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Successful signing of Note Purchase Agreement relating to $40 million notes issuance under the Lock-Up Agreement dated March 27, 2021

LONDON, May 13, 2021 (GLOBE NEWSWIRE) — Ferroglobe PLC (NASDAQ: GSM) (the “Company”) refers to the Company’s release on March 28, 2021 regarding the lock-up agreement dated March 27, 2021 (the “Lock-Up Agreement”) between the Company and certain financial stakeholders.

The Company is pleased to announce that on May 12, 2021 Ferroglobe Finance Company, PLC (a new, indirect subsidiary of the Company) entered into a Note Purchase Agreement with the members of the “Ad Hoc Group” relating to the issuance of an initial $40 million of aggregate $60 million new senior secured notes (the “New $60 million Notes”). The $40 million new senior secured notes are expected to be issued early next week.

In accordance with the terms of the transaction set out in the Lock-Up Agreement, all holders of the existing 9.375% Senior Notes due 2022 (the “2022 Senior Notes”) will have the right to subscribe for a pro rata share of the New $60 million Notes. Details of this process will be communicated to holders in due course.

The Company thanks its stakeholders for their continued support of the transaction and looks forward to completing the further steps of the transaction over the coming weeks.

Next Steps

Holders of the 2022 Senior Notes that have not yet signed the Lock-Up Agreement may contact the Information Agent at [email protected] to access further information relating to the transaction and for details of how to accede to the Lock-Up Agreement.

Noteholders may still become eligible for the 0.5% Late Cash Consent Fee by signing the Lock-Up Agreement and holding 2022 Senior Notes that became locked-up notes on or prior to the date on which the solicitation period of the exchange offer ends, and the 1.75% Exchange Offer Equity Fee by participating in the exchange offer

About Ferroglobe

Ferroglobe is one of the world’s leading suppliers of silicon metal, silicon-based and manganese-based specialty alloys and ferroalloys, serving a customer base across the globe in dynamic and fast-growing end markets, such as solar, automotive, consumer products, construction and energy. For more information, visit http://investor.ferroglobe.com.

Forward-Looking
Statements

This release contains “forward-looking statements” within the meaning of U.S. securities laws. Forward-looking statements are not historical facts but are based on certain assumptions of management and describe Ferroglobe’s future plans, strategies and expectations. Forward-looking statements often use forward-looking terminology, including words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “forecast”, “guidance”, “intends”, “likely”, “may”, “plan”, “potential”, “predicts”, “seek”, “will” and words of similar meaning or the negative thereof.

Forward-looking statements contained in this press release are based on information currently available to Ferroglobe and assumptions that management believe to be reasonable but are inherently uncertain. As a result, Ferroglobe’s actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements, which are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond Ferroglobe’s control.

All information in this press release is as of the date of its release. Ferroglobe does not undertake any obligation to update publicly any of the forward-looking statements contained herein to reflect new information, events or circumstances arising after the date of this press release. You should not place undue reliance on any forward-looking statements, which are made only as of the date of this press release.

No offer

This press release is not an offer to sell or a solicitation of an offer to buy or exchange or acquire securities in the United States or in any other jurisdiction. The securities referenced in this press release may not be offered, sold, exchanged or delivered in the United States absent registration or an applicable exemption from the registration requirement under the U.S. Securities Act of 1933, as amended. This press release is not directed at, or intended for distribution, publication, availability to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction, where such distribution, publication, availability or use would be contrary to law or regulation, or which would require any registration or licensing within such jurisdiction.

Summary only

This press release is intended as a summary only, and holders of 2022 Senior Notes should refer to the additional details of the terms of the New $40m Equity, the New $60 million Notes and the Reinstated $350m Notes set forth in the Company’s press release on March 28, 2021, and the detailed terms set out in the Lock-Up Agreement.

INVESTOR CONTACT:

Gaurav Mehta
Executive Vice President – Investor Relations
[email protected]

MEDIA CONTACT:

Cristina Feliu Roig
Executive Director – Communications & Public Affairs
[email protected]



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Astra CFO to Participate in Upcoming Virtual Investor Event

Astra CFO to Participate in Upcoming Virtual Investor Event

ALAMEDA, Calif.–(BUSINESS WIRE)–
Astra Space Inc. (“Astra”), the fastest privately-funded company in history to demonstrate orbital launch capability, today announced that Kelyn Brannon, CFO, will participate in the Susquehanna Space Industry Conference. Astra and Holicity Inc. (Nasdaq: HOL), a publicly-traded special purchase acquisition company, announced a proposed business combination on February 2, 2021. The transaction is expected to be completed in the second quarter of 2021.

  • Susquehanna Space Industry Conference

    Presentation: Wednesday, May 19, 10:00 a.m. ET (7:00 a.m. PT)

A Live Webcast, as well as replay, will be available on the Company’s investor relations website at https://astra.com/investors/

About Astra

Astra Space Inc. was founded in October 2016 with the mission of launching a new generation of space services to improve life on Earth.

About Holicity

Holicity Inc. (Nasdaq: HOL). is a special purpose acquisition company (“SPAC”) sponsored by Pendrell Holicity Holdings Corporation, which is a subsidiary of Pendrell Corporation, a permanent capital vehicle whose controlling shareholder is Mr. Craig O. McCaw. Completion of the proposed transaction is subject to approval of Holicity’s stockholders and other customary closing conditions, including a registration statement being declared effective by the Securities and Exchange Commission (“SEC”).

Additional information about the proposed transaction, including a copy of the Business Combination Agreement and the investor presentation, has been filed with the SEC on a Current Report on Form 8-K and is available at www.sec.gov and on Astra’s website at astra.com/investors. Holicity will file a registration statement (which will contain a proxy statement/prospectus) with the SEC in connection with the proposed transaction.

Important Information about the Business Combination and Where to Find It

In connection with the Proposed Transaction contemplated by the Business Combination Agreement (the “Proposed Transaction”), Holicity will file a registration statement on Form S-4 (the “Registration Statement”) with the SEC that will include a proxy statement/prospectus, and will file other documents with the SEC regarding the Proposed Transaction. A definitive proxy statement/prospectus and other relevant documents will be sent to the stockholders of Holicity seeking stockholder approval of the Proposed Transaction and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. HOLICITY’S STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WHICH FORMS A PART OF THE REGISTRATION STATEMENT, AS WELL AS ANY AMENDMENTS THERETO, AND THE EFFECTIVE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH HOLICITY’S SOLICITATION OF PROXIES FOR HOLICITY’S SPECIAL MEETING OF STOCKHOLDERS TO APPROVE THE TRANSACTIONS CONTEMPLATED BY THE BUSINESS COMBINATION AGREEMENT (THE “SPECIAL MEETING”), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. When available, the definitive proxy statement/prospectus will be mailed to Holicity’s stockholders as of a record date to be established for voting on the Proposed Transaction and the other matters to be voted upon at the Special Meeting. Holicity’s stockholders will also be able to obtain copies of the proxy statement/prospectus, and all other relevant documents filed or that will be filed with the SEC in connection with the Proposed Transaction, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Holicity Inc., 2300 Carillon Point, Kirkland, WA 98033; Telephone: (435) 278-7100.

