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Pitney Bowes Announces Cash Tender Offers

Pitney Bowes Announces Cash Tender Offers

STAMFORD, Conn.–(BUSINESS WIRE)–
Pitney Bowes Inc. (NYSE: PBI) (the “Company” or “Pitney Bowes”) announced today that it has commenced cash tender offers (collectively, the “Tender Offers,” and each offer to purchase a series of notes individually, a “Tender Offer”) to purchase up to $375,000,000 aggregate principal amount (the “Aggregate Maximum Principal Amount”), of the outstanding notes of the Company as set forth in the table below (collectively, the “Notes”). The Company will accept for purchase its outstanding 4.625% Notes due 2024 (the “4.625% Notes”), 4.700% Notes due 2023 (the “4.700% Notes”) and 3.875% Notes due 2022 (the “3.875% Notes” and, together with the 4.625% Notes and the 4.700% Notes, the “Notes”), up to the Waterfall Series Tender Cap applicable to such series of Notes as set forth on the table below (each, a “Waterfall Series Tender Cap” and together, the “Waterfall Series Tender Caps”).

The Tender Offers are subject to the satisfaction or waiver of a number of conditions as set forth in an Offer to Purchase dated March 8, 2021 (the “Offer to Purchase”), including the receipt by the Company of proceeds from newly issued debt on terms reasonably satisfactory to the Company in its sole discretion, and generating net proceeds in an amount that is sufficient to effect the repurchase of all Notes validly tendered (and not validly withdrawn) by holders of Notes and accepted for purchase by the Company pursuant to the Tender Offers. Terms used but not defined herein have the meaning ascribed to them in the Offer to Purchase.

 

Dollars per $1,000 Principal Amount of Notes

Series of Notes(3)

CUSIP

Number(s)

Aggregate Principal

Amount Outstanding

Waterfall

Series

Tender Cap

Acceptance

Priority

Level

Tender Offer

Consideration(1)

Early Tender

Premium (1)

Total Consideration

(1)(2)

4.625% Notes due 2024

724479AJ9

$374,000,000

$225,000,000

1

$1,025.00

$30.00

$1,055.00

4.700% Notes due 2023(3)

724479AN0

$271,000,000

$125,000,000

2

$1,057.50

$30.00

$1,087.50

3.875% Notes due 2022(3)

724479AL4

$148,792,000

$25,000,000

3

$1,015.00

$30.00

$1,045.00

_____________________

(1)

Per $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase by the Company.

(2)

Includes the Early Tender Premium (as defined herein) for Notes validly tendered prior to the Early Tender Time (and not validly withdrawn) and accepted for purchase by the Company.

(3)

 

Interest rates included herein represent the respective initial interest rate of each series of Notes subject to the Tender Offers. Due to credit rating downgrades on each series of Notes since they were originally issued, the 4.700% Notes and the 3.875% Notes currently bear interest at a rate of 5.950% per annum and 5.375% per annum, respectively. On February 10, 2021, Standard & Poor’s downgraded the Company’s credit rating and the credit rating of its secured and unsecured debt. As a result of such downgrades, the interest rate payable on the 4.700% Notes will increase from 5.950% per annum to 6.200% per annum on April 1, 2021, and the interest rate on the 3.875% Notes will increase from 5.375% per annum to 5.625% per annum on May 15, 2021.

The Tender Offers will expire at 11:59 p.m., New York City time, on April 2, 2021, or any other date and time to which the Company extends such Tender Offer (such date and time, the “Expiration Time”), unless earlier terminated. No tenders of Notes will be valid if submitted after the Expiration Time. Tendered Notes may be validly withdrawn from the Tender Offers at or prior to, but not after, 5:00 p.m., New York City time, on March 19, 2021 (such date and time, as it may be extended, the “Withdrawal Deadline”). Holders of Notes who tender their Notes after the Withdrawal Deadline, but prior to the Expiration Time, may not withdraw their tendered Notes, except for certain limited circumstances where additional withdrawal rights are required by law.

Upon the terms and subject to the conditions of the Tender Offers, the consideration for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offers will be the tender offer consideration for the applicable series of Notes set forth in the table above (with respect to each series of Notes, the “Tender Offer Consideration”). Holders of Notes that are validly tendered at or prior to 5:00 p.m., New York City time, on March 19, 2021 (such date and time, as it may be extended, the “Early Tender Time”) and accepted for purchase pursuant to the Tender Offers will receive the applicable Tender Offer Consideration plus the early tender premium for the applicable series of Notes set forth in the table above (with respect to each series of Notes, the “Early Tender Premium” and, together with the applicable Tender Offer Consideration, the “Total Consideration”). Holders of Notes validly tendered after the Early Tender Time, but before the Expiration Time, and accepted for purchase pursuant to the Tender Offers will receive the applicable Tender Offer Consideration, but not the Early Tender Premium.

In addition to the Tender Offer Consideration or the Total Consideration, as applicable, all holders of Notes accepted for purchase pursuant to the Tender Offers will, on the Early Settlement Date or the Final Settlement Date (each as defined below), as applicable, also receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but not including, the Early Settlement Date or the Final Settlement Date, as applicable.

With respect to any valid tender in respect of any 4.625% Notes or 4.700% Notes accepted for purchase by the Company, the Company will also pay a soliciting broker fee of $2.50 per $1,000 principal amount of such series of Notes to retail brokers that are appropriately designated by their beneficial holder clients to receive this fee (except for 4.625% Notes or 4.700% Notes tendered by a retail broker for its own account), provided that such fee will only be paid with respect to tenders by beneficial holders whose aggregate principal amount of such series of Notes is $250,000 or less.

Subject to compliance with applicable law, the Company may (i) extend or otherwise amend the Early Tender Time or the Expiration Time with respect to any Tender Offer or (ii) increase or decrease the Aggregate Maximum Principal Amount and/or any Waterfall Series Tender Cap, in each case without extending the Withdrawal Deadline for such Tender Offer or otherwise reinstating withdrawal rights of Holders for such Tender Offer. In addition, the Early Tender Time with respect to a Tender Offer can be extended independently of the Early Tender Time or Withdrawal Deadline with respect to any other Tender Offer. There can be no assurance that the Company will change the Aggregate Maximum Principal Amount or any Waterfall Series Tender Cap. If the Company changes the Aggregate Maximum Principal Amount and/or any Waterfall Series Tender Cap, it does not expect to extend the Withdrawal Deadline, subject to applicable law.

