One Horizon Group Announces Receipt of NASDAQ Notice

LONDON, May 15, 2018 (GLOBE NEWSWIRE) — One Horizon Group, Inc. (NASDAQ:OHGI) announced today that it has received written notification (the “Notification Letter”) from The NASDAQ Stock Market LLC (“Nasdaq”) notifying the Company that the minimum bid price per share for its common shares was below $1.00 for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). The Notification Letter does not impact the Company’s listing on The Nasdaq Capital Market at this time.

The Company has a compliance period of 180 calendar days, or until November 6, 2018, to regain compliance with Nasdaq’s minimum bid price requirement. To regain compliance, the Company’s common shares must have a closing bid price of at least $1.00 for a minimum of 10 consecutive business days. The Company will work to regain compliance during the 180-day compliance period. In the event the Company does not regain compliance during the 180-day period, the Company may be eligible for additional time to regain compliance.

One Horizon Group Announces Agreement to Acquire Gaming Software Company Banana Whale Studios

LONDON and SINGAPORE, May 09, 2018 (GLOBE NEWSWIRE) — One Horizon Group, Inc. (NASDAQ:OHGI) today announced that it has entered into a term sheet that includes the main provisions of the definitive agreements to acquire a majority interest in Banana Whale Studios Pte, Ltd., a B2B software provider in the $100+ billion-dollar gaming industry focusing on innovation and next generation games and entertainment. See: https://newzoo.com/insights/articles/the-global-games-market-will-reach-108-9-billion-in-2017-with-mobile-taking-42/

Banana Whale Studios is focused on development of cutting edge online and interactive gaming products; games that are not only competitive but are designed to be superior to anything else on the market today, offering better value and entertainment to players while increasing profitability for operators.

By the proposed transaction terms, OHGI will transfer the intellectual property and secure messaging business to Banana Whale Studios and make $350,000 in additional working capital available to Banana Whale Studios for integration and related purposes; the balance of the payment for majority interest will be in stock based on an earn-out tied to earnings that will drive substantial value to OHGI shareholders.

Banana Whale Studios’ portfolio of game titles such as slots and lottery games are presently being deployed in Asia, with player numbers in the hundreds of thousands representing more than $100 million in annual market potential. Banana Whale Studios earns a share of the revenue generated from its games that are published on operators’ websites.

The management team of Banana Whale Studios have been key personnel in some of the world’s largest online gaming operators, managing the design, development and rapid scaling of software, games and platforms transacting over $5 billion in annual revenues, providing gaming and entertainment to millions of international users across desktop and mobile devices.

“The contemplated acquisition of Banana Whale Studios will not only allow OHGI access to the expansive and lucrative market of online gaming and entertainment in Asia and beyond; it will add a new dimension to our ability to produce new and innovative entertainment solutions, which we will aggressively market, and it is complementary to our 123Wish and LOVE MEDIA HOUSE businesses and will also serve our rapidly growing customer base,” said Mark White, One Horizon Group’s Founder and CEO. “While the term sheet is subject to customary conditions including completion of due diligence, we fully expect to close the transaction next month.  We plan to achieve greater efficiencies and cost-savings across our portfolio of companies and we anticipate that this acquisition will be accretive in 2018, with the potential to deliver significantly greater revenue than previously forecast as it should markedly augment our near-term path to profitability.”

“Our team has a proven track-record of building revenue-generating games and platforms for the world’s largest operators and benefits from established relationships internationally within both the gaming and financial sectors in Asia and other international markets,” said Sargon Petros, CEO of Banana Whale Studios. “We are excited to join the OHGI family of companies and look forward to being part of this innovative and fast-growing, social-media driven entertainment business.”

One Horizon Subsidiary 123Wish Featured in Forbes Magazine

LONDON and LOS ANGELES, April 26, 2018 (GLOBE NEWSWIRE) — One Horizon Group, Inc. (NASDAQ:OHGI) announced today that its majority-owned subsidiary 123Wish and its CEO and co-Founder, Natalia Diaz Weissman, have been featured in Forbes, giving attention to 123Wish’s Instagram marketing plan featuring leading celebrities, influencers, athletes, entrepreneurs, tastemakers and brands.

