Stemtech and Viago (formerly Seacret Direct) have announced a merger.

As per a
November 20th press-release
;

Upon finalization of the merger, Charles S. Arnold will continue as Chairman of the holding company, while VIÁGO’s Izhak Ben Shabat will assume the role of Chief Executive Officer.

The executive leadership team will be further led by Eddie Head (from VIÁGO) as President and Chief Strategy Officer and John W. Meyer (from Stemtech) as President and Chief Operating Officer.

The proposed merger is expected to be for all stock consideration and is subject to conditions to closing, including required board and shareholder approvals, the finalization of definitive agreements, the audit of VIÁGO financial statements and other customary conditions. Stemtech and VIÁGO expect to finalize the definitive agreements for the merger soon.

BehindMLM reported on
Seacret Direct rebranding as Club Viago
in September. A full Viago review is pending.

Stemtech is a publicly listed MLM company that markets “stem cell nutrition products”.

Stemtech
filed for Chapter 11 bankruptcy
in February 2017. In March 2018, Stemtech’s bankruptcy was
converted to a Chapter 7 liquidation
.

From an
August 2021 filing with the SEC
;

On May 7, 2018, Stemtech Corporation purchased the assets of Stemtech International, Inc. (the “Former Parent Company”), out of a Chapter 7 Bankruptcy for $400,000 and assumed a $4,000,000 note from RBCD Holdings Inc (formerly RBCD Holding LLC) (“RBCD Holdings”), a related party owned by the Company’s Directors (see Note 14), purchased an outstanding note at its face value of $4,000,000 from the Opus Bank (the “Opus Note”) and subsequently converted in 2019 into 2,000,000 shares of the Company’s common stock.

Stemtech’s bankruptcy saw its co-founder executives depart the company. Co-founder Ray Carter sued Stemtech for unpaid salary and vacation time in August 2019.

As of September 2024, the outcome of the lawsuit remains pending (from a 10-Q filed on November 19th, 2024);

On August 6, 2019, the former CEO prior to the Company’s Bankruptcy, filed a lawsuit against the Company’s subsidiary Stemtech HealthSciences, alleging unpaid salary and vacation time dating to a period predating the Company’s current management team taking control in 2018.

Plaintiff’s claim is in the amount of $267,000.

The Company has counter-sued the plaintiff personally and deems this matter non-meritorious.

At the same time, the Company has accrued $267,000 which is included in accounts payable and accrued liabilities in the consolidated balance sheets at June 30, 2024, and December 31, 2023.

Plaintiff’s request for Summary Judgment was dismissed by the Court on March 3, 2023.

In the opinion of management, the resolution of this matter, if any, will not have a material adverse impact on the Company’s consolidated financial position or consolidated results of operations.

Post bankruptcy StemTech appears to have continued on as an MLM company, consistently

🤖 Quick Answer

What is the merger between Viago (Seacret Direct) and Stemtech?
Stemtech and Viago, formerly known as Seacret Direct, announced a merger via a press release dated November 20th. The proposed transaction is structured as an all-stock consideration, subject to board and shareholder approvals, finalization of definitive agreements, audit of Viago's financial statements, and other customary closing conditions.

Who will lead the combined company after the Viago and Stemtech merger?
Upon finalization, Charles S. Arnold will serve as Chairman of the holding company. Izhak Ben Shabat, from Viago, will assume the role of Chief Executive Officer. Eddie Head, also from Viago, will serve as President and Chief Strategy Officer, while John W. Meyer from Stemtech will become President and Chief Operating Officer.

**What conditions must be met

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