The Company reserves the right, in its sole discretion, at any point following the Early Tender Time and before the Expiration Time, to accept for purchase any Notes validly tendered at or prior to the Early Tender Time (the date of such acceptance and purchase, the “Early Settlement Date”), subject to the Aggregate Maximum Principal Amount, the Acceptance Priority Levels, the Waterfall Series Tender Caps and proration as described herein. The Early Settlement Date will be determined at the Company’s option and is currently expected to occur on March 23, 2021, assuming the conditions to the Tender Offers have been either satisfied or waived by the Company at or prior to the Early Settlement Date. The Company has no obligation to elect to have an Early Settlement Date. Irrespective of whether the Company chooses to exercise the Company’s option to have an Early Settlement Date, it will purchase any remaining Notes that have been validly tendered at or prior to the Expiration Time and accepted for purchase, subject to all conditions to the Tender Offers having been either satisfied or waived by the Company, promptly following the Expiration Time (the date of such acceptance and purchase, the “Final Settlement Date”; the Final Settlement Date and the Early Settlement Date each being a “Settlement Date”), subject to the Aggregate Maximum Principal Amount, the Acceptance Priority Levels, the Waterfall Series Tender Caps and proration as described herein. The Final Settlement Date is expected to occur on the second business day following the Expiration Time, assuming the conditions to the Tender Offers have been either satisfied or waived by the Company at or prior to the Expiration Time and the Aggregate Maximum Principal Amount is not purchased on the Early Settlement Date.

Subject to the Aggregate Maximum Principal Amount, the Waterfall Series Tender Caps and proration as described herein, all Notes validly tendered at or before the Early Tender Time having a higher Acceptance Priority Level will be accepted before any Notes validly tendered at or before the Early Tender Time having a lower Acceptance Priority Level are accepted, and all Notes validly tendered after the Early Tender Time having a higher Acceptance Priority Level will be accepted before any Notes validly tendered after the Early Tender Time having a lower Acceptance Priority Level are accepted in the Tender Offers. Accordingly, subject to the following paragraph and the Waterfall Series Tender Caps, all validly tendered Notes with an Acceptance Priority Level 1 will be accepted before any validly tendered Notes with an Acceptance Priority Level 2, and so on, until the Aggregate Maximum Principal Amount is allocated. Once all Notes validly tendered in a certain Acceptance Priority Level have been accepted and subject to the following paragraph, validly tendered Notes from the next Acceptance Priority Level may begin to be accepted. If the remaining portion of the Aggregate Maximum Principal Amount and/or any Waterfall Series Tender Cap, as applicable, is adequate to purchase some but not all of the aggregate principal amount of Notes validly tendered within the next Acceptance Priority Level, Notes validly tendered in that Acceptance Priority Level will be accepted on a pro rata basis, based on the aggregate principal amount of Notes validly tendered with respect to that Acceptance Priority Level, and no Notes with a lower Acceptance Priority Level will be accepted.

Notwithstanding the foregoing, even if the Tender Offers are not fully subscribed as of the Early Tender Time, subject to the Aggregate Maximum Principal Amount and the Waterfall Series Tender Caps, Notes validly tendered at or before the Early Tender Time will be accepted for purchase in priority to other Notes validly tendered after the Early Tender Time, even if such Notes validly tendered after the Early Tender Time have a higher Acceptance Priority Level than Notes validly tendered prior to the Early Tender Time. In addition, if the aggregate principal amount of Notes validly tendered at or before the Early Tender Time exceeds the Aggregate Maximum Principal Amount, the Company will not accept for purchase any Notes tendered after the Early Tender Time. If the aggregate principal amount of any series of Notes validly tendered at or before the Early Tender Time exceeds the applicable Waterfall Series Tender Cap, the Company will not accept for purchase any Notes of such series tendered after the Early Tender Time.

Acceptance of tenders for any series of Notes may be subject to proration as to such series if the acceptance of all tenders in respect of such series would cause the Aggregate Maximum Principal Amount to be exceeded. Acceptance of tenders for any series of Notes may also be subject to proration if the aggregate principal amount of such series of Notes exceeds the applicable Waterfall Series Tender Cap. If the Tender Offers are fully subscribed as of the Early Tender Time, Holders who validly tender Notes after the Early Tender Time will not have any of their Notes accepted for purchase.

The Tender Offers are not conditioned upon a minimum amount of Notes of any series, or a minimum amount of Notes of all series, being tendered.

MUFG Securities Americas Inc., Goldman Sachs & Co. LLC and Truist Securities, Inc. are serving as the Dealer Managers in connection with the Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact MUFG Securities Americas Inc. at (877) 744-4532 (toll-free) or (212) 405-7481 (collect) or by email at [email protected]; Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 902-5962 (collect); or Truist Securities, Inc. at 404-926-5262 (collect). Requests for copies of the Offer to Purchase and other related materials should be directed to Global Bondholder Services Corporation by calling (banks and brokers collect) (212) 430-3774 or (all others toll-free) (866) 470-3700 or by email at [email protected].

None of the Company, its officers, the dealer managers, the depositary, the information agent or the trustees with respect to the Notes, or any of the Company’s or their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to which action is to be taken. The Tender Offers are made only by the Offer to Purchase. This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the Tender Offers. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Company by the dealer managers, solicitation agents or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

The Company and its affiliates may from time to time, after completion of the Tender Offers, purchase additional Notes or other debt securities in the open market, in privately negotiated transactions, through tender offers, exchange offers or otherwise, or the Company may redeem the Notes or other debt securities pursuant to their terms. Any future purchases, exchanges or redemptions may be on the same terms or on terms that are more or less favorable to Holders of Notes than the terms of the Tender Offers. Any future purchases, exchanges or redemptions by the Company and its affiliates will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Company and its affiliates may choose to pursue in the future.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Tender Offers are being made solely by means of the Offer to Purchase. The Tender Offers are void in all jurisdictions where they are prohibited. In those jurisdictions where the securities, blue sky or other laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of the Company by the dealer managers or one or more registered brokers or dealers licensed under the laws of such jurisdictions.