Participants in the Solicitation

Holicity, Astra and certain of their respective directors, executive officers and other members of management and employees may be deemed participants in the solicitation of proxies of Holicity’s stockholders in connection with the Proposed Transaction. HOLICITY’S STOCKHOLDERS AND OTHER INTERESTED PERSONS MAY OBTAIN, WITHOUT CHARGE, MORE DETAILED INFORMATION REGARDING THE DIRECTORS AND OFFICERS OF HOLICITY IN ITS PROSPECTUS DATED AUGUST 4, 2020, WHICH WAS FILED WITH THE SEC ON AUGUST 6, 2020. INFORMATION REGARDING THE PERSONS WHO MAY, UNDER SEC RULES, BE DEEMED PARTICIPANTS IN THE SOLICITATION OF PROXIES TO HOLICITY’S STOCKHOLDERS IN CONNECTION WITH THE PROPOSED TRANSACTION AND OTHER MATTERS TO BE VOTED AT THE SPECIAL MEETING WILL BE SET FORTH IN THE REGISTRATION STATEMENT FOR THE PROPOSED TRANSACTION WHEN AVAILABLE. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Proposed Transaction will be contained in the Registration Statement.

Forward Looking Statements

This press release includes “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Holicity’s or Astra’s expectations with respect to future performance and anticipated financial impacts of the proposed business combination, the satisfaction of the closing conditions to the proposed business combination and the timing of the completion of the proposed business combination. These forward-looking statements are based on Holicity’s or Astra’s management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.

These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Holicity’s or Astra’s management’s control, that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that the approval of the stockholders of Holicity or Astra is not obtained; failure to realize the anticipated benefits of the proposed business combination; risks relating to the uncertainty of the projected financial information with respect to Astra; risks related to the ability of customers to cancel contracts for convenience; risks related to the rollout of Astra’s business and the timing of expected business milestones; the effects of competition on Astra’s future business; level of product service or product or launch failures that could lead customers to use competitors’ services; developments and changes in laws and regulations, including increased regulation of the space transportation industry; the impact of significant investigative, regulatory or legal proceedings; the amount of redemption requests made by Holicity’s public stockholders; the ability of Holicity or the combined company to issue equity or equity-linked securities in connection with the proposed business combination or in the future; and other risks and uncertainties indicated from time to time in the definitive proxy statement/prospectus relating to the proposed business combination, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by Holicity.

You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Forward-looking statements included in this press release speak only as of the date of this press release. Except as required by law, neither Holicity nor Astra undertakes any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this release. Additional risks and uncertainties are identified and discussed in Holicity’s reports filed with the SEC and available at the SEC’s website at http://www.sec.gov.

No Offer or Solicitation

This press release is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Proposed Transaction or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Investors

Dane Lewis and Carolyn Bass

[email protected]

Media

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Air Transport Aerospace Manufacturing

MEDIA:

Posted on

Byrna Technologies Acquires Mission Less Lethal Assets

PR Newswire


Gains Access to Extensive IP Portfolio for Less-Lethal Application

ANDOVER, Mass., May 13, 2021 /PRNewswire/ — Byrna Technologies Inc. (“Byrna” or “the Company”) (Nasdaq: BYRN) (CSE: BYRN) today announced that it has acquired the assets of Mission Less Lethal (“Mission”), one of the leading U.S. manufacturers of .68 caliber, shoulder-fired non-lethal launchers for law enforcement and other security professionals (both domestically and internationally), from Kore (US) Outdoor Inc. (“Kore”).  Kore is a recognized global leader in the design, development, manufacture and sale of .68 caliber launchers for the paintball industry.

In addition to acquiring Kore’s non-lethal business operations and product line, which includes the MLR, Mission 4, TPR and TCR (Tactical Compact Rifle) launchers, Byrna has acquired Mission’s customer list, order book and other valuable IP assets, including the exclusive right to use the key patents and intellectual property underpinning the acquired suite of products. Byrna funded the acquisition with cash on hand.  Terms of the transaction were not disclosed. 

“Mission Less Lethal represents a highly strategic tuck-in acquisition for Byrna,” stated Bryan Ganz, CEO of Byrna.  “Mission’s technology is second to none and its products are best-in-class.  In addition, its product line and customer base are very complementary to our own.  While Byrna’s primary focus has been the consumer market, Mission’s primary focus has been security professionals including private security, law enforcement and prisons (both domestically and abroad).  Likewise, from a product perspective, Byrna has focused on the design, development and manufacture of hand-held, pistol type non-lethal devices, while Mission has focused on the design, development and sale of non-lethal rifles including their semi-automatic and fully automatic shoulder fired launchers such as the MLR, TCR and Mission 4.  These launchers, with their patented feed systems are capable of firing up to 180 rounds per minute.”

“With the acquisition of the Mission product line and its unrivaled suite of IP for non-lethal applications, we believe Byrna will be incredibly well positioned to make significant inroads into the law enforcement, private security and school safety markets.  At the same time, we believe Mission’s signature product, the TCR, which is powered by readily available 12-gram CO2 canisters and does not require an external air tank, will have broad crossover appeal to the more than 120,000 members of Byrna Nation.”  

Mr. Ganz continued, “We believe the Kore patents, combined with Byrna’s already extensive IP portfolio, will allow our R&D team to develop a number of exciting, new, non-lethal Byrna products for both the consumer and law enforcement markets in the months and years to come, including a pump action launcher (PAL) capable of firing Byrna’s patented .68 caliber tail fin projectile (see image), which is accurate at more than 150 feet.  In addition to the existing technology underpinning Mission’s product line, under the terms of the agreement, Byrna has a right of first refusal for the non-lethal application of any newly developed Kore IP.  In the coming weeks and months we look forward to sharing further details about this attractive and highly strategic acquisition, including when the consumer version of the Tactical Compact Rifle (TCR) will be released to the market.” 

About Byrna Technologies Inc.
Byrna is a technology company, specializing in the development, manufacture, and sale of innovative non-lethal personal security solutions.  For more information on the Company, please visit the corporate website here or the Company’s investor relations site here. The Company is the manufacturer of the Byrna® HD personal security device, a state of the art handheld CO2 powered launcher designed to provide a non-lethal alternative to a firearm for the consumer, private security, and law enforcement markets. To purchase Byrna products visit the Company’s e-commerce store.

