Parallel Invests $25M in a New State-of-the-Art Cannabis Cultivation, Production and Retail Facility in San Marcos, Texas

Launches its goodblend™ retail brand (Surterra Texas is now goodblend Texas), creates hundreds of new jobs, and positions itself for strategic growth in the Lone Star State

PR Newswire

ATLANTA and AUSTIN, Texas, April 19, 2021 /PRNewswire/ — Parallel, one of the largest privately-held multi-state cannabis operators in the United States (U.S.), today announced it will make a $25 million dollar investment in a new state-of-the art cannabis cultivation, production and retail facility in Texas. This financial commitment expands Parallel’s ability to meet the growing patient demand for medical cannabis products in the Lone Star State. The planned 63,000 square-foot facility is expected to create hundreds of new jobs in the San Marcos region.

The company is also introducing its goodblend™ retail brand, as it is changing the name of Surterra Texas to goodblend Texas (goodblend). This is the second market where Parallel has introduced the goodblend name, joining goodblend Pennsylvania; over time the company will evaluate opportunities to roll-out the brand in its existing markets. The goodblend retail brand reflects Parallel’s intent to lead the way to the future of cannabis by providing its customers a trusted, consistent and seamless way for them to connect and learn, and to access innovative, high-quality cannabis products in a variety of form factors. The brand is about welcoming every type of customer and being an approachable source for our customers’ well-being. 

“With our $25 million dollar investment and name change to goodblend, we are strengthening our Texas roots to meet the needs of cannabis patients for the long term. We see high growth potential in the Texas cannabis market as every day more Texans choose cannabis to help improve their quality of life,” said William “Beau” Wrigley Jr., Chairman and CEO for Parallel. “The goodblend brand promise is to make customers feel so good about their experience that they come back again and again. The ethos of goodblend is based on Parallel’s commitment to compliance, quality, consistency and innovation, and on our actions to improve diversity, inclusivity and economic empowerment in the cannabis industry and to be a great employer and local community partner.”

Texas, one of the most populous states in the U.S., with nearly 30 million residents, created the Texas Compassionate Use Program in 2015, providing medical cannabis to qualifying patients.  Parallel’s goodblend retail brand (formerly Surterra Texas) provides patients access to high-quality cannabis products in a variety of form factors that are cultivated and produced locally in Texas to ensure the most consistent patient experience. It was the first cannabis operator in the state to offer patients medical cannabis in gummy and lozenge formats.

“We are thrilled to break ground today on our new facility in San Marcos. We look forward to creating economic empowerment opportunities in this community through new jobs and cannabis career-building programs,” said Marcus Ruark, President of goodblend Texas. “We are encouraged that there is a growing recognition, trust and demand for our medical cannabis products in Texas. While our customers will now know us as goodblend Texas, we will continue to offer registered patients with the state’s largest assortment of cannabis-based product formats.”

Medical cannabis patients across Texas already registered in the program, and those interested in learning more about cannabis, can access board certified prescribers, medical cannabis information, services, and products in the following ways:

  • The goodblend Virtual Clinic is a service in which prospective patients can schedule consultations with a board-certified prescriber through a seamless experience. To get started, visittx.goodblend.com/clinic.

  • goodblend.com
    offers a wide variety of products, easy online ordering, and free contactless home delivery, often in as little as three days.
  • goodblend’s partner clinics in Plano, Houston, Fort Worth, and San Antonio, provide registered patients a convenient way to pick up goodblend cannabis products at locations in major metropolitan areas.

Commitment to Social Equity 

Parallel is committed to advancing social equity through meaningful actions and partnerships that positively impact the communities in which it has operations, as well as the industry at large. Parallel has partnered with many industry advocacy organizations, including Minority Cannabis Business Association (MCBA), Cannaclusive, CultivatED, and CannabisLAB to drive their shared missions forward and to continue to address diversity and inclusion in the industry. To date, Parallel has focused its efforts across all markets on economic and job empowerment, and diversity and inclusion in the industry through job fairs, skills-building training and seminars, fellowships, and social equity grants, among other actions. Parallel is committed to increasing its diverse 1,700-person workforce, which is currently comprised of well over 30% of minority and female-identifying employees, and 40% of Parallel’s leadership team consists of female and minority representation. Parallel’s proposed slate of seven independent candidates to its public company board of directors, post-closing of the transaction with Ceres, is focused on including at least two female and three BIPOC directors. 

About Parallel

Parallel is one of the largest privately-held, vertically integrated, multi-state cannabis companies in the United States with a mission to pioneer well-being and improve the quality of life through cannabinoids. Parallel recently announced that it intends to become a public company through a definitive business combination agreement with Ceres Acquisition Corp. (“Ceres”) (NEO: CERE.U, CERE.WT; OTCQX: CERAF), a special purpose acquisition corporation (SPAC). Parallel has ongoing operations in four medical and adult-use markets under the retail brands of Surterra Wellness in Florida; goodblend in Texas; New England Treatment Access (NETA) in Massachusetts, and The Apothecary Shoppe in Nevada. Parallel also has a license under its goodblendPennsylvania brand for vertically integrated operations and up to six retail locations, in addition to a medical cannabis research partnership with the University of Pittsburgh School of Medicine. Subject to regulatory approval, Parallel will add Illinois as a sixth market when its recently announced acquisition of six Windy City Cannabis licenses is complete. Parallel has a diverse portfolio of high quality, proprietary and licensed consumer brands and products including Surterra Wellness, Coral Reefer, Float and Heights. Parallel operates approximately 50 locations nationwide, including 42 retail stores, and cultivation and manufacturing sites. Through its wholly-owned Parallel Biosciences subsidiary, it conducts advanced cannabis science and R&D for new product development in its facilities in Massachusetts, Florida, Texas and a facility in Budapest, Hungary through an exclusive license and partnership. Parallel follows rigorous operations and business practices to ensure the quality, safety, consistency and efficacy of its products and is building its business by following strong values and putting the well-being of its customers and employees first. Find more information at www.liveparallel.com, or on Instagram and LinkedIn.

For more information on goodblend Texas and its products, access www.goodblend.com and www.facebook.com/goodblendtx.

Media Contact

Taylor Foxman

[email protected]


Forward Looking Statements

Certain information in this press release contains “forward-looking statements” and “forward-looking information” within the meaning of applicable Canadian securities legislation and U.S. securities law (referred to herein as forward-looking statements), including statements regarding the Transaction and expected future growth. Except for statements of historical fact, certain information contained herein constitutes forward-looking statements, which include, but are not limited to, statements related to activities, events or developments that Parallel or Ceres expects or anticipates will or may occur in the future, statements related to Parallel’s business strategy objectives and goals, and Parallel’s management’s assessment of future plans and operations which are based on current internal expectations, estimates, projections, assumptions and beliefs, which may prove to be incorrect. Forward-looking statements can often be identified by the use of words such as “may”, “will”, “could”, “would”, “should”, “anticipate”, ‘believe”, expect “, “intend”, “potential “, “estimate”, “budget”, “scheduled”, “plans”, “planned”, “forecasts”, “goals” and similar expressions or the negatives thereof. Such statements are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and are based on Parallel’s management’s belief or interpretation of information currently available. Forward-looking statements are neither historical facts nor assurances of future performance. Forward-looking statements in this press release includes statements regarding: the Transaction; the consummation of the acquisition of Windy City; Parallel’s expansion strategy and plans to grow its market share in existing and new markets, including Illinois; Parallel’s investment in new technologies and products; the development and expansion of Parallel’s brands; and strategic acquisition opportunities. Forward-looking statements are based on a number of factors and assumptions made by management and considered reasonable at the time such information is provided, and forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. There can be no assurance that the transactions described herein will be completed or that, if completed, the combined public company will be successful.

Risk factors that could cause actual results, performance or achievement to differ materially from those indicated in the forward-looking statements include, but are not limited to the following: (i) the risk that the Transaction may not be completed in a timely manner or at all, which may adversely affect the price of Ceres’ securities, (ii) the risk that the Transaction may not be completed by Ceres’ qualifying transaction deadline and the potential failure to obtain an extension of the qualifying transaction deadline if sought by Ceres, (iii) the failure to satisfy the conditions to the consummation of the Transaction, including the approval of the Transaction by the stockholders of Ceres and Parallel, as applicable (iv), the receipt of certain governmental and regulatory approvals, (v) the lack of a third party valuation in determining whether or not to pursue the proposed Transaction, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement, (vii) the impact of COVID-19 on Parallel’s business and/or the ability of the parties to complete the proposed Transaction, (viii) the effect of the announcement or pendency of the Transaction on Parallel’s business relationships, performance, and business generally, (ix) risks that the proposed Transaction disrupts current plans and operations of Parallel and potential difficulties in Parallel employee retention as a result of the proposed Transaction, (x) the outcome of any legal proceedings that may be instituted against Parallel or Ceres or their respective, directors, officers and affiliates related to the proposed Transaction, (xi) the risk that the combined public company’s securities will not be approved for listing on the NEO Exchange or, if approved, that the combined public company will be able to maintain the listing, (xii) the price of Ceres’ and the combined public company’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Parallel operates, variations in performance across competitors, changes in laws and regulations affecting Parallel’s business and changes in the combined capital structure and a return on securities of the combined public company is not guaranteed, (xiii) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed Transaction, and identify and realize additional opportunities, (xiv) the risk of downturns and the possibility of rapid change in the highly competitive industry in which Parallel operates, (xv) the risk that Parallel and its current and future collaborators are unable to successfully develop and commercialize Parallel’s products, brands or services, or experience significant delays in doing so, (xvi) the risk that the combined public company may never sustain profitability, (xvii) the risk that the combined public company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all, (xviii) the risk that the combined public company experiences difficulties in managing its growth and expanding operations, (xix) the risk that the pharmaceutical industry may attempt to dominate the cannabis industry, and in particular, legal marijuana, through the development and distribution of synthetic products which emulate the effects and treatment of organic marijuana, (xx) the agricultural risks related to insects, plant diseases, unstable growing conditions, water and electricity availability and cost, (xxi) the risk that may arise because cannabis continues to be a controlled substance under the United States Federal Controlled Substances Act, (xxii) the risk of product liability or regulatory lawsuits or proceedings relating to Parallel’s products and services, (xixii) the risk that the combined public company is unable to secure or protect its intellectual property, (xxiv) tax risks, including U.S. federal income tax treatment, (xxv) risks relating to the reliance of Parallel on key members of management, (xxvi) risks inherent in businesses related to the agricultural industry, (xxvii) risks relating to potentially unfavorable publicity or consumer perception, (xxviii) Parallel may be subject to the risk of competition from synthetic production and technological advances, (xxix) investors in the combined public company and its directors, officers and employees who are not U.S. citizens may be denied entry into the United States, (xxx) product recalls, (xxxi) results of future clinical research, (xxxii) difficulty attracting and retaining personnel, (xxxiii) fraudulent or illegal activity by employees, contractors and consultants; information technology systems and cyber-attacks, (xxxiv) security breaches, (xxxv) natural disasters and terrorism risk, (xxxvi) restricted access to banking, (xxxvii) risks related to the lending facilities, (xxxviii) risks of leverage, (xxxix) heightened scrutiny by regulatory authorities, (xI) risk of legal, regulatory or political change, (xli) general regulatory and licensing risks, (xlii) Parallel and the combined public company may be subject to the risk of changes in Canadian as well as U.S. federal, state and local laws or regulations, (xliii) limitations on ownership of licenses, (xliv) Nevada regulatory regime and transfer and grant of licenses, (xIv) regulatory action and approvals from the FDA, (xlvi) constraints on marketing products, (xlvii) anti-money laundering laws and regulation, (xlviii) the combined public company’s status as an “Emerging Growth Company” under United States securities laws, (xlix) discretion in the use of proceeds, (l) subsequent offerings will result in dilution to shareholders of the combined public company, (li) voting control, and (lii) unpredictability caused by capital structure and voting control. Readers are cautioned that the foregoing list is not exhaustive.

