Cutera Receives Notification of Deficiency from Nasdaq Related to Delayed Annual Report on Form 10-K

Cutera Receives Notification of Deficiency from Nasdaq Related to Delayed Annual Report on Form 10-K

BRISBANE, Calif.–(BUSINESS WIRE)–
Cutera, Inc. (Nasdaq: CUTR) (“Cutera” or the “Company”), a leading provider of aesthetic and dermatology solutions, announced today that it received a notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on March 21, 2023 indicating that the Company is not currently in compliance with Nasdaq’s Listing Rules (the “Listing Rules”) due to the Company’s inability to timely file its Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) with the Securities and Exchange Commission (“SEC”). The Notice has no immediate effect on the listing or trading of the Company’s securities. Pursuant to Listing Rule 5250(c)(1), the Company was required to file the Form 10-K by March 16, 2023 (the “Due Date”). The Company previously reported its inability to file the Form 10-K by the Due Date in a Form 12b-25 that the Company filed with the SEC on March 16, 2023.

Nasdaq has informed the Company that, under Nasdaq rules, the Company has 60 calendar days from receipt of the Notice, or until May 22, 2023, because the 60th calendar day falls on a weekend, to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company’s plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-K (March 1, 2023, extended until March 16, 2023 pursuant to the Form 12b-25 filing), or until September 12, 2023, to regain compliance. However, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq or maintain compliance with the other continued listing requirements set forth in the Nasdaq Listing Rules. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.

The Company is working diligently to complete the Form 10-K. The Company anticipates filing the Form 10-K as promptly as practicable.

About Cutera, Inc.

Brisbane, California-based Cutera is a leading provider of aesthetic and dermatology solutions for practitioners worldwide. Since 1998, Cutera has been developing innovative, easy-to-use products that harness the power of science and nature to enable medical practitioners to offer safe and effective treatments to their patients. For more information, call +1-415-657-5500 or 1-888-4CUTERA or visit www.cutera.com.

Forward-Looking Statements

Certain statements in this press release, other than purely historical information, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the Company’s expectation on when it will file the Form 10-K. Forward-looking statements are based on management’s current, preliminary expectations and are subject to risks and uncertainties, which may cause the Company’s actual results to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to the risk that the Company is not able to file its Form 10-K in a reasonable time period, and the risk that the Company finds errors in its consolidated financial statements or additional material weaknesses in its internal control over financial reporting. The Company undertakes no obligation to update publicly any forward-looking statements to reflect new information, events, or circumstances after the date they were made, or to reflect the occurrence of unanticipated events. If the Company updates one or more forward-looking statements, no inference should be drawn that it will make additional updates concerning those or other forward-looking statements.

Greg Barker

VP, Corporate FP&A

415-657-5500

[email protected]

KEYWORDS: United States North America Canada California

INDUSTRY KEYWORDS: Health Technology Health Medical Devices

MEDIA:

Scorpio Tankers Inc. Announces Availability of 2022 Annual Report on Form 20-F

MONACO, March 24, 2023 (GLOBE NEWSWIRE) — Scorpio Tankers Inc. (NYSE: STNG) (“Scorpio Tankers” or the “Company”) announced today that its Annual Report on Form 20-F for the year ended December 31, 2022 has been filed with the Securities and Exchange Commission and can be accessed on the Company’s website www.scorpiotankers.com in the Investors section under Reports and Presentations.

Shareholders may also request a hard copy of the Annual Report, which includes the Company’s complete 2022 audited financial statements, free of charge, by contacting the Company at:

Scorpio Tankers Inc.
Attn: Investor Relations
150 E 58th Street
New York, NY 10155
Tel: +1-212-542-1616
E-mail: [email protected] 

Reports and other information regarding the Company are also available without charge at a website maintained by the U.S. Securities and Exchange Commission at http://www.sec.gov.

About Scorpio Tankers Inc.

Scorpio Tankers Inc. is a provider of marine transportation of petroleum products worldwide. Scorpio Tankers Inc. currently owns, lease finances or bareboat charters-in 113 product tankers (39 LR2 tankers, 60 MR tankers and 14 Handymax tankers) with an average age of 7.2 years. Additional information about the Company is available at the Company’s website www.scorpiotankers.com, which is not a part of this press release.

Forward-Looking Statements

Matters discussed in this press release may constitute forward‐looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward‐looking statements in order to encourage companies to provide prospective information about their business. Forward‐looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “target,” “project,” “likely,” “may,” “will,” “would,” “could” and similar expressions identify forward‐looking statements.