Forward Looking Information
This news release contains “forward-looking statements” within the meaning of the U.S. and Canadian securities laws. All statements contained in this news release, other than statements of current and historical fact, are forward-looking. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “projects”, “intends”, “anticipates” and “believes” and statements that certain actions, events or results “may”, “could”, “would”, “should”, “might”, “occur” or “be achieved” or “will be taken.” Forward-looking statements include descriptions of currently occurring matters which may continue in the future. Forward-looking statements in this news release include but are not limited to the ability of the acquisition of Mission Less Lethal’s assets to help the Company access domestic and international markets, the appeal of the Mission Less Lethal Compact Tactical Rifle to the Company’s existing customer base, the potential growth opportunity provided by the transaction, the potential for developing new products using Mission Less Lethal’s intellectual property, and anticipated further disclosures related to the acquisition. Forward-looking statements are based on, among other things, opinions, assumptions, estimates and analyses that, while considered reasonable by the Company at the date the forward-looking information is provided, inherently are subject to significant risks, uncertainties, contingencies and other factors that may cause actual results and events to be materially different from those expressed or implied.

Any number of risk factors could affect anticipated events and outcomes and cause them to differ materially from those expressed or implied by the forward-looking statements in this news release, including, but not limited to production or supply chain issues or pandemic related delays or constraints that delay or interfere with the production or sale of Mission products by Byrna, the integration of the Mission business, the cross-selling appeal of Mission products to our customer base, the response of Mission’s customer base to existing and future Byrna products, and  utility of the Mission IP to products in development and development and sale of future products,  the Company’s ability to bring new products to market that  have not yet been fully developed, marketed or proven to be  commercially viable, and the utility of the Mission customer list and  products in development and sale of new products and new sales channels. The order in which these factors appear should not be construed to indicate their relative importance or priority. We caution that all risks cannot be anticipated and any list of risks may not be exhaustive, accordingly, any forward-looking statements contained herein should not be relied upon as a prediction of actual results.  Investors should carefully consider these and other relevant factors, including those risk factors in Part I, Item 1A in our most recent Form 10-K and subsequent filings with the Securities and Exchange Commission (“SEC”), and should not place undue reliance on forward-looking information. The Company assumes no obligation to update or revise any forward-looking information, except as required by applicable law.

 

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/byrna-technologies-acquires-mission-less-lethal-assets-301290960.html

SOURCE Byrna Technologies Inc.

Posted on

Pulse Biosciences® Presents Clinical Study Results of Nano-Pulse Stimulation™ Technology to Clear Benign Lesions at the American Society for Laser Medicine and Surgery (ASLMS) 2021 Virtual Annual Conference

Pulse Biosciences® Presents Clinical Study Results of Nano-Pulse Stimulation™ Technology to Clear Benign Lesions at the American Society for Laser Medicine and Surgery (ASLMS) 2021 Virtual Annual Conference

~ Pulse Biosciences’ CellFX System powered by NPS technology will be featured during four oral presentations of clinical studies conducted in Sebaceous Hyperplasia, Common Cutaneous Warts, Back Acne and Common Nevi (Moles) at the premier international meeting in the field of energy-based technologies attended by top dermatologists and other skin specialists

HAYWARD, Calif.–(BUSINESS WIRE)–
Pulse Biosciences, Inc. (Nasdaq: PLSE), a novel bioelectric medicine company introducing the CellFX System powered by Nano-Pulse Stimulation™ (NPS™) technology, today announced the podium presentation of four clinical studies of NPS technology at the American Society for Laser Medicine and Surgery (ASLMS) Virtual Annual Meeting taking place on May 15-16, 2021. Recent results will be presented on the use of CellFX’s non-thermal, cellular-specific NPS technology in clinical feasibility and optimization studies designed to address a variety of challenging benign skin lesions.

Nano-Pulse Stimulation (NPS) technology delivers nano-second pulses of electrical energy to non-thermally clear cells while sparing adjacent non-cellular tissue, which is largely comprised of collagen. The distinct advantages of the NPS mechanism have the potential to improve clinical and aesthetic outcomes by clearing benign lesions where important treatment gaps exist.

Abstracts demonstrating the ability of NPS technology to clear Back Acne, Common Nevi (Moles), Sebaceous Hyperplasia (SH) and Cutaneous Warts will be presented by dermatologic surgeons Dr. Bruce Katz of New York, NY; Dr. Joel Cohen of Denver, CO; Dr. Suzanne Kilmer of Sacramento, CA; and Dr. Ted Lain of Austin, TX, respectively.

Dr. Bruce Katz, Director of JUVA Skin & Laser Center and Clinical Professor of Dermatology at The Icahn School of Medicine at Mount Sinai, New York City, commented, “I am excited that the results from our feasibility study to clear back acne further support the promising efficacy of NPS’ cellular mechanism on the sebaceous glands that contribute to acne eruptions. We were also intrigued to observe a potential effect of acne lesion reduction beyond the treated skin areas, which is encouraging.”

“We are proud to have four abstracts accepted for oral presentation at this prestigious global meeting and applaud our investigators whose rigorous scientific studies provide clinical evidence of the differentiated benefits and broad applicability of NPS technology,” said Ed Ebbers, Executive Vice President and General Manager, Dermatology for Pulse Biosciences. “Their vital learnings are crucial not only to advancing our CellFX procedure in real-world clinical practice with the dermatology thought-leaders currently participating in our controlled commercial launch, but also to expanding interest in NPS technology among the next wave of early adopters.”

NPS Technology Presentations Schedule

“Multi-Center Study of Nano-Pulse Stimulation (NPS) Technology for the Treatment of Moderate-to-Severe Acne Vulgaris of the Back: A Feasibility Study” by Bruce Katz, MD [11:18-11-23 a.m. CT, Sunday, May 16]

  • Results demonstrate NPS procedure’s ability to treat moderate-to-severe back acne
  • Potential regional effect, extending to acne lesions outside NPS-treated skin areas

“A Feasibility Study of Non-Thermal Nano-Pulse Stimulation (NPS) Technology for Treating Common Nevi” by Joel Cohen, MD [11:23-11:28 a.m. CT, Sunday, May 16]

  • Data suggest NPS procedure may be effective for treating common nevus lesions.
  • Junctional nevi may have better single-treatment clearance, and compound/ intradermal nevi may require an additional NPS session.

“Lower Energy Settings with Nano-Pulse Stimulation (NPS) Procedure to Treat Sebaceous Hyperplasia Yield High Efficacy and Superior Skin Recovery” by Suzanne Kilmer, MD [11:28-11:33 a.m. CT, Sunday May 16]

  • Validates NPS procedure for treating sebaceous hyperplasia
  • High efficacy was achieved with greatly reduced energy settings
  • Single NPS procedure with lowest setting cleared majority of lesions with low rates of transient skin effects.