Parallel and Ceres undertake no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws.


U.S. Disclaimer

Neither the securities of Ceres nor of Parallel have been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered and sold in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act.

Any securities of either Ceres or Parallel sold in the United States will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act. Such securities may be resold, pledged or otherwise transferred only pursuant to an effective registration statement under the U.S. Securities Act or pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act.

Texas CUP License #0006

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SOURCE Parallel

GT Biopharma Reports Fourth Quarter and Year End 2020 Results and Business Update

Posted Significant FDA Clinical Trial Results for GTB-3550 TriKE™ in AML and MDS Patients

Established GMP Manufacturing Partnership with Cytovance

Initiated Manufacturing of Additional Solid Tumor TriKE™ for Programs in Lung, Breast, Ovarian and Gastrointestinal Cancers, in preparation for FDA Clinical Trials

Brought in Accomplished Board of Directors

Successful NASDAQ Listing and Financing of $28.7 Million Public Offering Covering Two Years of Capital Requirements, Now Leaving the Company with Over $30 Million in the Bank

PR Newswire

BEVERLY HILLS, Calif., April 19, 2021 /PRNewswire/ — GT Biopharma, Inc. (NASDAQ: GTBP), a clinical stage immuno-oncology company focused on developing innovative therapeutics based on the Company’s proprietary natural killer (NK) cell engager (TriKE™) protein biologic technology platform, reported financial results for the fourth quarter and year ended December 31, 2020.

“2020 was a year of robust clinical progress and milestone achievements for GT Biopharma, which allowed us to accomplish a major corporate milestone in listing GT Biopharma on NASDAQ at the beginning of 2021.  The emerging data from our GTB-3550 TriKE™ program in hematological malignancies, MDS and AML, are encouraging in both safety and efficacy profiles.  The ongoing data profile has demonstrated significant differences from all other NK cell therapies and NK engager companies, making TriKE™ a monotherapy, off-the-shelf platform therapeutic.  TriKE™ exerts its therapeutic effect without the need for outside assistance in the form of combination therapies or the addition of supplemental progenitor-derived or autologous/allogenic NK cells.  As a result, TriKE™ therapy cost to patients will be far superior, significantly more economic than progenitor-derived or autologous/allogenic NK cell therapy companies’ offerings.  Additionally, the results generated from the GTB-3550 TriKE™ clinical trial reinforces its versatility, providing a clear rationale to proceed with additional programs in solid tumor and hematologic cancers.  As a result, in 2020 we formed a strong GMP manufacturing partnership with Cytovance Biologics to bring our TriKE™ product candidates forward for evaluation in the clinic,” said Anthony J. Cataldo, GT Biopharma’s Chairman and Chief Executive Officer.  “In the first quarter of 2021, we have achieved numerous clinical and operational milestones, which included garnering the attention of institutional investors and analyst research coverage as a result of our successful NASDAQ listing and public offering.  We transferred all TriKE™ GMP manufacturing to Cytovance, as we progress our solid tumor TriKE™ product candidates.  Additionally, the interim results from our ongoing Phase I/II clinical trial of GTB-3550 TriKE™ showed a 63.7% reduction in bone marrow blast (cancer cell killing) levels in patient 9; up from 61% in patient 7 at a lower dose for patients with MDS and AML.  We also added the University of Wisconsin-Madison as a second clinical trial site.  There will be more trials sites added, as we will soon proceed to the Phase II portion of our ongoing GTB-3550 TriKE™ clinical trial.  We look forward to building on this momentum throughout the year, particularly as we continue to dose escalate our GTB-3550 TriKETM in these incredibly difficult-to-treat relapsed/refractory AML and high-risk MDS patient populations.  We thank the patients and their families for their contribution, as we progress this novel, off-the-shelf monotherapy cancer therapeutic that uniquely works without outside supplemental engineered NK cells or the need for any combination drugs.”

Corporate Highlights

  • Strengthened Leadership Team with Key Appointments to Executive Management, Board of Directors, and Scientific and Medical Advisory Board: In November 2020, GT Biopharma announced the appointment of Michael Handelman, CPA as Chief Financial Officer. Mr. Handelman was the former CFO of Iovance Biotherapeutics. Throughout 2020, GT Biopharma announced multiple appointments to its two boards. Bruce J. Wendel was named Vice Chairman and Independent Director of the Board of Directors, and Greg Berk, M.D., Michael Breen and Rajesh Shrotriya, M.D. were appointed as independent directors. Samir Taneja, M.D. and Philip Werthman, M.D., M.M.H. were appointed to the Company’s Scientific and Medical Advisory Board.

  • Established and Expanded TriKE™ Partnership with Cytovance Biologics: In October 2020, GT Biopharma announced a partnership agreement with Cytovance Biologics for the exclusive GMP manufacturing of three TriKE™ product candidates. Under the terms of the agreement, Cytovance will manufacture TriKE™ product candidates in accordance with its proprietary Keystone® bacterial or mammalian expression systems. Subject to certain milestones by Cytovance, GT Biopharma has the option to pay Cytovance up to a total of $6 million. In December 2020, GT Biopharma issued $1 million to Cytovance as a first milestone payment. GT Biopharma’s agreement with Cytovance was further expanded in February 2021 for the manufacturing of all TriKE™ products.

Subsequent Event:

  • Closed $28.7 Million Public Offering and Successful Listing on NASDAQ: In February 2021, GT Biopharma announced the successful completion of its NASDAQ up list, in addition to the simultaneous closing of its public offering, in which it raised $28.7 million. Further, the Company retired over $32 million in debt and consolidated its capital structure.

Clinical Highlights

  • Presented Interim Results for GTB-3550 TriKETM for the Treatment of High-Risk MDS and Refractory/Relapsed AML at the 62nd American Society of Hematology (ASH) Annual Meeting: 

    • In December 2020, GT Biopharma presented promising proof-of-principle interim results from its lead product candidate, GTB-3550 TriKE™, at ASH in an oral presentation. As of the data cut-off date, six out of seven enrolled patients were evaluable and displayed no signs of clinical immune activation or serious adverse events across all dose cohorts. Data demonstrated that the first patient from the 5 mcg/kg/day cohort achieved stable disease after one course of GTB-3550 TriKE™ therapy and the first patient from the 25 mcg/kg/day cohort achieved AML blast level decrease from 18% to 12% by morphological analysis after one course of GTB-3550 TriKE™ therapy.  Correlative studies also have shown reproducible NK cell activity across all evaluable patients with NK cell activation increasing during early treatment. Of note, NK cell proliferation started at day 3, is maximal at day 8 and maintained above baseline at days 15 and 22.
    • Additional clinical data from a patient with HR-MDS were presented, demonstrating that GTB-3550 TriKE™ safely activated and harnessed native NK cell’s cancer killing ability in a target-directed fashion with no adverse events or dose limiting toxicities. Successful bone marrow blast level reduction from 12% prior to treatment to 4.6% post-treatment was determined by morphological assessment. The patient also achieved stable hematologic parameters, including normal platelet counts throughout therapy.
  • Expanded Clinical Programs with HER2 TriKETM for the Treatment of Breast and Gastrointestinal Cancers:  In December 2020, GT Biopharma announced the initiation of clinical development for TriKETM therapy for the treatment of HER2+, HER3+ and HER2+/HER3+ heterodimer complex breast cancer and gastrointestinal cancers.

  • Published Results on B7H3-Targeted TriKETM Potential to Enhance NK-Cell Immunotherapy in Solid Tumors:  In October 2020, GT Biopharma announced the publication of results conducted by researchers at the University of Minnesota and Massachusetts General Hospital/Harvard Medical School in the journal, Cancers, in an article entitled “NK-Cell-Mediated Targeting of Various Solid Tumors Using B7-H3 Tri-Specific Killer Engager In Vitro and In Vivo.” Results indicated that a B7H3-targeted TriKETM has the potential to enhance NK cell immunotherapy in solid tumor settings, particularly where B7H3 is highly expressed on solid tumor surfaces.

Subsequent Events:

  • Updated Interim Results from GTB-3550 TriKETM Clinical Program for the Treatment of MDS and AML:  In March 2021, GT Biopharma announced updated interim results from the Phase I/II Expansion clinical trial of GTB-3550 TriKE™ for the treatment of high-risk myelodysplastic syndromes (MDS) and refractory/relapsed acute myeloid leukemia (AML) from 9 patients.  Results demonstrated up to 63.7% reduction in bone marrow blast levels.  All patients treated to date displayed no signs of any grade of cytokine release syndrome (CRS) across all dose cohorts.  GTB-3550 TriKE™ is currently being administered to patients at doses significantly higher than the reported maximum tolerated dose (MTD) for continuous infusion of recombinant human interleukin-15 (IL-15).

