Market Newsdesk

SAN DIEGO
, June 9, 2025 /PRNewswire/ — Robbins Geller Rudman & Dowd LLP announces that purchasers or acquirers of Fortrea Holdings Inc. (NASDAQ: FTRE) securities between July 3, 2023 and February 28, 2025, both dates inclusive (the “Class Period”), have until August 1, 2025 to seek appointment as lead plaintiff of the Fortrea class action lawsuit.  Captioned Deslande v. Fortrea Holdings Inc., No. 25-cv-04630 (S.D.N.Y.), the Fortrea class action lawsuit charges Fortrea and certain of Fortrea’s top executives with violations of the Securities Exchange Act of 1934.

If you suffered substantial losses and wish to serve as lead plaintiff of the Fortrea class action lawsuit, please provide your information here:

https://www.rgrdlaw.com/cases-fortrea-holdings-inc-class-action-lawsuit-ftre.html
 

You can also contact attorneys J.C. Sanchez or Jennifer N. Caringal of Robbins Geller by calling 800/449-4900 or via e-mail at [email protected].

CASE ALLEGATIONS: Fortrea is a global clinical research organization (“CRO”) that provides biopharmaceutical product and medical device development solutions to pharmaceutical, biotechnology, and medical device customers.  According to the complaint, in June 2023, Labcorp Holdings Inc. spun off Fortrea as a standalone, publicly traded company (the “Spin-Off”).  At the time of the Spin-Off, certain of the long-term projects in Fortrea’s portfolio remained ongoing (the “Pre-Spin Projects”).  In connection with the Spin-Off, Labcorp and Fortrea entered into several transition services agreements (the “TSAs”), pursuant to which Fortrea pays Labcorp to provide certain transitional services for a set period.

The Fortrea class action lawsuit alleges that defendants throughout the Class Period made false and/or misleading statements and/or failed to disclose that: (i) Fortrea overestimated the amount of revenue the Pre-Spin Projects were likely to contribute to Fortrea’s 2025 earnings; (ii) Fortrea overstated the cost savings it would likely achieve by exiting the TSAs; (iii) as a result, Fortrea’s previously announced EBITDA targets for 2025 were inflated; and (iv) accordingly, the viability of Fortrea’s post-Spin-Off business model, as well as its business and/or financial prospects, were overstated.

The Fortrea class action lawsuit further alleges that on September 25, 2024, Jefferies published a report downgrading Fortrea from buy to hold, citing perceived weaknesses in Fortrea’s business model as a CRO amid pressure on biotechnology funding and suggested that the cost savings Fortrea expects to achieve by exiting the TSAs are “[n]ot as [m]aterial as [o]ne [m]ight [t]hink,” stating that “IT infrastructure costs to exit the TSAs are already non-GAAPed out of adjusted EBITDA.  Thus, once TSAs are exited, [Fortrea] will just be replacing TSA costs with internal operating costs.”  On this news, the price of Fortrea stock fell more than 12%, according to the complaint.

Then, on December 6, 2024, market analyst Baird Equity Research downgraded Fortrea to neutral from outperform after Fortrea abruptly cancelled two scheduled conferences, stating that “[g]iven our ongoing concerns around the sector, [Fortrea’s] choppy history post spin, and lack of clarity on the abrupt communications course change, we cannot recommend an actionable investment (buy or sell),” according to the complaint.  The Fortrea class action lawsuit alleges that on this news, the price of Fortrea stock fell more than 8%.

Finally, on March 3, 2025, the Fortrea class action lawsuit further alleges that Fortrea announced its fourth quarter and full year 2024 financial results, disclosing that its “targeted revenue and adjusted EBITDA trajectories for 2025 [were] not in line with [its] prior expectations.”  According to the complaint, specifically, in an earnings call held that same day, Fortrea revealed that Fortrea’s Pre-Spin projects are “late in their life cycle [and] have less revenue and less profitability than expected for 2025,” that “post-spin work is not coming on fast enough to offset the pre-spin contract economics,” and that “older versus newer mix issue will continue to negatively impact [Fortrea’s] financial performance during 2025.”  On this news, the price of Fortrea stock fell more than 25%, according to the Fortrea class action lawsuit.

THE LEAD PLAINTIFF PROCESS: The Private Securities Litigation Reform Act of 1995 permits any investor who purchased or acquired Fortrea securities during the Class Period to seek appointment as lead plaintiff in the Fortrea class action lawsuit.  A lead plaintiff is generally the movant with the greatest financial interest in the relief sought by the putative class who is also typical and adequate of the putative class.  A lead plaintiff acts on behalf of all other class members in directing the Fortrea class action lawsuit.  The lead plaintiff can select a law firm of its choice to litigate the Fortrea class action lawsuit.  An investor’s ability to share in any potential future recovery is not dependent upon serving as lead plaintiff of the Fortrea class action lawsuit.

ABOUT ROBBINS GELLER: Robbins Geller Rudman & Dowd LLP is one of the world’s leading law firms representing investors in securities fraud and shareholder litigation.  Our Firm has been ranked #1 in the ISS Securities Class Action Services rankings for four out of the last five years for securing the most monetary relief for investors.  In 2024, we recovered over $2.5 billion for investors in securities-related class action cases – more than the next five law firms combined, according to ISS.  With 200 lawyers in 10 offices, Robbins Geller is one of the largest plaintiffs’ firms in the world, and the Firm’s attorneys have obtained many of the largest securities class action recoveries in history, including the largest ever – $7.2 billion – in In re Enron Corp. Sec. Litig.  Please visit the following page for more information:

https://www.rgrdlaw.com/services-litigation-securities-fraud.html

Past results do not guarantee future outcomes.
Services may be performed by attorneys in any of our offices. 

Contact:
            Robbins Geller Rudman & Dowd LLP
            J.C. Sanchez, Jennifer N. Caringal
            655 W. Broadway, Suite 1900, San Diego, CA 92101
            800-449-4900
            [email protected] 

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SOURCE Robbins Geller Rudman & Dowd LLP

PALM BEACH GARDENS, Fla.
, June 9, 2025 /PRNewswire/ — Carrier Global Corporation (NYSE: CARR), global leader in intelligent climate and energy solutions, today announced the launch of a bold new brand identity and a powerful purpose statement: “Enhancing the lives we live and the world we share.” This brand evolution reflects Carrier’s strategic transformation and commitment to driving sustainable growth, innovation and global impact.

“Just as we transformed our portfolio, we are reimagining our brand to reflect the higher-growth, higher-value, customer-driven lifecycle solutions company we are today,” said David Gitlin, Chairman and CEO, Carrier. “For more than 120 years, Carrier has been at the forefront of innovation, shaping industries and improving lives. United by purpose, driven by vision and empowered by a bold brand identity, Carrier is entering a new era of global leadership in intelligent climate and energy solutions.”

A Brand Evolution Rooted in Purpose
At the heart of this evolution is Carrier’s new tagline, “For the World We Share.” These words capture Carrier’s shared commitment to help shape a better world and its role in delivering solutions that improve the spaces where we live and work.