“Non-Thermal Nano-Pulse Stimulation (NPS) Procedure for Treating Cutaneous, Non-Genital Warts Shows High Clearance Efficacy with a Single Session” by Ted Lain, MD [11:33-11:38 a.m. CT, Sunday, May 16]

  • Applicability of NPS procedure to treat non-genital warts
  • Overall complete clearance rate for common warts was 75%
  • A majority (81%) of common warts completely cleared using a single session, including recalcitrant warts

A live discussion on NPS technology with the presenting authors will also take place from 11:38-11:43 am CT. Content will be available to registered participants live on the ASLMS website during the conference and on-demand for 60 days after the conference.

About Pulse Biosciences®

Pulse Biosciences is a novel bioelectric medicine company committed to health innovation that has the potential to improve the quality of life for patients. The CellFX® System is the first commercial product to harness the distinctive advantages of the Company’s proprietary Nano-Pulse Stimulation™ (NPS™) technology, such as the ability to non-thermally clear cells while sparing non-cellular tissue, to treat a variety of applications for which an optimal solution remains unfulfilled. Nano-Pulse Stimulation technology delivers nano-second pulses of electrical energy. The initial commercial use of the CellFX System is to address a range of dermatologic conditions that share high demand among patients and practitioners for improved dermatologic outcomes. Designed as a multi-application platform, the CellFX System offers customer value with a utilization-based revenue model.

To stay informed about the CellFX System, please visit CellFX.com and sign-up for updates. ASLMS registrants may also visit the Pulse Biosciences virtual exhibit booth in the ASLMS Innovations Center on May 15 – 16, 2021.

Pulse Biosciences, CellFX, Nano-Pulse Stimulation, NPS and the stylized logos are among the trademarks and/or registered trademarks of Pulse Biosciences, Inc. in the United States and other countries.

Forward-Looking Statements

All statements in this press release that are not historical are forward-looking statements, including, among other things, statements relating to Pulse Biosciences’ expectations regarding the benefits of the Company’s Controlled Launch program and commercialization of the CellFX System, including the timing for onboarding KOLs, regulatory clearance and the timing of FDA, Health Canada and other regulatory filings or approvals, including the ability of the Company to successfully complete a 510(k) submission for the CellFX System for other dermatologic indications, NPS technology including the effectiveness of such technology, the CellFX System including the benefits of the CellFX System, current and planned future clinical studies, the timing for completion of such studies, and the ability of the Company to execute such studies and the results of any such studies, other matters related to its pipeline of product candidates, the Company’s market opportunity and commercial launch plans, including the market for aesthetic dermatologic procedures and the willingness of consumers to pay premium out-of-pocket fees for treatments, and expectations regarding adoption of the CellFX System, additional applications of the CellFX System outside of aesthetic dermatology, future financial performance, the impact of COVID-19 and other future events. These statements are not historical facts but rather are based on Pulse Biosciences’ current expectations, estimates, and projections regarding Pulse Biosciences’ business, operations and other similar or related factors. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” and other similar or related expressions are used to identify these forward-looking statements, although not all forward-looking statements contain these words. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some cases, beyond Pulse Biosciences’ control. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described in Pulse Biosciences’ filings with the Securities and Exchange Commission. Pulse Biosciences undertakes no obligation to revise or update information in this release to reflect events or circumstances in the future, even if new information becomes available.

EDITOR’S NOTE: Pulse Bioscienceswill host a virtual exhibit booth at the ASLMS meeting where attendees may speak with CellFX representatives via chat and/or by scheduling one-on-one appointments in advance and during the conference via the online SmartMatch program.

Investors:

Pulse Biosciences

Sandra Gardiner, EVP and CFO

510.241.1077

[email protected]

or

Gilmartin Group

Philip Trip Taylor

415.937.5406

[email protected]

Media:

Tosk Communications

Nadine D. Tosk

504.453.8344

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Medical Devices Health Other Health Other Science Science Biotechnology

MEDIA:

Posted on

HAGENS BERMAN, NATIONAL TRIAL ATTORNEYS, Encourages Lordstown Motors Corp. (RIDE) Investors to Contact the Firm, Securities Class Action Deadline Monday

SAN FRANCISCO, May 13, 2021 (GLOBE NEWSWIRE) — Hagens Berman urges Lordstown Motors Corp. (NASDAQ: RIDE) investors to submit your losses now.

Class Period: Aug. 3, 2020 – Mar. 24, 2021
Lead Plaintiff Deadline: May 17, 2021
Visit:www.hbsslaw.com/cases/RIDE
Contact an Attorney Now:[email protected]
                                 844-916-0895

RIDE Securities Fraud Class Action:

The complaint alleges defendants misled investors by (i) falsely touting customer pre-orders when they were non-binding agreements, (ii) concealing that many would-be customers lacked the means to make such purchases, (iii) misstating that Lordstown was “on track” to commence production of the Endurance in Sept. 2021, and (iv) omitting to disclose that the first Endurance test run resulted in the vehicle quickly bursting into flames.

Investors began to learn the truth on Mar. 12, 2021, when Hindenburg Research published a report, claiming that the 100,000 pre-orders for Lordstown’s EV truck are “largely fictitious and used as a prop to raise capital and confer legitimacy.” Hindenburg also cited significant, undisclosed production delays and a prototype that “burst into flames 10 minutes before the test drive” in Jan. 2021, substantiating claims by former employees that the company is not conducting the needed testing or validation required by the NHTSA. On this news, Lordstown shares fell by 17% in one trading day.

Before the markets opened on Mar. 18, 2021, Lordstown’s CEO, Stephen Burns, appeared on CNBC stating, “We never said we had orders. We don’t have a product yet so by definition you can’t have orders.” Lordstown shares fell approximately another 9% on this news.

Then, on Mar. 24,

Hindenburg

hit again,

publishing photos

of a broken down Endurance on a tow truck during a commercial shoot last summer. The commercial aired several days before Lordstown Motors announced its merger with SPAC DiamondPeak.

Most recently, on Apr. 23, 2021, Goldman Sachs reportedly downgraded Lordstown shares to neutral and slashed its price target by over 50%. According to the report, Goldman analyst Mark Delaney said the company’s Endurance pickup truck’s failure to complete the Baja, Mexico race earlier this week suggests there is more power train development work to do than he expected.

“We’re focused on investors’ losses and proving Lordstown duped investors about its order book,” said Reed Kathrein, the Hagens Berman partner leading the investigation.

If you are a Lordstown investor and have significant losses, or have knowledge that may assist the firm’s investigation, click here to discuss your legal rights with Hagens Berman.

Whistleblowers: Persons with non-public information regarding Lordstown Motors should consider their options to help in the investigation or take advantage of the SEC Whistleblower program. Under the new program, whistleblowers who provide original information may receive rewards totaling up to 30 percent of any successful recovery made by the SEC. For more information, call Reed Kathrein at 844-916-0895 or email [email protected].