The forward‐looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties. Although management believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond the Company’s control, there can be no assurance that the Company will achieve or accomplish these expectations, beliefs or projections. The Company undertakes no obligation, and specifically declines any obligation, except as required by law, to publicly update or revise any forward‐looking statements, whether as a result of new information, future events or otherwise.

In addition to these important factors, other important factors that, in the Company’s view, could cause actual results to differ materially from those discussed in the forward‐looking statements include unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, length and severity of the ongoing novel coronavirus (COVID-19) outbreak, including its effect on demand for petroleum products and the transportation thereof, expansion and growth of the Company’s operations, risks relating to the integration of assets or operations of entities that it has or may in the future acquire and the possibility that the anticipated synergies and other benefits of such acquisitions may not be realized within expected timeframes or at all, the failure of counterparties to fully perform their contracts with the Company, the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand for tanker vessel capacity, changes in the Company’s operating expenses, including bunker prices, drydocking and insurance costs, the market for the Company’s vessels, availability of financing and refinancing, charter counterparty performance, ability to obtain financing and comply with covenants in such financing arrangements, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, including the impact of the conflict in Ukraine, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off‐hires, and other factors. Please see the Company’s filings with the SEC for a more complete discussion of certain of these and other risks and uncertainties.

Contact Information

Scorpio Tankers Inc.
James Doyle – Head of Corporate Development & Investor Relations
Tel: +1 646-432-1678
Email: [email protected]



Navios Maritime Partners L.P. Announces Availability of Its Form 20-F for the Year Ended December 31, 2022

MONACO, March 24, 2023 (GLOBE NEWSWIRE) — Navios Maritime Partners L.P. (“Navios Partners”) (NYSE:NMM) announced that its Annual Report on Form 20-F for the year ended December 31, 2022 has been filed with the SEC and can be accessed on Navios Partners’ website www.navios-mlp.com under the “Investors” section.

Alternatively, unitholders may also request a hard copy of the complete audited financial statements, free of charge, by contacting Navios Partners at:

Navios Maritime Partners L.P.
Attn: 20-F Request
7, Avenue de Grande Bretagne
Office 11B2
MC 98000 Monaco

Tel: +1 (212) 906 8645
Email: [email protected]

About Navios Maritime Partners L.P.

Navios Maritime Partners L.P. (NYSE: NMM) is an international owner and operator of dry cargo and tanker vessels. For more information, please visit our website at www.navios-mlp.com.

Contact

Navios Maritime Partners L.P.
+1 (212) 906 8645
[email protected]

Nicolas Bornozis
Capital Link, Inc.
[email protected]



Spire Global Receives Continued Listing Standards Notice from the NYSE

Spire Global Receives Continued Listing Standards Notice from the NYSE

VIENNA, Va.–(BUSINESS WIRE)–Spire Global, Inc. (NYSE: SPIR) (“Spire” or “the Company”), a leading global provider of space-based data, analytics and space services, was notified today by the New York Stock Exchange (“NYSE”) that the Company is not in compliance with Rule 802.01C of the NYSE’s Listed Company Manual (“Rule 802.01C”) relating to the minimum average closing price of the Company’s Class A common stock required over a consecutive 30 trading-day period. The notice does not result in the immediate delisting of the Company’s common stock from the NYSE.

The Company intends to notify the NYSE within 10 business days of its intent to regain compliance with Rule 802.01C. The Company can regain compliance at any time within the cure period if, on the last trading day of any calendar month during the cure period, the common stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. The Company intends to consider available alternatives, including, but not limited to, a reverse stock split, subject to stockholder approval at the Company’s next annual meeting of stockholders, to regain compliance.

During this time, the Company’s common stock will continue to be listed on the NYSE, subject to the Company’s compliance with other NYSE continued listing requirements.

About Spire Global, Inc.

Spire (NYSE: SPIR) is a leading global provider of space-based data, analytics and space services, offering access to unique datasets and powerful insights about Earth from the ultimate vantage point so that organizations can make decisions with confidence, accuracy, and speed. Spire uses one of the world’s largest multipurpose satellite constellations to source hard to acquire, valuable data and enriches it with predictive solutions. Spire then provides this data as a subscription to organizations around the world so they can improve business operations, decrease their environmental footprint, deploy resources for growth and competitive advantage, and mitigate risk. Spire gives commercial and government organizations the competitive advantage they seek to innovate and solve some of the world’s toughest problems with insights from space. Spire has eight offices across the U.S., Canada, UK, Luxembourg and Singapore. To learn more, visit www.spire.com.