“Carrier’s brand transformation marks a bold new chapter — one that reflects a dynamic, forward-thinking and purpose-driven company relentlessly focused on innovation, sustainability and customer-driven solutions,” said Milena Oliveira, Senior Vice President and Chief Marketing & Communications Officer at Carrier. “‘For the World We Share‘ is more than a tagline. It expresses our deep commitment to lead with purpose, enhance lives and help shape a more sustainable future for generations to come.”

A Bold New Brand Identity
Carrier is unveiling a reimagined brand identity that embodies its strategic direction and signals evolution — modernizing how the brand looks, sounds and connects with the world. As part of this transformation, Carrier is introducing a new visual identity featuring a warm, contemporary color palette that symbolizes innovation, optimism and progress. While the iconic Carrier blue oval logo remains unchanged — a trusted emblem of industry leadership for more than a century — the updated look reinforces Carrier’s forward momentum and focus on the future of climate and energy innovation.

Bringing Carrier’s Brand to Life
Carrier is launching a new advertising campaign to bring its brand transformation to life. Aligned with the new purpose and tagline, it showcases the company’s global impact through emotionally driven, human-centric real-world stories, focusing on sustainability and innovation. The campaign spans high-profile national media channels and major streaming platforms, featuring compelling storytelling that highlights how Carrier’s intelligent solutions are improving lives and shaping a more sustainable future. It is also amplified through targeted digital advertising and Carrier’s owned channels.

To learn more about Carrier’s brand transformation and campaign — and explore its innovative climate and energy solutions, visit worldweshare.carrier.com.

Carrier. For the World We Share.

About Carrier

Carrier Global Corporation, global leader in intelligent climate and energy solutions, is committed to creating innovations that bring comfort, safety and sustainability to life. Through cutting-edge advancements in climate solutions such as temperature control, air quality and transportation, we improve lives, empower critical industries and ensure the safe transport of food, life-saving medicines and more. Since inventing modern air conditioning in 1902, we lead with purpose: enhancing the lives we live and the world we share. We continue to lead because of our world-class, inclusive workforce that puts the customer at the center of everything we do. For more information, visit corporate.carrier.com or follow Carrier on social media at @Carrier.

Carrier. For the World We Share.

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SOURCE Carrier Global Corporation

MONTREAL
, June 9, 2025 /CNW/ – Birks Group Inc. (the “Company”, “Birks Group” or “we”) (NYSE American LLC: BGI) is pleased to provide an update on its corporate activities.

All figures presented herein are in Canadian dollars.

The Company has entered into a commitment letter with SLR Credit Solutions (“SLR”), one of the Company’s current senior lenders, whereby SLR has committed to provide the Company with an additional term loan of $13.5 million subject to the satisfaction of certain conditions precedent (the “Incremental Loan”).  The Incremental Loan would bear interest at the same rate as our current term loan with SLR which is CORRA plus (i) a CORRA adjustment of 0.32% and (ii) 7.75%, and it would be repayable, in full, on December 24, 2026.  The proceeds of the Incremental Loan are to be used by the Company to fund a strategic acquisition of jewellery stores (the “Acquisition”) and to fund ordinary course working capital.  In connection with the Acquisition, the Company has entered into a share purchase agreement to acquire jewellery stores located in a Canadian province where the Company already operates. The Acquisition is subject to a number of conditions precedent, including certain third-party consents and satisfaction of other conditions and covenants customary for an acquisition of this nature.  Contemporaneously with the Incremental Loan, Mangrove Holding S.A., one of the Company’s controlling shareholders, will enter into a loan agreement with the Company to advance $3.75 million of additional indebtedness to fund our working capital requirements, at an annual interest rate of 15%, which would be repayable, in full, on December 24, 2026, subject to the satisfaction of certain conditions precedent.

The Company gives no assurance that it will be able to satisfy these conditions and consummate the proposed Acquisition, Incremental Loan and the Mangrove Holding financing on these or any terms. 

The Company continues to be actively engaged in identifying alternative transactions to continue pursuing its strategic goals including raising additional funds through public or private equity, debt financing, and the completion of strategic acquisitions or divestitures.

About Birks Group Inc.

Birks Group is a leading designer of fine jewellery and an operator of luxury jewellery, timepieces and gifts retail stores in Canada. The Company operates 18 stores under the Maison Birks brand in most major metropolitan markets in Canada, one retail location in Montreal under the Birks brand, one retail location in Montreal under the TimeVallée brand, one retail location in Calgary under the Brinkhaus brand, one retail location in Vancouver operated under the Graff brand, one location in Vancouver under the Patek Philippe brand, and three retail locations in Laval, Ottawa and Toronto under the Breitling brand. Birks was founded in 1879 and has become Canada’s premier designer and retailer of fine jewellery, timepieces and gifts. Additional information can be found on Birks’ web site, www.birks.com.

About SLR Credit Solutions

SLR Credit Solutions (f/k/a Crystal Financial), a portfolio company of SLR Investment Corp., is a leading provider of direct private credit focused on originating, underwriting, and managing asset-based financings.

Forward Looking Statements

This press release contains “forward-looking” statements regarding, among other things: (i) the ability of the Company to consummate modifications to its existing financing structure that will reduce the level of liquidity risk the Company has faced over the past several years and provide funding for investments necessary to further the Company’s strategic initiatives; and (ii) the timing of the execution of the definitive documentation giving effect to the acquisition contemplated by the Incremental Loan and the Acquisition.  Forward looking statements can be identified, for example, by their use of words such as: “plans,” “expects,” “believes,” “will,” “anticipates,” “intends,” “projects,” estimates,” “could,” “would,” “may,” “planned,” “goal,” and other words of similar meaning.  All statements that address expectations, possibilities or projections about the future and all statements in this press release other than statements of historical fact are forward-looking statements.   

Because such statements include various risks and uncertainties, actual results might differ materially from those projected in forward-looking statements.  Accordingly, the reader should not place undue reliance on forward-looking statements, and no assurance can be given that we will be able to consummate the proposed financing and acquisition arrangements upon the terms presently contemplated or at all.  Risks and uncertainties related to the proposed financing and acquisition arrangements include, but are not limited to the following: (i) we may be unable to negotiate definitive documentation giving effect to the proposed acquisition and financing; (ii) economic, political and market conditions, including the economies of Canada and the U.S., and tariffs imposed on the importation of goods into Canada, could adversely affect our ability to consummate the proposed financing and acquisition arrangements; (iii)  fluctuations in foreign exchange rates and borrowing costs and their related effect on the cost of financing could adversely affect our ability to consummate the proposed financing and acquisition arrangements; (iv) we may be unable to maintain and obtain sufficient sources of liquidity to fund our operations, to achieve planned sales, gross margin and net income, to keep costs low, to implement our business strategy, to maintain relationships with our primary vendors, to source raw materials, to mitigate fluctuations in the availability and prices of the Company’s merchandise, to compete with other jewellers, to succeed in its marketing initiatives (including with respect to Birks branded products), and to have a successful customer service program, all of which could affect our ability to obtain and consummate the proposed financing and acquisition and our ability to execute our strategic vision; (v) we may be unable to invest in and finance capital expenditures; (vi) we may be unable to maintain our listing on the NYSE American exchange or to list our shares on another national securities exchange; and (vii) our ability to continue as a going concern.