About Hagens Berman


Hagens Berman is a national law firm with eight offices in eight cities around the country and over eighty attorneys. The firm represents investors, whistleblowers, workers and consumers in complex litigation.   More about the firm and its successes is located at hbsslaw.com. For the latest news visit our newsroom or follow us on Twitter at @classactionlaw.

Contact:

Reed Kathrein, 844-916-0895



Posted on

ACRES Commercial Realty Corp. Announces Launch of Public Offering of Series D Cumulative Redeemable Preferred Stock

PR Newswire

WESTBURY, N.Y., May 13, 2021 /PRNewswire/ — ACRES Commercial Realty Corp. (NYSE: ACR) (the “Company”) announced today the launch of a public offering of shares of its Series D Cumulative Redeemable Preferred Stock (the “Preferred Stock”) with a $25.00 per share liquidation preference. The Company intends to use the net proceeds from the offering to make loan originations and for general corporate purposes.

The Company intends to file an application to list the Preferred Stock on the New York Stock Exchange under the ticker symbol “ACR PrD.”

Raymond James & Associates, Inc. is acting as sole book-running manager for the offering.

A shelf registration statement on Form S-3, including a prospectus, related to the Preferred Stock has been filed with and declared effective by the U.S. Securities and Exchange Commission (“SEC”). The offering will be made only by means of a preliminary prospectus supplement and the accompanying prospectus filed today by the Company with the SEC.

Copies of the preliminary prospectus supplement and the accompanying prospectus, and the final prospectus supplement, when available, may be obtained from Raymond James & Associates, Inc., Attn: Syndicate, 880 Carillon Parkway, St. Petersburg, FL 33716, by telephone at (800) 248-8863, or by visiting the SEC’s website at www.sec.gov under the Company’s name.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About ACRES Commercial Realty Corp.

ACRES Commercial Realty Corp. is a real estate investment trust that is primarily focused on originating, holding and managing commercial real estate mortgage loans and other commercial real estate-related debt investments. The Company is externally managed by ACRES Capital, LLC, a subsidiary of ACRES Capital Corp., a private commercial real estate lender exclusively dedicated to nationwide middle market CRE lending with a focus on multifamily, student housing, hospitality, industrial and office property in top U.S. markets. For more information, please contact investor relations at [email protected].

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “trend,” “will,” “continue,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “look forward” or other similar words or terms. These “forward-looking” statements include statements relating to, among other things, the proposed offering of the Preferred Stock, the expected use of the net proceeds from the offering, and the Company’s expectations concerning market conditions for an offering of the Preferred Stock. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. Investors should consider the Company’s investment objectives, risks, and expenses carefully before investing. The preliminary prospectus supplement and accompanying prospectus contains this and other information about the Company and should be read carefully before investing. The information in the preliminary prospectus and in this press release is not complete and may be changed.

Factors that can affect future results are discussed in the documents filed by the Company from time to time with the SEC. The Company undertakes no obligation to update or revise any forward-looking statement to reflect new or changing information or events after the date hereof or to reflect the occurrence of unanticipated events, except as may be required by law.

Cision View original content:http://www.prnewswire.com/news-releases/acres-commercial-realty-corp-announces-launch-of-public-offering-of-series-d-cumulative-redeemable-preferred-stock-301290959.html

SOURCE ACRES Commercial Realty Corp.

Posted on

Vallon Pharmaceuticals Reports First Quarter 2021 Financial Results and Provides Corporate Update

–
Company remains on track to report p
ivotal data from lead program
, ADAIR,
in
second half 2021

– Novel abuse-deterrent platform technology enables pipeline expansion opportunities across multiple drugs and indications


PHILADELPHIA, PA, May 13, 2021 (GLOBE NEWSWIRE) — Vallon Pharmaceuticals Inc. (NASDAQ: VLON), (“Vallon” or the “Company”), a clinical-stage biopharmaceutical company primarily focused on the development of novel drugs that are designed to deter abuse in the treatment of central nervous system (CNS) disorders, today reported its financial results for the quarter ended March 31, 2021.

Additionally, the Company provided an update on its development programs, ADAIR and ADMIR, which leverage the Company’s proprietary technology that is designed to resist manipulation for snorting and provide barriers to injection.

Recent Highlights

  • Successfully completed an $18.0 million initial public offering of its common stock (the IPO) and began trading on the Nasdaq Capital Market under the ticker symbol “VLON”;
  • Appointed Leanne Kelly, an accomplished financial executive with over 20 years of experience leading private and publicly traded companies, as its Chief Financial Officer;
  • Appointed Marella Thorell, a proven executive leader with more than 30 years of experience in finance and operations, to Board of Directors;
  • Continued to progress enrollment for the ongoing Study to Evaluate the Abuse Liability, Pharmacokinetics, Safety and Tolerability of an Abuse-Deterrent d-Amphetamine Sulfate Immediate Release Formulation (SEAL Study), a pivotal intranasal abuse study. Enrollment in the study remains on track to support topline study results in 2H21; and
  • Presented positive data from two studies at the 2021 American Professional Society of ADHD and Related Disorders (APSARD) Annual Meeting, evaluating ADAIR which demonstrated bioequivalence to immediate release (IR) dextroamphetamine when administered orally and appears to be less desirable to recreational drug abusers when snorted compared to currently available IR dextroamphetamine.

David Baker, President & Chief Executive Officer of Vallon commented, “The first quarter was marked by our successful IPO and continued execution on the clinical and operational fronts. The SEAL Study, our pivotal intranasal abuse study of our lead program, ADAIR, continues to progress well through enrollment and we remain on track to report data in the second half of this year, with an NDA submission targeted for the second quarter of 2022. We also made key appointments to our Board and executive leadership team in the first quarter that provide additional expertise and leadership as we advance our novel platform technology and development pipeline. Our team is committed to bringing this important program across the finish line and potentially bringing to market a new effective, abuse-deterrent treatment for ADHD.”

Clinical Program Update


ADAIR



1



: Abuse-Deterrent Formulation of Dextroamphetamine

ADAIR is the Company’s proprietary abuse-deterrent formulation of immediate-release dextroamphetamine currently in development for the treatment of attention deficit hyperactivity disorder (ADHD) and narcolepsy. ADAIR is being developed leveraging the de-risked 505(b)(2) regulatory pathway and is currently being evaluated in a pivotal intranasal abuse study, SEAL Study. The SEAL Study is expected to be the final clinical trial prior to NDA filing.

The ongoing SEAL Study is a pivotal randomized, double-blind, double dummy, placebo and active-controlled 4 period, 4 way crossover assessing the pharmacodynamics (PD), pharmacokinetics (PK), safety and tolerability of manipulated ADAIR 30 mg when compared to crushed d-amphetamine sulfate and placebo. A total of 64 subjects demonstrating a confirmed positive response to stimulants are planned to enter the treatment phase. Safety will be assessed via adverse events, vital signs, ECGs, clinical laboratory tests and other standard measures.

