Giggles N Hugs’ Announces Common Stock Rights Offering in S-1 Filing

Los Angeles, Sept. 07, 2017 --

Giggles N’ Hugs Inc. (OTCQB:GIGL) (the “Company”) owner and operator of family-friendly restaurants that bring together high-end, organic food with active play and entertainment for children, announced today that it has filed a registration statement on Form S-1 with the Securities and Exchange Commission (the “SEC”) for a rights offering to its shareholders of record (record date to be determined).

Under the proposed rights offering, Giggles N’ Hugs will distribute to its shareholders non-transferable subscription rights to purchase two shares of Giggles N’ Hugs common stock.

Holders who fully exercise their basic subscription privilege will be entitled to purchase additional shares of common stock via the over-subscription privilege (should any of the offering remain unsubscribed at the expiration of the subscription period). Holders will receive two non-tradable non-transferable subscription rights for every one share of common stock owned on the record date. Details of the rights offering will be set out in the S-1 registration statement filed with the SEC, which is available on the SEC’s web site at http://www.sec.gov.

The registration statement on Form S-1 relating to the rights offering has been filed with the SEC by the Company but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The rights offering, which is expected to commence following the effectiveness of the registration statement, will only be made by means of a prospectus. Further details on the offering will be provided upon effectiveness.

If the rights offering is fully subscribed, the Company expects gross proceeds to be $5 million. The Company intends to use the proceeds for general corporate purposes, to supplement operating cash flows, to fund new company and franchise location expansion and to support its acquisition growth plan and new product launches. The Company also plans to use a portion of the proceeds to further strengthen the company's balance sheet by repaying certain outstanding indebtedness.

Joey Parsi, Founder and CEO of Giggles N Hugs stated, "Instead of a more traditional financing structure where third parties that are new to the company receive beneficial terms that are expensive and dilutive to existing shareholders, this rights offering allows us to offer the benefit to our loyal shareholder base who have been supportive of the company throughout the years. “We are still at the early stages of building a concept that we hope will grow into a global enterprise encompassing multiple synergistic business lines.  The rights offering gives our shareholders the opportunity to increase their participation in any upside as a result of our company achieving important future milestones”.

Giggles N’ Hugs has engaged Advisory Group Equity Services, Ltd. doing business as RHK Capital as Dealer-Manager in the offering, Mackenzie Partners, Inc. as Information Agent and West Coast Stock Transfer, Inc. as Subscription Agent. Questions about the rights offering or requests for copies of the prospectus, when available, may be directed to Mackenzie Partners at (800)322-2885 or [email protected].

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The completion of the rights offering remains subject to the satisfaction of certain conditions, and Giggles N’ Hugs reserves the right to terminate the rights offering at any time prior to the expiration date of the rights offering, including prior to the rights distribution or the commencement of the rights offering.

About Giggles N’ Hugs
Giggles N' Hugs is a family restaurant and play space that brings together high-end, organic food with active, cutting-edge play and entertainment for children. Every Giggles N' Hugs location is intended to offer an upscale, family-friendly atmosphere with a dedicated play area for children 10 and younger.. The locations feature high-quality menus made from fresh and local foods, nightly entertainment such as magic shows, concerts, puppet shows and face painting, and popular party packages for families that want to do something special.

Forward Looking Statements:
Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company's filings with the Securities and Exchange Commission (the "SEC"). Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

INFORMATION AGENT:
Mackenzie Partners, Inc.
(800)322-2885
[email protected]

INVESTORS RELATIONS:
Bruce Haase

RedChip Companies, Inc.

800.733.2447, ext. 131

[email protected]

SUBSCRIPTION AGENT:
Westcoast Stock Transfer Inc.
Frank Brickel
(619) 664-4780
(760) 452-4423
[email protected]

PUBLIC RELATIONS CONTACT:
Michelle Steinberg 
dOMAIN Los Angeles 
7961 W 3rd Street, 2nd Floor 
Los Angeles, CA 90048 
323-549-0012 

Joey Parsi - Founder/CEO 
Giggles N Hugs 
[email protected] 
http://www.gigglesnhugs.com