Information concerning the above and other risk factors that could cause actual results to differ materially is set forth under the captions “Risk Factors” and “Operating and Financial Review and Prospects” and elsewhere in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on July 16, 2024, as amended on July 18, 2024, and subsequent filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this statement or to reflect the occurrence of unanticipated events, except as required by law.

Company Contact:
Katia Fontana
Vice President & Chief Financial Officer
(514) 397-2592

For all press and media inquiries, please contact:
[email protected] 

SOURCE Birks Group Inc.

SINGAPORE
, June 9, 2025 /PRNewswire/ — Canaan Inc. (NASDAQ: CAN) (“Canaan” or the “Company”), an innovator in crypto mining, today announced that its chairman and chief executive officer, Nangeng Zhang, and its chief financial officer, James Jin Cheng, had purchased additional shares of the Company’s stock in the open market. Such transactions complied with the Company’s internal trading policy as well as relevant laws and regulations.

Mr. Zhang and Mr. Cheng together acquired an aggregate of 817,268 American Depositary Shares (“ADSs”) at an average price of US$0.76 per ADS. These purchases demonstrate their continued confidence in the Company’s long-term prospects.

“My share purchase underscores my belief in Canaan’s vision and the tremendous opportunities ahead,” said Nangeng Zhang, chairman and chief executive officer of Canaan. “Both James and I believe there is a significant disconnect between our current ADS price and the value we believe we can deliver in the coming years.”

About Canaan Inc.

Established in 2013, Canaan Inc. (NASDAQ: CAN), is a technology company focusing on ASIC high-performance computing chip design, chip research and development, computing equipment production, and software services. Canaan has extensive experience in chip design and streamlined production in the ASIC field. In 2013, Canaan’s founding team shipped to its customers the world’s first batch of mining machines incorporating ASIC technology in bitcoin’s history under the brand name Avalon. In 2019, Canaan completed its initial public offering on the Nasdaq Global Market. To learn more about Canaan, please visit https://www.canaan.io/.

Safe Harbor Statement

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, the business outlook and quotations from management in this announcement, as well as Canaan Inc.’s strategic and operational plans, contain forward-looking statements. Canaan Inc. may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (“SEC”) on Forms 20-F and 6-K, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Canaan Inc.’s beliefs and expectations, such as expectations with regard to revenue or mining hash rate deployment, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s goals and strategies; the Company’s future business development, the ability of the company to execute against its goals, financial condition and results of operations; the expected growth of the bitcoin industry and the price of bitcoin; the Company’s expectations regarding demand for and market acceptance of its products, especially its bitcoin mining machines; the Company’s expectations regarding maintaining and strengthening its relationships with production partners and customers; the Company’s investment plans and strategies, fluctuations in the Company’s quarterly operating results; competition in its industry; changing macroeconomic and geopolitical conditions, including evolving international trade policies and the implementation of increased tariffs, import restrictions, and retaliatory trade actions; and relevant government policies and regulations relating to the Company and cryptocurrency. Further information regarding these and other risks is included in the Company’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and Canaan Inc. does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Investor Relations Contact

Canaan Inc.
Xi Zhang
Email: [email protected]

ICR, LLC.
Robin Yang
Tel: +1 (347) 396-3281
Email: [email protected]

View original content:https://www.prnewswire.com/news-releases/canaan-inc-announces-share-purchases-by-chief-executive-officer-and-chief-financial-officer-302476367.html

SOURCE Canaan Inc.

Dynavax’s Strategy is Delivering Significant Long-Term Stockholder Value

Dynavax’s Nominees Are Vastly Superior to Deep Track’s Candidates Across Every Critical Area

Follow Recommendations of Proxy Advisory Firms ISS and Egan-Jones and Vote “FOR” All Four of Dynavax’s Director Nominees on the GOLD Proxy Card Today

EMERYVILLE, Calif.
, June 9, 2025 /PRNewswire/ — Dynavax Technologies Corporation (Nasdaq: DVAX) (“Dynavax” or the “Company”), a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines, today issued the following statement reiterating to stockholders its recommendation to vote “FOR” all four of Dynavax’s highly qualified directors standing for election – Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun – at the Company’s upcoming Annual Meeting of Stockholders on June 11, 2025 (the “2025 Annual Meeting”).

Since 2019, Dynavax has successfully executed a strategic repositioning of our business, and our refreshed Board is executing a plan that is delivering significant stockholder value. In direct contrast, Deep Track – which has no experience developing and executing corporate strategy, operations, or finance – is insistent on implementing its strip-mining plan for Dynavax, jeopardizing a strong platform with significant long-term growth opportunities for a near-term payoff of a considerably lower value. Simply put: there is no case for change, and changing course to Deep Track’s purported plan will destroy long-term value and is not in the best interests of all stockholders.

Re-electing all four of our nominees is essential to our ability to continue driving value for all stockholders. Without Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun, the Board would be deprived of essential strategic leadership, vaccine expertise, senior public biotechnology and M&A experience, as well as deep industry financial expertise – qualifications that none of Deep Track’s candidates can adequately match. Deep Track’s principal, Brett Erkman, is beholden to his own hedge fund investors – not our stockholders – and has demonstrated an inability to be open-minded. Donald Santel lacks vaccine industry experience and his public company executive experience ended ten years ago. In short, Deep Track’s nominees are far less qualified than all of our current directors.  

Make no mistake – Deep Track is attempting to gain control of Dynavax to implement its flawed plan, which would be detrimental to the long-term value we are generating for our stockholders.

Independent proxy advisory firms Institutional Shareholder Services (“ISS”) and Egan-Jones agree and recommend that stockholders support all of Dynavax’s director nominees. ISS noted that Deep Track has failed to present a compelling case for change and called attention to Deep Track’s cherry picked and highly misleading materials throughout its campaign – “There are serious concerns with the dissident’s presentation of TSR…The dissident’s attempt to suggest otherwise through a blatantly distorted TSR analysis has only diminished its credibility.”¹ Glass, Lewis & Co. (“Glass Lewis”) acknowledged the significant stockholder returns we have been generating, our differentiated capital allocation plan, and the meaningful refreshment and high caliber Board we have in place. Perhaps most importantly, Glass Lewis put a fine point on the legitimate concerns stockholders should have in electing Mr. Erkman to the Board – noting that “his fiduciary experience in a boardroom setting remains untested” and “may raise legitimate questions about Mr. Erkman’s ability to balance Deep Track’s position with the broader interests of all shareholders.”²

Here’s why we encourage you to vote for ALL four of Dynavax’s nominees:

• The strategy Dynavax has in place, and is successfully executing against, is working. We positioned HEPLISAV-B® to be the market-leading hepatitis B vaccine, and are consistently delivering record financial results, including most recently a few weeks ago when we reported Q1 2025 results, and have delivered 203% total return to stockholders over the last five years³. We are far outperforming vaccine peers, which have returned 9%, and the S&P Biotechnology Select Industry Index, which has declined 17%. This is the result of consistent operational execution, skilled business development which generated over $950 million in revenue between 2020 and 2022, and a disciplined capital allocation plan that, as of May 5, 2025, included execution of over 85% of the $200 million share repurchase program authorized in November 2024.