  • GTB-3550 TriKE™ Interim Results Presented at Innate Killer Summit 2021: In March 2021, Dr. Jeffrey S. Miller, M.D., GT Biopharma’s Consulting Chief Medical Officer and Deputy Director of the Masonic Cancer Center at the University of Minnesota, presented updated interim Phase I/II clinical trial results for GTB-3550 TriKE™, being evaluated for the treatment of MDS and AML at the Innate Killer Summit 2021. Dr. Miller’s presentation “NK Cell Therapeutics:  Off-the-shelf Strategies to Increase Activity and Specificity” highlighted the clinical power of immune engagement with IL-15 containing TriKEs.

  • Announced Preclinical Results from ROR1 TriKETM for the Treatment of Prostate Cancer:  In March 2021, GT Biopharma announced preclinical in vitro cell assay results demonstrating the ROR1 TriKETM was found to be effective at promoting NK cell killing of prostate cells.  Significant NK cell activation and interferon gamma production was also observed as a result of ROR1 TriKETM engagement.

Fourth Quarter and Year End 2020 Financial Results:

  • Cash Position:  As of December 31, 2020, cash, cash equivalents and investments were $5.3 million, compared to $0.3 million as of December 31, 2019.  The increase in cash, cash equivalents and investments was primarily due to proceeds from the issuance of convertible notes payable of $12.5 million, offset by cash used in operating activities of $7.3 million.

  • Research and Development Expenses:  Research and development expenses were $233 thousand for the fourth quarter of 2020, compared to $8 thousand for the same period in 2019. Research and development expenses were $485 thousand for the full year 2020, compared to $1.7 million for the full year 2019.  The decrease in research and development expenses for the full year 2020 was primarily due to the reduction of consultant and clinical expenses.  The Company anticipates clinical costs to increase significantly in 2021.

  • General Administrative Expenses:  General administrative expenses were $2.0 million for the fourth quarter of 2020, compared to $0.9 million for the same period in 2019. General administrative expenses were $6.3 million for the full year 2020, compared to $9.8 million for the full year 2019.  The decrease in general administrative expenses for the full year 2020 was primarily attributable to the reduction of stock compensation costs.

  • Net Income (Loss):  Net loss was $14.9 million for the fourth quarter of 2020, compared to a net loss of $1.5 million for the same period in 2019.  Net loss was $28.3 million for the full year 2020, resulting in basic and diluted net loss per share of $(6.45).  Net loss was $38.6 million for the full year 2019, resulting in basic and diluted net loss per share of $(11.42) before effect of reverse split. Net loss for the full year 2020 was attributable to a loss from operations of $6.8 million and total other expenses of $21.5 million.  Net loss for the full year 2019 was primarily attributable to the loss from operations of $16.0 million and total other expenses of $22.6 million.

About GTB-3550 TriKE™

GTB-3550 is the Company’s first TriKE™ product candidate being initially developed for the treatment AML.  GTB-3550 is a single-chain, tri-specific scFv recombinant fusion protein conjugate composed of the variable regions of the heavy and light chains of anti-CD16 and anti-CD33 antibodies and a modified form of IL-15.  The natural killer (NK) cell stimulating cytokine human IL-15 portion of the molecule provides a self-sustaining signal that activates NK cells and enhances their ability to kill.  We intend to study GTB-3550 in CD33 positive leukemias such as acute myeloid leukemia (AML), myelodysplastic syndrome (MDS), and other CD33+ hematopoietic malignancies.

About GT Biopharma, Inc.

GT Biopharma, Inc. is a clinical stage biopharmaceutical company focused on the development and commercialization of immuno-oncology therapeutic products based on our proprietary TriKE™ NK cell engager platform.  Our TriKE™ platform is designed to harness and enhance the cancer killing abilities of a patient’s immune system’s natural killer cells (NK cells).  GT Biopharma has an exclusive worldwide license agreement with the University of Minnesota to further develop and commercialize therapies using TriKE™ technology. For more information, please visit gtbiopharma.com.

Forward-Looking Statements

This press release contains certain forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict, including statements regarding the potential acquisition, the likelihood of closing the potential transaction, our clinical focus, and our current and proposed trials.  Words and expressions reflecting optimism, satisfaction or disappointment with current prospects, as well as words such as “believes”, “hopes”, “intends”, “estimates”, “expects”, “projects”, “plans”, “anticipates” and variations thereof, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking.  Our forward-looking statements are not a guarantee of performance, and actual results could differ materially from those contained in or expressed by such statements.  In evaluating all such statements, we urge you to specifically consider the various risk factors identified in our Form 10-K for the fiscal year ended December 31, 2020, in the section titled “Risk Factors” in Part I, Item 1A, filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2021 any of which could cause actual results to differ materially from those indicated by our forward-looking statements.

Our forward-looking statements reflect our current views with respect to future events and are based on currently available financial, economic, scientific, and competitive data and information on current business plans.  You should not place undue reliance on our forward-looking statements, which are subject to risks and uncertainties relating to, among other things:  (i) the sufficiency of our cash position and our ongoing ability to raise additional capital to fund our operations, (ii) our ability to complete our contemplated clinical trials, or to meet the FDA’s requirements with respect to safety and efficacy, (iii) our ability to identify patients to enroll in our clinical trials in a timely fashion, (iv) our ability to achieve approval of a marketable product, (v) design, implementation and conduct of clinical trials, (vii) the results of our clinical trials, including the possibility of unfavorable clinical trial results, (vii) the market for, and marketability of, any product that is approved, (viii) the existence or development of treatments that are viewed by medical professionals or patients as superior to our products, (ix) regulatory initiatives, compliance with governmental regulations and the regulatory approval process, and social conditions, and (x) various other matters, many of which are beyond our control.  Should one or more of these risks or uncertainties develop, or should underlying assumptions prove to be incorrect, actual results may vary materially and adversely from those anticipated, believed, estimated, or otherwise indicated by our forward-looking statements.

We intend that all forward-looking statements made in this press release will be subject to the safe harbor protection of the federal securities laws pursuant to Section 27A of the Securities Act, to the extent applicable.  Except as required by law, we do not undertake any responsibility to update these forward-looking statements to take into account events or circumstances that occur after the date of this press release.  Additionally, we do not undertake any responsibility to update you on the occurrence of any unanticipated events which may cause actual results to differ from those expressed or implied by these forward-looking statements.



Contact:


Institutional Investors:

Julie Seidel

Stern Investor Relations, Inc.



[email protected]

212-362-1200

Investor Relations:

Media Relations

David Castaneda

Susan Roush


[email protected] 


[email protected]

414-351-9758

805-624-7624


 

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SOURCE GT Biopharma, Inc.

Scienjoy Announces Strategic Partnership with Jiada Hexin to Launch Aesthetic Medicine Influencer Platform

PR Newswire

BEIJING, April 19, 2021 /PRNewswire/ — Scienjoy Holding Corporation (“Scienjoy”, the “Company”) (NASDAQ: SJ), a leading live entertainment mobile streaming platform in China, today announced that it has entered into a strategic partnership with Jiada Hexin (Beijing) Science and Technology Ltd. (“Jiada Hexin”), an online-to-offline (O2O) aesthetic medicine platform. The two companies will launch a live streaming aesthetic medicine platform that uses Scienjoy’s proprietary technologies to bring together customers, live streaming broadcasters and aesthetic medicine institutions.

In China trusted live streaming influencers are helping consumers navigate the new and complex world of aesthetic medicine. At the same time, institutions are increasingly moving online to places like Jiada Hexin’s O2O platform to connect efficiently with consumers, while consumers seek out these platforms to keep up to date with new aesthetic treatments. Online and live stream influencers have become a key part of aesthetic medicine marketing, offering personal experience sharing that has demystified the process, increased transparency and ultimately helped consumers make more informed decisions. According to the 2021 “China Aesthetic Medicine Market Outlook Report” jointly released by Deloitte and Meituan, China’s aesthetic medicine market already reached RMB197.5 billion in 2020 and by 2023 is expected to exceed RMB300 billion. Backed by growing consumer acceptance and low market penetration, the sector presents outsized opportunities for growth.  

Scienjoy and Jiada Hexin’s joint aesthetic medicine platform will combine Jiada Hexin’s existing network of over 200 certified institutions with Scienjoy’s pool of over 300,000 seasoned live streaming broadcasters. The majority of Scienjoy’s broadcasters fit the core aesthetic medicine demographic: women in their 20s and 30s with disposable income who are interested in maintaining a healthy and young appearance. This new platform will allow existing live streaming broadcasters to engage with viewers and attract new beauty broadcasters. In 2019, Scienjoy began incubating medical aesthetics-related initiatives to test popularity with broadcasters and existing users. The current iteration, the LikeMei Mini Program launched in November last year, has been integrated and tested on Scienjoy’s platforms and shown strong positive user feedback.

On the technical and feature side, the new aesthetic medicine platform will use Scienjoy’s proprietary artificial intelligence (AI) image analysis technology to help interested customers explore treatment options. AI has become a core component of Scienjoy’s business, with proprietary AI technology a key pillar of its live streaming platforms and an area of continued research and development. When users upload photos or videos to the platform, Scienjoy’s AI image analysis will accurately identify areas for attention, suggest different treatment options to the user and provide before and after image comparisons. The AI-generated “after” image will let early-stage potential customers explore and learn about their options before they are ready to contact a treatment provider. Combined with live streaming broadcaster personal experience sharing, and the ability of users to talk with aesthetic medicine professionals directly on the platform, AI technology helps to provide a well-rounded experience for users to explore and learn. These AI and broadcaster tools will help users to learn about the options and outcomes even before they connect with one of the over 200 aesthetic medicine institutions in Jiada Hexin’s network.

“We believe that with a combination of Scienjoy’s proprietary technologies, talented broadcasters and Jiada Hexin’s O2O aesthetic medicine experience, our strategic cooperation will create value for both sides,” commented Victor He, chairman and CEO of Scienjoy. “This partnership demonstrates how Scienjoy continues to look for new applications for our proprietary technology to generate growth and expand our industry reach.”

About Scienjoy Holding Corporation

Founded in 2011, Scienjoy is a leading mobile live streaming platform in China, and its core mission is to build a live streaming service matrix that delivers pleasant experience to users. With approximately 250 million registered users, Scienjoy currently operates four brands of live streaming platforms, consisting of: Showself, Lehai, Haixiu, and BeeLive (including Mifeng, BeeLive Chinese version, and BeeLive International for international markets). Scienjoy adopts multi-platform operation strategies and is committed to providing high quality and value-added services for users with innovative thinking. Based on the in-depth understanding and research of the live streaming industry and user behavior, Scienjoy is devoted to building a second life world in which the virtual world and the reality are integrated within the live streaming scenario, deeply integrating the industry through diversified live broadcasting scenarios, and empowering the industry by building a content-rich and vibrant Live Streaming Full Ecosystem. For more information, please visit http://ir.scienjoy.com/.