ADAIR is also being developed for Europe and the UK through a license and collaboration agreement with MEDICE Arzneimittel Pütter GmbH, a leader in the European ADHD market.

Upcoming Milestones

  • Report pivotal data from the SEAL Study targeted for the second half of 2021.
  • NDA submission targeted for the second quarter of 2022.


ADMIR: Abuse-Deterrent Formulation of Methylphenidate (Ritalin



®



)

The Company’s second program in development is ADMIR, a novel abuse-deterrent formulation of immediate-release methylphenidate (Ritalin). Ritalin is another commonly prescribed stimulant for treating ADHD that is frequently misused and abused.

Upcoming Milestones

  • Complete formulation development work.
  • Upon completion of formulation development, Vallon will submit an IND to allow for the initiation of human clinical trials.

Summary of Financial Results for
First Quarter 2021

Net loss for the quarter ended March 31, 2021 was $2.6 million. Research and development expenses were $1.8 million and $0.9 million for the three months ended March 31, 2021 and 2020, respectively. The $0.9 million increase in research and development expenses was primarily due to an increase of $1.0 million related to the registration development program of ADAIR. General and administrative expenses were $0.8 million and $0.4 million for the three months ended March 31, 2021 and 2020, respectively. The increase was primarily related to increased costs for directors and officers insurance, non-cash stock compensation and increases in consultant related expenses.

On January 11, 2021, the Company entered into an agreement with certain existing shareholders for cash proceeds of $350,000 through the issuance of convertible promissory notes (the 2021 Convertible Notes). On February 12, 2021, the Company completed the IPO for total gross proceeds of $18.0 million, resulting in net proceeds of approximately $15.5 million, after deducting the underwriting commission and all expenses in connection with the offering. The 2021 Convertible Notes converted to common stock concurrently with the closing of the IPO, resulting in a net $15.9 million raised pursuant to the IPO and the 2021 Convertible Notes.

As of March 31, 2021, the Company had cash and cash equivalents totaling approximately $13.0 million, which the Company expects will provide funding for its ongoing business activities into the third quarter of 2022.

About Vallon Pharmaceuticals Inc.

Vallon Pharmaceuticals Inc. is a clinical-stage biopharmaceutical company, headquartered in Philadelphia, PA. The Company is focused on the development of new medications to help patients with central nervous system (CNS) disorders. The Company’s lead investigational product candidate, ADAIR, is a novel abuse deterrent formulation of amphetamine immediate release being developed for the treatment of ADHD and narcolepsy.

For more information about the company, please visit www.vallon-pharma.com or connect with us on LinkedIn or Twitter.

References and links to websites have been provided for convenience, and the information contained on any such website is not a part of, or incorporated by reference into, this press release. Vallon is not responsible for the contents of third-party websites.

Forward Looking Statements

This press release contains “forward-looking statements” that are based on Vallon’s current expectations and subject to inherent uncertainties, risks and assumptions that are difficult to predict, including, without limitation, Vallon’s ability to execute its business plan, continue its growth and fund its ongoing business activities as planned, Vallon’s ability to develop and commercialize its product candidates, expectations related to results of clinical trials and studies, Vallon’s expectations with respect to the important advantages it believes its abuse-deterrent formulation of drugs have over similar drugs in the market and the growing need for abuse-deterrent formulations of drugs, Vallon’s ability to utilize the 505(b)(2) regulatory pathway, Vallon’s ability to obtain FDA approval of ADAIR and its other product candidates, and Vallon’s expectations with respect to its cash runway. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in Vallon’s Quarterly and Annual Reports filed with the U.S. Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

Investor
Contact:

JTC Team, LLC
Jenene Thomas
(833) 475-8247
[email protected]

1 ADAIR is not approved by the FDA



Posted on

Affinor Growers Prepares for Vertical Farming in Aruba

VANCOUVER, British Columbia, May 13, 2021 (GLOBE NEWSWIRE) — Affinor Growers Inc. (“Affinor” or the “Company”) (CSE: AFI OTCQB: RSSFF) is pleased to announce that it has signed a binding Letter of Intent to purchase 100% of the private equity in Vertical Designs Aruba (“VDA”). The Aruba corporation was established in 2018 to produce fruits, vegetables and, pending receipt of a medical cannabis production license from the Government of Aruba, the consideration is all shares at 52,000,000 common shares and contingent upon the achievement of certain performance milestones:

The terms of the purchase and performance milestones are as follows:

Milestone 1: Cannabis Production for Exportation Licence is issued from the Government of Aruba and up to 49% of the project is sold for a specified minimum price (Minimum Sale Price) subject to approval by the Affinor Board of Directors of AFI.CN.
Terms: Upon achievement of Milestone 1, The shareholders will receive 26,000,000 common shares in AFI.CN with the standard 4-month hold. An executive bonus of 10% of the amount above the Minimum Sale Price noted above plus CDN$500,000. A pre-determined amount of the Minimum Sale Price will be retained in VDA to build out the first facility in Aruba.

Milestone 2: Build out a minimum 200 (two) tower facility in Aruba. The first 5,000 – 6,000lbs (2,300 to 2,700 kilos) of cannabis produced in Aruba is successfully exported and completely sold out at a pre-determined or mutually agreed amount.
Terms: Upon completion of Milestone 2, the balance of 26,000,000 common shares in AFI.CN will be issued the former VDA shareholders with a standard 4-month hold.

Affinor’s plan in Aruba is to produce food and cannabis sustainably and cost-efficiently in one of the best growing climates worldwide. Over 100 acres on the proposed north island site is available and can accommodate 1,000 vertical towers per acre. Full development would create a new global medical cannabis industry leader and open international markets. The benefits to Aruba include local food production to reduce imports, high wage employment, education, technology transfer and taxation income.

Affinor’s patented farming technology and QA processes are sustainably delivered through alternative energy from Tesla, composting technology, and LED lighting. Affinor is utilizing The Tesla Powerwalls and Solar in its Abbotsford BC greenhouse. This is especially important as the company grows across Canada and works toward full ESG compliance globally. Affinor’s vertical farming technology levels the playing field for plant production globally.

Nick Brusatore CEO: “Affinor’s mission is to serve the world with sustainable agriculture technology with no compromises on quality. I am so excited about this project. Aruba is a warm, beautiful country filled with wonderful people. I am so proud to be part of the movement for global sustainability and national self-sufficiency serving nations like Aruba.”

Certain insiders of the Company are related parties to VDA and as such, the transaction is considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of any securities issued to insiders nor the consideration paid by such persons exceeded by 25% of the Company’s market capitalization.