• The directors Dynavax needs at this time are already on the Board. The Board has been thoughtfully reshaped in recent years with new, independent directors – following the Annual Meeting, the Board will be comprised of nine directors, with six of eight independent directors having been appointed since 2020 – who bring highly specialized skillsets that are directly aligned to our long-term strategic plan. Our directors, including those up for re-election, are renowned experts in their fields within biotech and vaccines across operations, finance/capital markets, business development M&A, commercialization, R&D, public health and more. Replacing any Dynavax directors with Deep Track’s underqualified nominees would disrupt the momentum of our clearly successful long-term strategy and put stockholder value at risk.

With our 2025 Annual Meeting fast approaching on June 11, it is extremely important that you vote as soon as possible, no matter how many shares you own. We urge you to vote “FOR” all four of Dynavax’s director nominees – Brent MacGregor, Scott Myers, Lauren Silvernail and Elaine Sun – on the GOLD proxy card today.

Dynavax stockholders who need assistance in voting their shares may call the Company’s proxy solicitor, MacKenzie Partners, at 1-800-322-2885.

Advisors

Goldman Sachs & Co. LLC is serving as financial advisor to Dynavax and Cooley LLP is serving as legal counsel.

About Dynavax

Dynavax is a commercial-stage biopharmaceutical company developing and commercializing innovative vaccines to help protect the world against infectious diseases. The Company has two commercial products, HEPLISAV-B® vaccine (Hepatitis B Vaccine (Recombinant), Adjuvanted), which is approved in the U.S., the European Union and the United Kingdom for the prevention of infection caused by all known subtypes of hepatitis B virus in adults 18 years of age and older, and CpG 1018® adjuvant, currently used in HEPLISAV-B and multiple adjuvanted COVID-19 vaccines. For more information about our marketed products and development pipeline, visit www.dynavax.com.

Forward-Looking Statements

This communication contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements. Forward-looking statements can generally be identified by the use of words such as “continue,” “expect,” “will,” “plan,” “would,” and similar expressions, or the negatives thereof, or they may use future dates. Forward-looking statements made in this document include statements regarding expected contributions from our current directors, expectations regarding delivering value for our stockholders, market share and size of the market, our business strategy and long-term performance. Actual results may differ materially from those set forth in this communication due to the risks and uncertainties inherent in our business, including, the risk that circumstances surrounding or leading up to our 2025 Annual Meeting may change, risks relating to our ability to commercialize and supply HEPLISAV-B, the risks that market size or actual demand for our products may differ from our expectations, risks related to the timing of completion and results of current clinical studies, risks related to the development and pre-clinical and clinical testing of vaccines containing CpG 1018 adjuvant, and risks related to the implementation of our long-term growth objectives, as well as other risks detailed in the “Risk Factors” section of our Quarterly Report on Form 10-Q for the three months ended March 31, 2025 and any periodic filings made thereafter, as well as discussions of potential risks, uncertainties and other important factors in our other filings with the U.S. Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, are qualified in their entirety by this cautionary statement and we undertake no obligation to revise or update information herein to reflect events or circumstances in the future, even if new information becomes available. Information on Dynavax’s website at www.dynavax.com is not incorporated by reference in our current periodic reports with the SEC.

Important Additional Information and Where to Find It

On April 17, 2025, the Company filed a definitive proxy statement on Schedule 14A (the “Proxy Statement”) and form of accompanying GOLD proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with its 2025 Annual Meeting and its solicitation of proxies for the Company’s director nominees and for other matters to be voted on. The Company may also file other relevant documents with the SEC regarding its solicitation of proxies for the 2025 Annual Meeting. This communication is not a substitute for any proxy statement or other document that the Company has filed or may file with the SEC in connection with any solicitation by the Company. STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, ACCOMPANYING GOLD PROXY CARD AND OTHER RELEVANT DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a copy of the Proxy Statement, accompanying GOLD proxy card, any amendments or supplements to the Proxy Statement and any other relevant documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Company’s website at https://investors.dynavax.com/sec-filings.

Certain Information Regarding Participants

This communication is neither a solicitation of a proxy or consent nor a substitute for any proxy statement or other filings that may be made with the SEC. The Company, its directors, its director nominees and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies for the 2025 Annual Meeting. Information regarding the names of such persons and their respective direct or indirect interests in the Company, by securities holdings or otherwise, is available in the Proxy Statement, which was filed with the SEC on April 17, 2025, including in the sections captioned “Compensation Discussion and Analysis,” “Summary Compensation Table,” “Grants of Plan Based Awards,” “Outstanding Equity Awards at Fiscal Year End,” “Pay Ratio Disclosure,” “Director Compensation,” “Certain Transactions,” “Security Ownership of Certain Beneficial Owners and Management,” and “Supplemental Information Regarding Participants in the Solicitation.” To the extent that the Company’s directors and executive officers have acquired or disposed of securities holdings since the applicable “as of” date disclosed in the Proxy Statement, such transactions have been or will be reflected on Statements of Changes in Ownership of Securities on Form 4 or Initial Statements of Beneficial Ownership of Securities on Form 3 filed with the SEC. These documents are or will be available free of charge at the SEC’s website at www.sec.gov.

For Investors:

Paul Cox

[email protected]

510-665-0499

Or

MacKenzie Partners, Inc.
Bob Marese / John Bryan
Toll-Free: 1-800-322-2885
[email protected] 

For Media:

Dan Moore / Tali Epstein
[email protected] 

¹ Source: ISS report dated May 23, 2025. Permission to use quotes neither sought nor obtained.
² Source: Glass Lewis report dated June 3, 2025. Permission to use quotes neither sought nor obtained.
³ As of April 17, 2025, the date Dynavax filed its definitive proxy.

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SOURCE Dynavax Technologies

Results are from Acurx’s ongoing scientific collaboration with Leiden University Medical Center (LUMC) partially under a grant from Health Holland to further study the mechanism of action of 
DNA pol IIIC inhibitors

LUMC highlighted Acurx’s new class of promising antimicrobials, ibezapolstat and related analogues
Novel chemotype specifically targeting gram-positive bacteria through an unexploited target
Ibezapolstat ready to enter pivotal Phase 3 clinical trials for C. difficile Infection (CDI), with no cross resistance reported to date

Ibezapolstat has previously been granted FDA QIDP and Fast-Track Designations and has received SME (Small and Medium-sized Enterprise) designation by the EMA

STATEN ISLAND, N.Y., June 9, 2025 /PRNewswire/ — Acurx Pharmaceuticals, Inc. (NASDAQ: ACXP) (“Acurx” or the “Company”) is a late-stage biopharmaceutical company developing a new class of small molecule antibiotics for difficult-to-treat bacterial infections. Its lead antibiotic candidate, ibezapolstat (IBZ), is ready to advance to international pivotal Phase 3 clinical trials for treatment of patients with C. difficile infection (CDI).