Cautionary Note Regarding Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “shall,” “expect,” “anticipate,” “believe,” “seek,” “target,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict” or other similar expressions that predict or indicate future events or trends that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the Company’s ability to regain compliance with Rule 802.01C within the applicable cure periods. These statements are based on various assumptions, whether or not identified in this communication, and on the current expectations of the Company’s management. These forward-looking statements are not intended to serve as, and must not be relied on by an investor as, a guarantee, an assurance, or a definitive statement of fact or probability. Actual circumstances or events are difficult or impossible to predict and may differ from these forward-looking statements. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including those factors discussed under the heading “Risk Factors” in Part I, Item 1A. of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as well as other documents the company has filed or will file with the Securities and Exchange Commission. If any of these risks materialize or the Company’s assumptions prove incorrect, actual results could differ materially from the results implied in these forward-looking statements. There may be additional risks that the Company currently does not know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this communication. The Company anticipates that subsequent events and developments will cause the Company’s assessment to change. Spire undertakes no obligation, and does not intend, to update the information contained in this press release, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s assessment as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.

For Investors:

Benjamin Hackman

Head of Investor Relations

[email protected]

For Media:

Kristina Spychalski

Director of Communications

[email protected]

KEYWORDS: Virginia United States North America

INDUSTRY KEYWORDS: Research Environment Technology Finance Satellite Professional Services Aerospace Manufacturing Data Analytics Science

MEDIA:

Logo
Logo

RiverNorth Core Opportunity Fund Wins 2023 Lipper Fund Award

RiverNorth Core Opportunity Fund Wins 2023 Lipper Fund Award

Six-Time Award Winner

WEST PALM BEACH, Fla.–(BUSINESS WIRE)–
RiverNorth Capital Management, LLC (“RiverNorth”), an investment management firm specializing in opportunistic investment strategies, announced that the RiverNorth Core Opportunity Fund (NASDAQ: RNCOX) (the “Fund”), won the 2023 Lipper Fund Award for Best Alternative Global Macro Fund for the ten-year period ended November 30, 2022. This marks the sixth time the Fund has earned the award^.

The Refinitiv Lipper Fund Awards honor funds that have excelled in providing consistently strong risk-adjusted performance relative to similar funds, based on Lipper’s quantitative, proprietary methodology.

“We are honored that the RiverNorth Core Opportunity Fund has again been chosen to receive the Refinitiv Lipper Fund Award for its strong 10-year performance record,” said Patrick Galley, Chief Executive Officer and Chief Investment Officer at RiverNorth. “This recognition is especially welcome amid a challenging year where risk-assets generally underperformed. The Fund’s perseverance is a testament to both its investment strategy which is designed to capitalize on the inefficiencies within the closed-end fund market and the investment team’s unwavering commitment to provide value to our shareholders.”

RNCOX is a mutual fund focused on opportunistically investing in closed-end funds, investment company debt, exchange-traded funds, business development companies, and special purpose acquisition companies. The Fund seeks to provide investors with total return consisting of long-term capital appreciation and income through a diverse allocation to both equity and fixed income asset classes.

For more information on RiverNorth please visit us at www.rivernorth.com.

^The Lipper Fund Awards for 2015 (5-year), 2018 (10-year), 2019 (10-year), 2020 (10-year), 2022 (10-year) and 2023 (10-year) were given among 30, 19, 23, 23, 37 and 36 Alternative Global Macro Funds for the periods ending 11/30/14, 11/30/17, 11/30/18, 11/30/19, 11/30/21 and 11/30/22, respectively.

About RiverNorth

RiverNorth Capital Management, LLC is an investment management firm founded in 2000. With approximately $5.1 billion in assets under management as of February 28, 2023, RiverNorth specializes in opportunistic investment strategies in niche markets where the potential to exploit inefficiencies is greatest. RiverNorth is the investment manager to multiple registered and private funds.