About Affinor

Affinor is a publicly traded company listed on the CSE under the symbol “AFI” and on the OTCQB under the symbol “RSSFF”. Affinor is focused on developing vertical farming technologies and using those technologies to grow fruits, vegetables, and cannabis in a sustainable manner.

To learn more about Affinor, visit: https://www.affinorgrowers.com

Renmark Financial Communications Inc.

Joshua Lavers: [email protected]
Tel: (416) 644-2020 or (212) 812-7680
www.renmarkfinancial.com


Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

This news release includes certain statements that may be deemed “forward-looking statements”. All statements in this new release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.



Posted on

Patriot One Technologies Announces Accuracy Enhancements to Video Recognition Software for Weapons and Threat Detection

Unique AI-enabled VRS identifies weapons and threatening disturbances in crowds and is compatible with any IP-based video surveillance system

TORONTO, May 13, 2021 (GLOBE NEWSWIRE) — Patriot One Technologies Inc. (TSX: PAT) (OTCQX: PTOTF) (FRANKFURT: 0PL) (“Patriot One” or the “Company”) today announced enhancements to its Video Recognition Software (VRS) for identifying weapons and other threats in crowds. Patriot One’s VRS is an advanced artificial intelligence (AI)-based video analytics solution that provides unprecedented accuracy in detecting threats and enabling businesses, schools and other organizations to protect employees, students, customers and assets. Businesses can also use its capabilities to gain valuable intelligence on customer traffic flow and behavior to optimize operations.

With the ability to accurately detect weapons and disturbances of up to 150 feet away, Patriot One’s VRS dramatically improves security and efficiency for organizations that host crowds or the general public, including retail stores, schools, casinos, entertainment venues and more.

“False positives are a huge problem with other AI-based video analysis systems, which is why their alerts need to be reviewed and validated by humans before any action can be taken. This squanders critical minutes in the incident detection and response cycle,” said Peter Evans, CEO of Patriot One. “VRS automatically validates alerts through multiple camera sources and a combination of AI analytic engines, so security staff can be correctly notified and briefed in real-time before a weapons incident or other type of disturbance arises.”

Unlike competitive offerings on the market, Patriot One’s VRS is compatible with any IP-based video surveillance system, eliminating the need for customers to “rip and replace” existing video infrastructure in order to obtain the benefits of AI-enabled video analytics.

“Patriot One’s VRS is highly effective at detecting weapons very early in the incident cycle, long before a perpetrator reaches a building, which dramatically increases the likelihood of being able to respond to threats before they impact employees and customers,” said Peter Giunchini, vice president, New York Security Solutions, Inc. “These advanced insights enable our customers to secure their locations and protect their stakeholders in a cost-efficient way, since they don’t have to install brand new hardware to take advantage of VRS.”

Key enhancements to VRS include:

High Fidelity Object Recognition: The system accurately detects guns while automatically distinguishing them from umbrellas, phones or other innocuous items. Its accuracy enables the system to notify security personnel at the earliest possible point in the incident cycle, so they can de-escalate potentially violent situations quickly.

People Counting: VRS Counting provides valuable intelligence both for crowd management and business operations, with information such as:

  • Overall crowd size, which allows venue operators and other businesses to comply with fire and COVID-19 occupancy restrictions, as well as make smarter staffing decisions.
  • Foot traffic in certain areas, which can be used for a variety of purposes including security staff deployment, retail merchandising business intelligence and optimization.
  • Line formation and traffic management, which enables businesses to take action for a wide variety of applications, ranging from improving the customer experience at concession stands, to optimizing distribution center operations. Additionally, understanding customer flows at different times of day can inform staffing and operations.
  • Detecting anomalous concentrations of people, which could indicate emerging incidents such as fights, medical emergencies or other disturbances.

“Patriot One’s VRS gives business owners a pre-emptive technology solution that can prevent gun and other violence in the places where people gather, while also providing health and safety information that helps with compliance and operations,” Mr. Evans continued. “When coupled with Patriot One’s Multi-Sensor Gateway (MSG) touchless threat detection system for points of entry, VRS provides unparalleled security and operational intelligence across the entire physical footprint: outside, at the point of entry and inside the building.”

For more on VRS capabilities please visit https://patriot1tech.com/patscan/video/.

About Patriot One Technologies


Patriot One Technologies
 makes unobtrusive, artificial intelligence (AI)-driven weapons and threat detection systems that enable arenas, schools, theaters and other businesses to provide unprecedented safety while also improving the customer experience. The company’s Multi-Sensor Gateway enables companies to covertly screen for weapons at points of entry without disrupting the flow of traffic, and its AI-based Video Recognition Software (VRS) enables venue and building operators to identify weapons and other threats inside and outside of facilities, while also providing valuable intelligence for optimizing operations. Follow us on Twitter @patriot1tech.

For further information, please contact:

Patriot One Technologies
Inquiries

[email protected]




www.patriot1tech.com

Media Contact

Caroline Metell
[email protected]

CAUTIONARY DISCLAIMER STATEMENT:

No securities exchange has reviewed nor accepts responsibility for the adequacy or accuracy of the content of this news release. This news release contains forward-looking statements relating to system sales, product development, licensing, commercialization and regulatory compliance issues and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects”,” believes”, and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include counterparty default and other risks detailed from time to time in the filings made by the Company with securities regulations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements only as expressly required by applicable law.

Neither the Toronto Stock Exchange (TSX) nor its Regulation Services Provider (as that term is defined in policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.



Posted on

Nortech Systems Announces First Quarter 2021 Results

Nortech Systems Announces First Quarter 2021 Results

  • Revenue Declines (19.6%); GAAP Net Loss of ($1.6) million
  • Adjusted EBITDA loss of ($1.5) million for Fiscal First Quarter of 2021 Compared to $1.0 million in Fiscal First Quarter 2020
  • Monthly Bookings Trends Improving. Solid 90-day Backlog of $63 million, Improved $14 million or +29% vs 12/31/20
  • Balance Sheet Remains Strong with $7.6 million Unused Availability on the Long Term Line of Credit

MINNEAPOLIS–(BUSINESS WIRE)–
Nortech Systems Incorporated (Nasdaq: NSYS) (the “Company”), a leading provider of engineering and manufacturing solutions for complex electromedical and electromechanical products serving the medical, aerospace & defense and industrial markets, reported net sales of $22.1 million for the quarter ended March 31, 2021, a decline of 19.6% compared to $27.4 for the first quarter of 2020. The decline was primarily due to COVID-related factors including supply chain disruptions and short-term challenges scaling our direct labor workforce. Gross margin for the first quarter of 2021 was 7.1% compared to 11.0% in 2020, a decline of 3.9 percentage points. Lower margin was due to unabsorbed fixed overhead in the Company’s global manufacturing network. Net loss for first quarter 2021 was ($1.6) million and ($0.58) per diluted share compared to a net income of $0.1 million and $0.05 per diluted share in first quarter 2020. Adjusted EBITDA was a loss of ($1.5) million in first quarter 2021 compared to net income of $1.0 million in first quarter 2020.