The Company today announced that a presentation of a poster and an oral presentation regarding Acurx’s overall DNA pol IIIC inhibitor platform was presented at a scientific conference on May 21 by Mia Urem, PhD, from Leiden University Medical Center in the Netherlands entitled: “A Unique Inhibitor Conformation Selectively Targets the DNA Polymerase PolC of Gram-Positive Priority Pathogens“.  This scientific conference is sponsored by the Federation of American Societies for Experimental Biology and is the premier venue for the newest research and technological trends in molecular “machines” inside the human body that ensure DNA replication and expression of genes to create proteins that make up a cell. The distinctive non-planar conformation of ACX-801 and IBZ, together with high conservation of the induced binding pocket in PolC, suggests that this is a general mechanism for this class of inhibitor and is conserved in Gram-positive bacteria.

According to Dr. Wiep Klaas Smits, Associate Professor/Principal Investigator, Leiden University Medical Center: “Our findings with regards to the structural biology of DNA pol IIIC in complex with inhibitors have important implications for the development of this novel class of antibiotics to treat high priority, multi-drug resistant, gram-positive infections.”

Acurx’s Executive Chairman, Bob DeLuccia, stated: “This research outcome provides a deeper understanding of the mechanism of action and selectivity of ibezapolstat in the gut. These data will guide the rational design of new compounds with improved inhibitory activity and drug-like characteristics that will be crucial in addressing the pandemic of antimicrobial resistance.”

POSTER AND PRESENTATION ARE ON ACURX WEBSITE www.acurxpharma.com

About the Federation of American Societies for Experimental Biology
Since its inception 20 years ago, this conference has been the premier venue for the newest research and technological trends that aid in studying the molecular “machines” inside the human body. These biological elements ensure faithful DNA replication and expression of genes to create the many proteins that make up a cell. The Machines on Genes scientific conference covers all aspects that govern the central building blocks of life, DNA replication, transcription, and translation, as well as activities that impact these processes such as DNA repair, DNA editing, and RNA editing. There is special emphasis on how they work, how they interact with one another, and how they may be used as diagnostic tools or as targets for novel therapies.

About Leiden University Medical Center
Antimicrobial resistant microorganisms are a major threat to global health and pose a significant economic burden. Increasing resistance to multiple agents and resistance to so called last-resort antibiotics underscore the necessity to develop therapeutics that have a novel mode of action. DNA replication is a process that can be successfully targeted by small molecules. Ibezapolstat, an inhibitor of the replicative DNA polymerase pol IIIC from Gram-positive bacteria identified by screening library of dGTP analogues, has shown promising results for the treatment of Clostridioides difficile Infection in a recent Phase 2a clinical trial, but the molecular basis of selective inhibition is not fully characterized as no structural information is available on pol IIIC proteins from pathogens. Ongoing research project will determine the structure of pol IIIC from the multidrug-resistant organisms methicillin resistant Staphylococcus aureus (MRSA), vancomycin resistant Enterococci (VRE) and/or penicillin resistant Streptococcus pneumoniae (PRSP) in the absence and presence of lead compounds. These results will reveal the structural space of inhibitor-binding and guide the rational design of inhibitors with optimal pharmacological properties and organism-specificity that will be demonstrated by in vitro polymerase inhibition assays and in vivo minimal inhibitory concentration determination.

Leiden University was the first university to be established in the Netherlands. Its motto is praesidium libertatis – bastion of freedom.  The University wishes to create an increasingly attractive and challenging working climate for top academics and young researchers that is guided by quality and excellence. Leiden University Medical Center (LUMC) research aims to meet the highest international standards of quality and academic integrity. LUMC promotes excellent research through greater collaboration, both disciplinary and interdisciplinary; stronger positioning and greater scope for top talent; and better supervision and more support for young researchers.

The presented research was performed in part as a public-private partnership that includes the Dutch Top Sector Life Sciences and Health (‘Topconsortium voor Kennis en Innovatie’ or ‘TKI’ Life Sciences and Health) and is represented by Stichting Life Sciences Health – TKI (aka, Health~Holland). This foundation is tasked by the Dutch government to promote and stimulate public-private partnerships (PPPs) to undertake R&D projects in the life sciences. To promote such partnerships, the Minister of Economic Affairs and Climate Policy has allocated certain funds to Stichting LSH-TKI, to grant allowances to projects under the TKI-programme Life Sciences & Health. Stichting LSH-TKI has designated the Board of Directors of LUMC as delegated grantor for the PPP allowance allocated to the LUMC.

Together with Acurx Pharmaceuticals the PPP has led to the research project entitled “Bad bugs, new drugs: elucidation of the structure of DNA polymerase C of multidrug resistant bacteria in complex with novel classes of antimicrobials.” The collaboration project was co-funded by the PPS Allowance made available by Health~Holland, Top Sector Life Sciences & Health, to stimulate public-private partnerships.

Acurx previously announced that it had received positive regulatory guidance from the EMA during its Scientific Advice Procedure which confirmed that the clinical, non-clinical and CMC (Chemistry Manufacturing and Controls) information package submitted to EMA supports advancement of the ibezapolstat Phase 3 program and if the Phase 3 program is successful, supports the submission of a Marketing Authorization Application (MAA) for regulatory approval in Europe.  The information package submitted to EMA by the Company to which agreement has been reached with EMA included details on Acurx’s two planned international Phase 3 clinical trials, 1:1 randomized (designed as non-inferiority vs vancomycin), primary and secondary endpoints, sample size, statistical analysis plan and the overall registration safety database. With mutually consistent feedback from both EMA and FDA, Acurx is well positioned to commence our international Phase 3 registration program.

The primary efficacy analysis will be performed using a Modified Intent-To-Treat (mITT) population. This will result in an estimated 450 subjects in the mITT population, randomized in a 1:1 ratio to either ibezapolstat or standard- of-care vancomycin, enrolled into the initial Phase 3 trial. The trial design not only allows determination of ibezapolstat’s ability to achieve Clinical Cure of CDI as measured 2 days after 10 days of oral treatment, but also includes assessment of ibezapolstat’s potential effect on reduction of CDI recurrence in the target population. In the event non-inferiority of ibezapolstat to vancomycin is demonstrated, further analysis will be conducted to test for superiority.

About the Ibezapolstat Phase 2 Clinical Trial
The completed multicenter, open-label single-arm segment (Phase 2a) study was followed by a double-blind, randomized, active-controlled, non-inferiority, segment (Phase 2b) at 28 US clinical trial sites which together comprise the Phase 2 clinical trial. This Phase 2 clinical trial was designed to evaluate the clinical efficacy of ibezapolstat in the treatment of CDI including pharmacokinetics and microbiome changes from baseline. from study centers in the United States. In the Phase 2a trial segment,10 patients with diarrhea caused by C. difficile were treated with ibezapolstat 450 mg orally, twice daily for 10 days. All patients were followed for recurrence for 28± 2 days. Per protocol, after 10 patients of the projected 20 Phase 2a patients completed treatment (100% cured infection at End of Treatment (10 of 10).

In the Phase 2b trial segment, 32 patients with CDI were enrolled and randomized in a 1:1 ratio to either ibezapolstat 450 mg every 12 hours or vancomycin 125 mg orally every 6 hours, in each case, for 10 days and followed for 28 ± 2 days following the end of treatment for recurrence of CDI. The two treatments were identical in appearance, dosing times, and number of capsules administered to maintain the blind.

