NEW YORK & ZUG, Switzerland--(BUSINESS WIRE)--Actress Jennifer Esposito will make her directorial debut with the independent feature film Fresh Kills, a gripping drama that tells the story of the loyal women of an organized crime family that dominated some of the boroughs of New York City in the late 20th century. The Fresh Kills screenplay was written by Esposito, inspired by her own community growing up in Staten Island. In a groundbreaking departure from traditional film financing, the Fresh Kills production will be financed by an offering on the Upstream Exchange, which today announced a $3.5 million Initial Public Offering “IPO” of securities1 by Fresh Kills, Inc. ("Fresh Kills”).
Fresh Kills intends to be the first feature film financed and traded by a global group of fan investors via this first-of-its kind IPO on Upstream – the revolutionary Ethereum-powered digital stock exchange powered by Horizon Fintex (“Horizon”) and MERJ Exchange Limited (“MERJ”).
Fresh Kills is the work of actress-turned-filmmaker Jennifer Esposito (Summer of Sam, Crash), a Hollywood veteran and advocate for advancing equality in the film industry. The award-winning actress was motivated to pave a non-traditional financing path to challenge and upend the inequitable systems she has observed and experienced in the entertainment industry. Fresh Kills is being produced by Alexis Varouxakis (Good Time, Pimp) and Christine Crokos (Pimp). Esposito will also serve as a producer, and Jason Weinberg as executive producer.
“When I took the concept for Fresh Kills to film financiers and distributors, I was told that financial backing depended on having a male lead in the film, as well as a male director, despite the fact that it is the story of women in the mafia world,” said Esposito. “In addition to lifting up the stories and voices of women, I hope that Fresh Kills will become a social movement. Together with Upstream, we aim to be healthy competition for bigger budget films by mobilizing people to choose character-driven content they can now be part of from the beginning as film investors.”
Apart from purchasing Fresh Kills’ securities, fans in the United States and worldwide can support the Fresh Kills film and movement by purchasing “FRESH NFTs” (nonfungible tokens) which feature exciting opportunities related to the film, as well as images, videos, or content from the film, cast and crew.
Additionally, accredited investors2” in the United States may purchase Fresh Kills’ securities sold in an offering exempt from the registration requirements set forth in the Securities Act of 1933 pursuant to a Regulation D, Rule 506(c) offering.
Anyone outside the United States and Canada 18 and over may buy the Fresh Kills’ securities through the Upstream app using PayPal, USDC stablecoin, or traditional bank payments. These shares become available to trade with other non-U.S. based investors on the Upstream app after the IPO closes.
Interested fans and investors in the United States and outside the United States can get started at the Fresh Kills website.
“We are thrilled to announce both the launch of Upstream and the launch of Upstream’s first fan-driven IPO for Fresh Kills,” said Horizon President Mark Elenowitz. “Our mission to provide everyone with equal access to investment opportunities echoes Fresh Kills’ mission to highlight a funding path for women, minorities, and other groups that are often overlooked in the film industry.”
“Upstream introduces what we believe to be the future of trading, featuring some of the highest levels of transparency, accessibility and investor protections enforced using Ethereum blockchain technology,” said Horizon CEO Brian Collins. “These innovations include direct access to Upstream through the Upstream trading app, best bids and offers displayed on a public order book, advanced design to prevent market manipulations like short-selling, along with FDIC-insured USD accounts.”
The Fresh Kills IPO on Upstream represents the first in what Upstream hopes to be a series of fan-driven IPOs tied to entertainers, musicians, athletes, and sports teams that may become immediately eligible for secondary trading outside the U.S. by non-U.S. investors. The next IPOs on Upstream aim to be sourced through recently announced partnerships with Pitbull, Timbaland’s beat-sampling marketplace Beatclub, and SME360.