About Pitney Bowes

Pitney Bowes (NYSE:PBI) is a global technology company providing commerce solutions that power billions of transactions. Clients around the world, including 90 percent of the Fortune 500, rely on the accuracy and precision delivered by Pitney Bowes solutions, analytics, and APIs in the areas of ecommerce fulfillment, shipping and returns; cross-border ecommerce; office mailing and shipping; presort services; and financing. For 100 years, Pitney Bowes has been innovating and delivering technologies that remove the complexity of getting commerce transactions precisely right. For additional information visit Pitney Bowes, the Craftsmen of Commerce, at www.pitneybowes.com.

Forward Looking Statements

This press release includes “forward-looking statements” about the Company’s intention to purchase the Notes in the Offer to Purchase. Any forward-looking statements contained in this press release may change based on various factors. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties and actual results could differ materially. Words such as “estimate,” “target,” “project,” “plan,” “believe,” “expect,” “anticipate,” “intend” and similar expressions may identify such forward-looking statements.

Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of its forward-looking statements. The Company’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed or incorporated by reference in the Company’s filings with the SEC. Accordingly, you should not place undue reliance on the forward-looking statements contained herein. All forward-looking statements are further qualified by and should be read in conjunction with the risks and uncertainties described or referred to in Item 1A. under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The Company undertakes no obligation to publicly update or revise any forward-looking statements in this press release, whether as a result of new information, future events or otherwise, except as required by law.

Editorial:

Bill Hughes

Chief Communications Officer

203/351-6785

Financial:

Adam David

VP, Investor Relations

203/351-7175

KEYWORDS: United States North America Connecticut

INDUSTRY KEYWORDS: Software Supply Chain Management Networks Online Retail Professional Services Data Management Technology Other Transport Retail Transport Finance Logistics/Supply Chain Management

MEDIA:

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Orgenesis Mobile Processing Units and Labs (OMPULs) to be Used for Point-of-Care Production and Commercialization of Cell and Gene Therapies in Collaboration with Dong-a University Hospital and Cure Therapeutics in South Korea

GERMANTOWN, Md., March 08, 2021 (GLOBE NEWSWIRE) — Orgenesis Inc. (NASDAQ: ORGS) (“Orgenesis” or the “Company”), a global biotech company working to unlock the full potential of cell and gene therapies (CGTs), Dong-a University Hospital in South Korea, and Cure Therapeutics, Inc. (“Cure Therapeutics”), a developer of immuno-oncology and cell and gene therapies to target cancer and infectious diseases, today announced the signing of a collaboration agreement. The teams will align to utilize Orgenesis Mobile Processing Units and Labs (“OMPULs”) for point-of-care development of cell and gene therapies and immunotherapies that meet regulatory and governmental approval standards to scale through to commercialization.

OMPULs are multi-purpose mobile autonomous good manufacturing practice (GMP) facilities intended to develop, optimize, and manufacture cell and gene therapies at the point of use. Process development and validation for the therapies will be completed at the Dong-a University leveraging the technologies in the Orgenesis POCare Platform to automate the processes for quality and reproducibility.

This latest collaboration follows a recent joint venture agreement between Orgenesis and Cure Therapeutics, whereby the parties agreed to collaborate in developing and commercializing Cure Therapeutics’ pipeline on a global basis, as well as developing, commercializing, and supplying Orgenesis’ therapeutic pipeline in South Korea and Japan.

“We are excited to expand our collaboration with Orgenesis by utilizing their OMPULs onsite via a partnership with Dong-A University. The OMPULs will be placed onsite with the goal of accelerating development and commercialization of our immunotherapies targeting cancers and infectious disease, while ensuring the highest quality control standards and reducing overall manufacturing costs,” said David Kim, CEO of Cure Therapeutics.

“We are pleased to partner with Cure Therapeutics and Dong-a University Hospital to accelerate the development and market launch of breakthrough cell and gene therapies utilizing our proprietary OMPUL system,” said Vered Caplan, CEO of Orgenesis. “This latest agreement is another step in our efforts to rollout OMPULs throughout our network of leading healthcare facilities and partner companies across the U.S., Europe, Asia, and the Middle East.”

About Orgenesis

Orgenesis is a global biotech company working to unlock the full potential of cell and gene therapies (CGTs) in an affordable and accessible format. The Orgenesis Point of Care Platform is comprised of three enabling components: a pipeline of licensed POCare Therapeutics that are processed and produced in closed, automated POCare Technology systems across a collaborative POCare Network. Orgenesis identifies promising new therapies and leverages its POCare Platform to provide a rapid, globally harmonized pathway for these therapies to reach and treat large numbers of patients at lowered costs through efficient, scalable, and decentralized production. The POCare Network brings together patients, doctors, industry partners, research institutes and hospitals worldwide to achieve harmonized, regulated clinical development and production of the therapies. Learn more about the work Orgenesis is doing at www.orgenesis.com.

About Cure Therapeutics

Cure Therapeutics is a Korea-based cell and gene and immune-oncology therapy developer to meet unmet medical needs leveraging a data and evidence driven drug development. The therapy portfolio features owned and in-licensed novel platform technology based therapies to provide cure for hard to treat hematological and solid cancers, life-threatening genetic disorders, and chronic liver diseases threatening quality of life. Deep scientific, technological, technical, and regulatory knowledge are melted into a decentralized structure to best deliver cutting edge new therapies to the urgent medical need diseases.

Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. These forward-looking statements involve substantial uncertainties and risks and are based upon our current expectations, estimates and projections and reflect our beliefs and assumptions based upon information available to us at the date of this press release. We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including, but not limited to, our ability to further develop ranpirnase; our reliance on, and our ability to grow, our point-of-care cell therapy platform; our ability to develop cell-based and antiviral technologies; our ability to effectively use the net proceeds from the sale of Masthercell; our ability to achieve and maintain overall profitability; the development of our POCare strategy; the sufficiency of working capital to realize our business plans; our partners’ ability to develop therapies based on our point-of-care cell therapy platform; technology not functioning as expected; our ability to retain key employees; our ability to satisfy the rigorous regulatory requirements for new procedures and therapies; our competitors developing better or cheaper alternatives; the impact of COVID-19 on our operations and the risks and uncertainties discussed under the heading “RISK FACTORS” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and in our other filings with the Securities and Exchange Commission. We undertake no obligation to revise or update any forward-looking statement for any reason.