In the article, “4 Entrepreneurs Share Which Social Media Outlet Garners The Most Business,” [https://www.forbes.com/sites/jiawertz/2018/04/24/4-entrepreneurs-share-which-social-media-outlet-garners-the-most-business/#3cc58b2b4a21], it is noted that Instagram has more than 300 million daily active Stories users, which has tripled in the last year, and that ‘Insta Stories’ resonate with today’s consumers who are drawn to this new form of advertising, which is more organic and appealing.

The Forbes author, Jia Wertz, focuses on 123Wish as exemplary of the opportunity to reach future customers on Instagram and in particular using Insta Stories, writing: “123Wish, an app that curates experiences from celebrities, influencers and entrepreneurs, has done exactly that.”

123Wish CEO and co-Founder Natalia Diaz Weissman is quoted as follows in the Forbes article talking about one of the several celebrity experiences that have already been launched:

“We received 400,000 total visits, raised $20,000 for charity and registered 5,000 new users by partnering with an influencer to promote his 123wish campaign via Insta Story. The influencer created a short video promoting their experience by prompting their fans to swipe up for a chance to win a date with them and help support Parkinson’s disease [research]. The influencer directed their swipe up link to our platform and tagged our Instagram account.”

Regarding the rapid growth of the 123Wish business, One Horizon Group CEO and Founder Mark White said, “We have successfully launched 123Wish experiences and gathered substantial data and we remain confident in our business model.  The metrics are outstanding and consumer response has been incredible and we are now generating thousands of new app downloads every week.  We intend to provide a more complete update regarding this business in the near future.”

The 123Wish app is available on iOS (Apple App Store) and Android (Google Play) for a monthly subscription fee of $1.99. For more information, please visit: www.123wish.com

About 123Wish, Inc.

123Wish is an experience-based platform that provides everyone a chance to play and win incredible and unique experiences from the world’s most renowned celebrities, influencers, athletes, designers, artists and trending brands while supporting a diverse range of charities. It’s a marketplace where you have access to once-in-a-lifetime associations. There are many different types of experiences from cooking lessons, chef’s table, VIP concert tickets, meetings with top executives, and more. If you can imagine it, you can experience it.

123Wish includes in its investors TGZ Capital, a venture fund founded by Gen Z entrepreneur Patrick Finnegan and social media super influencers, Jake Paul and Cameron Dallas.

123Wish Media Contacts

Thao Le, Made Society – thao@madesociety.co | 714.369.7460
Theresa Navarro, Made Society – theresa@madesociety.co | 805.990.9209

123Wish Launches First Subscription-Based App Featuring Exclusive Experiences Supporting Charities with YouTube Star Jake Paul, Nickelodeon’s Jace Norman and other Top Talent

LOS ANGELES, April 18, 2018 (GLOBE NEWSWIRE) — One Horizon Group, Inc. (NASDAQ:OHGI) announced today that its majority-owned subsidiary 123Wish has launched the first subscription-based, on-demand social experience app that provides a chance to win exclusive opportunities with some of the world’s leading celebrities, influencers, athletes, entrepreneurs, tastemakers and brands. Through the 123Wish marketplace, users can access premium videos and limited edition merchandise and enter to win once-in-a-lifetime experiences supporting social causes.

“We’re excited to create a platform that gives people from all over the world a chance to win incredible opportunities and at the same time, do good and empower our youth through contribution,” said 123Wish Co-Founder and CEO, Natalia Diaz Weissman. “Our goal is to generate awareness for our charity partners by collaborating with renowned influencers to harness their power to make a difference and inspire our next generations to contribute – we’re thrilled to launch the first app that offers this.”

Uniquely focused on Gen Z and millennial audiences, 123Wish offers members an opportunity to engage in their dream experiences. Current offerings include starring in social media super influencer Jake Paul’s next YouTube video, swimming with otters with model Nick Bateman and go karting with Jace Norman, who plays the starring role as Henry Hart/Kid Danger in the Nickelodeon television series Henry Danger.

“I’m excited to be teaming up with 123Wish to help drive awareness to important causes and engage with my fans in new ways,” said YouTube super influencer Jake Paul. “With everything going on in our world, it’s crucial that we encourage our younger generations to always help whenever and wherever they can.”

“Growing up in a military town, I know first-hand how hard it is for these kids to not know where their parents are and when they are coming back home,” said actor and Nickelodeon star, Jace Norman. “I’m teaming up with 123Wish to do what I can to support www.SEALkids.org and hopefully inspire youth from all over that giving back is cool.”