About Jiada Hexin (Beijing) Science and Technology Ltd. (“Jiada Hexin”)

Jiada Hexin, headquartered in Beijing, is an O2O aesthetic platform that connects consumers with over 200 institutions across mainland China. The platform serves to let consumers explore and research aesthetic medicine products and institutions. Jiada Hexin is committed to creating an integrated aesthetics medicine service platform to meet the diverse and personalized needs of its customers and help respected institutions efficiently reach their target audience.

Safe Harbor Statement

Certain statements made in this release are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. 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 the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, are: the ability to manage growth; ability to identify and integrate other future acquisitions; ability to obtain additional financing in the future to fund capital expenditures; fluctuations in general economic and business conditions; costs or other factors adversely affecting our profitability; litigation involving patents, intellectual property, and other matters; potential changes in the legislative and regulatory environment; a pandemic or epidemic. The forward-looking statements contained in this release are also subject to other risks and uncertainties, including those more fully described in the Company’s filings with the Securities and Exchange Commission (“SEC”) from time to time. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Such information speaks only as of the date of this release.

Media Relations Contact

Greta Bradford

ICR Inc.
[email protected]
+86 178-8882-8731

Investor Relations Contacts

Ray Chen

VP, Investor relations
Scienjoy Holding Corporation
+86-010-64428188
[email protected]

Jack Wang

ICR Inc.
+1 (212) 537-9254
[email protected] 

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SOURCE Scienjoy Holding Corporation

Amgen Launches Biomarker Assist™, a Program To Help More Patients With Non-Small Cell Lung Cancer Gain Access To Biomarker Testing

Half of All Patients With NSCLC Have Oncogene Mutations, Yet Many Patients Are Not Tested to Screen for Biomarkers

Professional Clinical Guidelines Recommend Broad Biomarker Testing for Actionable and Emerging Biomarkers, Including KRAS

Biomarker Assist™ May Provide Eligible Patients Savings on Biomarker Testing

PR Newswire

THOUSAND OAKS, Calif., April 19, 2021 /PRNewswire/ — Amgen (NASDAQ: AMGN) today announced the launch of Biomarker Assist, a program to help more patients with metastatic (stage IV) non-small cell lung cancer (NSCLC) gain access to biomarker testing. Biomarker testing at the time of diagnosis is a critical first step in getting patients on the right treatment. Through Biomarker Assist, eligible patients may save on biomarker testing.

Professional clinical guidelines, including the College of American Pathologists (CAP), the International Association for the Study of Lung Cancer (IASLC), the Association for Molecular Pathology (AMP) and the American Society of Clinical Oncology (ASCO) recommend comprehensive biomarker testing of multiple genes simultaneously—for both actionable and emerging biomarkers—for patients diagnosed with advanced NSCLC regardless of clinical characteristics such as age, race or smoking status.1

“Approximately half of all patients with non-small cell lung cancer have oncogene biomarkers, yet despite the integral role that biomarkers play in lung cancer to identify patients who may benefit from targeted therapies, many patients are not tested,” said Darryl Sleep, M.D., chief medical officer and senior vice president of Global Medical at Amgen.2,3 “Amgen is excited to launch Biomarker Assist, a patient support program that demonstrates our commitment to closing the gap in testing rates. Based on a patient’s biomarker status, clinicians and patients can make informed decisions on personalized treatment plans and targeted therapies which have significantly improved the prognosis for many patients.”

NSCLC is a heterogeneous disease associated with different driver mutations that are responsible for cancer development and growth.1 There are currently seven different actionable driver mutations in NSCLC with a number of emerging therapies under investigation for other molecular mutational drivers, including KRAS.

“The advancement of personalized medicine has transformed the treatment of lung cancer leading to the development of innovative targeted immunotherapies and personalized treatment plans for patients,” said Jennifer C. King, Ph.D., chief scientific officer of GO2 Foundation for Lung Cancer. “Over the last decade, the cancer community has learned a great deal about precision medicine, particularly for non-small cell lung cancer, but if patients aren’t getting comprehensive biomarker testing, then they are less likely to benefit from all of the therapeutic advancements. We welcome programs like Amgen’s Biomarker Assist because we need support from all stakeholders, including industry, so that comprehensive biomarker testing becomes universal for everyone who is diagnosed with lung cancer.”

About Amgen Biomarker Assist
Biomarker Assist is comprised of two programs: the Next Generation Sequencing (NGS) Affordability Program and the KRAS Single Gene Test (SGT) Program. The NGS Affordability Program offers assistance to eligible patients with out-of-pocket costs for a comprehensive biomarker panel for patients who have advanced or metastatic (stage IV) NSCLC. This panel must include the KRAS gene. The program is for commercially or privately insured patients. The KRAS Single Gene Test Program will provide a KRAS Mutation Analysis at no cost to any eligible patient, regardless of a patient’s results and insurance. Patients will receive results from participating NeoGenomics Laboratories. Both programs are valid for testing performed through Dec. 31, 2021. To learn more about eligibility for these programs and read the full Terms and Conditions, visit www.BiomarkerAssist.com or contact 1-888-4ASSIST with questions.

About Amgen Oncology
Amgen Oncology is searching for and finding answers to incredibly complex questions that will advance care and improve lives for cancer patients and their families. Our research drives us to understand the disease in the context of the patient’s life – not just their cancer journey – so they can take control of their lives.

For the last four decades, we have been dedicated to discovering the firsts that matter in oncology and to finding ways to reduce the burden of cancer. Building on our heritage, Amgen continues to advance the largest pipeline in the Company’s history, moving with great speed to advance those innovations for the patients who need them.

At Amgen, we are driven by our commitment to transform the lives of cancer patients and keep them at the center of everything we do. 

For more information, follow us on www.twitter.com/amgenoncology.

About Amgen
Amgen is committed to unlocking the potential of biology for patients suffering from serious illnesses by discovering, developing, manufacturing and delivering innovative human therapeutics. This approach begins by using tools like advanced human genetics to unravel the complexities of disease and understand the fundamentals of human biology.

Amgen focuses on areas of high unmet medical need and leverages its expertise to strive for solutions that improve health outcomes and dramatically improve people’s lives. A biotechnology pioneer since 1980, Amgen has grown to be one of the world’s leading independent biotechnology companies, has reached millions of patients around the world and is developing a pipeline of medicines with breakaway potential.

For more information, visit www.amgen.com and follow us on www.twitter.com/amgen.

Forward-Looking Statements
This news release contains forward-looking statements that are based on the current expectations and beliefs of Amgen. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including any statements on the outcome, benefits and synergies of collaborations, or potential collaborations, with any other company (including BeiGene, Ltd. or any collaboration to manufacture therapeutic antibodies against COVID-19), or the integration of Otezla® (apremilast) into our business (including anticipated Otezla sales growth and the timing of non-GAAP EPS accretion), as well as estimates of revenues, operating margins, capital expenditures, cash, other financial metrics, expected legal, arbitration, political, regulatory or clinical results or practices, customer and prescriber patterns or practices, reimbursement activities and outcomes, effects of pandemics or other widespread health problems such as the ongoing COVID-19 pandemic on our business, outcomes, progress, or effects relating to studies of Otezla as a potential treatment for COVID-19, and other such estimates and results. Forward-looking statements involve significant risks and uncertainties, including those discussed below and more fully described in the Securities and Exchange Commission reports filed by Amgen, including our most recent annual report on Form 10-K and any subsequent periodic reports on Form 10-Q and current reports on Form 8-K. Unless otherwise noted, Amgen is providing this information as of the date of this news release and does not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise.

No forward-looking statement can be guaranteed and actual results may differ materially from those we project. Discovery or identification of new product candidates or development of new indications for existing products cannot be guaranteed and movement from concept to product is uncertain; consequently, there can be no guarantee that any particular product candidate or development of a new indication for an existing product will be successful and become a commercial product. Further, preclinical results do not guarantee safe and effective performance of product candidates in humans. The complexity of the human body cannot be perfectly, or sometimes, even adequately modeled by computer or cell culture systems or animal models. The length of time that it takes for us to complete clinical trials and obtain regulatory approval for product marketing has in the past varied and we expect similar variability in the future. Even when clinical trials are successful, regulatory authorities may question the sufficiency for approval of the trial endpoints we have selected. We develop product candidates internally and through licensing collaborations, partnerships and joint ventures. Product candidates that are derived from relationships may be subject to disputes between the parties or may prove to be not as effective or as safe as we may have believed at the time of entering into such relationship. Also, we or others could identify safety, side effects or manufacturing problems with our products, including our devices, after they are on the market.

Our results may be affected by our ability to successfully market both new and existing products domestically and internationally, clinical and regulatory developments involving current and future products, sales growth of recently launched products, competition from other products including biosimilars, difficulties or delays in manufacturing our products and global economic conditions. In addition, sales of our products are affected by pricing pressure, political and public scrutiny and reimbursement policies imposed by third-party payers, including governments, private insurance plans and managed care providers and may be affected by regulatory, clinical and guideline developments and domestic and international trends toward managed care and healthcare cost containment. Furthermore, our research, testing, pricing, marketing and other operations are subject to extensive regulation by domestic and foreign government regulatory authorities. Our business may be impacted by government investigations, litigation and product liability claims. In addition, our business may be impacted by the adoption of new tax legislation or exposure to additional tax liabilities. If we fail to meet the compliance obligations in the corporate integrity agreement between us and the U.S. government, we could become subject to significant sanctions. Further, while we routinely obtain patents for our products and technology, the protection offered by our patents and patent applications may be challenged, invalidated or circumvented by our competitors, or we may fail to prevail in present and future intellectual property litigation. We perform a substantial amount of our commercial manufacturing activities at a few key facilities, including in Puerto Rico, and also depend on third parties for a portion of our manufacturing activities, and limits on supply may constrain sales of certain of our current products and product candidate development. An outbreak of disease or similar public health threat, such as COVID-19, and the public and governmental effort to mitigate against the spread of such disease, could have a significant adverse effect on the supply of materials for our manufacturing activities, the distribution of our products, the commercialization of our product candidates, and our clinical trial operations, and any such events may have a material adverse effect on our product development, product sales, business and results of operations. We rely on collaborations with third parties for the development of some of our product candidates and for the commercialization and sales of some of our commercial products. In addition, we compete with other companies with respect to many of our marketed products as well as for the discovery and development of new products. Further, some raw materials, medical devices and component parts for our products are supplied by sole third-party suppliers. Certain of our distributors, customers and payers have substantial purchasing leverage in their dealings with us. The discovery of significant problems with a product similar to one of our products that implicate an entire class of products could have a material adverse effect on sales of the affected products and on our business and results of operations. Our efforts to collaborate with or acquire other companies, products or technology, and to integrate the operations of companies or to support the products or technology we have acquired, may not be successful. A breakdown, cyberattack or information security breach could compromise the confidentiality, integrity and availability of our systems and our data. Our stock price is volatile and may be affected by a number of events. Global economic conditions may magnify certain risks that affect our business.  Our business performance could affect or limit the ability of our Board of Directors to declare a dividend or our ability to pay a dividend or repurchase our common stock. We may not be able to access the capital and credit markets on terms that are favorable to us, or at all.

