweat-it-out-with-hot-yoga/), Sports Illustrated models Nina Agdal and Georgia Gibbs, actor and singer Jamie Foxx, rapper Flo Rida, DJ Diplo, NFL Super Bowl Champion and New England Patriot Rob Gronkowski, and many more.

One Horizon Group Announces Sale of Majority Interest in Gaming Software Company Banana Whale Studios

Company to Focus on Expansion of Social Media Platform with Sports and Wellness Partners, Payment Systems and Media Production

LONDON and LOS ANGELES and MIAMI, Feb. 05, 2019 (GLOBE NEWSWIRE) — One Horizon Group, Inc. (NASDAQ: OHGI) today announced that it has completed the sale of its majority interest in Banana Whale Studios Pte, Ltd. (“BWS”), a B2B software provider in the gaming industry focusing on innovation and next generation games and entertainment, to Velo Partners for $2 million United States Dollars ($2,000,000 USD) (the, “Purchase Price”). See http://www.velopartners.co.uk/

One Horizon received $1.5 million United States Dollars ($1,500,000 USD) at closing, which took place yesterday, February 4, 2019 (the, “Closing”), and the $500,000 USD balance of the Purchase Price will be paid to One Horizon in twelve months pursuant to a secured note executed at Closing.

“We wish all the best to the BWS management team and we are grateful to have had the opportunity to work closely with them,” said Mark White, One Horizon’s Founder and CEO. “Given our focus on expansion opportunities centered around our 123Wish Platform, related payment systems and content creation, we believe that this sale, which returned in excess of 100% on invested capital in less than nine months, is in the best interest of One Horizon’s shareholders.”

One Horizon Group Receives 180-Day Extension to Regain Compliance with NASDAQ Minimum Bid Price Requirement

No Reverse Split Required at this Time

LONDON, Nov. 07, 2018 (GLOBE NEWSWIRE) —  One Horizon Group, Inc. (Nasdaq: OHGI) today announced that it has received a letter from Nasdaq Listing Qualifications stating that OHGI has been granted an additional 180-day grace period (“Second Compliance Period”), or until May 6, 2019, to regain compliance with the minimum $1 bid price per share requirement in accordance with Nasdaq’s Listing Rules (“Listing Rules”).

If at any time during this Second Compliance Period, the closing bid price of OHGI’s common stock is at least $1 per share for a minimum of 10 consecutive business days and Nasdaq has determined that OHGI is otherwise in compliance with the Listing Rules, Nasdaq has confirmed that it will provide written confirmation of compliance and this matter will be closed.

One Horizon Group Enters into Definitive Agreement to Acquire Browning Productions & Entertainment

LONDON, LOS ANGELES and MIAMI, Oct. 23, 2018 (GLOBE NEWSWIRE) — One Horizon Group, Inc. (NASDAQ: OHGI) today announced that it has entered into an Exchange Agreement to acquire a majority interest in Browning Productions & Entertainment, Inc. (“Browning”), which has produced and has ownership rights to dozens of national and international television programs currently airing on a number of the most recognized television networks including A&E, FYI and History Channel. Seehttps://www.browningproductions.com

Browning’s team of award-winning professionals are experts at harnessing the power of communication in today’s rich and limitless fields of video, television, film, music and social media. Importantly, Browning distributes content on a proprietary Internet / Over-The-Top (“OTT”) content platform that operates in conjunction with Verizon Digital Media Services (“VDMS”). Browning is not only a world-class production company but offers end-to-end marketing services and is dominant in the industry for branded entertainment.

Current Browning productions include “Wine Warriors,” https://www.winewarriors.com, which has been renewed by FYI after great success and is in pre-production for the next harvest season; the spin-off “Whisky Warriors,” for which Browning secured the Big Sky Film Grant from the State of Montana’s Film Office and is in production with several episodes already complete; “Training Grounds,” http://www.traininggrounds.tv; “The Cryptos,” which is currently in production, unveiling the inner workings of the cryptocurrency industry, soon to be distributed on one of the world’s most widely recognized global business news networks; and “America’s Crowdfunding,” an equity crowd-funding television series (the concept is “Shark Tank” meets “America’s Got Talent,” where the viewers vote with their wallets for equity stakes in the featured companies). Browning’s latest productions also include “Better by the Beach,” with production beginning next month, highlighting South Florida real estate being developed on the water; “Wake Setters,” featuring key players making ‘waves’ in the boat industry; and more Browning productions which will be announced shortly.

By the transaction terms, OHGI will make available project-based working capital and will be initially issuing 150,000 shares. The balance of the payment for majority interest will include the issuance of an additional 150,000 shares and will otherwise be stock-based on an earn-out tied to two-and-a half (2.5x) times earnings, which will drive substantial value to OHGI shareholders. OHGI has entered into a multi-year Employment Agreement with William Browning, CEO of Browning.

“The acquisition of Browning brings OHGI a management team with substantial film, television and digital entertainment experience; we can now confidently state that OHGI is a leader in each of the fastest growing areas of media, content and distribution,” said Mark White, One Horizon Group’s Founder and CEO. “This transaction is an exciting enhancement to our profitability and takes our Company several important large steps forward; we understand fully that our share price is an important measurement of our business performance and we are thankful to our shareholders for their patience as we worked toward this moment.”