123Wish subscribers will receive one free entry to enter any experiences of their choosing and gain access to influencer content and limited edition merchandise, such as capsule collections and collaborations with influencers, and receive discounts on exclusive merchandise and events. The 123Wish marketplace spans many industries reaching Gen Z and millennials including entertainment, music, fashion, sports, technology, retail, beauty, wellness, and more.

“123Wish is a new type of experiential mobile marketplace, the first of its kind, and we hope our app reaches new audiences to engage and have fun while giving back,” said 123Wish Co-Founder Andrew Resnick. “People live their lives through their mobile devices so what better way forward then to create a platform that connects with fans in a different way and makes a positive impact with charities.”

The 123Wish app aims to promote and support philanthropic causes with a charitable organization selected for each experience. 123Wish has partnered with Deedly, a digital coin-based, non-profit platform that educates children who engage in charitable donations within their school classroom settings. For more information, please visit: www.deedly.com.

“Working with talent and influencers, it’s important to integrate in meaningful ways through our current social media platforms and leverage this kind of influence and reach in a positive way,” said Talent Manager, Founder and CEO of Infinity Creative, Adee Drexler. “123Wish is not only creating awareness and raising money for charity, but it’s also giving fans access to connect with their idols.”

The 123Wish app is available on iOS (Apple App Store) and Android (Google Play) for a monthly subscription fee of $1.99 but everyone can enjoy a free experience entry.  For more information and a list of current charity partners, please visit: 123Wish.com.

About 123Wish

123Wish is an experience-based platform that provides everyone a chance to play and win incredible and unique experiences from the world’s most renowned celebrities, influencers, athletes, designers, artists and trending brands while supporting a diverse range of charities. It’s a marketplace where you have access to once-in-a-lifetime associations. There are many different types of experiences from cooking lessons, chef’s table, VIP concert tickets, meetings with top executives, and more. If you can imagine it, you can experience it.

123Wish includes in its investors TGZ Capital, a venture fund founded by Gen Z entrepreneur Patrick Finnegan and social media super influencers, Jake Paul and Cameron Dallas.

123Wish Media Contacts

Thao Le, Made Society – thao@madesociety.co | 714.369.7460
Theresa Navarro, Made Society – theresa@madesociety.co | 805.990.9209

One Horizon Group Completes Acquisition of Music Production Company C-Rod, Inc.

LONDON, Feb. 28, 2018 (GLOBE NEWSWIRE) — One Horizon Group, Inc. (NASDAQ:OHGI) today announced that it has entered into an Exchange Agreement to acquire a one hundred percent interest in C-Rod, Inc., along with its record label, Velveteen Entertainment and media content division, Mues Media (collectively, the “C-Rod Companies”).

The C-Rod Companies will continue business operations as ‘Love Media House,’ a wholly owned subsidiary of One Horizon, post-closing.

C-Rod, Inc., a premier music production company founded in 2002 by Grammy-nominated, multi-platinum producer and composer Christopher Rodriguez, regularly works with superstar artists, which have included many celebrity acts such as Rihanna, Jennifer Lopez, Lady Gaga, Enrique Iglesias and Pet Shop Boys.

C-Rod’s music productions and remixes are consistently at the top of the Billboard charts. C-Rod has been involved in several #1 Billboard hits with more than 100 songs breaking the Top 40.

By way of example, C-Rod recently remixed ‘Consideration,” by Rihanna featuring SZA, which currently sits atop the Billboard Dance Club Chart: https://www.billboard.com/charts/dance-club-play-songs/2018-02-24.

Velveteen Entertainment has signed multiple up-and-coming music artists to its roster under ‘360 deals’ and Muse Media has produced acclaimed top-ten charting Billboard music videos and works with artists and corporations in the areas of strategic branding, content development, social media marketing and digital distribution.

“We are very pleased that we have entered into the Exchange Agreement with C-Rod and its businesses, which are complementary to our recent acquisition of a majority interest in 123Wish and our strategy to acquire and expand innovative technology-driven digital and social media companies within our platform,” said Mark White, One Horizon Group’s Founder and CEO. “We are grateful to work with Chris Rodriguez, Patricia Nieto and their team; C-Rod is a profitable business and we expect to recognize revenue commencing with the closing of this acquisition.”