About Refinitiv Lipper Fund Awards

The Refinitiv Lipper Fund Awards, granted annually, highlight funds and fund companies that have excelled in delivering consistently strong risk-adjusted performance relative to their peers. The Refinitiv Lipper Fund Awards are based on the Lipper Leader for Consistent Return rating, which is a risk-adjusted performance measure calculated over 36, 60 and 120 months. The fund with the highest Lipper Leader for Consistent Return (Effective Return) value in each eligible classification wins the Refinitiv Lipper Fund Award. For more information, see lipperfundawards.com. Although Refinitiv Lipper makes reasonable efforts to ensure the accuracy and reliability of the data contained herein, the accuracy is not guaranteed by Refinitiv Lipper. ©2023 Refinitiv. All rights reserved.

Definitions. A Business Development Company (BDC) is an organization that invests in small- and medium-sized companies as well as distressed companies. A BDC helps the small- and medium-sized firms grow in the initial stages of their development.

A Special Purpose Acquisition Company is a publicly traded company that raises a blind pool of capital through an initial public offering for the purpose of acquiring an existing company.

Investing involves risk, including the possible loss of principal. Diversification does not ensure a profit or guarantee against loss. Past performance is not a guarantee of future results.

Fund Risks. More detailed information regarding these risks can be found in the Fund’s prospectus. Borrowing Risk: borrowings increase fund expenses and are subject to repayment, possibly at inopportune times. Closed-End Fund Risk: closed-end funds are exchange traded, may trade at a discount to their net asset values and may deploy leverage. Derivatives Risk: derivatives are subject to counterparty risk. Equity Risk: equity securities may experience volatility and the value of equity securities may move in opposite directions from each other and from other equity markets generally. Convertible Security Risk: the market value of convertible securities adjusts with interest rates and the value of the underlying stock. Exchange Traded Note Risk: exchange traded notes represent unsecured debt of the issuer and may be influenced by interest rates, credit ratings of the issuer or changes in value of the reference index. Fixed Income Risk: the market value of fixed income securities adjusts with interest rates and the securities are subject to issuer default. Foreign/Emerging Market Risk: foreign securities may be subject to inefficient or volatile markets, different regulatory regimes or different tax policies. These risks may be enhanced in emerging markets. Investment Style Risk: investment strategies may come in and out of favor with investors and may underperform or outperform at times. Management Risk: there is no guarantee that the adviser’s investment decisions will produce the desired results. Large Shareholder Purchase and Redemption Risk: The Fund may experience adverse effects when certain large shareholders purchase or redeem large amounts of shares of the Fund. Market Risk: economic conditions, interest rates and political events may affect the securities markets. Preferred Stock Risk: preferred stocks generally pay dividends, but may be less liquid than common stocks, have less priority than debt instruments and may be subject to redemption by the issuer. REIT Risk: the value of REITs changes with the value of the underlying properties and changes in interest rates and are subject to additional fees. Security Risk: The value of the Fund may decrease in response to the activities and financial prospects of individual securities in the Fund’s portfolio. Short Sale Risk: short positions are speculative, are subject to transaction costs and are riskier than long positions in securities. Small-Cap Risk: small-cap companies are more susceptible to failure, are often thinly traded and have more volatile stock prices. Structured Notes Risk: because of the imbedded derivative feature, structured notes are subject to more risk than investing in a simple note or bond. Swap Risk: swap agreements are subject to counterparty default risk and may not perform as intended. Tax Risk: new federal or state governmental action could adversely affect the tax-exempt status of securities held by the Fund, resulting in higher tax liability for shareholders and potentially hurting Fund performance as well. Underlying Fund Risk: underlying funds have additional fees, may utilize leverage, may not correlate to an intended index and may trade at a discount to their net asset value.

Investors should consider the investment objective, management fees, risks, charges and expenses of the Fund carefully before investing. The Prospectus contains this and other information about the Fund. For a current Prospectus, call toll-free (888) 848-7569 or go to rivernorth.com. Please read the Prospectus carefully before you invest.

RNCOX is distributed by ALPS Distributors Inc., FINRA Member firm. RiverNorth is not affiliated with ALPS. RiverNorth® and the RN Logo are registered trademarks of RiverNorth Capital Management, LLC.

©2000-2023 RiverNorth Capital Management, LLC. All rights reserved.

RVN001655

Investor Contact

Chris Lakumb, CFA, CAIA

312.445.2336

[email protected]

KEYWORDS: Florida United States North America

INDUSTRY KEYWORDS: Other Professional Services Professional Services Finance

MEDIA:

Logo
Logo

Gainey McKenna & Egleston Investigates The Officers And Directors Of CleanSpark, Inc. (CLSK)

NEW YORK, March 24, 2023 (GLOBE NEWSWIRE) — Gainey McKenna & Egleston announces that it is investigating the officers and directors of CleanSpark, Inc. (“CleanSpark” or the “Company”) (NASDAQ: CLSK) for potential breaches of fiduciary duties, waste of corporate assets, and unjust enrichment between December 31, 2020 through January 14, 2021.