In the Phase 2b trial, the Clinical Cure rate in patients with CDI was 96% (25 out of 26 patients), based on 10 out of 10 patients (100%) in Phase 2a in the Modified Intent to Treat Population, plus 15 out of 16 (94%) patients in Phase 2b in the Per Protocol Population, who experienced Clinical Cure during treatment with ibezapolstat. 

Notably, in the combined Phase 2 trial, 100% (25 of 25) ibezapolstat-treated patients ) who had Clinical Cure at EOT) (End of Treatment) remained cured through one month after EOT, as compared to 86% (12 of 14) for the vancomycin patient group.  Ibezapolstat was well-tolerated, with no serious adverse events assessed by the blinded investigator to be drug- related. The Company is confident that based on the pooled Phase 2 ibezapolstat Clinical Cure rate of 96%, Sustained Clinical Cure Rate of 100% and the historical vancomycin Clinical Cure Rate range of 70% to 92% and a Sustained Clinical Cure historical range of 42% to 74%, we will demonstrate non-inferiority of ibezapolstat to vancomycin in Phase 3 trials, in accordance with the applicable FDA Guidance for Industry (October 2022), with favorable differentiation in both Clinical Cure and Sustained Clinical Cure.

In the Phase 2 clinical trial (both trial segments), the Company also evaluated pharmacokinetics (PK) and microbiome changes and test for anti-recurrence microbiome properties, including the change from baseline in alpha diversity and bacterial abundance, especially overgrowth of healthy gut microbiota Actinobacteria and Firmicute phylum species during and after therapy. Phase 2a data demonstrated complete eradication of colonic C. difficile by day three of treatment with ibezapolstat as well as the observed overgrowth of healthy gut microbiota, Actinobacteria and Firmicute phyla species, during and after therapy. Very importantly, emerging data show an increased concentration of secondary bile acids during and following ibezapolstat therapy which is known to correlate with colonization resistance against C. difficile. A decrease in primary bile acids and the favorable increase in the ratio of secondary-to-primary bile acids suggest that ibezapolstat may reduce the likelihood of CDI recurrence when compared to vancomycin. The company also reported positive extended clinical cure (ECC) data for ibezapolstat (IBZ), its lead antibiotic candidate, from the Company’s recently completed Phase 2b clinical trial in patients with CDI. This exploratory endpoint showed that 5 of 5 IBZ patients followed for up to three months following Clinical Cure experienced no recurrence of infection. Furthermore, ibezapolstat-treated patients showed lower concentrations of fecal primary bile acids, and higher beneficial ratio of secondary to primary bile acids than vancomycin-treated patients.

About Ibezapolstat
Ibezapolstat is the Company’s lead antibiotic candidate planning to advance to international Phase 3 clinical trials to treat patients with C. difficile infection. Ibezapolstat is a novel, orally administered antibiotic, being developed as a Gram-Positive Selective Spectrum (GPSS®) antibacterial. It is the first of a new class of DNA polymerase IIIC inhibitors under development by Acurx to treat bacterial infections. Ibezapolstat’s unique spectrum of activity, which includes C. difficile but spares other Firmicutes and the important Actinobacteria phyla, appears to contribute to the maintenance of a healthy gut microbiome.

In June 2018, ibezapolstat was designated by the U.S. Food and Drug Administration (FDA) as a Qualified Infectious Disease Product (QIDP) for the treatment of patients with CDI and will be eligible to benefit from the incentives for the development of new antibiotics established under the Generating New Antibiotic Incentives Now (GAIN) Act. In 2019, FDA granted “Fast Track” designation to ibezapolstat for the treatment of patients with CDI. The CDC has designated C. difficile as an urgent threat highlighting the need for new antibiotics to treat CDI.

About Clostridioides difficile Infection
According to the 2017 Update (published February 2018) of the Clinical Practice Guidelines for C. difficile Infection by the Infectious Diseases Society of America (IDSA) and Society or Healthcare Epidemiology of America (SHEA), CDI remains a significant medical problem in hospitals, in long-term care facilities and in the community. C. difficile is one of the most common causes of health care- associated infections in U.S. hospitals (Lessa, 2015, NEJM). Recent estimates suggest C. difficile approaches 500,000 infections annually in the U.S. and is associated with approximately 20,000 deaths annually. (Guh, 2020, NEJM. Based on internal estimates, the recurrence rate for the antibiotics currently used to treat CDI is between 20% and 40% among approximately 150,000 patients treated. We believe the annual incidence of CDI in the U.S. approaches 600,000 infections and a mortality rate of approximately 9.3%.

About the Microbiome in C. difficile Infection and Bile Acid Metabolism

C. difficile can be a normal component of the healthy gut microbiome, but when the microbiome is thrown out of balance, the C. difficile can thrive and cause an infection. After colonization with C. difficile, the organism produces and releases the main virulence factors, the two large clostridial toxins A (TcdA) and B (TcdB). (Kachrimanidou, Microorganisms 2020.) TcdA and TcdB are exotoxins that bind to human intestinal epithelial cells and are responsible for inflammation, fluid and mucous secretion, as well as damage to the intestinal mucosa. Bile acids perform many functional roles in the GI tract, with one of the most important being maintenance of a healthy microbiome by inhibiting C. difficile growth. Primary bile acids, which are secreted by the liver into the intestines, promote germination of C. difficile spores and thereby increase the risk of recurrent CDI after successful treatment of an initial episode. On the other hand, secondary bile acids, which are produced by normal gut microbiota through metabolism of primary bile acids, do not induce C. difficile sporulation and therefore protect against recurrent disease. Since ibezapolstat treatment leads to minimal disruption of the gut microbiome, bacterial production of secondary bile acids continues which may contribute to an anti-recurrence effect. Beneficial effects of bile acids include a decrease in primary bile acids and an increase in secondary bile acids in patients with CDI, which was observed in the Company’s Ph2a trial results and previously reported (Garey, CID, 2022). In the Ph2b trial, ibezapolstat-treated patients showed lower concentrations of fecal primary bile acids, and higher beneficial ratio of secondary to primary bile acids than vancomycin-treated patients.

About Acurx Pharmaceuticals, Inc.
Acurx Pharmaceuticals is a late-stage biopharmaceutical company focused on developing a new class of small molecule antibiotics for difficult-to-treat bacterial infections. The Company’s approach is to develop antibiotic candidates with a Gram-positive selective spectrum (GPSS®) that blocks the active site of the Gram-positive specific bacterial enzyme DNA polymerase IIIC (pol IIIC), inhibiting DNA replication and leading to Gram-positive bacterial cell death. Its R&D pipeline includes antibiotic product candidates that target Gram-positive bacteria, including Clostridioides difficile, methicillin- resistant Staphylococcus aureus (MRSA), vancomycin resistant Enterococcus (VRE), drug- resistant Streptococcus pneumoniae (DRSP) and B. anthracis (anthrax; a Bioterrorism Category A Threat-Level pathogen). Acurx’s lead product candidate, ibezapolstat, for the treatment of C. difficile Infection is Phase 3 ready with plans in progress to begin international clinical trials next year. The Company’s preclinical pipeline includes development of an oral product candidate for treatment of ABSSSI (Acute Bacterial Skin and Skin Structure Infections), upon which a development program for treatment of inhaled anthrax is being planned in parallel.