IR contact for Orgenesis:

Crescendo Communications, LLC
Tel: 212-671-1021
[email protected]

Communications ontact for Orgenesis

Image Box Communications
Neil Hunter / Michelle Boxall
Tel +44 (0)20 8943 4685
[email protected] / [email protected]



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Ebix Targets to File 2020 10-K by April 20, 2021

JOHNS CREEK, Ga., March 08, 2021 (GLOBE NEWSWIRE) — Ebix, Inc. (NASDAQ: EBIX), a leading international supplier of On-Demand software and E-commerce services to the insurance, financial, healthcare and e-learning industries, today announced that the Company has retained KG Somani & Co. (“KGS”) as its independent registered public accounting firm to audit the Company’s 2020 financial statements. The Company plans to work diligently with KGS to complete its annual filing with the U.S. Securities and Exchange Commission as soon as reasonably practical and while it can not be certain of the exact timing, is targeting submission of this filing by April 20th, 2021.

Founded in 1966, KGS is a 3rd generation PCAOB certified, premier accounting firms from India, with particular expertise in the financial and insurance sector, having served as statutory auditors to premier banks and insurance companies in India. With employees spread across India and the US, KGS has a rich public listed company experience with prestigious client names such as NHPC and Power Corporation of India. KGS is part of TGS Global, an accountancy network, that is spread across 32 countries, with specialization in accounting, audit, tax and business advisory services.

With a strong forensic accounting background, KGS financial audit expertise includes empanellments with Reserve Bank of India, Comptroller and Auditor General Office, Serious Fraud Investigation office, Chief Commissioner of Income Tax, Life Insurance Corporation of India, World Bank, and the Asian Development Bank.

With hundreds of man-years of audit experience, KGS partners have the financial experience of having audited large banks such as the State Bank of India, Punjab National Bank, Allahabad Bank, Bank of Baroda, Bank of India, Indian Bank, Canara Bank, J&K Bank, State Bank of Hyderabad, CitiBank N.A., and Wells Fargo Bank amongst others. KGS has maintained an unblemished regulatory and audit record over the last five decades.

The Audit Committee of the Company’s Board of Directors solicited proposals from a number of accounting firms and conducted an expeditious but extensive evaluation process in connection with the selection of the Company’s independent auditor for the Company’s 2020 financial statements. Following this process, on March 5th, 2021 the Audit Committee appointed KGS to serve as the Company’s independent auditor for 2020.

The Ebix audit committee’s decision was governed by a number of factors including KGS’s financial expertise, its forensic background, depth of partner experience in the finance and insurance industries, its ability to dedicate over fifteen certified accountants to the audit immediately, KGS’s regulatory and accounting reputation, and its listed company experience. KGS selection will also ensure a fresh look at the EbixCash payment solutions business from an audit perspective.

Ebix also said that it is continuing to explore the engagement of a international named audit firm to be its consolidated worldwide auditors for 2021, while it intends to retain KGS as a statutory auditor for the EbixCash IPO jointly with a top-tier international audit firm.

The Company also announced that it has decided to continue with the services of KPMG for business combination valuation, and Ernst & Young for tax advice, tax provisioning and internal SOX services, for the year 2020 and beyond.

On Feb.19, 2021 the Company declared that its Board has already appointed a US based consulting firm specializing in accounting investigations along with outside legal counsel to evaluate the payment solutions business. The Company is continuing with that analysis along with the auditor appointment. The Company continues to believe that its accounting is consistent with GAAP requirements.

About Ebix

With a “Phygital” strategy that combines 320,000 physical distribution outlets in many Southeast Asian Nations (“ASEAN”) countries, to an Omni-channel online digital platform, the Company’s EbixCash Financial exchange portfolio encompasses leadership in areas of domestic & international money remittance, foreign exchange (Forex), travel, pre-paid & gift cards, utility payments, lending, wealth management etc. in India and other markets. EbixCash’s Forex operations have emerged as a leader in India’s airport Foreign Exchange business with operations in 32 international airports including Delhi, Mumbai, Bangalore, Hyderabad, Chennai and Kolkata, conducting over $4.8 billion (pre-covid) in gross transaction value per year. EbixCash’s inward remittance business in India conducts approx. $6.5 billion (pre-covid) gross annual remittance business, confirming its undisputed leadership position in India. EbixCash, through its travel portfolio of Via and Mercury, is also one of Southeast Asia’s leading travel exchanges with over 2,200+ employees, 212,450+ agent network, 25 branches and over 9,800 corporate clients; processing an estimated $2.5 billion (pre-covid) in gross merchandise value per year. EbixCash’s Financial Technology solutions are today deployed across prestigious financial institutions and Banks in 44 countries. For more information, visit the Company’s website at www.ebixcash.com

With 50+ offices across 6 continents, Ebix, Inc., (NASDAQ: EBIX) endeavors to provide On-Demand software and E-commerce services to the insurance, financial, healthcare and e-learning industries. In the Insurance sector, Ebix’s main focus is to develop and deploy a wide variety of insurance and reinsurance exchanges on an on-demand basis, while also, providing Software-as-a-Service (“SaaS”) enterprise solutions in the area of CRM, front-end & back-end systems, outsourced administration and risk compliance services, around the world. For more information, visit the Company’s website at www.ebix.com

FORWARD LOOKING STATEMENTS

This press release contains certain statements that are “forward-looking” statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based upon current expectations and include all statements that are not historical statements of fact and those regarding the intent, belief or expectations, including, without limitation, statements that are accompanied by words such as “will,” “believes,” “anticipates,” “plans,” “expects,” “intends,” “estimates,” “seeks,” “may” or other similar words, phrases or expressions and variations or negatives of these words. Readers of this press release should understand that these statements are not guarantees of performance or results. Many risks and uncertainties could affect actual results and cause them to vary materially from the expectations contained in the forward-looking statements. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, including but not limited to, those discussed in our Annual Report on Form 10-K and subsequent reports filed with the SEC, as well as the risk of litigation or regulatory action arising from the RSM resignation, the failure to timely file the Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Annual Report”); the timing of the review by, and the conclusions of the Company’s new independent auditor regarding these matters and its impact on the financial statements; possible default by the Company under its credit facility; the ability of the Company to remediate any material weaknesses in internal control over financial reporting; potential reputational damage that the Company may suffer as a result of these matters; the impact of these matters on the value of the Company’s stock; and the risk that the filing of the Annual Report will take longer than anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement made by us speaks only as of the date of this report. Unless required by law, the Company does not undertake to release publicly any revisions to these forward-looking statements to reflect future events or circumstances or to reflect the occurrence of unanticipated events.