The complaint in the Securities Class Action alleges that the Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects. Specifically, Defendants failed to disclose to investors: (1) that the Company had overstated its customer and contract figures; (2) that several of the Company’s recent acquisitions involved undisclosed related party transactions; and (3) that, as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis. Recently the court denied in part Defendant’s motion to dismiss a shareholder class action lawsuit pending against CleanSpark and certain of its officers.

If you wish to discuss your rights or interests, please contact Thomas J. McKenna, Esq. or Gregory M. Egleston, Esq. of Gainey McKenna & Egleston at (212) 983-1300, or via e-mail at [email protected] or [email protected].

Please visit our website at http://www.gme-law.com for more information about the firm.



Coffee Holding Co., Inc. Receives Notice from Nasdaq Regarding Delayed Annual Report

STATEN ISLAND, New York, March 24, 2023 (GLOBE NEWSWIRE) — Coffee Holding Co., Inc. (Nasdaq: JVA) (the “Company”) today announced that it received a notice (the “Notice”) dated March 21, 2023 from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company has not yet filed its Form 10-Q for the period ended January 31, 2023 (the “Quarterly Report”) and remains delinquent in filing its Annual Report on Form 10-K for the period year October 31, 2022 (the “Annual Report” and together with the Quarterly Report, the “Delinquent Reports”) with the Securities and Exchange Commission (the “SEC”).

The Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market. The Notice states that the Company has until April 3, 2023 to submit a plan to regain compliance with the Listing Rule. If Nasdaq accepts the Company’s plan to regain compliance, then Nasdaq may grant the Company up to 180 calendar days from the prescribed due date of the Annual Report, or July 31, 2023, to file the Delinquent Reports to regain compliance.

The Company currently expects to file the Annual Report on or before March 31, 2023. Further, the Company continues to work diligently to finalize the Quarterly Report and to as promptly as possible to regain compliance with the Listing Rule.

This announcement is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.


About Coffee Holding

Coffee Holding Co., Inc. is a leading integrated wholesale coffee roaster and dealer in the United States and one of the few coffee companies that offers a broad array of coffee products across the entire spectrum of consumer tastes, preferences and price points. Coffee Holding has been a family-operated business for three generations and has remained profitable through varying cycles in the coffee industry and the economy. The Company’s private label and branded coffee products are sold throughout the United States, Canada and abroad to supermarkets, wholesalers, and individually owned and multi-unit retail customers.

Forward-Looking Statements

This press release contains a number of forward-looking statements. Words such as “expect,” “will,” “working,” “plan” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the Company’s beliefs and expectations relating to the filing of the Delinquent Reports and to the Company’s ability to regain compliance with the Nasdaq Listing Rule. These forward-looking statements are not guarantees of future results and are subject to a number of risks and uncertainties, many of which are difficult to predict and beyond the Company’s control. Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a material delay in the Company’s financial reporting, including the possibility that the Company will not be able to file the Delinquent Reports within the time period prescribed by Nasdaq, the Company’s independent auditor’s ability to finalize its review of the consolidated financial statements of the Company and the Delinquent Reports in a timely manner, the Company’s ability to respond in a timely and satisfactory manner to the inquiries by Nasdaq, the Company’s ability to regain compliance with the Nasdaq Listing Rule, the Company’s ability to become current with its reports with the SEC and other factors described more fully in the Company’s periodic filings with the SEC. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this press release, except as required by applicable law or regulation.

For further information, contact:

Coffee Holding Co., Inc.

Andrew Gordon
President & CEO
(718) 832-0800



Berkshire Grey Enters into Definitive Merger Agreement with SoftBank Group for Go-Private Transaction

BEDFORD, Mass., March 24, 2023 (GLOBE NEWSWIRE) — Berkshire Grey, Inc. (Nasdaq: BGRY), (“Berkshire Grey” or the “Company”) today announced that the Company has entered into a definitive merger agreement with SoftBank Group Corp. and its affiliate (together, “SoftBank”). Under the agreement, SoftBank will acquire all of the outstanding capital stock of the Company not currently owned by SoftBank for $1.40 per share in an all-cash transaction valued at approximately $375 million. SoftBank, a strategic investment holding company with stakes in AI, smart robotics, IoT, telecommunications, internet services, and clean energy technology providers, has been an investor in Berkshire Grey since 2019.