To learn more about Acurx Pharmaceuticals and its product pipeline, please visit www.acurxpharma.com.

Forward-Looking Statements
Any statements in this press release about our future expectations, plans and prospects, including statements regarding our strategy, future operations, prospects, plans and objectives, and other statements containing the words “believes,” “anticipates,” “plans,” “expects,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: whether ibezapolstat will benefit from the QIDP designation; whether ibezapolstat will advance through the clinical trial process on a timely basis; whether the results of the clinical trials of ibezapolstat will warrant the submission of applications for marketing approval, and if so, whether ibezapolstat will receive approval from the FDA or equivalent foreign regulatory agencies where approval is sought; whether, if ibezapolstat obtains approval, it will be successfully distributed and marketed; and other risks and uncertainties described in the Company’s annual report filed with the Securities and Exchange Commission on Form 10-K for the year ended December 31, 2024, and in the Company’s subsequent filings with the Securities and Exchange Commission. Such forward- looking statements speak only as of the date of this press release, and Acurx disclaims any intent or obligation to update these forward-looking statements to reflect events or circumstances after the date of such statements, except as may be required by law.

Investor Contact:

Acurx Pharmaceuticals, Inc.;

David P. Luci, President & CEO 

Tel: 917-533-1469;

Email: [email protected] 

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SOURCE Acurx Pharmaceuticals, Inc.

Recycles Sale Proceeds into Accretive Share Repurchases

ALISO VIEJO, Calif.
, June 9, 2025 /PRNewswire/ — Sunstone Hotel Investors, Inc. (the “Company” or “Sunstone”) (NYSE: SHO) today announced that it has completed the sale of the 252-room Hilton New Orleans St. Charles (the “Hotel”) for a gross sale price of $47 million, or approximately $187,000 per key. The sale price represents a 10.1x multiple on 2024 Hotel Adjusted EBITDAre and an 8.7% cap rate on 2024 Hotel Net Operating Income. The Company anticipates that the Hotel will require a cyclical renovation to maintain its competitive position and sustain its current level of earnings. Inclusive of the Company’s estimate of required near-term capital expenditures, the gross sale price represents a 13.4x multiple on Hotel Adjusted EBITDAre and a 6.6% cap rate on Hotel Net Operating Income for 2024. The Company will provide additional details on the sale including the impact to its previously provided 2025 outlook as part of its second quarter earnings release.  

In anticipation of the sale of the Hotel, the Company took advantage of market conditions to fully recycle the proceeds from the disposition into additional share repurchases. Year to date as of June 6, 2025, the Company has repurchased 6.8 million shares of its common stock at an average purchase price of $8.84 per share for a total repurchase amount before expenses of $60 million. Since the beginning of 2022, the Company has deployed $252 million and repurchased 25.8 million shares of its common stock, representing nearly 12% of shares outstanding at the start of the period, at an average price of $9.77 per share. The implied cash flow multiple and discount to NAV achieved by the repurchase activity represent an accretive allocation of capital and significant value creation for the Company’s shareholders.

Bryan Giglia, Chief Executive Officer, stated, “We are pleased to announce the disposition of the Hilton New Orleans St. Charles. We were able to divest the hotel at attractive pricing, eliminate near-term defensive capital expenditures and recycle the proceeds into a higher yielding investment through the repurchase of our stock at a compelling discount. New Orleans remains an attractive lodging market for group events and leisure travel, and we will continue to benefit from exposure to the city through our ownership of the well-located JW Marriott. While we maintain capacity to grow the portfolio and are evaluating hotel investment opportunities, the value we can realize through the repurchase of our stock near current levels will generally represent a more accretive allocation of capital for our shareholders. Knowing that the environment is uncertain and can change quickly, the team remains nimble and ready to pivot between capital allocation opportunities as the landscape evolves from here.”

About Sunstone Hotel Investors

Sunstone Hotel Investors, Inc. is a lodging real estate investment trust (“REIT”). Sunstone’s strategy is to create long-term stakeholder value through the acquisition, active ownership, and disposition of well-located hotel and resort real estate. For further information, please visit Sunstone’s website at www.sunstonehotels.com.

