LOS ANGELES, Dec. 30, 2025 (GLOBE NEWSWIRE) -- Everlert, Inc. (OTC: EVLI) today announced the completion of its previously disclosed strategic merger with Zanieri, an Italian luxury apparel and knitwear company, pursuant to which Zanieri has acquired control of Everlert and contributed its operating business into the public company through a completed change of control and reverse-merger transaction.
The transaction was completed through a series of definitive agreements, resulting in Everlert becoming the publicly traded parent company of Zanieri's operating business. As part of the merger, Zanieri acquired Everlert's Series G Super-Voting Preferred Stock and received newly issued Series D Preferred Stock, establishing Zanieri as the controlling shareholder. Zanieri's operating assets, management team, and business plans are now integrated within the Everlert public company structure.
Zanieri is a vertically integrated Italian luxury apparel company and one of the top producers of premium cashmere. Operating from Umbria Italy, the cashmere capital, the company controls the full production cycle, from yarn selection and treatment through dye science, finishing, and final garment assembly. Zanieri's scale, sourcing relationships, and manufacturing discipline allow it to consistently deliver high-end products while maintaining quality, traceability, and sustainability standards that are difficult to replicate.
In addition to its core cashmere operations, Zanieri has developed proprietary technologies designed to modernize traditional tailoring and expand global reach. Its remote tailoring and customization platform enables bespoke garment production for international clients without sacrificing fit, quality, or craftsmanship. This technology allows Zanieri to scale customization, respond efficiently to global demand, and serve luxury markets beyond traditional retail channels.
Richard Hawkins, Chief Executive Officer of Everlert, said the transaction marks a turning point for the Company. "This merger completes Everlert's transition into a public company with a real operating business, meaningful scale, and international reach. Zanieri is not simply a fashion brand. It is an industrial luxury platform with proprietary processes, deep manufacturing expertise, and a clear strategy for global expansion. We believe this combination positions the Company for disciplined growth and long-term value creation."
Roberto Carmine Cosentino, Chief Executive Officer of Zanieri, stated that the merger accelerates the company's long-term vision. "Zanieri was built on mastery of materials, production excellence, and respect for craftsmanship. Becoming part of a U.S. public company gives us the ability to invest further in innovation, expand internationally, and bring our approach to premium apparel to a much broader market, while remaining true to our heritage. Our strong European foundation and proven operating model provide the platform for disciplined expansion into the United States and beyond."
Zanieri’s manufacturing excellence is proven by the fact that over 70% of its revenues are generated from its ‘white labelling’ manufacturing for many major and leading brands globally. The focus in the coming years is to build the Zanieri brand to where it will be generating the majority of its revenue.
European Operations and U.S. Expansion Strategy
Zanieri's European operations generated approximately 95% of gross sales for 2025, driven by strong demand for its premium cashmere and knitwear collections across key European markets. The Company expects to accelerate growth through strategic expansion into the United States and beyond, including the opening of flagship mono-brand stores in New York and the launch of a proprietary direct-to-consumer e-commerce platform.
New York represents a priority market for Zanieri, serving as both a cultural and commercial gateway to the broader U.S. premium menswear segment. The Company's retail strategy centers on experiential, brand-immersive store environments designed to communicate Zanieri's commitment to craftsmanship, material excellence, and timeless design. Each retail space is conceived as an experiential and cultural environment that reflects the brand's Mediterranean heritage and manufacturing discipline.
Product and Market Positioning
Zanieri's collections include premium knitwear—sweaters and cardigans—along with fashion accessories such as scarves and hats, and home textiles including cashmere and wool blankets. All products are produced using certified organic wool, organic cotton, recycled fibers, and traceable-origin cashmere. The Company's design philosophy emphasizes essential, non-trend-driven aesthetics intended to deliver long-term value and durability.
The Company operates within the premium, non-luxury segment of the global menswear market, targeting professionals, entrepreneurs, and discerning consumers who prioritize intrinsic product quality over brand-driven status. Management believes this positioning addresses a significant and underserved market opportunity between traditional luxury brands and mass-market fashion, occupying a distinct and defensible space where price is justified by quality and craftsmanship rather than brand markup.