“After a thoughtful review of value creation opportunities available to Berkshire Grey, we are pleased to have reached this agreement with SoftBank, which we believe offers significant value to our stockholders,” said Tom Wagner, CEO of Berkshire Grey. “SoftBank is a great partner and this merger will strengthen our ability to serve customers with our disruptive AI robotics technology as they seek to become more efficient in their operations and maintain a competitive edge.”

“As a long-time partner and investor in Berkshire Grey, we have a shared vision for robotics and automation,” said Vikas J. Parekh, Managing Partner at SoftBank Investment Advisers. “Berkshire Grey is a pioneer in transformative, AI-enabled robotic technologies that address use cases in retail, eCommerce, grocery, 3PL, and package handling companies. We look forward to partnering with Berkshire Grey to accelerate their growth and deliver ongoing excellence for customers.”

The agreement, which has been unanimously approved by Berkshire Grey’s board of directors and represents a premium of approximately 24% to the closing stock price as of March 24, 2023, the last trading day prior to the date of this announcement. The transaction is not subject to a financing condition and is expected to close in the third quarter of 2023, subject to the satisfaction of customary closing conditions, including the approval of Berkshire Grey’s stockholders and regulatory approvals.

About Berkshire Grey

Berkshire Grey, Inc. (Nasdaq: BGRY) helps customers radically change the essential way they do business by delivering game-changing technology that combines AI and robotics to automate fulfillment, supply chain, and logistics operations. Berkshire Grey solutions are a fundamental engine of change that transform pick, pack, move, store, organize, and sort operations to deliver competitive advantage for enterprises serving today’s connected consumers. Berkshire Grey customers include Global 100 retailers and logistics service providers. More information is available at www.berkshiregrey.com.

Berkshire Grey and the Berkshire Grey logo are registered trademarks of Berkshire Grey. Other trademarks referenced are the property of their respective owners.

To learn more about Berkshire Grey, please visit BerkshireGrey.com and follow Berkshire Grey on FacebookLinkedInTwitter and YouTube.

About SoftBank Group

The SoftBank Group invests in breakthrough technology to improve the quality of life for people around the world. The SoftBank Group is comprised of SoftBank Group Corp. (TOKYO: 9984), an investment holding company that includes stakes in AI, smart robotics, IoT, telecommunications, internet services, and clean energy technology providers; the SoftBank Vision Funds and SoftBank Latin America Funds, which are investing more than US$160 billion to help extraordinary entrepreneurs transform industries and shape new ones. To learn more, please visit https://group.softbank/en.

Forward-Looking Statements

Certain statements contained in this communication may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including statements containing the words “will,” “predicts,” “plans,” “expects,” “anticipates,” “believes,” “goal,” “target,” “estimate,” “potential,” “may,” “might,” “could,” “see,” “seek,” “forecast,” and similar words. Forward-looking statements are based on the Company’s current plans and expectations, estimates and projections about the industry and markets in which the Company operates and the Company’s beliefs and assumptions as to the timing and outcome of future events, including the transactions described in this communication. While the Company’s management believes the assumptions underlying the forward-looking statements are reasonable, such information is necessarily subject to uncertainties and may involve certain risks and uncertainties which are, in many instances, difficult to predict and beyond the Company’s control, and which could cause actual results to differ materially from those included in or contemplated or implied by the forward-looking statements. Such risks and uncertainties include, among others: (i) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; (ii) the failure to obtain stockholder approval; (iii) the failure to obtain certain required regulatory approvals to the completion of the proposed merger (the “Merger”) or the failure to satisfy any of the other conditions to the completion of the proposed Merger; (iv) the effect of the announcement of the proposed Merger on the ability of the Company to retain and hire key personnel and maintain relationships with its key business partners and customers, and others with whom it does business, or on its operating results and businesses generally; (v) the response of the Company’s competitors to the proposed Merger; (vi) risks associated with the disruption of management’s attention from ongoing business operations due to the proposed Merger; (vii) the ability to meet expectations regarding the timing and completion of the proposed Merger; (viii) significant costs associated with the proposed Merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed Merger; (ix) potential litigation relating to the proposed Merger; (x) restrictions during the pendency of the proposed Merger that may impact the Company’s ability to pursue certain business opportunities; (xi) the outcome of any legal proceedings that may be instituted against the parties and others following announcement of the merger agreement; (xii) the completion of the convertible note financing and (xiii) the other risks, uncertainties and factors detailed in the Company’s most recent annual and quarterly reports filed with the SEC and any subsequent reports on Form 10-K, Form 10-Q or Form 8-K filed from time to time. As a result of such risks, uncertainties and factors, the Company’s actual results may differ materially from any future results, performance or achievements discussed in or implied by the forward-looking statements contained herein.