Contact:

Darren Joseph

[email protected] or +1 678 281 2027

David Collins or Chris Eddy

Catalyst Global + 1 212-924-9800 or [email protected] 



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Accel Entertainment, Inc. to Announce Fourth Quarter and Full Year 2020 Financial Results

Accel Entertainment, Inc. to Announce Fourth Quarter and Full Year 2020 Financial Results

CHICAGO–(BUSINESS WIRE)–
Accel Entertainment, Inc. (NYSE: ACEL) today announced it will release its financial results for the fourth quarter and full year ended December 31, 2020 prior to market open on March 15, 2021. The company will host a conference call at 11:00 AM CT / 12:00 PM ET on the same day to discuss these operating and financial results.

Interested parties may join the live webcast by registering at http://www.directeventreg.com/registration/event/6627129. Registering in advance of the call will provide listeners with a personalized link to view the webcast and an individual dial-in for the call. This registration link to the live webcast will also be available on Accel’s investor relations website, as well as a replay of the webcast following completion of the call: ir.accelentertainment.com.

About Accel

Accel is a leading distributed gaming operator in the United States on an Adjusted EBITDA basis, and a preferred partner for local business owners in the Illinois market. Accel’s business consists of the installation, maintenance and operation of VGTs, redemption devices that disburse winnings and contain ATM functionality, and other amusement devices in authorized non-casino locations such as restaurants, bars, taverns, convenience stores, liquor stores, truck stops, and grocery stores.

Eric Bonach

Abernathy MacGregor

212-371-5999

[email protected]

KEYWORDS: United States North America Illinois

INDUSTRY KEYWORDS: Electronic Games Other Entertainment Casino/Gaming Entertainment

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Oragenics to Participate in Two Investment Conferences During March

Oragenics to Participate in Two Investment Conferences During March

TAMPA, Fla.–(BUSINESS WIRE)–
Oragenics, Inc. (NYSE American: OGEN) (“Oragenics” or the “Company”), today announced that Alan Joslyn, Ph.D., President and Chief Executive Officer of Oragenics, will participate in two virtual investment conferences during the month of March, as follows:

  • The H.C. Wainwright Global Life Sciences Virtual Conference with one-on-one meetings being held March 9-10, 2021
  • The Virtual 33rd Annual Roth Conference with one-on-one meetings being held March 15-17, 2021

The Roth Capital Partners presentation will be prerecorded and available in the Investors section of the Company’s website beginning March 9, 2021. Institutional and other investors interested in scheduling a one-on-one meeting with Oragenics during any of these conferences should contact their sales representative at the sponsoring investment bank.

About Oragenics, Inc.

Oragenics, Inc. is focused on the creation of the Terra CoV-2 development of effective treatments for novel antibiotics against infectious disease. The Company is dedicated to the development and commercialization of a vaccine candidate providing specific immunity from novel coronavirus. The Terra CoV-2 immunization leverages coronavirus spike protein research conducted by the National Institute of Health. In addition, Oragenics has an exclusive worldwide channel collaboration with ILH Holdings, Inc. (n/k/a Eleszto Genetika, Inc.), relating to the development of novel lantibiotics.

LHA Investor Relations

Kim Sutton Golodetz

212-838-3777

[email protected]

KEYWORDS: United States North America Florida

INDUSTRY KEYWORDS: Infectious Diseases Pharmaceutical Health

MEDIA:

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Facedrive Partners with Plan International Canada to Combat Child Marriage in Bangladesh

Facedrive Partners with Plan International Canada to Combat Child Marriage in Bangladesh

For the rest of 2021, $1 from every Facedrive TraceSCAN device purchase will contribute to Plan International Canada’s campaign to raise $900,000 with a 6:1 GAC matching for a total of $6.3M to end child marriage in Bangladesh

TORONTO–(BUSINESS WIRE)–
Facedrive Inc. (“Facedrive”) (TSXV:FD), (OTC:FDVRF), a Canadian “people-and-planet first” tech ecosystem, is calling on Canadians to help combat child marriage in partnership with Plan International Canada. On International Women’s Day, Facedrive is thrilled to announce that for the rest of 2021, $1 from every Facedrive TraceSCAN device purchase will support Plan International Canada’s efforts to end the practice of child marriage in Bangladesh, which has the fourth highest rate of child marriage in the world – with such numbers on the rise due to the impact of COVID-19.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20210308005286/en/

Bangladesh has the second highest number of child brides globally at nearly 4.5 million. By the time a girl reaches secondary school, over half of the girls in her class will be married, with many of them having already dropped out of school due to the practice itself and related factors such as early and unintended pregnancy. In rural areas, the numbers are greater – with 70 percent of girls married before they turn 18.

By limiting girls’ education and potential, child marriage is a practice that perpetuates poverty, inequality and insecurity. While the factors that contribute to child marriage are complex, there is one solution that can help drastically decrease the rate of this harmful practice, protecting girls’ rights and futures – education. Girls that graduate primary, secondary, and higher education, are respectively 24 per cent, 72 per cent and 94 per cent less likely to marry at a young age than girls without education.

