Momentum & Growth

INNO Reverse Merger Gets A Close Look

INNO is the talk of the OTC Markets after dropping an 8-K disclosing its reverse merger with Unique Logistics Holdings, Inc. The best part is that the deal closed on October 8th, so there’s no shell risk or concerns the deal won’t happen.

In this article, Insider Financial takes a look at Unique Logistics Holdings and why INNO is being bid higher. As you can see from the chart below, the deal has already created a lot of excitement.

INNO Daily Chart

INNO Unique Logistics Holdings Reverse Merger

On October 8, INNO effectuated a Merger which resulted in Unique Logistics Holdings, Inc., a logistics services company that provides a range of international services that enable its customers to outsource to it sections of their supply chain process. On the Closing Date, pursuant to the terms of the Agreement, INNO acquired all of the outstanding capital stock of Unique.

In exchange, INNO issued to the Unique Shareholders, their designees or assigns 130,000 shares of Series A Preferred Stock, and 870,000 Shares of Series B Preferred Stock which convert into 6,546,470,000 shares of the Company’s common stock, subject to beneficial ownership limitations and authorized capital stock of the Company.

Pursuant to the terms of the Agreement, Paul Tidwell, canceled a total of 45,606,489 shares of the Company’s Common Stock, and 1,000,000 shares of the Company’s Preferred Stock held by them.

The directors of the Company have approved the Agreement and the transactions contemplated under the Agreement. The directors of Unique and Unique Shareholders have approved the Agreement and the transactions contemplated thereunder. Immediately following the Closing of the Merger the Company changed its business plan to that of Unique.

Unique Logistics Holdings

Unique Logistics Holdings operations are performed through its wholly-owned subsidiaries, UL ATL, UL BOS, and UL NY together with “UL ATL”, UL BOS, and Unique Logistics Holdings, (collectively herein referred to as “Unique Logistics”). Unique Logistics is a global logistics and freight forwarding company.

Management Buyout

The biggest misperception about this deal is that INNO is merging with Unique Logistics Hong Kong. This is not the case. INNO is merging with Unique Logistics Holdings that was formed earlier this year in a management buyout. From the 8-K:

On May 29, 2020Unique Logistics Holdings, entered into that certain Securities Purchase Agreement by and between Unique Logistics Holdings and UL HK, pursuant to which the Company purchased from UL HK (i) sixty percent (60%) of the membership interests of Unique Logistics International (ATL) LLC, a Georgia limited liability company (“UL ATL”); (ii) eighty percent (80%) of the common stock of Unique Logistics International (BOS) Inc, a Massachusetts corporation (“UL BOS”); and (iii) sixty-five percent (65%) of the Unique Logistics International (USA) Inc., a New York corporation, for a purchase price of: (i) US$6,000,000, to be paid in accordance with the following (a) $1,000,000 in cash (the “UL HK Cash Purchase Price”); (b) $5,000,000 in the form a subordinated promissory note issued in favor of UL HK and (c) 1,500,000 shares of common stock of Unique Logistics Holdings, representing on issuance 15% of fully paid and non-assessable shares of common stock then outstanding on a fully diluted basis (the “UL HK Stock Purchase Price”).

Pursuant to the ULHK Purchase Agreement, Unique Logistics Holdings has been granted an option to purchase 50% of UL HK’s interest in Unique Logistics International (North and East China) Company Limited and its affiliated companies (collectively “UL China”), and has been granted an option to purchase 65% of UL HK’s interest in Unique Logistics International India (Private) Limited (“UL India”) within 12 months of the Buyout Transaction Date.


The new CEO of Unique Logistics Holdings is Sunandan Ray. He is the one that led the management buyout of UL ATL, UL BOS, and UL USA. He is also listed as the Unique Logistics website as Managing Member of Chicago, Los Angeles, and New York. As the company says on its website:

Each of our global offices is independently managed by a seasoned executive from the global logistics industry. Their teams include experts in supply chain, customs brokerage, air freight, ocean freight, and warehousing.”

The founder of Unique Logistics (Hong Kong) is Chairman and CEO Richard Lee. He founded the company in 1983.

Know What You’re Investing In

When it comes to OTC, always look at the official filings. Don’t speculate. Luckily, for investors, INNO is a clean shell and its filings are current. The company is not trying to deceive anyone. Unfortunately, the ones trying to deceive are the ones posting on iHub and social media. A simple look at the actual 8-K tells you all you need to know.

Bottom Line

Unique Logistics Holdings is a real company lead by CEO Sunandan Ray who has a lot of experience in the logistics industry. After the management buyout, going public by merging with INNO makes a lot of sense. However, the company is not doing hundreds of millions of dollars in revenues. Ask yourself, if it was would it do this type of financing?

Simultaneously with the Closing, on October 8, 2020, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”) pursuant to which the Company sold to such Investor (i) a 10% secured subordinated convertible promissory note in the principal aggregate amount of $1,111,000 (the “The Note”) realizing gross proceeds of $1,000,000 and (ii) a warrant to purchase up to 570,478,452 shares of the Company’s common stock at an exercise price of $0.001946, subject to adjustment as provided therein (the “ Warrant”).

One of the main reasons for the share price jump is investors jumping in not knowing the facts. We do not yet have a clear picture of Unique Logistics Holdings’ financials. This should come in the next 10-Q. Until then, if you have profits, might want to consider taking some money off the table until the picture becomes clearer. We also don’t know what the final share count will be once everything is all settled. We are not bearish or biased (no position and not paid), but caution is warranted.

As always, good luck to all (except the shorts)!


Disclosure: We have no position in OTCMKTS:INNO or any of the securities mentioned. We wrote this article ourselves and it expresses our own opinions. We are not receiving compensation for it. We have no business relationship with any company whose stock is mentioned in this article. Insider Financial is not an investment advisor and does not provide investment advice. Always do your own research and make your own investment decisions. This article is not a solicitation or recommendation to buy, sell, or hold securities. This article is meant for informational and educational purposes only and does not provide investment advice.

Image by GraphicMama-team from Pixabay

INNO Reverse Merger Gets A Close Look
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