The scientific information discussed in this news release related to our product candidates is preliminary and investigative. Such product candidates are not approved by the U.S. Food and Drug Administration, and no conclusions can or should be drawn regarding the safety or effectiveness of the product candidates. Further, any scientific information discussed in this news release relating to new indications for our products is preliminary and investigative and is not part of the labeling approved by the U.S. Food and Drug Administration for the products. The products are not approved for the investigational use(s) discussed in this news release, and no conclusions can or should be drawn regarding the safety or effectiveness of the products for these uses.

CONTACT: Amgen, Thousand Oaks
Megan Fox, 805-447-1423 (media)
Arvind Sood, 805-447-1060 (investors)


References

  1. Pennell NA, Arcila ME, Gandara DR, West H. Biomarker Testing for Patients With Advanced Non-Small Cell Lung Cancer: Real-World Issues and Tough Choices. Am Soc Clin Oncol Educ Book. 2019;39:531-542.
  2. Pakkala S, et al. JCI Insights. 2018;3:e120858.
  3. Gutierrez ME, Choi K, Lanman RB, et al. Genomic Profiling of Advanced Non-Small Cell Lung Cancer in Community Settings: Gaps and Opportunities. Clin Lung Cancer. 2017;18:651-659.

 

 

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SOURCE Amgen

Windtree Therapeutics Announces New Istaroxime Expedited Review Filing of Patent

Company Continues to Leverage Data to Strengthen the Istaroxime Patent Estate

PR Newswire

WARRINGTON, Pa., April 19, 2021 /PRNewswire/ — Windtree Therapeutics, Inc. (NasdaqCM: WINT) (“Windtree” or the “Company”), a biotechnology and medical device company focused on advancing multiple late-stage interventions for acute cardiovascular and pulmonary disorders, today announced it has filed a Track One prioritized application with the United States Patent and Trademark Office (USPTO) for a patent stemming from an application it filed previously under the Patent Cooperation Treaty (PCT). Under this USPTO program, the new istaroxime patent is expected to receive examination and final disposition within one year of priority status being granted, rather than the customary three years of examination anticipated by the USPTO for non-prioritized examinations.

Windtree is taking steps to strengthen the istaroxime patent estate since it is the Company’s lead pipeline asset. “With such high unmet need for patients in the disease areas we are studying istaroxime, we are focusing on ensuring our patent estate has the most protection possible. If we are successful in our clinical studies and eventually gain regulatory approval, our plan is for istaroxime to be well prepared and protected in the commercialization stage,” said Craig Fraser, CEO and President of Windtree. Istaroxime is currently being developed in early cardiogenic shock and in acute heart failure (AHF).

Early cardiogenic shock is a life-threatening state of lack of heart function and blood flow to vital organs that is associated with high risk of mortality, despite intensive monitoring and current treatments. Based on the need in this area, regulatory precedent exists for an approval in shock settings based upon improvements in blood pressure with an acceptable safety profile. The Company is currently executing an international randomized double blind placebo controlled study to assess the effect of istaroxime in patients with early cardiogenic shock due to heart failure. This study will include 60 patients (30 assigned to istaroxime and 30 assigned to placebo) receiving study drug infusion over 24 hours. The primary endpoint will evaluate systolic blood pressure over six hours after initiating the infusion. Secondary endpoints will include characterization of blood pressure changes over 24 hours, the number of patients requiring rescue therapy (vasopressors, inotropes or mechanical devices), assessment of renal function and measures associated with safety and tolerability.

After successfully completing positive phase 2a and phase 2b studies in acute heart failure, the next steps in development are focused on optimizing therapy and employing study enrichment strategies to create a strong phase 3 and partnership position. With adequate resources, we plan to conduct an additional phase 2b clinical trial that will enroll approximately 300 patients globally. The trial will focus on enrolling acute heart failure patients with low blood pressure and those who are diuretic resistant, two of the specific patient populations that we believe could particularly benefit from the unique profile and potential ability of istaroxime to increase cardiac function, increase blood pressure and improve renal function. This trial has been designed to collect data on measures that may serve as primary endpoints in a phase 3 clinical trial, and will potentially extend the infusion time beyond 24 hours. The company is currently preparing for the trial start and to secure full clinical funding for the trial with a focus on business development and partnership.

About Windtree Therapeutics

Windtree Therapeutics, Inc. is advancing multiple late-stage interventions for acute cardiovascular and pulmonary disorders to treat patients in moments of crisis. Using new clinical approaches, Windtree is developing a multi-asset franchise anchored around compounds with an ability to activate SERCA2a, with lead candidate istaroxime being developed as a first-in-class treatment for acute heart failure and early cardiogenic shock in heart failure. Windtree has also focused on developing AEROSURF® as a non-invasive surfactant treatment for premature infants with respiratory distress syndrome, and is facilitating transfer of clinical development of AEROSURF® to its licensee in Asia, Lee’s HK, while Windtree evaluates other uses for its synthetic KL4 surfactant for the treatment of acute pulmonary conditions including lung injury due to viral, chemical and radiation induced insults. Also in its portfolio is rostafuroxin, a novel precision drug product targeting hypertensive patients with certain genetic profiles.

For more information, please visit the Company’s website at www.windtreetx.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. The Company may, in some cases, use terms such as “predicts,” “believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Such statements are based on information available to the Company as of the date of this press release and are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially from the Company’s current expectations. Examples of such risks and uncertainties include: risks and uncertainties associated with the ongoing economic and social consequences of the COVID-19 pandemic, including any adverse impact on the Company’s clinical trials or disruption in supply chain; the success and advancement of the clinical development programs for istaroxime, AEROSURF®, KL4 surfactant and the Company’s other product candidates; the Company’s ability to secure significant additional capital as and when needed; the Company’s ability to access the debt or equity markets; the Company’s ability to manage costs and execute on its operational and budget plans; the results, cost and timing of the Company’s clinical development programs, including any delays to such clinical trials relating to enrollment or site initiation; risks related to technology transfers to contract manufacturers and manufacturing development activities; delays encountered by the Company, contract manufacturers or suppliers in manufacturing drug products, drug substances, aerosol delivery systems (ADS) and other materials on a timely basis and in sufficient amounts; risks relating to rigorous regulatory requirements, including that: (i) the FDA or other regulatory authorities may not agree with the Company on matters raised during regulatory reviews, may require significant additional activities, or may not accept or may withhold or delay consideration of applications, or may not approve or may limit approval of the Company’s product candidates, and (ii) changes in the national or international political and regulatory environment may make it more difficult to gain regulatory approvals and risks related to the Company’s efforts to maintain and protect the patents and licenses related to its product candidates; risks related to the size and growth potential of the markets for the Company’s product candidates, and the Company’s ability to service those markets; the Company’s ability to develop sales and marketing capabilities, whether alone or with potential future collaborators; and the rate and degree of market acceptance of the Company’s product candidates, if approved. These and other risks are described in the Company’s periodic reports, including the annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, filed with or furnished to the Securities and Exchange Commission and available at www.sec.gov. Any forward-looking statements that the Company makes in this press release speak only as of the date of this press release. The Company assumes no obligation to update forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release
 

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SOURCE Windtree Therapeutics, Inc.

SSR Mining Announces Normal Course Issuer Bid

PR Newswire

DENVER, April 19, 2021 /PRNewswire/ – SSR Mining Inc. (NASDAQ: SSRM) (TSX: SSRM) (ASX: SSR) (“SSR Mining” or the “Company”) today announced that it has received acceptance from the Toronto Stock Exchange (“TSX”), to initiate a Normal Course Issuer Bid (the “NCIB”) permitting SSR Mining to purchase for cancellation up to 10,000,000 common shares of the Company (“Common Shares”), representing 4.5% of SSR Mining’s total issued and outstanding Common Shares. As of April 9, 2021, SSR Mining had 220,193,975 issued and outstanding Common Shares.  

SSR Mining believes that the market price of its Common Shares does not always reflect its underlying fundamental value and future growth prospects. SSR Mining’s purchase of its Common Shares under the NCIB will supplement the existing base dividend and is part of its previously announced capital allocation framework for returning excess cash to shareholders.

SSR Mining may purchase Common Shares under the NCIB over the next twelve-month period beginning April 21, 2021 and ending April 20, 2022. Any purchases made under the NCIB will be effected through the facilities of the TSX, NASDAQ and/or alternative Canadian and United States trading systems. Any purchases made pursuant to the NCIB will be made in accordance with the rules of the TSX and will be made at market price at the time of purchase. Under the NCIB, other than purchases made under block purchase exemptions, the Company may purchase up to 144,221 Common Shares on the TSX during any trading day, which represents approximately 25% of 576,887 Common Shares, such number being the average daily trading volume on the TSX for the most recently completed six calendar months prior to the TSX’s acceptance of the notice of the NCIB.

In connection with the NCIB, the Company has entered into an automatic share purchase plan with a designated broker (the “ASPP”). The ASPP is intended to allow for the purchase of Common Shares under the NCIB at times when it would ordinarily not be permitted to purchase shares due to regulatory restrictions and customary self-imposed blackout periods.  The ASPP is also intended to meet the requirements of a Rule 10b5-1 trading plan under the U.S. Securities Exchange Act of 1934, and transactions under the ASPP will be conducted in accordance with Rule 10b-18 under the U.S. Securities Exchange Act of 1934.