There can be no assurance that the proposed transaction will in fact be consummated. The Company cautions investors not to unduly rely on any forward-looking statements. The Company is providing the information in this communication as of this date and assumes no obligations to update the information included in this communication or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and the Company does not intend to do so.

IMPORTANT INFORMATION AND WHERE TO FIND IT

In connection with the proposed transaction between Berkshire Grey and SoftBank, Berkshire Grey will file relevant materials with the SEC, including a proxy statement, the definitive version of which will be sent or provided to Berkshire Grey stockholders. The Company and affiliates of SoftBank will jointly file a transaction statement on Schedule 13E-3. Berkshire Grey may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement or any other document which Berkshire Grey may file with the SEC or send to its stockholders in connection with the proposed Merger. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the proxy statement (when it is available), the Schedule 13E-3 (when it is available) and other documents that are filed or will be filed with the SEC by Berkshire Grey through the website maintained by the SEC at www.sec.gov, Berkshire Grey’s investor relations website at ir.berkshiregrey.com or by contacting Berkshire Grey’s investor relations department via the contacts provided below.

PARTICIPANTS IN THE SOLICITATION

Berkshire Grey and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from Berkshire Grey’s stockholders in respect of the proposed transaction and any other matters to be voted on at the special meeting. Information regarding Berkshire Grey’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in Berkshire Grey’s proxy statement for its 2022 annual meeting of stockholders, which was filed with the SEC on April 29, 2022, and will be included in the Proxy Statement (when available). Berkshire Grey stockholders may obtain additional information regarding the direct and indirect interests of the participants in the solicitation of proxies in connection with the proposed transaction, including the interests of Berkshire Grey directors and executive officers in the transaction, which may be different than those of Berkshire Grey stockholders generally, by reading the Proxy Statement and any other relevant documents that are filed or will be filed with the SEC relating to the transaction. You may obtain free copies of these documents using the sources indicated above.

Contacts:

Investors

Ian Rhoades
Sharon Merrill Associates, Inc.
[email protected]

Media

Method Communications for Berkshire Grey
[email protected] 



FCB Tops 2023 WARC Rankings for Creative Effectiveness

FCB awarded #1 Creative Agency & #1 Campaign for Effectiveness in WARC Effective 100

NEW YORK, March 24, 2023 (GLOBE NEWSWIRE) — FCB was a top performer in the 2023 WARC Rankings, earning recognition as the #1 Creative Agency for Effectiveness in the WARC Effective 100, among other distinctions. Numerous FCB campaigns were honored as well, including Michelob ULTRA’s “Contract for Change,” which ranked as the #1 Campaign for Effectiveness.

“Creative is the business and the business is creative. To separate the two does a disservice to the industry. We will continue to partner with our clients to create work that is both effective in the moment and impactful long term. FCB is honored that this Timely and Timeless approach to work is being recognized by WARC,” said Susan Credle, FCB Global Chair & Global CCO.

In the Effective 100, FCB New York was named the #1 Creative Agency for Effectiveness, joined by two additional FCB agencies, with FCB Chicago ranking #4 and FCB Toronto ranking #7, making it WARC’s top-ranked Canadian agency this year.

“Our offices are showing why brands shouldn’t have to choose between activating business today and building equity over time,” said Tyler Turnbull, FCB Global CEO. “We’re grateful to our clients for embracing creativity and believing in FCB’s mission to prove creativity as an economic multiplier for their businesses.”

Also in the Effective 100, Michelob ULTRA’s “Contract for Change,” created by FCB New York and FCB Chicago, ranked as the #1 Campaign for Effectiveness this year. The campaign, which also won the Cannes Lions 2022 Creative Effectiveness Grand Prix, was a revolutionary agreement to grow America’s 1% of organic farmland and transform over 100,000 acres of farmland to produce ingredients for Michelob ULTRA’s Pure Gold.