“Our business is growing quickly and we are confident that access to One Horizon’s technology will accelerate our expanded social media offerings, advance our digital streaming footprint and allow us to further work with artists to develop multiple revenue streams associated with their brands and media companies incorporating cutting edge augmented reality and artificial intelligence,” said Christopher Rodriguez, Founder and Co-Chief Executive Officer of the C-Rod Companies.

One Horizon Group CEO Mark White Provides Update on Acquisition Strategy and Related Financial Considerations

LONDON, Feb. 26, 2018 (GLOBE NEWSWIRE) — One Horizon Group, Inc. (NASDAQ:OHGI) issued the following letter to shareholders today from Chief Executive Officer, Mark White.

Dear Fellow Shareholders –

It has been three months since I last wrote to you regarding our plan to position One Horizon as a forward-thinking, technology acquisition company and I’d like to take this opportunity to thank each of you for your confidence in our business strategy and provide further information regarding our recent acquisition of 123Wish and our announced term sheet with C-Rod, which transaction we intend to close in the next two weeks.

 As I stated in my last correspondence, I am keenly aware that beyond the innovation of the businesses we are acquiring, our financial reports and future updates will quantify our success. We will be measured by our sales and profitability and I firmly believe when that when the market analyzes our quarterly reports for 2018, our stock price will sustainably reflect the financial progress we have and will continue to make. We aim to issue financial guidance in the near future.

So, you may be wondering, how is One Horizon going to pay for these acquisitions?

Our investors have struck previously disclosed warrants and One Horizon’s cash on-hand exceeds $1,000,000. Under my leadership, One Horizon has not and will not enter into any financing unless based on market-reasonable pricing, has no plans or requirements for debt financing, and no outstanding warrants are at a discount of greater than 20% to the current market-price of One Horizon’s Common Stock. In fact, the majority of the outstanding warrants are near or above such price.

One Horizon will not enter into any new financing transactions this quarter as there is no need for such funds or dilution. One Horizon will only undertake an equity financing in one of the later quarters this year if it is supportable based on reported financials and a quantifiable strategy for continued growth.

The total cash requirement for the 123Wish acquisition, and payments are being made only as needed based on a detailed financial model, is $200,000, along with an agreement to extend a loan against revenues in an amount of $100,000, and there is no additional cash requirement from One Horizon for working capital.

The total expected cash requirement for C-Rod is $150,000 payable at closing of the acquisition and there is no additional cash requirement from One Horizon for working capital post-closing. This number is premised upon C-Rod’s representation of a 2017 net profit of nearly $400,000 and its projections.

And what about stock dilution based upon these transactions?

Upon closing of the 123Wish acquisition, One Horizon transferred 1,333,334 shares of Common Stock to the members of the former 123Wish entity. All of these shares are currently restricted, and 1,133,333 of these shares are subject to affiliate trading rules.

Within 30 days following closing of the C-Rod acquisition, One Horizon will transfer 1,000,000 shares of Common Stock to the shareholders of C-Rod and its related entities. All of these shares will be restricted, and 800,000 of these shares will be subject to affiliate trading rules.

Any future One Horizon Common Stock to be transferred to either 123Wish members or C-Rod shareholders will be exclusively on an earn-out basis, contingent upon achievement of net-profits in accordance with Generally Accepted Accounting Principles (“GAAP”). As required by the Securities Laws, the financials of each of these companies will be audited by a Public Company Accounting Oversight Board accounting firm.

The earn-outs are as follows:

123Wish:

  1. Following the first six months post-closing of the acquisition, One Horizon will transfer Common Stock valued at two and a half times (2.5x) the net profit generated by 123Wish in those first six months; and
  2. Following the end of the second six-month period post-closing, One Horizon will transfer Common Stock valued at four and a half times (4.5x) the net profit generated by 123Wish in the second six-month period.

C-Rod:

  1. Following the first 12 months post-closing of the acquisition, One Horizon will transfer Common Stock valued at four times (4x) the net profit generated by C-Rod in those first 12 months;
  2. Following the end of the second 12-month period post-closing, One Horizon will transfer Common Stock valued at four times (4x) the net profit generated by C-Rod in the second 12-month period; and
  3. In the event C-Rod attains GAAP net profit in the first 18 months post-closing, totaling in excess of $3,000,000, as forecast by C-Rod, then the value paid out under paragraph “2” above will increase from four times (4x) to five times (5x) the net profit generated by C-Rod in the second 12-month period.

The vast majority of the earn-out shares for 123Wish and C-Rod will be subject to affiliate trading rules.

