Axum Capital Partners has entered into a definitive agreement to acquire a controlling stake in Drink Barcode Inc. (BARCODE), a performance and hydration beverage brand. The purchase price has not been disclosed. Closing is expected in the third quarter of 2026.

BARCODE was co-founded by NBA player Kyle Kuzma. Victor Wembanyama, the San Antonio Spurs center and 2024 NBA Rookie of the Year, is one of the brand's primary endorsers. The company markets functional beverages targeting athletic performance and hydration.

A corrected final announcement was issued on August 7, 2026 at 8:40 PM ET, replacing an initial press release dated August 4.

BARCODE is a mid-market consumer brand acquisition. Its significance for M&A practice lies not in its size but in its structure: the economic value of the business resides almost entirely in intangible assets — brand equity, distribution relationships, and athlete endorsements — rather than in physical assets, real estate, or proprietary technology.

This asset profile creates a due diligence framework that is fundamentally different from a manufacturing, real estate, or technology acquisition. The buyer's primary risk is not environmental liability, title defects, or patent infringement — it is the risk that the intangible assets that justify the acquisition price will not survive the change of control.

The BARCODE brand is the company's most valuable asset. Before closing, Axum must verify:

Trademark registrations: Are the BARCODE trademarks registered in the United States and in any international markets where the brand operates or plans to operate? Are the registrations current and in good standing? Have any third parties challenged the registrations or filed opposition proceedings?

Chain of title: Were the trademarks originally registered by the company, or were they registered by a founder or related party and subsequently assigned to the company? If the trademarks were assigned, was the assignment properly documented and recorded with the USPTO?

Domain names and social media handles: The brand's digital presence — its website domain, Instagram handle, TikTok account, and other social media identities — must be owned by the company, not by individual founders or employees. If any digital assets are held by individuals, they must be transferred to the company before closing.

BARCODE's beverage formulas are likely protected as trade secrets rather than patents. Trade secret protection requires that the company has taken reasonable measures to maintain the secrecy of the formulas — including confidentiality agreements with employees, contractors, and co-manufacturers.

Due diligence must verify:

• That all employees and contractors with access to the formulas have signed confidentiality agreements
• That the formulas are not disclosed in any public filings, marketing materials, or third-party documents
• That the co-manufacturer (the company that physically produces the beverages) is bound by a confidentiality agreement that survives the change of control

The endorsement relationships with Kyle Kuzma and Victor Wembanyama are among BARCODE's most commercially valuable assets. These relationships must be carefully analyzed in due diligence.

Athlete endorsement agreements typically contain change-of-control provisions that give the athlete the right to terminate the agreement — or to renegotiate its terms — if the brand is acquired by a new owner. The rationale is that athletes are selective about the brands they associate with, and they may not want to be associated with a new owner whose values or business practices differ from those of the original brand.

If BARCODE's endorsement agreements with Kuzma and Wembanyama contain change-of-control provisions, Axum must either:

1. Obtain the athletes' consent to the assignment of the endorsement agreements before closing
2. Negotiate new endorsement agreements with the athletes as a condition to closing
3. Accept the risk that the athletes may terminate their agreements after closing, and price that risk into the acquisition price

The practical approach in most consumer brand acquisitions is to engage with the key endorsers early in the process — before signing — to confirm their willingness to continue their relationship with the brand under new ownership.

Athlete endorsement agreements grant the brand the right to use the athlete's name, image, and likeness (NIL) in marketing materials. These rights are personal to the athlete and are typically non-transferable without the athlete's consent.

After the acquisition, Axum must ensure that its use of Kuzma's and Wembanyama's NIL rights is authorized under the terms of the endorsement agreements as assigned or renegotiated. Unauthorized use of an athlete's NIL rights can result in significant damages and reputational harm.

Athlete endorsement agreements in the beverage category typically include exclusivity provisions that prevent the athlete from endorsing competing products. These provisions benefit the brand by ensuring that the athlete's association is exclusive to BARCODE within the beverage category.

However, exclusivity provisions also create obligations for the brand: if BARCODE expands into new product categories or markets, the endorsement agreement may need to be amended to cover the new activities.

BARCODE's revenue depends on its distribution network — the retailers, distributors, and e-commerce channels through which its products reach consumers. Distribution agreements are among the most commercially sensitive contracts in a consumer brand acquisition.

Key due diligence questions include:

Assignment provisions: Do BARCODE's distribution agreements permit assignment to Axum without the distributor's consent? Change-of-control provisions may require notification or consent from key distribution partners.

Exclusivity: Are any distribution agreements exclusive? If BARCODE has granted exclusive distribution rights in specific territories or channels, those exclusivity provisions will bind Axum after the acquisition.

Minimum purchase commitments: Do any distribution agreements include minimum purchase commitments by the distributor? These commitments provide revenue certainty but also create obligations that Axum must honor.

Termination rights: Do any distribution agreements give the distributor the right to terminate upon a change of control? If key distribution relationships can be terminated after the acquisition, the revenue model underlying the acquisition price may be at risk.

BARCODE does not manufacture its own beverages — it relies on a co-manufacturer (contract manufacturer) to produce its products. The co-manufacturer agreement is a critical contract that must be reviewed carefully.

Key provisions include:

• Capacity commitments: Does the co-manufacturer have sufficient capacity to support BARCODE's growth plans under Axum's ownership?
• Formula ownership: The co-manufacturer agreement must clearly establish that BARCODE owns its formulas and that the co-manufacturer has no rights to use them for other customers
• Quality control: The agreement should include quality control provisions that allow BARCODE to audit the co-manufacturer's facilities and processes
• Change-of-control: Does the co-manufacturer have the right to terminate or renegotiate the agreement upon a change of control?

Axum is acquiring a controlling stake, not 100% of BARCODE. This means that Kyle Kuzma and other founders or existing investors will retain a minority interest in the company. The governance structure of the post-closing company — including board composition, reserved matters, drag-along and tag-along rights, and exit mechanics — must be carefully documented in a shareholders' agreement.

Key governance provisions in a controlling stake acquisition with continuing founders include:

Board composition: How many board seats does Axum hold? How many do the founders retain? Is there a tie-breaking mechanism for deadlocked decisions?

Reserved matters: What decisions require founder consent or a supermajority? Founders typically negotiate for veto rights over decisions that could fundamentally change the brand's identity or values.

Drag-along rights: Axum will want drag-along rights that allow it to force the founders to sell their shares in a future exit transaction on the same terms as Axum.

Tag-along rights: Founders will want tag-along rights that allow them to participate in any sale by Axum on the same terms.

Anti-dilution: Founders will want protection against dilution of their minority interest through future equity issuances.

Turkish private equity funds and strategic investors with interests in consumer brands should note several aspects of the BARCODE transaction.

Brand IP chain of title: Turkish consumer brand acquisitions frequently involve brands where the trademark was originally registered by a founder or family member rather than the company. Verifying the chain of title and ensuring that all IP is properly vested in the target company is a critical due diligence step.

Athlete and celebrity endorsements in Turkey: Turkish consumer brands increasingly use athlete and celebrity endorsements. Acquirers of Turkish consumer brands should review endorsement agreements for change-of-control provisions and ensure that key endorsement relationships will survive the acquisition.

Distribution network due diligence: Turkish consumer brands often rely on exclusive regional distributors. Acquirers should verify that distribution agreements are assignable and that key distributors will continue their relationships under new ownership.

ULF New York provides legal advisory services on cross-border M&A, consumer brand transactions, and IP due diligence for Turkish and international clients. This analysis is for informational purposes only and does not constitute legal advice.