Facedrive is a Canadian “people-and-planet first” tech ecosystem offering socially-responsible transportation, health, food delivery and marketplace services with a strong commitment to doing business fairly, equitably and sustainably. From inception, Facedrive has been driven by a mandate to contribute positively to the communities in which it operates as well as to worthy global causes. The company is pleased to join forces with Plan International Canada to combat child marriage through targeted investments in education and girls’ protection. Through the Combatting Child Marriage campaign, Facedrive’s commitment will enable Plan International staff to work with local governments, families and communities to advocate for girls’ rights and protection, while implementing change in schools and communities to educate girls about their rights.

Facedrive’s mission to empower others and give back to the community spans all of the company’s verticals, including Facedrive Health. Facedrive Health focuses on mitigating the spread of COVID-19 through its wearable contact tracing solution TraceSCAN. In addition to donating $1 per device sold, Facedrive will also be contributing to the Combatting Child Marriage campaign by allocating resources and raising awareness within its userbase and associated communities. This will include a cause marketing campaign, an employee engagement campaign, and a social media campaign. Through these channels, Facedrive will carry out a community outreach program to connect and educate the Facedrive userbase about the issue of child marriage.

“It is an honor for us to partner with Plan Canada to continue contributing to the well-being of people in a meaningful way. As an ESG platform, we believe that it is our responsibility to use our business platform to support marginalized communities and empower the less fortunate,” said Sayan Navaratnam, CEO and Chairman of the Board of Facedrive. “Eradication of child marriage through education is one of the most effective tools to address systemic barriers to human development, reproductive health and gender equality. We are confident that through this partnership between Plan Canada and Facedrive, we will be able to transform many young women’s lives and lay path to future joint initiatives to help many more,” added Navaratnam.

“At Plan International Canada, we are fortunate to have strategic, committed corporate partners – such as Facedrive – who make invaluable contributions to our programs,” said Lindsay Glassco, President and CEO, Plan International Canada. “School is one of the most powerful tools we have to combat child marriage. When girls are educated, they tend to marry at a later age, be healthier, earn more, make informed decisions and transform futures for themselves and their communities. Facedrive’s commitment will not only help girls today – it will also help break the cycle of poverty from one generation to the next.”

About Facedrive

Facedrive (TSXV:FD), (OTCQX:FDVRF) is a multi-faceted “people-and-planet first” tech ecosystem offering socially-responsible services to local communities with a strong commitment to doing business fairly, equitably and sustainably. As part of this commitment, Facedrive’s vision is to fulfil its mandate through a number of verticals that either leverage existing technologies of the Company or project synergies with existing lines of business (the “Facedrive Verticals”). The Facedrive Verticals include its rideshare business (“Facedrive Rideshare”), sustainable e-commerce platform (“Facedrive Marketplace”), food-delivery service (“Facedrive Foods”), e-social platform (“Facedrive Social”) andits contact-tracing and sustainable health services business (“Facedrive Health”).

Facedrive Rideshare was among the first to offer a wide variety of environmentally and socially responsible solutions in the Transportation as a Service (TaaS) space, planting thousands of trees based on user consumption and offering choices between electric, hybrid and conventional vehicles (including, more recently, electric and hybrid vehicles on a subscription basis through Steer). Facedrive Marketplace offers curated merchandise created from sustainably sourced materials. Facedrive Foods offers contactless delivery of a wide variety of foods right to consumers’ doorsteps, with a focus on doing so in a socially and environmentally-conscious manner. Facedrive Social strives to keep people connected in a physically-distanced world through its HiQ and other e-socialization platforms that invite users to interact based on common interests and by offering gamification and mutual community support features. Facedrive Health strives to develop and offer innovative technological solutions to the most acute health challenges including its proprietary TraceSCAN wearable technology for contact tracing. Facedrive envisions changing the ridesharing, food delivery, e-commerce, social and health tech narratives for the better, for everyone, and is currently operational in Canada and the United States.

For more about Facedrive, visit www.facedrive.com.

Facedrive Inc.

100 Consilium Pl, Unit 104, Scarborough, ON, Canada M1H 3E3

www.facedrive.com

About Plan International Canada

Plan International Canada is a member of a global organization dedicated to advancing children’s rights and equality for girls. We have been building powerful partnerships for children for over 80 years and are now active in more than 70 countries. We are calling on all Canadians to Defy Normal: to believe in the power and potential of every child and to take a stand anywhere children are oppressed, exploited or left behind and anywhere girls aren’t equally valued. Together, we can create a world where all unleash their full potential. Visit plancanada.ca for more information and follow @PlanCanada on social media to #DefyNormal and join the conversation.

Visit plancanada.ca and https://give.plancanada.ca/employee-engagement/TeamFacedrive for more information. 

Marie Visca

Plan International Canada

Tel: (437) 828-8895

[email protected]

Sana Srithas

Facedrive Inc.

Tel: 1-888-300-2228

[email protected]

KEYWORDS: Bangladesh North America Canada Asia Pacific

INDUSTRY KEYWORDS: Environment Technology Transport Other Technology Mobile/Wireless Software Public Transport

MEDIA:

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Minerva Neurosciences Reports Fiscal 2020 Fourth Quarter and Year End Financial Results and Business Updates


Phase 3 open-label extension completed on schedule in patients with negative symptoms of schizophrenia and data will be available in H1 2021


Minerva’s royalty interest in seltorexant acquired by Royalty Pharma for an upfront payment of $60 million and up to $95 million in additional payments contingent on certain clinical, regulatory and commercialization milestones


Cash, cash equivalents and restricted cash at December 31, 2020 of $25.5m and $60m upfront payment received from Royalty Pharma in January 2021 fund current development plans

WALTHAM, Mass., March 08, 2021 (GLOBE NEWSWIRE) — Minerva Neurosciences, Inc. (NASDAQ: NERV), a clinical-stage biopharmaceutical company focused on the development of innovative therapies to treat central nervous system disorders, today reported key business updates and financial results for the fourth quarter and fiscal year ended December 31, 2020.

Program Updates

Roluperidone

Roluperidone, a proprietary orally dosed molecule acting on 5HT2A, Sigma2, and α‑adrenergic receptors, is Minerva’s lead product candidate currently being evaluated in a Phase 3 study as a potential treatment for negative symptoms of schizophrenia.         