Please look forward to future updates regarding the 123Wish and C-Rod acquisitions and business achievements. Our team is confident that both of these deals will drive significant value to all of you, our shareholders.

Thank you for your continued support and I look forward to our future communication as permissible.

 

One Horizon Group CEO Mark White Provides Update on Acquisition Strategy and Related Financial Considerations

LONDON, Feb. 26, 2018 (GLOBE NEWSWIRE) — One Horizon Group, Inc. (NASDAQ:OHGI) issued the following letter to shareholders today from Chief Executive Officer, Mark White.

Dear Fellow Shareholders –

It has been three months since I last wrote to you regarding our plan to position One Horizon as a forward-thinking, technology acquisition company and I’d like to take this opportunity to thank each of you for your confidence in our business strategy and provide further information regarding our recent acquisition of 123Wish and our announced term sheet with C-Rod, which transaction we intend to close in the next two weeks.

 As I stated in my last correspondence, I am keenly aware that beyond the innovation of the businesses we are acquiring, our financial reports and future updates will quantify our success. We will be measured by our sales and profitability and I firmly believe when that when the market analyzes our quarterly reports for 2018, our stock price will sustainably reflect the financial progress we have and will continue to make. We aim to issue financial guidance in the near future.

So, you may be wondering, how is One Horizon going to pay for these acquisitions?

Our investors have struck previously disclosed warrants and One Horizon’s cash on-hand exceeds $1,000,000. Under my leadership, One Horizon has not and will not enter into any financing unless based on market-reasonable pricing, has no plans or requirements for debt financing, and no outstanding warrants are at a discount of greater than 20% to the current market-price of One Horizon’s Common Stock. In fact, the majority of the outstanding warrants are near or above such price.

One Horizon will not enter into any new financing transactions this quarter as there is no need for such funds or dilution. One Horizon will only undertake an equity financing in one of the later quarters this year if it is supportable based on reported financials and a quantifiable strategy for continued growth.

The total cash requirement for the 123Wish acquisition, and payments are being made only as needed based on a detailed financial model, is $200,000, along with an agreement to extend a loan against revenues in an amount of $100,000, and there is no additional cash requirement from One Horizon for working capital.

The total expected cash requirement for C-Rod is $150,000 payable at closing of the acquisition and there is no additional cash requirement from One Horizon for working capital post-closing. This number is premised upon C-Rod’s representation of a 2017 net profit of nearly $400,000 and its projections.

And what about stock dilution based upon these transactions?

Upon closing of the 123Wish acquisition, One Horizon transferred 1,333,334 shares of Common Stock to the members of the former 123Wish entity. All of these shares are currently restricted, and 1,133,333 of these shares are subject to affiliate trading rules.

Within 30 days following closing of the C-Rod acquisition, One Horizon will transfer 1,000,000 shares of Common Stock to the shareholders of C-Rod and its related entities. All of these shares will be restricted, and 800,000 of these shares will be subject to affiliate trading rules.

Any future One Horizon Common Stock to be transferred to either 123Wish members or C-Rod shareholders will be exclusively on an earn-out basis, contingent upon achievement of net-profits in accordance with Generally Accepted Accounting Principles (“GAAP”). As required by the Securities Laws, the financials of each of these companies will be audited by a Public Company Accounting Oversight Board accounting firm.

The earn-outs are as follows:

123Wish:

  1. Following the first six months post-closing of the acquisition, One Horizon will transfer Common Stock valued at two and a half times (2.5x) the net profit generated by 123Wish in those first six months; and
  2. Following the end of the second six-month period post-closing, One Horizon will transfer Common Stock valued at four and a half times (4.5x) the net profit generated by 123Wish in the second six-month period.

C-Rod:

  1. Following the first 12 months post-closing of the acquisition, One Horizon will transfer Common Stock valued at four times (4x) the net profit generated by C-Rod in those first 12 months;
  2. Following the end of the second 12-month period post-closing, One Horizon will transfer Common Stock valued at four times (4x) the net profit generated by C-Rod in the second 12-month period; and
  3. In the event C-Rod attains GAAP net profit in the first 18 months post-closing, totaling in excess of $3,000,000, as forecast by C-Rod, then the value paid out under paragraph “2” above will increase from four times (4x) to five times (5x) the net profit generated by C-Rod in the second 12-month period.