About SSR Mining

SSR Mining Inc. is a leading, free cash flow focused intermediate gold company with four producing assets located in the USA, Turkey, Canada, and Argentina, combined with a global pipeline of high-quality development and exploration assets in the USA, Turkey, Mexico, Peru, and Canada. In 2020, the four operating assets produced approximately 711,000 gold-equivalent ounces.  SSR Mining is listed under the ticker symbol SSRM on the NASDAQ and the TSX, and SSR on the ASX.


SSR Mining Contacts

F. Edward Farid, Executive Vice President, Chief Corporate Development Officer 

SSR Mining Inc. 
E-Mail: [email protected]
Phone: +1 (888) 338-0046 or +1 (604) 689-3846

To receive SSR Mining’s news releases by e-mail, please register using the SSR Mining website at

www.ssrmining.com

.


Cautionary Note Regarding Forward-Looking Statements

This news release includes certain statements that constitute forward-looking information within the meaning of applicable securities laws, including statements related to the Company’s NCIB and ASPP (“forward-looking statements”). All statements in this news release, other than statements of historical fact, which address events, results, outcomes or developments that SSR Mining expects to occur are forward-looking statements. Forward-looking statements are generally, but not always, identified by the use of forward-looking terminology such as “expects”, is “expected”, “anticipates”, “plans” or “is planned”, “trends”, “estimates”, “intends” or “potential” or variations of such words and phrases and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved or the negative connotation of such terms.

SSR Mining cautions readers not to place undue reliance on the forward-looking statements in the information and content on this news release as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, outlooks, expectations, goals, estimates or intentions expressed in the forward-looking statements. These factors include, but are not limited to: changes in the Company’s cash position and its ability to repurchase shares, changes in the financial markets, changes in applicable laws and governmental regulations, fluctuations in the price of gold, fluctuations in relative currency values, risks related to obtaining and maintaining necessary permits and the unpredictability of and fluctuation in the trading price of the Company’s common shares.

Additional risk factors and details with respect to risk factors affecting the Company are set out in the Company’s latest Annual Information Form and MD&A, each under the heading “Risk Factors”, available on the SEDAR website at www.sedar.com or on EDGAR at www.sec.gov. The foregoing should be reviewed in conjunction with the information found in this news release. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether written or oral, or whether as a result of new information, future events or otherwise, except as required by applicable law.

All references to “$” in this press release are to U.S. dollars unless otherwise stated.

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SOURCE SSR Mining Inc.

Globe Life Inc. Announces First Quarter 2021 Earnings Release And Conference Call

PR Newswire

MCKINNEY, Texas, April 19, 2021 /PRNewswire/ — Globe Life Inc. (NYSE: GL) will release First Quarter 2021 earnings after the market closes on Wednesday, April 21, 2021.  At that time a copy of the Company’s Q1 – 2021 earnings press release and any other financial and statistical information about the quarter will be available on the Company’s website at https://investors.globelifeinsurance.com/ under Financial Reports and Other Financial Information.  In conjunction with the First Quarter 2021 Earnings Release of Globe Life Inc. you are invited to listen to a conference call that will be broadcast live over the Internet on Thursday, April 22, 2021 at 11:00 am Eastern (10:00 am Central).

First Quarter Conference Call


Thursday, April 22, 2021



11:00 a.m. (Eastern)

Listen live and as a replay at
https://investors.globelifeinsurance.com/
under Calls and Meetings

or

Call-In Number: 

1-334-323-0501

(Pass Code:  Globe Life Inc.)

Globe Life Inc. is a holding company specializing in life and supplemental health insurance for “middle income” Americans marketed through multiple distribution channels including direct to consumer, and exclusive and independent agencies. 

 

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SOURCE Globe Life Inc.

Microbix to Present at Bloom Burton Investor Conference

Virtual Healthcare Investor Conference on April 20 & 21

MISSISSAUGA, Ontario, April 19, 2021 (GLOBE NEWSWIRE) — Microbix Biosystems Inc. (TSX: MBX, OTCQB: MBXBF, Microbix®), a life sciences innovator and exporter, announces that its CEO, Cameron Groome, has been invited to present at the 2021 Bloom Burton & Co. Healthcare Investor Conference, being held virtually from Toronto, Ontario, Canada, on April 20 and 21, 2021.

Microbix’s CEO will speak to its latest corporate presentation at 2:30 PM ET, on Wednesday, April 21 as a part of Track 3 of the Conference. Microbix will also participate in a series of one-on-one meetings with institutional investors on both days of the Conference. Microbix’ latest corporate presentation will be made available at www.microbix.com, along with its other business information and financial disclosures.

About Microbix Biosystems

Microbix develops proprietary biological technology solutions for human health and well-being, with about 90 skilled employees and sales growing from a base of over $1 million per month. It makes a wide range of critical biological materials for the global diagnostics industry, notably antigens for immunoassays and its laboratory quality assessment products (QAPs™) that support clinical lab proficiency testing, enable assay development and validation, or help ensure the quality of clinical diagnostic workflows. Microbix antigens enable the antibody tests of over 100 international diagnostics companies, while its QAPs are sold to clinical laboratory accreditation organizations, diagnostics companies, and clinical laboratories. Microbix QAPs are now available in over 30 countries, distributed by 1WA (Oneworld Accuracy Inc.), Alpha-Tec Systems, Inc., D.I.D. Diagnostic International Distribution SpA, Labquality Oy, The Medical Supply Company of Ireland Ltd, R-Biopharm AG, and Seegene Canada Inc. Microbix is ISO 9001 and 13485 accredited, U.S. FDA registered, Australian TGA registered, Health Canada establishment licensed, and provides CE marked products.

Microbix also applies its biological expertise and infrastructure to develop other proprietary products and technologies, most notably viral transport medium (DxTM™) to stabilize patient samples for lab-based molecular diagnostic testing and Kinlytic® urokinase, a biologic thrombolytic drug used to treat blood clots. Microbix is traded on the TSX and OTCQB, and headquartered in Mississauga, Ontario, Canada.

About the Conference:

The Bloom Burton & Co. Healthcare Investor Conference brings together U.S., Canadian and international investors who are interested in the latest developments in the Canadian healthcare sector. Attendees will have an opportunity to obtain corporate updates from 66 of the premier Canadian publicly-traded and private companies through presentations and private meetings.

Conference Timing and Registration:

The Conference is being held virtually on Tuesday, April 20 and Wednesday, April 21, 2021 from 8:30 am to 5:00 pm ET. Registration information is available at https://www.bloomburton.com/conference.

About Bloom Burton & Co.:

Bloom Burton & Co. and its affiliates are dedicated to accelerating returns in healthcare for investors and companies. Bloom Burton has an experienced team of medical, scientific, pharmaceutical, legal, and capital markets professionals to perform due diligence and assist with achieving monetization events. Bloom Burton and its affiliates provide capital raising, M&A advisory, equity research, business strategy & scientific consulting, advisory on direct investing, and company creation & incubation services. Bloom Burton Securities Inc., an affiliate, is a member of the Investment Industry Regulatory Organization of Canada (IIROC) and the Canadian Investor Protection Fund (CIPF).

Forward-Looking Information

This news release includes “forward-looking information,” as such term is defined in applicable securities laws. Forward-looking information includes, without limitation, discussion of Bloom Burton and its conference, Microbix’s business and business results, goals or outlook, risks associated with financial results and stability, development projects such as those referenced herein, sales to foreign jurisdictions, engineering and construction, production (including control over costs, quality, quantity and timeliness of delivery), foreign currency and exchange rates, maintaining adequate working capital and raising further capital on acceptable terms or at all, and other similar statements concerning anticipated future events, conditions or results that are not historical facts. These statements reflect management’s current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. The Company cautions that all forward looking information is inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond the Company’s control. Accordingly, actual future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward-looking information. All statements are made as of the date of this news release and represent the Company’s judgement as of the date of this new release, and the Company is under no obligation to update or alter any forward-looking information.

Please visit www.microbix.com or www.sedar.com for recent Microbix filings.
For further information, please contact Microbix at:

Cameron Groome, CEO

(905) 361-8910
Jim Currie, CFO

(905) 361-8910
Deborah Honig,
Investor Relations

Adelaide Capital Markets
(647) 203-8793 [email protected]

Copyright © 2021 Microbix Biosystems Inc.

Microbix®, DxTM™, Kinlytic®, ONBOARDx™, PROCEEDx™, QAPs™, and REDx™ are trademarks of Microbix Biosystems Inc.

 



Herman Miller and Knoll to Combine, Creating the Preeminent Leader in Modern Design, Catalyzing the Transformation of the Home and Office

Brings Together Complementary Portfolios of Exceptional Brands for Commercial and Residential Settings

Enhances Scale and Capabilities to Drive Growth and Profitability

Accelerates Digital Transformation

Drives Strong Financial Benefits Including $100 Million in Expected Run-Rate Cost Synergies Within Two Years of Closing

Supported by Shared Culture and Commitment to Design, Innovation, 
Operational Excellence and Sustainability

Companies to Host Conference Call and Webcast at 8:30 a.m. ET Today

ZEELAND, Mich. and EAST GREENVILLE, Pa., April 19, 2021 (GLOBE NEWSWIRE) — Herman Miller, Inc. (NASDAQ: MLHR) and Knoll Inc. (NYSE: KNL) today announced that they have entered into a definitive agreement under which Herman Miller will acquire Knoll in a cash and stock transaction valued at $1.8 billion. The transaction, which has been unanimously approved by the Boards of Directors of both companies, is expected to close by the end of the third quarter of calendar year 2021, subject to the satisfaction of closing conditions.

Under the terms of the agreement, Knoll shareholders will receive $11.00 in cash and 0.32 shares of Herman Miller common stock for each share of Knoll common stock they own. Based on Herman Miller’s five-day volume weighted average price of $43.94 per share, the transaction terms imply a purchase price of $25.06 per share, representing a 45% premium to Knoll’s closing share price on April 16, 2021. Upon completion of the transaction, Herman Miller shareholders will own approximately 78% of the combined company and Knoll shareholders will own approximately 22%.

In connection with the closing of the transaction, Herman Miller will purchase all of the outstanding shares of Knoll’s preferred stock from Investindustrial VII L.P. (“Investindustrial”) for a fixed cash consideration of $253 million, representing an equivalent price of $25.06 for each underlying share of Knoll common stock. Investindustrial has entered into a voting agreement to vote in favor of the transaction at the special meeting of Knoll shareholders to be held in connection with the transaction.