A total of six FCB campaigns ranked as top campaigns for effectiveness:

  • (#1) “Contract for Change” by Michelob ULTRA, FCB Chicago, FCB New York
  • (#8) “Long Term” by the Canadian Down Syndrome Society (CDSS), FCB Canada
  • (#12) “Courtside” by Michelob ULTRA, FCB New York
  • (#26) “Project Understood” by the Canadian Down Syndrome Society (CDSS), FCB Canada
  • (#55) “A Song for Every CMO” by Spotify, FCB New York
  • (#57) “Gear Up” by Bank of Montreal (BMO), FCB Canada

FCB’s success is largely attributed to the ongoing expansion and integration of global creative data and CRM capability FCB/SIX, which aims help clients break through to deliver meaningful experiences and make every media dollar count.

WARC Effective 100 results come on the heels of FCB being named the #3 Global Agency Network in the WARC Creative 100, with three FCB agencies ranking in the top 100 creative agencies and five FCB campaigns ranking in the top 100 creative campaigns. Both Creative 100 and Effective 100 are part of the annual WARC Rankings of the most awarded networks, agencies and campaigns across creative, media and effectiveness.

About FCB

FCB (Foote, Cone & Belding) is a global, award-winning and integrated marketing communications company with a heritage of creativity and success dating from 1873. Named Cannes Lions 2022 #2 Global Network, 2022 Ad Age A-List, 2022 Fast Company Most Innovative, Cannes Lions 2020/2021 Global Network of the Year, Adweek 2020 Global Agency of the Year and the #1 Global Network on The Good Report, FCB focuses on creating Never Finished campaign ideas that have the power to transform brands, businesses and communities. With more than 8,000 people in 109 operations in 80 countries, the company is part of the Interpublic Group of Companies (NYSE: IPG). Visit fcb.com or follow @FCBglobal on Instagram and Twitter and FCB Global on Facebook and LinkedIn

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/7edb9a1a-a4c9-4e9c-aa10-00e946cad4fa



Media Contact:
Titus Wouda Kuipers
+1 201-463-2858
[email protected]

OceanFirst Financial Corp. Schedules Earnings Conference Call

RED BANK, N.J., March 24, 2023 (GLOBE NEWSWIRE) — OceanFirst Financial Corp. (NASDAQ:OCFC), the holding company for OceanFirst Bank, today announced that it will issue its earnings release for the quarter ended March 31, 2023 on Thursday, April 20, 2023 after the market close. Management will then conduct a conference call at 11:00 a.m. Eastern Time, on Friday, April 21, 2023 to discuss highlights of the Company’s first quarter operating performance.

The direct dial number for the call is 1-833-470-1428, toll free, using the access code 948220. For those unable to participate in the conference call, a replay will be available. To access the replay, dial 1-866-813-9403, Access Code 264971, from one hour after the end of the call until July 20, 2023.

The conference call will also be available (listen-only) via the Internet by accessing the Company’s Web address: www.oceanfirst.com – Investor Relations. Web users should go to the site at least fifteen minutes prior to the call to register, download and install any necessary audio software. The webcast will be available for at least 90 days.

OceanFirst Financial Corp.’s subsidiary, OceanFirst Bank N.A., founded in 1902, is a $13.1 billion regional bank providing financial services throughout New Jersey and the major metropolitan markets of Philadelphia, New York, Baltimore, and Boston. OceanFirst Bank delivers commercial and residential financing, treasury management, trust and asset management, and deposit services and is one of the largest and oldest community-based financial institutions headquartered in New Jersey.

OceanFirst Financial Corp.’s press releases are available at http://www.oceanfirst.com.


Forward-Looking Statements

In addition to historical information, this news release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 which are based on certain assumptions and describe future plans, strategies and expectations of the Company. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “should,” “may,” “view,” “opportunity,” “potential,” or similar expressions or expressions of confidence. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to: changes in interest rates, general economic conditions, levels of unemployment in the Bank’s lending area, real estate market values in the Bank’s lending area, future natural disasters and increases to flood insurance premiums, the level of prepayments on loans and mortgage-backed securities, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Company’s market area and accounting principles and guidelines. These risks and uncertainties are further discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and subsequent securities filings and should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Company Contact:
Jill Hewitt
Senior Vice President
OceanFirst Financial Corp.
Tel: (732)240-4500, ext. 7513
email: [email protected]