For Additional Information

Aaron Reyes

Chief Financial Officer
Sunstone Hotel Investors, Inc.
(949) 382-3018

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of federal securities laws and regulations. These forward-looking statements are identified by their use of terms and phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will” and other similar terms and phrases, including opinions, references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These risks include, but are not limited to: we own upper upscale and luxury hotels located in urban and resort destinations in an industry that is highly competitive; events beyond our control, including economic slowdowns or recessions, uncertainty in connection with certain international economic and political relationships, including political disputes and the imposition of tariffs affecting commodity costs, pandemics, natural disasters, civil unrest and terrorism; inflation may adversely affect our financial condition and results of operations; system security risks, data protection breaches, cyber-attacks and systems integration issues, including those impacting the Company’s suppliers, hotel managers or franchisors; a significant portion of our hotels are geographically concentrated so we may be disproportionately harmed by economic conditions, competition, new hotel supply, real and personal property tax rates or natural disasters in these areas of the country; we face possible risks associated with the physical and transitional effects of climate change; uninsured or underinsured losses could harm our financial condition; the operating results of some of our hotels are significantly reliant upon group and transient business generated by large corporate customers, and the loss of such customers for any reason could harm our operating results; the increased use of virtual meetings and other similar technologies could lessen the need for business-related travel, and, therefore, demand for rooms in our hotels may be adversely affected; our hotels require ongoing capital investment and we may incur significant capital expenditures in connection with acquisitions, repositionings and other improvements, some of which are mandated by applicable laws or regulations or agreements with third parties, and the costs of such renovations, repositionings or improvements, including commodity cost increases resulting from inflation or the implementation of international tariffs, and delays due to supply chain disruptions, may exceed our expectations or cause other problems; delays in the acquisition, renovation or repositioning of hotel properties may have adverse effects on our results of operations and returns to our stockholders; accounting for the acquisition of a hotel property or other entity involves assumptions and estimations to determine fair value that could differ materially from the actual results achieved in future periods; volatility in the debt and equity markets may adversely affect our ability to acquire, renovate, refinance or sell our hotels; we may pursue joint venture investments that could be adversely affected by our lack of sole decision-making authority, our reliance on a co-venturer’s financial condition and disputes between us and our co-venturer; we may be subject to unknown or contingent liabilities related to recently sold or acquired hotels, as well as hotels we may sell or acquire in the future; we may seek to acquire a portfolio of hotels or a company, which could present more risks to our business and financial results than the acquisition of a single hotel; the sale of a hotel or portfolio of hotels is typically subject to contingencies, risks and uncertainties, any of which may cause us to be unsuccessful in completing the disposition; the illiquidity of real estate investments and the lack of alternative uses of hotel properties could significantly limit our ability to respond to adverse changes in the performance of our hotels; we may issue or invest in hotel loans, including subordinated or mezzanine loans, which could involve greater risks of loss than senior loans secured by income-producing real properties; if we make or invest in mortgage loans with the intent of gaining ownership of the hotel secured by or pledged to the loan, our ability to perfect an ownership interest in the hotel is subject to the sponsor’s willingness to forfeit the property in lieu of the debt; one of our hotels is subject to a ground lease with an unaffiliated party, the termination of which by the lessor for any reason, including due to our default on the lease, could cause us to lose the ability to operate the hotel altogether and may adversely affect our results of operations; because we are a REIT, we depend on third-parties to operate our hotels; we are subject to risks associated with our operators’ employment of hotel personnel; most of our hotels operate under a brand owned by Marriott, Hyatt, Hilton, Four Seasons or Montage, and should any of these brands experience a negative event, or receive negative publicity, our operating results may be harmed; our franchisors and brand managers may adopt new policies or change existing policies which could result in increased costs that could negatively impact our hotels; future adverse litigation judgments or settlements resulting from legal proceedings could have an adverse effect on our financial condition; claims by persons regarding our properties could affect the attractiveness of our hotels or cause us to incur additional expenses; the hotel business is seasonal and seasonal variations in business volume at our hotels will cause quarterly fluctuations in our revenue and operating results; changes in the debt and equity markets may adversely affect the value of our hotels; certain of our hotels have in the past become impaired and additional hotels may become impaired in the future; laws and governmental regulations may restrict the ways in which we use our hotel properties and increase the cost of compliance with such regulations, and noncompliance with such regulations could subject us to penalties, loss of value of our properties or civil damages; corporate responsibility, specifically related to environmental sustainability, social responsibility and corporate governance, or ESG, factors and commitments, may impose additional costs and expose us to new risks that could adversely affect our results of operations, financial condition and cash flows; our franchisors and brand managers may require us to make capital expenditures pursuant to property improvement plans or to comply with brand standards; termination of any of our franchise, management or operating lease agreements could cause us to lose business; the growth of alternative reservation channels could adversely affect our business and profitability; the failure of tenants in our hotels to make rent payments or otherwise comply with the material terms of our retail and restaurant leases may adversely affect our results of operations; we rely on our corporate and hotel senior management teams, the loss of whom may cause us to incur costs and harm our business; we could be harmed by inadvertent errors, misconduct or fraud that is difficult to detect; if we fail to maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results or identify and prevent fraud; we have outstanding debt which may restrict our financial flexibility; our debt agreements contain various covenants, restrictions, requirements and other limitations, and should we default, we may be required to pay additional fees, provide additional security or repay the debt; defaulting on existing debt may limit our ability to access additional debt financing in the future; certain of our unsecured term loans are subject to variable interest rates, which creates uncertainty in the amount of interest expense we will incur in the future and may negatively impact our operating results; we may not be able to refinance our debt on favorable terms or at all; our stock repurchase program may not enhance long-term stockholder value, could cause volatility in the price of our common and preferred stock and could diminish our cash reserves; and other risks and uncertainties associated with the Company’s business described in its filings with the Securities and Exchange Commission. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. All forward-looking information provided herein is as of the date of this release, and the Company undertakes no obligation to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations.

This release should be read together with the consolidated financial statements and notes thereto included in our most recent reports on Form 10-K and Form 10-Q. Copies of these reports are available on our website at www.sunstonehotels.com and through the SEC’s Electronic Data Gathering Analysis and Retrieval System (“EDGAR”) at www.sec.gov.

Non-GAAP Financial Measures

We present the following non-GAAP financial measures that we believe are useful to investors as key supplemental measures of our operating performance: hotel earnings before interest expense, taxes, depreciation and amortization for real estate, adjusted as discussed below, or Hotel Adjusted EBITDAre; and Hotel Net Operating Income. These measures should not be considered in isolation or as a substitute for measures of performance in accordance with GAAP. In addition, our calculation of these measures may not be comparable to other companies that do not define such terms exactly the same as the Company. These non-GAAP measures are used in addition to and in conjunction with results presented in accordance with GAAP. They should not be considered as alternatives to net income (loss), cash flow from operations, or any other operating performance measure prescribed by GAAP. These non-GAAP financial measures reflect additional ways of viewing our operations that we believe, when viewed with our GAAP results and the reconciliations to the corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting our business than could be obtained absent this disclosure. We strongly encourage investors to review our financial information in its entirety and not to rely on a single financial measure.

We present EBITDAre in accordance with guidelines established by the National Association of Real Estate Investment Trusts (“Nareit”), as defined in its September 2017 white paper “Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate.” We believe EBITDAre is a useful performance measure to help investors evaluate and compare the results of our operations from period to period in comparison to our peers. Nareit defines EBITDAre as net income (calculated in accordance with GAAP) plus interest expense, income tax expense, depreciation and amortization, gains or losses on the disposition of depreciated property (including gains or losses on change in control), impairment write-downs of depreciated property and of investments in unconsolidated affiliates caused by a decrease in the value of depreciated property in the affiliate, and adjustments to reflect the entity’s share of EBITDAre of unconsolidated affiliates.

We make additional adjustments to EBITDAre when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful information to investors regarding our operating performance, and that the presentation of Hotel Adjusted EBITDAre, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s complete understanding of our operating performance. In addition, we use both EBITDAre and Adjusted EBITDAre as measures in determining the value of hotel acquisitions and dispositions.

We adjust EBITDAre for the following items, which may occur in any period, and refer to this measure as Adjusted EBITDAre:

• Amortization of deferred stock compensation: we exclude the noncash expense incurred with the amortization of deferred stock compensation as this expense is based on historical stock prices at the date of grant to our corporate employees and does not reflect the underlying performance of our hotels.
• Amortization of contract intangibles: we exclude the noncash amortization of any favorable or unfavorable contract intangibles recorded in conjunction with our hotel acquisitions. We exclude the noncash amortization of contract intangibles because it is based on historical cost accounting and is of lesser significance in evaluating our actual performance for the current period.
• Amortization of right-of-use assets and obligations; we exclude the amortization of our right-of-use assets and related lease obligations, as these expenses are based on historical cost accounting and do not reflect the actual rent amounts due to the respective lessors or the underlying performance of our hotels.
• Gains or losses from debt transactions: we exclude the effect of finance charges and premiums associated with the extinguishment of debt, including the acceleration of deferred financing costs from the original issuance of the debt being redeemed or retired because, like interest expense, their removal helps investors evaluate and compare the results of our operations from period to period by removing the impact of our capital structure.
• Other adjustments: we exclude other adjustments that we believe are outside the ordinary course of business because we do not believe these costs reflect our actual performance for the period and/or the ongoing operations of our hotels. Such items may include: lawsuit settlement costs; the write-off of development costs associated with abandoned projects; property-level restructuring, severance, and management transition costs; pre-opening costs associated with extensive renovation projects such as the work being performed at Andaz Miami Beach; debt resolution costs; lease terminations; property insurance restoration proceeds or uninsured losses; and other nonrecurring identified adjustments.

Hotel Adjusted EBITDAre and Hotel Net Operating Income Reconciliations

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SOURCE Sunstone Hotel Investors, Inc.