This highly complementary combination will create the preeminent leader in modern design, catalyzing the transformation of the home and office sectors at a time of unprecedented disruption. Herman Miller and Knoll collectively have 19 leading brands, presence across over 100 countries worldwide, a global dealer network, 64 showrooms globally, more than 50 physical retail locations and global multi-channel eCommerce capabilities. The combined company will have pro forma annual revenue of approximately $3.6 billion and pro forma adjusted EBITDA of approximately $552 million, based on each company’s respective last reported 12 months and including the anticipated $100 million of cost synergies, implying adjusted EBITDA margins of approximately 16%.

“This transaction brings together two pioneering icons of design with strong businesses, attractive portfolios and long histories of innovation,” said Andi Owen, President and Chief Executive Officer of Herman Miller. “As distributed working models become the new normal for companies, businesses are reimagining the office to foster collaboration, culture and focused work, while supporting a growing remote employee base. At the same time, consumers are making significant investments in their homes. With a broad portfolio, global footprint and advanced digital capabilities, we will be poised to meet our customers everywhere they live and work. Together, we will offer a deep portfolio of brands, technology, talent and innovation, to create meaningful growth opportunities in all areas of the combined business.”

“This combination validates the strategic direction and our success in building a preeminent constellation of design-driven brands and leaders, and is a testament to the achievements of the entire Knoll team in bringing a contemporary perspective to how we work and live,” said Andrew Cogan, Knoll Chairman and Chief Executive Officer. “We believe this combination offers significant benefits to our shareholders, clients, dealers and associates. Our shareholders will receive immediate and certain value, as well as future upside potential through ownership in an industry leader with significant growth opportunities. Our clients, the design community and dealers will have access to an expanded, exceptional portfolio of brands through enhanced channels. And our associates will benefit as part of a larger and more diversified company with a shared design legacy.”

Ms. Owen added, “In addition to driving value for Herman Miller and Knoll shareholders, dealers and customers will benefit from a broader combined portfolio that will deliver beauty, joy, efficiency and utility. The transaction will also create enhanced opportunities for employees across both organizations. Herman Miller and Knoll both have cultures guided by values that support problem-solving design, and doing well by doing good, and these shared beliefs will contribute to a smooth integration.”

Compelling Strategic and Financial Benefits

  • Pairs two industry pioneers to catalyze the transformation of the home and office at a time of unprecedented disruption. As powerful trends reshape our lives – including distributed work, a greater focus on the home, digital disruption, the rise of DTC business models and a focus on sustainability, the health and well-being of employees, communities and the planet – the combined company will be well positioned to lead the industry in redefining home and office design solutions.

  • Combines two highly complementary businesses to create a broader product portfolio. The transaction unites two exceptional portfolios of complementary brands, each with its own design legacy that places them at the epicenter of modern furnishings, and more broadly, modern design.

  • Enhances scale and capabilities to drive growth and profitability. The combined company will have a scaled U.S. and international footprint to facilitate growth of the combined portfolio through Herman Miller’s and Knoll’s well-established distribution channels. Together, Herman Miller and Knoll will have increased reach and the ability to better serve customers across the contract furnishings sector, residential trade segment and retail audience. In addition, the transaction will enhance engagement with architects and interior designers, who support the decision-making for both Contract and Residential customers.
  • Accelerates digital and technology transformation. Herman Miller’s digital transformation in both the Retail and Contract channels provides a strong foundation for the combined company to scale existing investments in both new and expanded digital capabilities. These investments will enable the combined company to further accelerate progress, ensuring it meets the highest level of manufacturing excellence, customer sales and service, and user experience.

  • Brings together common cultures and capabilities, with a shared commitment to social responsibility. Herman Miller and Knoll have a long history and shared cultures and commitment to design, innovation, operational excellence, sustainability and social good. The transaction will ensure that the combined company continues to deliver the highest quality products to customers while further reinforcing Herman Miller’s and Knoll’s shared focus on building more sustainable, diverse and inclusive enterprises.

  • Delivers significant financial benefits. The transaction is expected to generate $100 million of run-rate cost synergies within two years of closing, driven primarily by SG&A, supply chain, procurement and logistics savings. Bringing together Herman Miller and Knoll is also expected to generate significant revenue synergies across the combined business through enhanced scale, cross-selling, and digital and eCommerce opportunities. The transaction is expected to be accretive to Herman Miller’s adjusted cash earnings per share in the first 12 months following the close of the transaction.

Following the close of the transaction, Ms. Owen will serve as President and Chief Executive Officer of the combined company. Mr. Cogan plans to depart the combined company upon closing of the transaction after a successful 30-year career with Knoll, during which time Knoll received the National Design Award for Corporate and Institutional Achievement from the Smithsonian’s Cooper-Hewitt, National Design Museum. 

Commenting on Mr. Cogan’s leadership, Ms. Owen concluded, “I want to thank Andrew for his partnership in reaching this agreement and recognize his outstanding dedication to Knoll during its many years of success. Knoll thrives today as a result of Andrew’s dedication to its founders’ commitment to good design. In the process, he has built an organization and brand portfolio dedicated to design leadership, operational excellence, digital innovation and customer experience, building on the storied Knoll heritage and pioneering the development of groundbreaking products. We look forward to welcoming Knoll’s incredibly talented team.”

Approvals, Financing and Timing to Close

The transaction, which is expected to close by the end of the third quarter of calendar year 2021, is subject to approval by Herman Miller and Knoll shareholders, the receipt of required regulatory approvals and the satisfaction of other customary closing conditions.

The transaction is not conditioned on financing. Herman Miller expects to fund the cash portion of the transaction consideration with a combination of new debt and cash on hand. Herman Miller has obtained a commitment from Goldman Sachs for $1.751 billion of senior secured revolving and term loan credit facilities, subject to customary conditions.

Advisors

Goldman Sachs & Co. LLC is serving as financial advisor to Herman Miller and Wachtell, Lipton, Rosen & Katz is serving as legal advisor. BofA Securities is serving as financial advisor to Knoll and Sullivan & Cromwell is serving as legal advisor.

Conference Call, Webcast and Presentation

Herman Miller and Knoll will host a conference call and webcast today at 8:30 a.m. ET to discuss the transaction. The webcast and accompanying slides can be accessed on the internet in the investor relations section of either www.hermanmiller.com or www.knoll.com. The live call is also available by dialing (877) 524-8416 within the U.S. and (412) 902-1028 for international callers. A replay of the conference call will be available on both companies’ investor relations websites following the call.

Transaction Website

Additional information on the transaction and related materials can be found on a joint transaction website at www.NewLeaderInModernDesign.com.

About Herman Miller

Herman Miller is a globally recognized leader in design. Since its inception in 1905, the company’s innovative, problem-solving designs and furnishings have inspired the best in people wherever they live, work, learn, heal, and play. In 2018, Herman Miller created Herman Miller Group, a purposefully selected, complementary family of brands that includes Colebrook Bosson Saunders, Design Within Reach, Geiger, HAY, Maars Living Walls, Maharam, and naughtone. Guided by a shared purpose—design for the good of humankind—Herman Miller Group shapes places that matter for customers while contributing to a more equitable and sustainable future for all. For more information visit www.hermanmiller.com/about-us.

About Knoll

Knoll, Inc. is a constellation of design-driven brands and people, working together with our clients in person and digitally to create inspired modern interiors. Our internationally recognized portfolio includes furniture, textiles, leathers, accessories, and architectural and acoustical elements. Our brands — Knoll Office, KnollStudio, KnollTextiles, KnollExtra, Spinneybeck | FilzFelt, Edelman Leather, HOLLY HUNT, DatesWeiser, Muuto, and Fully — reflect our commitment to modern design that meets the diverse requirements of high performance workplaces, work from home settings and luxury residential interiors. A recipient of the National Design Award for Corporate and Institutional Achievement from the Smithsonian`s Cooper-Hewitt, National Design Museum, Knoll, Inc. is aligned with the U.S. Green Building Council and the Canadian Green Building Council and can help organizations achieve the Leadership in Energy and Environmental Design (LEED) workplace certification. Our products can also help clients comply with the International Living Future Institute to achieve Living Building Challenge Certification, and with the International WELL Building Institute to attain WELL Building Certification. Knoll, Inc. is the founding sponsor of the World Monuments Fund Modernism at Risk program.

Forward-Looking Statements

This press release relates to a proposed business combination transaction between Herman Miller, Inc. (the “Company”) and Knoll, Inc. (“Knoll”). This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to future events and anticipated results of operations, business strategies, the anticipated benefits of the proposed transaction, the anticipated impact of the proposed transaction on the combined company’s business and future financial and operating results, the expected amount and timing of synergies from the proposed transaction, the anticipated closing date for the proposed transaction and other aspects of our operations or operating results. These forward-looking statements generally can be identified by phrases such as “will,” “expects,” “anticipates,” “foresees,” “forecasts,” “estimates” or other words or phrases of similar import. It is uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of operations and financial condition of the combined companies or the price of the Company’s or Knoll’s stock. These forward-looking statements involve certain risks and uncertainties, many of which are beyond the parties’ control, that could cause actual results to differ materially from those indicated in such forward-looking statements, including but not limited to: the impact of public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics, and any related company or government policies and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies and markets; the effect of the announcement of the merger on the ability of the Company or Knoll to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom the Company or Knoll does business, or on the Company’s or Knoll’s operating results and business generally; risks that the merger disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; the outcome of any legal proceedings related to the merger; the ability of the parties to consummate the proposed transaction on a timely basis or at all; the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner; the ability of the Company to successfully integrate Knoll’s operations; the ability of the Company to implement its plans, forecasts and other expectations with respect to the Company’s business after the completion of the transaction and realize expected synergies; business disruption following the merger; general economic conditions; the availability and pricing of raw materials; the financial strength of our dealers and the financial strength of our customers; the success of newly-introduced products; the pace and level of government procurement; and the outcome of pending litigation or governmental audits or investigations. These risks, as well as other risks related to the proposed transaction, will be included in the registration statement on Form S-4 and joint proxy statement/prospectus that will be filed with the Securities and Exchange Commission (the “SEC”) in connection with the proposed transaction. While the risks presented here, and those to be presented in the registration statement on Form S-4, are considered representative, they should not be considered a complete statement of all potential risks and uncertainties. For additional information about other factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s and Knoll’s respective periodic reports and other filings with the SEC, including the risk factors identified in the Company’s and Knoll’s most recent Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K. The forward-looking statements included in this press release are made only as of the date hereof. Neither the Company nor Knoll undertakes any obligation to update any forward-looking statements to reflect subsequent events or circumstances, except as required by law.