The vast majority of the earn-out shares for 123Wish and C-Rod will be subject to affiliate trading rules.

Please look forward to future updates regarding the 123Wish and C-Rod acquisitions and business achievements. Our team is confident that both of these deals will drive significant value to all of you, our shareholders.

Thank you for your continued support and I look forward to our future communication as permissible.

 

One Horizon Group Announces Acquisition of Music Production Company C-Rod, Inc.

One Horizon Group, Inc. (NASDAQ:OHGI) today announced that it has entered into a term sheet that includes the main provisions of the definitive agreements to acquire C-Rod, Inc., a premier music production company founded in 2002 by Grammy-nominated, multi-platinum producer and composer, Chris “C-Rod” Rodriguez, a first-generation Cuban-American born and raised in Miami, Florida.

C-Rod has worked with superstar artists including Rihanna, Jennifer Lopez, Lady Gaga, Enrique Iglesias and Pet Shop Boys and its music productions and remixes are consistently at the top of the Billboard charts. C-Rod has been involved in several #1 Billboard hits with more than 100 songs breaking the Top 40.

Signed as songwriter and composer for Sony ATV Music Publishing, C-Rod has achieved the pinnacle of music production accolade across many music genres in both the United States and international markets and has also served as Governor on the Board of the Grammys.

C-Rod has been a mainstay in the production of Latin hits, one of the fastest growing areas in popular music driven by the digital streaming revolution. By way of example, ’Despacito,’ Luis Fonsi and Daddy Yankee’s original hit song and its remix featuring Justin Beiber is the most streamed song of all time with nearly 5 billion streams across multiple platforms since its release in January, 2017.

C-Rod’s first breakout hit as a producer was in the early 2000’s with the Latin Pop icon Paulina Rubio, for who C-Rod produced the first two singles that made her “Paulina” record one of the biggest selling albums of all time. C-Rod has also produced many other well-known Latin legends including Celia Cruz, Chayanne, Ricky Martin and Thalia.

“After closing our acquisition of a majority interest in 123Wish and as 123Wish is preparing to launch experiences with several of the world’s most relevant music artists and social media influencers, when presented with the opportunity to acquire C-Rod, one of the most widely recognized music production companies, working with premier artists in the Top 40, Latin, Dance, Hip-Hop and R&B markets, among others, we immediately recognized the synergies and the opportunity to deliver further value to our shareholders,” said Mark White, One Horizon Group’s Founder and CEO. “While the term sheet is subject to customary conditions including completion of due diligence, we expect to close the transaction next month.”

“At C-Rod, music is not only our business, it is our passion; our goal has always been to provide artists and labels not only with our creative input through production or composition but also to explore additional channel partnerships that are authentic to the artists’ brands and messaging,” said Chris “C-Rod” Rodriguez, C-Rod’s Founder and CEO. “There is real value in providing our artists and labels with access to the 123Wish marketplace of celebrity experiences and to the management team, digital technology and capital resources of NASDAQ-listed One Horizon Group; we have a shared philosophy to grow even more quickly within the evolving industry landscape driven by social media views and metrics and digital streaming.”

“After Martin Ward, CFO of One Horizon Group, and I met the C-Rod team at their state-of-the-art production facility in Miami’s Upper East Side, the alignment between the creative and financial opportunities for our businesses became evident,” said Mark White. “In the coming months, we plan to announce several corporate sponsorships for our 123Wish experiences and C-Rod has created national music spots for major brands like McDonalds, Philip Stein, Fanta, Tea Forte, and Chevrolet. C-Rod has also composed and produced musical content for various television networks including HBO, Bravo, Discovery Channel and A&E and its songs have featured in motion pictures such as ‘Easy A,’ starring Emma Stone.”

“As we continue to develop our blockchain technology that will underpin our 123Wish charitable contribution component and eventually, associated media buying and payment systems, we are also exploring opportunities for consolidation in the digital music and content streaming space and C-Rod has a long-standing, direct distribution contract with The Orchard by which C-Rod distributes content to all major digital music and video platforms worldwide,” added Mark White. “In addition to the 123Wish revenue we expect to recognize when we file our 10-K Annual Report next month, we also expect to report revenue related to this transaction. We fully expect to achieve more significant profits throughout 2018 and to issue further guidance when possible.”