Following completion of the 12-week double-blind phase of the Phase 3 study in H1 2020, a total of 333 patients (65%) entered the 9-month open-label extension in which those patients already being treated with roluperidone remained on treatment on the same dose received in the 12-week double-blind phase (32mg or 64mg) and those patients who received placebo in the 12-week double-blind phase were randomized to either 32mg or 64mg.

Patient evaluation in the open-label extension phase of the Phase 3 trial of roluperidone was achieved on schedule on February 15, 2021, with a total of 202 patients (61%) completing this phase. Data are expected to be available in the first half of 2021.

The Company expects the data from the open-label extension will demonstrate whether:

  • improvement of negative symptoms is sustained or increased over the one-year duration;
  • improvement of negative symptoms leads to improved functioning;
  • roluperidone maintains or improves positive symptoms and/or agitation; and
  • the safety and tolerability profile of roluperidone is maintained over the one-year administration period.

The Company intends to initiate a pivotal bioequivalence study in approximately 48 healthy volunteers comparing the formulations employed in the Phase 2b and Phase 3 trials as well as at least one new formulation designed in conjunction with its commercial supply partner, Catalent, Inc., to facilitate large scale manufacturing. 

Following the completion of the bioequivalence study, the Company plans to request a pre-NDA meeting with the U.S. Food and Drug Administration (FDA) to discuss certain matters including data from the Phase 3 open-label extension, data from the pivotal bioequivalence study and potential NDA submission of roluperidone for the treatment of negative symptoms of schizophrenia.

“Following our Type C meeting with the U.S. Food and Drug Administration (FDA) in November, 2020, during which the FDA cautioned us that an NDA submission based on the then-current data from the Phase 2b and Phase 3 studies would be highly unlikely to be filed, we are moving forward with a number of important development activities with roluperidone in support of a potential NDA submission,” said Dr. Remy Luthringer, Executive Chairman and Chief Executive Officer of Minerva. “The FDA has acknowledged the promising signals observed in our Phase 2b and Phase 3 trials and has encouraged us to continue the development of this important agent for the treatment of negative symptoms, a critical unmet need in the treatment of schizophrenia.

“We are very pleased that a large number of patients chose to enter and completed the open-label extension portion of the Phase 3 trial, data from which have the potential to demonstrate durability of effect and long-term safety of roluperidone,” said Dr. Luthringer. “We are also initiating the bioequivalence study comparing the tablet formulations used in Phase 2b and in Phase 3 with the commercial formulation. Once we have data from both studies in hand, we look forward to furthering our dialogue with the FDA.”

Seltorexant

On January 19, 2021, the Company announced that Royalty Pharma acquired the Company’s royalty interest in seltorexant for an upfront payment of $60 million and up to $95 million in potential future payments contingent on certain clinical, regulatory and commercialization milestones. Seltorexant is currently in Phase 3 development for the treatment of major depressive disorder with insomnia symptoms by Janssen Pharmaceutica, N.V. (Janssen), a subsidiary of Johnson & Johnson.

Previously, the Company had exercised its right to opt out of its agreement with Janssen for the Phase 3 development and commercialization of seltorexant. Under this agreement, the Company was entitled to collect a royalty on worldwide sales of seltorexant in all indications in the mid-single digits, with no further future financial obligations to Janssen.  

Fourth Quarter and Year Ended 2020 Financial Results

  • Net (Loss) Income: Net loss was $7.3 million for the fourth quarter of 2020, or loss per share of $0.17 (basic and diluted), compared to net loss of $29.9 million for the fourth quarter of 2019, or loss per share of $0.77 (basic and diluted). Net income was $1.9 million for the year ended December 31, 2020, or income per share of $0.05 (basic and diluted), compared to a net loss of $72.2 million, or loss per share of $1.85 (basic and diluted) for the year ended December 31, 2019.

    Collaborative revenue was $41.2 million and $0.0 for the years ended December 31, 2020 and 2019, respectively. The increase in collaborative revenue was the result of the Company’s exercising its right to opt out of the co-development agreement with Janssen during 2020. As a result of the opt out, the Company has no further performance obligations and recognized the $41.2 million which had previously been included on its balance sheet under deferred revenue.

  • R&D Expenses: Research and development (R&D) expenses were $3.6 million and $28.5 million for the fourth quarters of 2020 and 2019, respectively. R&D expenses were $22.0 million and $58.1 million for the years ended December 31, 2020 and 2019, respectively.

    The decrease in R&D expense for the fourth quarter ended December 31, 2020 was primarily due to a $19.0 million charge taken in December 2019 for the impairment of the in-process research and development related to MIN-117 following the results of the Phase 2b trial in MDD which failed to meet its primary and key secondary endpoints. The decrease in R&D expense for the year ended December 31, 2020 was due also to approximately $11.0 million from the completion of the Phase 2b clinical trial of MIN-117 in December 2019 and the completion of the core study portion of the Phase 3 clinical trial of roluperidone in May 2020. Non-cash stock compensation expense included in R&D expenses was $3.0 million and $2.6 million for the years ended December 31, 2020 and 2019, respectively.

  • G&A Expenses: General and administrative (G&A) expenses were $3.7 million and $3.8 million for the fourth quarters of 2020 and 2019, respectively. G&A expenses were $17.3 million and $17.7 million for the years ended December 31, 2020 and 2019, respectively.

    The decreases in G&A expenses for the fourth quarter and year ended December 31, 2020 were primarily due to lower pre-commercial expenses in 2020, offset by higher insurance costs. Non-cash stock compensation expense included in G&A expenses was $6.7 million and $6.5 million for the years ended December 31, 2020 and 2019, respectively.

  • Cash Position: Cash, cash equivalents and restricted cash as of December 31, 2020 were approximately $25.5 million, compared to $46.0 million as of December 31, 2019. In January, 2021, the Company received a $60 million cash payment from Royalty Pharma in connection with Royalty Pharma’s acquisition of the Company’s royalty interest in seltorexant.

Conference Call Information:

Minerva Neurosciences will host a conference call and live audio webcast today at 8:30 a.m. Eastern Time to discuss these results and recent business activities. To participate, please dial (877) 312-5845 (domestic) or (765) 507-2618 (international) and refer to conference ID 5663077.