No Offer or Solicitation

This press release is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Additional Information About the Merger and Where to Find It

In connection with the proposed transaction, the Company intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of the Company and Knoll and that also constitutes a prospectus of the Company. Each of the Company and Knoll may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the proxy statement/prospectus or registration statement or any other document that the Company or Knoll may file with the SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to stockholders of the Company and Knoll. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement and joint proxy statement/prospectus (if and when available) and other documents containing important information about the Company, Knoll and the proposed transaction, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by the Company will be available free of charge on the Company’s website at https://investors.hermanmiller.com/sec-filings or by contacting the Company’s Investor Relations department at [email protected]. Copies of the documents filed with the SEC by Knoll will be available free of charge on Knoll’s website at https://knoll.gcs-web.com/sec-filings or by contacting Knoll’s Investor Relations department at [email protected].

Participants in the Solicitation

The Company, Knoll and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of the Company, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in the Company’s proxy statement for its 2020 Annual Meeting of Stockholders, which was filed with the SEC on September 1, 2020, and the Company’s Annual Report on Form 10-K for the fiscal year ended May 30, 2020, which was filed with the SEC on July 28, 2020, as well as in a Form 8-K filed by the Company with the SEC on July 17, 2020. Information about the directors and executive officers of Knoll, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth in Knoll’s proxy statement for its 2021 Annual Meeting of Stockholders, which was filed with the SEC on April 1, 2021, and Knoll’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 1, 2021. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the Company or Knoll using the sources indicated above.

Contacts

Herman Miller

Investors:

Jeff Stutz
Chief Financial Officer
616 654-8538
[email protected]

Kevin Veltman
VP of Investor Relations & Treasurer
616 654-3973
[email protected]

Media:

Todd Woodward
[email protected]
616 654-5977

Knoll

Investors:

Charles Rayfield 
Senior Vice President and Chief Financial Officer
215 679-1703
[email protected]

Media:

David E. Bright
Senior Vice President, Communications
212 343-4135
[email protected]

___________________________________
1
Includes $1.25 billion of term loan facilities and a $0.5 billion revolving credit facility expected to be undrawn at close.

 



Hillman Acquires OZCO Building Products

Further Strengthens Hillman’s Market Leading Portfolio of Hardware and Home Improvement Brands and Products

CINCINNATI, April 19, 2021 (GLOBE NEWSWIRE) — The Hillman Companies, Inc. (NYSE-AMEX: HLM.PR) (the “Company” or “Hillman”), a leader in the hardware and home improvement industry, announced today that it has acquired OZCO Building Products (“OZCO”).

With annual net revenue of approximately $18 million, OZCO is a leading manufacturer of superior quality outdoor hardware in the U.S. and Canada. It is best known for originating the Ornamental Wood Ties hardware category. OZCO offers structural fasteners and connectors across 14 product lines for use in decks, benches, fences, gates, gardens, pergolas, planters, posts and other general construction needs. With over 200 SKU’s and 23 U.S. patents, OZCO serves retail DIY customers and building professionals through a distribution network reaching over 1,000 stores and hundreds of independent dealers, as well as direct-to-consumers through e-commerce channels. Over the past 17 years, OZCO has developed many long standing customer relationships and an unrivaled reputation for best-in-class customer service, which together with its geographic footprint, proprietary brands, supply chain, product mix, and local leadership positions, fit squarely into Hillman’s deeply embedded network of strategic partnerships with omni-channel retailers. OZCO will operate as part of Hillman’s Hardware Solutions business. Ian Hill, Founder & General Manager of OZCO, will continue on with Hillman as a key member of the senior leadership team.

Doug Cahill, Chairman and Chief Executive Officer of Hillman stated, “We are thrilled to welcome Ian and the OZCO team to our growing Hillman family. This transaction is another great example of how we are creating value through strategically and financially accretive M&A. We will continue to pursue M&A, while maintaining our desired public company credit profile, and our organic growth initiatives to capitalize on industry tailwinds from enduring at home living trends and related strength in the repair and remodel market where we are a leading player.” Mr. Cahill continued, “Ian and his team are master innovators, with over 70% of OZCO product sales covered by patents. We are excited to leverage OZCO’s innovation and creativity across our much larger sales and distribution platform to further propel its growth and profitability while extending Hillman’s competitive moat to the attractive outdoor product category.”

Mr. Hill commented, “I have been very impressed with the Hillman team.  Their long history of success is a result of their commitment to focusing on and listening to customers.  This is not just a fancy banner on the wall; it’s how they operate, and I love that.  This is just one of many examples why this decision to join Hillman was so clear and obvious for OZCO. Hillman’s distribution and sales organization will quickly be expanding the availability of OZCO’s products throughout the U.S. and Canada.  OZCO’s long-time customers will undoubtedly benefit from this strategic move for many years to come.  Hillman also embraces technology and values innovation and intellectual property.  This is a very attractive part of Hillman that will allow us to continue to develop innovative products at a faster pace.”    

About Hillman

Founded in 1964 and headquartered in Cincinnati, Ohio, Hillman is a leading North American provider of complete hardware solutions, delivered with industry best customer service to over 40,000 locations. Hillman designs innovative product and merchandising solutions for complex categories that deliver an outstanding customer experience to home improvement centers, mass merchants, national and regional hardware stores, pet supply stores, and OEM & Industrial customers. Leveraging a world-class distribution and sales network, Hillman delivers a “small business” experience with “big business” efficiency. For more information on Hillman, visit www.hillmangroup.com.  

About OZCO Building Products

OZCO Building Products is known for disruptive innovations and product design features that accelerate aesthetically pleasing installation. OZCO is the originator and leader in the Ornamental Wood Ties (OWT) hardware category, offering high-quality structural connectors for use in decks, pergolas, arbors, pavilions, planters, and more. OZCO also offers specialty fasteners through its OWT Timber Screws and OWT Timber Bolts product lines, and OZ-Post features the largest selection of drivable post anchors for fence, deck and sign installations. The OZCO family of products are designed and manufactured for superior performance, visual appeal, and functionality, with innovations so revolutionary they have been granted 23 U.S. patents and more in patent-pending status. Learn More: https://www.OZCObp.com.

Additional Information

In connection with the proposed business combination between the Company and Landcadia Holdings III, Inc. (NASDAQ: LCY) (“Landcadia III”), Landcadia III filed a registration statement on Form S-4 with the Securities and Exchange Commission (the “SEC”), which includes a proxy statement/prospectus, that will be both the proxy statement to be distributed to holders of Landcadia III’s common stock in connection with its solicitation of proxies for the vote by Landcadia III’s stockholders with respect to the proposed business combination and other matters as may be described in the registration statement, as well as the prospectus relating to the offer and sale of the securities to be issued in the business combination. After the registration statement is declared effective, Landcadia III will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders. This document does not contain all the information that should be considered concerning the proposed business combination and is not intended to form the basis of any investment decision or any other decision in respect of the business combination. Landcadia III’s stockholders, the Company’s stockholders and other interested persons are advised to read the preliminary proxy statement/prospectus included in the registration statement and, when available, the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed business combination, as these materials will contain important information about the Company, Landcadia III and the business combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed business combination will be mailed to stockholders of Landcadia III as of a record date to be established for voting on the proposed business combination. Landcadia III’s stockholders and the Company’s stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: Landcadia Holdings III, Inc., 1510 West Loop South, Houston, Texas 77027, Attention: General Counsel, (713) 850-1010.

Participants in the Solicitation

Landcadia III and Hillman and their respective directors and officers may be deemed participants in the solicitation of proxies of Landcadia III’s stockholders in connection with the proposed business combination. A list of the names of Landcadia III’s directors and executive officers and a description of their interests in Landcadia III is contained in Landcadia III’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov. Information about the Company’s directors and executive officers is available in Hillman’s Annual Report on Form 10-K for the year ended December 28, 2019 and certain of its Current Reports on Form 8-K.

Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Landcadia III stockholders in connection with the proposed business combination is set forth in the registration statement on Form S-4 containing the proxy statement / prospectus for the business combination. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed business combination is included in the proxy statement that Landcadia III filed with the SEC, including Jefferies Financial Group Inc.’s and/or its affiliate’s various roles in the transaction. You should keep in mind that the interest of participants in such solicitation of proxies may have financial interests that are different from the interests of the other participants. These documents can be obtained free of charge from the sources indicated above.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.  The Company’s and Landcadia III’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events.  Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements.  These forward-looking statements include, without limitation, the Company’s and Landcadia III’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 transaction and the timing of the completion of the proposed transaction. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results.  Most of these factors are outside the Company’s and Landcadia III’s control and are difficult to predict.  Factors that may cause such differences include, but are not limited to: (1) the risk that the proposed business combination disrupts the Company’s current plans and operations; (2) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the Company to grow and manage growth profitably and retain its key employees; (3) costs related to the proposed business combination; (4) changes in applicable laws or regulations; (5) the possibility that Landcadia III or the Company may be adversely affected by other economic, business, and/or competitive factors; (6) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (7) the outcome of any legal proceedings that may be instituted against Landcadia III or the Company following the announcement of the merger agreement; (8) the inability to complete the proposed business combination, including due to failure to obtain approval of the stockholders of Landcadia III or Hillman, certain regulatory approvals or satisfy other conditions to closing in the merger agreement; (9) the impact of COVID-19 on the Company’s business and/or the ability of the parties to complete the proposed business combination; (10) the inability to obtain or maintain the listing of the combined company’s shares of common stock on Nasdaq following the proposed transaction; or (11) other risks and uncertainties indicated from time to time in the registration statement containing the proxy statement/prospectus relating to the proposed business combination, including those under “Risk Factors” therein, and in Landcadia III’s or the Company’s other filings with the SEC.  The foregoing list of factors is not exclusive, and readers should also refer to those risks that will be included under the header “Risk Factors” in the registration statement on Form S-4 filed by Landcadia III with the SEC and those included under the header “Risk Factors” in the final prospectus of Landcadia III related to its initial public offering.   Readers are cautioned not to place undue reliance upon any forward-looking statements in this press release, which speak only as of the date made.   Landcadia III and the Company do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements in this press release to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering 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.

Contacts

Investor Relations

Rodny Nacier / Brad Cray
[email protected]
(513) 826-5495

Public Relations

Phil Denning / Doug Donsky
[email protected]