“The first quarter of 2021 was a significant challenge for Nortech, especially in January and February. In response, we took aggressive action to overcome COVID-related obstacles and enable higher production volume. Our manufacturing plants are regaining strength and we’re confident we’ll see steady improvement throughout the remainder of 2021.” stated Jay D. Miller, Chief Executive Officer and President.

Nortech, in partnership with our medical, industrial and defense customers, uses intelligence, innovation, speed and global expertise to provide manufacturing and engineering solutions. This enables our customers to be leaders in digital connectivity and data management to achieve their business goals. Nortech strives to be a premier workplace that fosters valued relationships internally and in our communities.

About Nortech Systems Incorporated Nortech Systems is a leading provider of design and manufacturing solutions for complex electromedical devices, electromechanical systems, assemblies, and components. Nortech Systems primarily serves the medical, aerospace & defense, and industrial markets. Its design services span concept development to commercial design, and include medical device, software, electrical, mechanical, and biomedical engineering. Its manufacturing and supply chain capabilities are vertically integrated around wire/cable/interconnect assemblies, printed circuit board assemblies, as well as system-level assembly, integration, and final test. Headquartered in Maple Grove, Minn., Nortech currently has seven manufacturing locations and design centers across the U.S., Latin America, and Asia. Nortech Systems is traded on the NASDAQ Stock Market under the symbol NSYS. Nortech’s website is www.nortechsys.com.

Forward-Looking Statements This press release contains forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 including without limitation statements regarding the Company returning to profitable growth, monthly sales booking trends, customer demand, the ability of our supply chain to supply materials on a timely basis, our ability to hire sufficient direct labor to produce our products, and the effects of changes in operations. While this release is based on management’s best judgment and current expectations, actual results may differ materially from those expressed or implied and involve a number of risks and uncertainties. Important factors that could cause actual results to differ materially from the forward-looking statements include, without limitation: (1) the impact of the COVID-19 pandemic on our customers, employees, manufacturing facilities, suppliers, the capital markets and our financial condition (2) supply chain disruptions leading to parts shortages for critical components; (3) volatility in market conditions which may affect market supply of and demand for the company’s products; (4) increased competition; (5) changes in the reliability and efficiency of operating facilities or those of third parties; (6) risks related to the availability of labor; (7) commodity cost increases coupled with our inability to raise prices charged to our customers; (8) the unanticipated loss of key members of senior management and the transition of new members of our management teams to their new roles; (9) and general economic, financial and business conditions that could affect the company’s financial condition and results of operations. Some of the above-mentioned factors are described in further detail in the section entitled “Risk Factors” in our annual and quarterly reports, as applicable. You should assume the information appearing in this document is accurate only as of the date hereof, or as otherwise specified, as our business, financial condition, results of operations and prospects may have changed since such date. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the United States Securities and Exchange Commission, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

Non-GAAP MeasurementsManagement believes that certain non-GAAP financial measures may be useful in providing additional meaningful comparisons between current results and results in prior periods. Adjusted EBITDA is a metric used by management to evaluate performance. Adjusted EBITDA is also used by the financial community to facilitate comparisons between peer companies since interest, taxes, depreciation, and amortization can differ greatly between organizations as a result of differing capital structures and tax strategies. Adjusted EBITDA excludes certain items that are unusual in nature or not comparable from period to period. The Company provides this information to investors to assist in comparisons of past, present, and future operating results and to assist in highlighting the results of on-going operations. While the Company’s management believes that non-GAAP measurements are useful supplemental information, such adjusted results are not intended to replace the Company’s GAAP financial results and should be read in conjunction with those GAAP results. Other supplemental information has been provided to demonstrate reconciliation of non-GAAP measurements discussed above to most relevant GAAP financial measurements.

Condensed Consolidated Statements of Operations

(in thousands, except for share data)

 

THREE MONTHS ENDED

March 31,

Unaudited

Unaudited

2021

2020
 
Net Sales $

22,072

 

$

27,440

 

 
Cost of Goods Sold

20,511

 

24,435

 

 
Gross Profit

1,561

 

3,005

 

7.1

%

11.0

%

 
Operating Expenses
Selling Expenses

721

 

621

 

General and Administrative Expenses

2,796

 

1,993

 

Restructuring Expenses

219

 

–

 

Total Operating Expenses

3,736

 

2,614

 

 
Income (Loss) from Operations

(2,175

)

391

 

 
Interest Expense

(86

)

(224

)

 
Income (Loss) Before Income Taxes

(2,261

)

167

 

 
Income Tax (Benefit) Expense

(707

)

30

 

 
Net Income (Loss) $

(1,554

)

$

137

 

 
Income (Loss) Per Common Share – Diluted $

(0.58

)

$

0.05

 

 
Weighted Average Number of Common Shares Outstanding – Diluted

2,659,132

 

2,668,590

 

 
 

Condensed Consolidated Balance Sheets

(in thousands)

 

March 31, 2021

December 31, 2020

Unaudited

Audited
Cash $

384

 

$

352

 

Restricted Cash

598

 

3,212

 

Accounts Receivable

12,507

 

15,625

 

Inventories

17,079

 

13,917

 

Contract Assets

6,677

 

5,899

 

Prepaid Expenses and Other Current Assets

3,127

 

2,032

 

Property and Other Long-term Assets

15,956

 

15,424

 

Other Intangible Assets, Net

1,172

 

1,173

 

Total Assets $

57,500

 

$

57,634

 

 
Accounts Payable $

13,006

 

$

11,239

 

Lease Obligations, Finance & Operating, Net

11,872

 

11,389

 

All Other Liabilities

6,312

 

5,891

 

Long Term Line of Credit

2,200

 

3,328

 

Long-term Debt, Net

6,959

 

7,069

 

Shareholders’ Equity

17,151

 

18,718

 

Total Liabilities and Shareholders’ Equity $

57,500

 

$

57,634

 

 
 

Reconciliation of Net Income (Loss) to Adjusted EBITDA

(in thousands)

 

THREE MONTHS ENDED

March 31,

2021

2020
Net Income (Loss) $

(1,554

)

$

137

 

Income Tax (Benefit) Expense

(707

)

30

 

Interest Expense

86

 

224

 

Depreciation and Amortization

477

 

567

 

EBITDA

(1,698

)

958

 

Restructuring Expenses

219

 

–

 

Adjusted EBITDA $

(1,479

)

$

958

 

 

Chris Jones, CFO

[email protected]

952-345-2244

KEYWORDS: Minnesota United States North America

INDUSTRY KEYWORDS: Technology Medical Devices Engineering Aerospace Manufacturing Hardware Electronic Design Automation General Health Health Data Management

MEDIA:

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