About Fresh Kills:
Fresh Kills is a feature film designed to be owned and traded by a global fan base. Written and directed by Jennifer Esposito, Fresh Kills tells the story of the loyal women of an organized crime family that dominated some of the boroughs of New York City in the late 20th century. Like every mob movie you’ve never seen before, Fresh Kills follows the women behind the men, and the stories never told of the violence, the fear and the unspoken rules that dictate who they are and who they become. Fresh Kills is being produced by Alexis Varouxakis (Good Time, Pimp) and Christine Crokos (Pimp). Esposito will also serve as a producer, and Jason Weinberg as executive producer.
Interested fans and investors can get started at the Fresh Kills website.
Horizon is a fintech company that builds and powers global securities exchanges with an integrated suite of software for compliant issuance, management, and secondary trading of securities. Their in-house solutions combine Wall Street and Silicon Valley to power the next generation of securities offerings and trading in the U.S. and globally. Learn more at https://www.horizonfintex.com/.
Upstream, a MERJ Exchange Market, is a fully regulated global stock exchange for digital securities. Powered by Horizon’s proprietary matching engine technology, the exchange enables investors to trade shares in IPO’s, crowdfunded companies, U.S. and international dual listed equities, SPACs and celebrity ventures directly from the app https://upstream.exchange. Interested issuers can reach the team at email@example.com.
MERJ Exchange and its group collectively operate a complete set of digitally enabled regulated market infrastructure-spanning exchange, clearing, settlement, registry and depository services. MERJ is an affiliate of the World Federation of Exchanges, full member of ISIN issuing body ANNA, and Qualifying Foreign Exchange for OTC Markets in the US. Thanks to their vertically integrated operating model and robust regulatory framework, MERJ has become a respected innovator of the global securities markets.
Safe Harbor Statement and Disclaimer
THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION IS NOT PERMITTED. ANY PERSON'S INDICATION OF INTEREST INVOLVES NO OBLIGATION OR COMMITMENT OF ANY KIND. THE INFORMATION REGARDING THE SECURITIES OF FRESH KILLS, INC. (THE “COMPANY”) ON UPSTREAM ACCESSIBLE FROM THE HTTPS://FRESHKILLSFILM.COM/ WEBPAGE DOES NOT CONSTITUTE AN OFFER OF THE COMPANY’S SECURITIES FOR SALE IN THE UNITED STATES TO U.S.-BASED INVESTORS, EITHER U.S. CITIZENS OR PERMANENT RESIDENTS OF THE UNITED STATES. NONE OF THE SECURITIES DESCRIBED OR DIRECTLY OR INDIRECTLY REFERRED TO IN THE MATERIALS ACCESSIBLE FROM THE HTTPS://FRESHKILLSFILM.COM/ WEBPAGE HAVE BEEN NOR WILL THEY BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (“U.S. SECURITIES ACT”). ACCORDINGLY, THE SECURITIES DESCRIBED IN THE MATERIALS ACCESSIBLE FROM THE HTTPS://UPSTREAM.EXCHANGE/FRESH WEBPAGE ARE BEING OFFERED AND SOLD ONLY IN OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO PURCHASERS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S OF THE SECURITIES ACT) IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S. YOU SHOULD NOT ACCESS THE HTTPS://UPSTREAM.EXCHANGE/FRESH WEBPAGE IF