Proprietary Technology and Scalability
In addition to its vertically integrated manufacturing capabilities, Zanieri has developed its proprietary platform, a remote bespoke tailoring system that enables personalized garment customization for international clients. This technology allows the Company to scale its made-to-measure offering globally without compromising fit, quality, or craftsmanship, and positions Zanieri to serve luxury consumers through non-traditional retail channels including strategic hospitality and B2B partnerships.
Long-Term Strategic Vision
Zanieri's long-term growth plan includes expansion into complementary lifestyle categories, including dedicated product lines for yachting, golf, and equestrian markets, as well as strategic partnerships with premium hotels and resorts. Management also anticipates future extension into womenswear, which represents a significant medium- to long-term opportunity that would leverage shared materials, production networks, and retail infrastructure. Management believes the combination of Zanieri's Mediterranean heritage, manufacturing discipline, and commitment to real sustainability creates a durable competitive advantage in the evolving premium apparel landscape.
Corporate Governance and Regulatory Status
Following the successful completion of its corporate compliance and remediation efforts, Everlert has concluded its court-appointed custodianship and resumed full governance under its duly appointed officers and directors. A shareholder meeting was held to ratify prior corporate actions and officer appointments. The Company has completed the preparation and submission of its required disclosures to OTC Markets, which are currently under review. Everlert is also in the process of engaging a PCAOB-registered audit firm as it advances audited financial reporting and evaluates a potential uplisting to a national securities exchange, subject to regulatory requirements and market conditions.
Zanieri's business plan includes continued investment in premium cashmere production, expansion of its vertically integrated manufacturing capacity, and broader deployment of its proprietary platform to support growth across wholesale, direct-to-consumer, and strategic partnership channels. Management believes the combination of Zanieri's operating scale and Everlert's public company platform provides a strong foundation for sustainable international expansion.
About Zanieri S.p.A.
Zanieri is an Italian luxury apparel and knitwear company based in Perugia, Italy, and one of the world's top producers of premium cashmere. The company integrates craftsmanship, sustainable manufacturing practices, precision dye science, and vertically integrated processes to produce refined knitwear for international markets. Zanieri also offers its proprietary system, enabling remote bespoke tailoring and enhanced customization for clients worldwide. The Company's approach to sustainability is structural, integrating environmental, social, and cultural responsibility into every aspect of product development and operations. For more information, visit. www.zanieri.it
About Everlert, Inc.
Everlert, Inc. is a diversified holding and strategic advisory company focused on identifying, acquiring, and enhancing growth-oriented businesses with long-term value potential. The Company provides management consulting, capital structuring, and corporate development services to emerging and transitioning businesses. Everlert leverages strategic partnerships, operational expertise, and disciplined corporate development processes to support efficiency, regulatory compliance, and long-term value creation while evaluating a range of complementary acquisition opportunities.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction between Everlert, Inc. and Zanieri S.p.A.; the anticipated structure, timing, and terms of the proposed merger through the newly formed U.S. holding company; potential operational and market opportunities; expected sales performance and growth projections; expansion into new geographic markets; and other statements not based on historical fact. Forward-looking statements are generally identified by words such as "expects," "intends," "plans," "anticipates," "believes," "potential," "may," "could," "will," and similar expressions.
These statements are based on current expectations, estimates, assumptions, and projections and are subject to risks and uncertainties that could cause actual results to differ materially. Such risks include the ability of the parties to negotiate and execute definitive agreements; satisfaction of closing conditions; regulatory approvals; changes in economic or market conditions; integration risks; availability of financing; potential modifications to the contemplated structure; and other factors beyond the control of Everlert or Zanieri. Readers should not place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this release, and Everlert undertakes no obligation to update or revise them except as required by law.
Investor Relations Contact:
Richard Hawkins
President and CEO
Everlert, Inc.
everlertinfo@gmail.com
Roberto Carmine Cosentino
CEO
Zanieri
invetors@zanieri.it