One Horizon Group Announces Acquisition of 123Wish

LONDON, January 24, 2018 – One Horizon Group, Inc. (NASDAQ: OHGI) today announced that it has entered into an Exchange Agreement to acquire a majority interest in ONCE IN A LIFETIME LLC, d/b/a 123Wish.

123Wish, available in the Apple App Store, Google Play and www.123wish.com is a subscription-based, experience marketplace that focuses on providing users with exclusive opportunities to enjoy personalized, dream experiences with some of the world’s most renowned social media influencers including Super Influencer Jake Paul and Team 10 as well as celebrities, professional athletes, fashion designers, and artists while supporting a diverse range of charities.

The influencer or celebrity for each 123Wish experience selects a philanthropic cause to benefit or is randomly matched to a non-profit organization. Once the charitable contribution goal for an experience has been met and the designated timeframe for entry has expired, 123Wish randomly selects the winner who receives exclusive access to interact with the influencer or celebrity. Yet, everyone who enters wins a specialized gift for participation, which may include limited edition merchandise, gift cards or personalized video or voice messages from experience contributors.

Each 123Wish subscriber will soon have a digital wallet and will receive four digital coins each month that his or her subscription remains active, which the subscriber may contribute to charity. OHGI and 123Wish are committed to making at least $1,000,000 in digital coin value available for charitable contribution premised on the number of subscribers. Development for inclusion of the coin technology is underway and OHGI will be providing blockchain integration.

In order to deliver authentic and unique lifestyle experiences, 123Wish will launch experiences with social media influencers, music artists and other celebrities that have been embraced by Generation Z. TGZ Capital, L.P., the Gen Z focused venture capital fund, owned five percent of 123Wish pre-acquisition and becomes an OHGI shareholder pursuant to this transaction.

“We executed the Exchange Agreement ahead of schedule based on the commitment of everyone involved and we are grateful to have the opportunity to welcome 123Wish founders Natalia Diaz, Andrew Resnick and TGZ Capital as OHGI stakeholders,” said One Horizon Group’s Founder, President and CEO, Mark White. “Subscribers, fans and likes have become a new form of currency and advertising spend is usually driven by perceived reach rather than fixed-costs. Thus, in addition to the importance of verifiable charitable giving, we see future opportunities in the use of digital coins for media buying.”

OHGI has entered into a multi-year Employment Agreement with Natalia Diaz, who will remain the President and CEO of 123Wish. Natalia Diaz is an expert in mobile, social media, gaming and web platform development and has provided services to several Fortune 500 and other innovative company clients that rely on social-media monetization.

“After getting to know Mark White and the team at One Horizon Group, it quickly became clear that we are aligned philosophically,” said 123Wish Co-Founder, President and CEO, Natalia Diaz. “As part of a NASDAQ-listed technology company with access to the capital markets, we believe that we can deliver the high-value experiences desired by Gen-Zers and Millennials and move at the fast pace of the new brand landscape driven by social media influencers underpinning Web 3.0 and the proliferation of social media through a marketplace of experiences.”

“After spending years developing web properties that reach tens of millions of unique visitors on a monthly basis, I realized that social media is not only an incredible platform for advertising and sales; it is the new framework for contribution,” said 123Wish Co-Founder, technology entrepreneur and real estate mogul, Andrew Resnick. “I also believe that digital coins, which allow for efficient and transparent transactions, provide the means for a generational shift in charitable giving. Given access to OHGI innovation and its commitment to development of digital coin technology that makes a social impact, I am confident that this transaction will deliver measurable value on many fronts.”

“Beyond business, 123Wish enables me to fulfill my personal goal to give back and empower our youth through contribution,” added 123Wish Co-Founder, President and CEO, Natalia Diaz. “This is very important for me as I recognize the power of influencers to make a real difference and teach the next generations that by including giving in their lives, dreams do come true.”

“Based on the detailed financial models we have analyzed, we remain confident that the acquisition will be accretive in 2018 and we expect 123Wish will generate significant revenue in 2018 commencing with the expected launch of scheduled experiences in the first and second quarters of 2018,” added One Horizon Group’s Founder, President and CEO, Mark White. “We remain focused on our commitment to deliver substantial value to OHGI shareholders.”

One Horizon Group Executes Term Sheet to Acquire 123Wish

LONDON, Dec. 14, 2017 (GLOBE NEWSWIRE) — One Horizon Group, Inc. (NASDAQ:OHGI) today announced that it has entered into a term sheet that includes the main provisions of the definitive agreements to acquire a majority interest in ONCE IN A LIFETIME LLC, d/b/a 123Wish.