YOU ARE A U.S. PERSON AS DEFINED IN REGULATION S AND YOU ARE DEEMED TO HAVE ACKNOWLEDGED, REPRESENTED AND WARRANT THIS TO THE COMPANY. IN ADDITION, FRESH KILLS INC. IS CURRENTLY UNDERTAKING A PRIVATE PLACEMENT OFFERING PURSUANT TO SECTION 4(A)(2) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND/OR RULE 506(C) OF REGULATION D PROMULGATED THEREUNDER. INVESTORS SHOULD CONSIDER THE INVESTMENT OBJECTIVES, RISKS, AND INVESTMENT TIME HORIZON OF FRESH KILLS INC. CAREFULLY BEFORE INVESTING. THE OFFERING DOCUMENTS RELATING TO EACH OFFERING OF EQUITY INTERESTS BY FRESH KILLS INC. WILL CONTAIN THIS AND OTHER INFORMATION ABOUT FRESH KILLS INC. AND SHOULD BE READ CAREFULLY BEFORE INVESTING. IN ACCORDANCE THEREWITH, YOU SHOULD BE AWARE THAT (I) THE SECURITIES MAY BE SOLD ONLY TO “ACCREDITED INVESTORS,” AS DEFINED IN RULE 501(A) OF THE SECURITIES ACT, WHICH FOR NATURAL PERSONS ARE INVESTORS WHO MEET CERTAIN MINIMUM ANNUAL INCOME OR NET WORTH THRESHOLDS; (II) THE SECURITIES WILL ONLY BE OFFERED IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND WILL NOT BE REQUIRED TO COMPLY WITH SPECIFIC DISCLOSURE REQUIREMENTS THAT APPLY TO REGISTRATION UNDER THE SECURITIES ACT; (III) THE SECURITIES AND EXCHANGE COMMISSION WILL NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO THE SECURITIES, THE TERMS OF THE OFFERING, OR THE ACCURACY OR COMPLETENESS OF ANY OFFERING MATERIALS; (IV) THE SECURITIES WILL BE SUBJECT TO LEGAL RESTRICTIONS ON TRANSFER AND RESALE AND INVESTORS SHOULD NOT ASSUME THEY WILL BE ABLE TO RESELL THEIR SECURITIES; INVESTING IN SECURITIES INVOLVES RISK, AND INVESTORS SHOULD BE ABLE TO BEAR THE LOSS OF THEIR INVESTMENT. THIS RELEASE CONTAINS FORWARD LOOKING STATEMENTS BASED ON ASSUMPTIONS AND REFLECTS THE COMPANY’S EXPECTATIONS, ESTIMATES AND PROJECTIONS OF FUTURE EVENTS. FORWARD LOOKING STATEMENTS INCLUDE WITHOUT LIMITATION, STATEMENTS REGARDING THE PERFORMANCE, PROSPECTS, OPPORTUNITIES, PRIORITIES, TARGETS, GOALS, OBJECTIVES, STRATEGIES, GROWTH AND OUTLOOK OF THE COMPANY. OFTEN, BUT NOT ALWAYS, FORWARD LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF WORDS SUCH AS "EXPECTS", "ANTICIPATES", "PLANS", "BELIEVES", "ESTIMATES", "SEEKS", "INTENDS", "TARGETS", "PROJECTS", "FORECASTS", OR VARIATIONS (INCLUDING NEGATIVE VARIATIONS) OF SUCH WORDS AND PHRASES, OR STATE THAT CERTAIN ACTIONS, EVENTS OR RESULTS "MAY", "COULD", "WOULD", "MIGHT" OR "WILL" BE TAKEN, OCCUR OR BE ACHIEVED. THE COMPANY’S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS NOT WITHIN THE CONTROL OF THE COMPANY. THE COMPANY CAUTIONS READERS NOT TO PLACE UNDUE RELIANCE ON ANY SUCH FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE MADE. THE COMPANY DISCLAIMS ANY OBLIGATION SUBSEQUENTLY TO REVISE ANY FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE OF SUCH STATEMENTS OR TO REFLECT THE OCCURRENCE OF ANTICIPATED OR UNANTICIPATED EVENTS.
1 The securities the Company is offering, where permitted by law, are shares of its Series A Convertible Preferred Stock.
2 Accredited Investor as defined in Rule 501(a) of the Securities Act of 1933, as amended. Restricted securities sold pursuant to the Reg D 506(c) offering will not be eligible to trade immediately and will need to be held for at least one year before sale or transfer, with limited exceptions.