“For the Browning Family, which has built a long-lasting imprint on the film and television businesses as the creator, producer or director of such legendary properties as “Creature from the Black Lagoon,” “Flipper,” “20,000 Leagues Under the Sea” and “007, Thunderball,” this is a monumental day in history,” said William Browning, CEO of Browning. “After months of work towards completion of this transaction and the growth we have witnessed at OHGI, we are certain that this merger represents an extraordinary opportunity for all parties.  The joining of forces of Browning and the OHGI family of companies is highly strategic for our growth as we build on our legacy and position ourselves in the entertainment and digital media industries for the next century.”

One Horizon Group and Shareholder Zhanming Wu Execute Settlement Agreement Resolving All Litigation

LONDON, Oct. 17, 2018 (GLOBE NEWSWIRE) — One Horizon Group (NASDAQ: OHGI) is pleased to report that OHGI, its Directors and shareholder Zhanming Wu have entered into a Settlement Agreement in connection with the actions commenced by Mr. Wu.

The Agreement provides for the immediate cessation of all litigation activities. Pursuant to the terms of the Agreement, OHGI will issue approximately 354,000 shares to Mr. Wu to reimburse a portion of the litigation expenses he incurred in connection with the actions; agree to the nomination of up to two individuals to OHGI’s Board of Directors, increasing the number of Directors to seven; redeem up to approximately 850,000 shares of OHGI’s common stock from affiliates of Mr. Wu should they request that OHGI do so; and facilitate the registration of certain common stock that Mr. Wu claims to hold.

“We are pleased that we have resolved our differences with Mr. Wu,” said Mark White, Founder and CEO of OHGI. “Now that the distraction of litigation is behind us, we look forward to closing several accretive transactions in the near future.”

One Horizon Group Enters into Agreement to Offer On-Demand Video and Music Streaming Service

LONDON, Oct. 10, 2018 (GLOBE NEWSWIRE) — One Horizon Group (NASDAQ: OHGI) (“OHGI” or the “Company”) has entered into an agreement by which it will offer access to thousands of top movies and tens of thousands of popular songs through its majority-owned 123Wish experience marketplace. OHGI will also have the capability of augmenting its 123Platform offering to licensees and co-brand partners by the availability of on-demand streaming content featuring the latest movie and music releases.

“In addition to the once-in-a-lifetime experiences we can offer as part of planned rewards programs and co-branded credit card and digital payment deals with sports organizations, hotels and airlines, we can deliver greater value by making desirable, quality content available to 123Platform mobile app users,” said Mark White, CEO and Founder of OHGI.  “Our partners are excited about this important enhancement, which will further engage users and increase their use-time of our offerings, and create additional revenue channels.”

“Through Browning Productions & Entertainment, Brewer Media and Entertainment, and OHGI’s wholly-owned subsidiary Love Media House, we will also be producing and distributing original content from athletes, entertainers and influencers,” added White.

One Horizon Group Acquires Intellectual Property Rights

LONDON, Oct. 09, 2018 (GLOBE NEWSWIRE) — One Horizon Group (NASDAQ: OHGI) (“OHGI” or the “Company”) is pleased to report that it has entered into an agreement that grants the Company an eighty percent ownership interest in the software and source code and all other intellectual property underpinning the 123Wish experience marketplace platform (the “123Platform”).

“This will allow us to move towards completion of a number of business deals we have been working on for some time with well-known brands in the sports, travel, hospitality and family entertainment areas,” said Mark White, CEO and Founder of OHGI. “There is significant value in the 123Platform from our perspective and that is apparent from the interest level we have received from our intended licensees and brand partners and the revenue potential.”

In accordance with the terms of the transaction, the Company will grant a perpetual license in furtherance of the continuation of the 123Wish experience marketplace, which is majority-owned by OHGI, and has been growing in popularity; this past month 123Wish saw nearly 500%+ growth in important metrics including Sessions, Users, and Pageviews. 123Wish Management plans to augment its existing business by entering into revenue-share or other licensing agreements to make the 123Platform available to social media influencers and all forms of entertainment artists (music, television, movies, etc.). OHGI will focus on other opportunities to license the 123Platform as licensor or in conjunction with co-branded credit card and digital payment systems programs.

One Horizon Group to Resolve Litigation with Zhanming Wu

LONDON, Sept. 28, 2018 (GLOBE NEWSWIRE) — One Horizon Group (NASDAQ: OHGI) is pleased to report that the Company and Zhanming Wu have reached a tentative agreement, which will resolve all of the issues raised in the two actions that Mr. Wu commenced earlier this year in Delaware against the Company and its Directors.

The parties to the litigation have come to terms after several weeks of negotiations and the exchange of proposed settlement documentation. The Company, its Board of Directors and Mr. Wu have directed their respective counsel to finalize the necessary documents, which they look forward to executing early next week.

“Sometimes in business as in life there are misunderstandings that must be addressed and resolved,” said Mark White, Founder and CEO of One Horizon Group.  “Always, communication is key and we are pleased that we are putting our differences with our shareholder, Mr. Wu, behind us and we appreciate Mr. Wu and his counsel working with us to diligently resolve these matters. With the litigation behind us, we will be able to turn our complete attention to further growing our business and delivering value to our shareholders, including Mr. Wu.”