123Wish in the Apple App Store and available next month on Google Play and www.123wish.com is a subscription-based, social-media platform that provides users with unique opportunities to enjoy personalized, dream experiences with some of the world’s most renowned influencers, celebrities, professional athletes, fashion designers, and artists while supporting a diverse range of charities.

By way of example, a 123Wish experience includes the chance to star in a Jake Paul YouTube video. Jake Paul’s music video “It’s Everyday Bro featuring Team 10” (Jake’s team of relevant social media influencers) has over 160 million views and frequently released Jake Paul videos reach viewership in the tens of millions.

123Wish was co-founded in early 2016 by real estate mogul and serial technology entrepreneur Andrew Resnick who has developed and launched web properties that reach tens of millions of unique visitors a month and Natalia Diaz whose digital agency MOA Digital Works specializes in mobile and web commerce and gaming development for several Fortune 500 and other innovative company clients that rely on social-media monetization.

Recognizing that fundamental to the 123Wish business model was building relationships with the most influential members of Generation Z, Natalia engaged Gen Z entrepreneur and venture capitalist Patrick Finnegan to harness those relationships and manifest the vision of being an authentic lifestyle brand that Gen Z wanted to embrace.

Patrick brought his partners Jake Paul (more than 12 million YouTube subscribers and more than 10 million Instagram followers) and Cameron Dallas (more than 5 million YouTube subscribers and more than 20 million Instagram followers) and their venture capital fund, TGZ Capital, took a significant equity interest in 123Wish. Their involvement brought immediate momentum to the 123Wish business, which has access to more than 80 million internal and more than 300 million external subscribers and followers.

“Subscribers, fans and likes have become a new form of currency and given the rapid expansion of cryptocurrency, we see a world where social media platform-based commerce and even charitable contribution will be driven by digital coins that allow for efficient and transparent transactions,” said 123Wish Co-Founder Andrew Resnick. “Using coins as a vehicle for transfers of funds affords unique opportunities to educate the next generations about contributing to the greater good and social media is the perfect outlet to expand and support these systems.”

“While the agreement is subject to customary conditions including completion of due diligence and approvals, we expect to close in the first quarter of 2018 and we are confident the acquisition will be accretive in 2018,” said One Horizon Group’s Founder and CEO, Mark White. “We are excited to be working with the 123Wish team and we are certain that this transaction will deliver significant value to OHGI shareholders.”

Each curated 123Wish experience supports a philanthropic cause of the celebrity or influencer’s choosing or is randomly matched to a non-profit. Once the charitable contribution goal for an experience has been met and the timeframe for entry has expired, 123Wish randomly selects the winner. Subscribers have exclusive opportunities to interact with experience contributors and everyone who enters receives a specialized gift for participating. Corporate sponsors of the experiences include some of the world’s most widely recognized brands that seek to connect with 123Wish subscribers and are aligned with the celebrity or influencer’s desire to make a positive social impact.

“Social media influencers and celebrities are building brands with unprecedented reach given their ability to connect with their subscribers and fans on an emotional level,” said 123Wish Co-Founder and CEO Natalia Diaz. “As I described in speaking with Forbes earlier this year, working with influencers gives advertisers the ability to more specifically address their target demographic as compared with traditional forms of advertising. In order to expand the reach of 123Wish and to give investors an opportunity to participate in the next wave of social media that speaks to Gen-Zers and Millennials who place a higher value on human experiences that contribute to the greater good than high-cost material items, we welcome the desire of One Horizon Group to allow us to further build our business as part of a NASDAQ-listed technology company.”

“In founding 123Wish, Natalia and I recognized that through our close friends and business contacts, we have access to some of the world’s most popular social media influencers, celebrities, professional athletes, fashion designers, and artists,” added 123Wish Co-Founder Andrew Resnick. “We also realized that what attracted us to these people was a fundamental desire to contribute our talents to make the world a better place for everyone. 123Wish not only provides subscribers with the possibility of participating in one-of-a-kind experiences; the company has created an engaging community of talent and fans collaborating to take significant and lasting action on social issues. After spending time with One Horizon Group’s Founder and CEO Mark White, we realized that our companies are philosophically aligned and that by combining our strengths, we will be able to build a stronger organizational foundation, expand our reach even further, and importantly, make a greater social impact for good.”