The live webcast can be accessed under “Events and Presentations” in the Investors and Media section of Minerva’s website at ir.minervaneurosciences.com. The archived webcast will be available on the website beginning approximately two hours after the event for 90 days.

About Minerva Neurosciences

Minerva’s portfolio of compounds includes: roluperidone (MIN-101), in clinical development for schizophrenia, and MIN-301, in pre-clinical development for Parkinson’s disease. Minerva’s common stock is listed on the NASDAQ Global Market under the symbol “NERV.” For more information, please visit www.minervaneurosciences.com.


Forward-Looking Safe Harbor Statement

This press release contains forward-looking statements. Forward-looking statements are statements that are not historical facts, reflect management’s expectations as of the date of this press release, and involve certain risks and uncertainties. Forward-looking statements include statements herein with respect to the timing and scope of future clinical trials and results of clinical trials with roluperidone (MIN-101); the clinical and therapeutic potential of this compound; the likelihood of successful clinical trials, regulatory review, commercialization, and future sales of and potential royalty stream from seltorexant; the timing and outcomes of future interactions with U.S. and foreign regulatory bodies; our ability to successfully develop and commercialize our therapeutic products; the sufficiency of our current cash position to fund our operations; and management’s ability to successfully achieve its goals. These forward-looking statements are based on our current expectations and may differ materially from actual results due to a variety of factors including, without limitation, whether roluperidone will advance further in the clinical trials process and whether and when, if at all, it will receive final approval from the U.S. Food and Drug Administration or equivalent foreign regulatory agencies and for which indications; whether any of our therapeutic products or seltorexant will be successfully marketed if approved; whether any of our therapeutic product discovery and development efforts will be successful; management’s ability to successfully achieve its goals; our ability to raise additional capital to fund our operations on terms acceptable to us; and general economic conditions. These and other potential risks and uncertainties that could cause actual results to differ from the results predicted are more fully detailed under the caption “Risk Factors” in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission on March 8, 2021. Copies of reports filed with the SEC are posted on our website at

www.minervaneurosciences.com

. The forward-looking statements in this press release are based on information available to us as of the date hereof, and we disclaim any obligation to update any forward-looking statements, except as required by law.

 
CONDENSED CONSOLIDATED BALANCE SHEET DATA
(Unaudited)
  December 31, December 31,
  2020     2019  
  (in thousands)
ASSETS
Current Assets:    
Cash and cash equivalents $ 25,357   $ 21,413  
Marketable securities   –     24,442  
Restricted cash   100     100  
Prepaid expenses and other current assets   1,983     1,182  
Total current assets   27,440     47,137  
Equipment, net   –     16  
Other noncurrent assets   15     15  
Operating lease right-of-use assets   102     262  
In-process research and development   15,200     15,200  
Goodwill   14,869     14,869  
Total Assets $ 57,626   $ 77,499  
     
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:    
Accounts payable $ 996   $ 2,317  
Accrued expenses and other current liabilities   2,053     4,139  
Operating leases   111     173  
Total current liabilities   3,160     6,629  
Long-Term Liabilities:    
Deferred taxes   1,803     1,803  
Deferred revenue   –     41,176  
Noncurrent operating leases   –     111  
Total liabilities   4,963     49,719  
Stockholders’ Equity:    
Common stock   4     4  
Additional paid-in capital   337,454     314,512  
Accumulated deficit   (284,795 )   (286,736 )
Total stockholders’ equity   52,663     27,780  
Total Liabilities and Stockholders’ Equity $ 57,626   $ 77,499  
     

         
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS        
(Unaudited)            
    Three Months Ended December 31,   Twelve Months Ended December 31
    (in thousands, except per share amounts)   (in thousands, except per share amounts)
      2020     2019       2020     2019  
             
Collaborative revenue   $ –   $ –     $ 41,176   $ –  
Operating expenses:            
Research and development     3,551     28,524       22,040     58,123  
General and administrative     3,748     3,843       17,289     17,741  
Total operating expenses     7,299     32,367       39,329     75,864  
(Loss) gain from operations     (7,299 )   (32,367 )     1,847     (75,864 )
             
Foreign exchange losses     (27 )   (11 )     (67 )   (29 )
Investment income     1     206       161     1,456  
(Loss) income before income taxes     (7,325 )   (32,172 )     1,941     (74,437 )
Benefit for income taxes     –     (2,254 )     –     (2,254 )
Net (loss) income     (7,325 )   (29,918 )     1,941     (72,183 )
             
Net (loss) income per share, basic   $ (0.17 ) $ (0.77 )   $ 0.05   $ (1.85 )
Weighted average shares outstanding, basic     42,684     39,037       40,824     39,014  
Net (loss) income per share, diluted   $ (0.17 ) $ (0.77 )   $ 0.05   $ (1.85 )
Weighted average shares outstanding, diluted     42,684     39,037       40,917     39,014  

Contact:

William B. Boni
VP, Investor Relations/
Corp. Communications
Minerva Neurosciences, Inc.
(617) 600-7376

 



Posted on

Ondas Holdings Reports Full Year 2020 Financial Results

Ondas Holdings Reports Full Year 2020 Financial Results

Successfully drove early adoption of proprietary wireless connectivity solutions in rail and drone markets

Completed $34.5 million public offering and Nasdaq listing, providing financial foundation for growth

NANTUCKET, Mass.–(BUSINESS WIRE)–
Ondas Holdings Inc. (NASDAQ: ONDS), a developer of proprietary, software-based wireless broadband technology for large established and emerging industrial markets (“Ondas” or the “Company”), today announced financial and operating results for the full year ended December 31, 2020.

Ondas made tremendous strides in 2020, successfully driving wider commercial adoption of its proprietary wireless connectivity solutions for industrial internet applications and Mission-Critical IoT (“MC-IoT”) in two of the Company’s core markets – commercial rail and unmanned aerial systems (UAS). In addition, with $31.3 million in net proceeds from its follow-on public offering in December, the Company substantially strengthened its balance sheet, ending the year better positioned to support its long-term growth initiatives and investments.

“2020 was truly a break-out year for Ondas, starting with the announcement of a significant strategic partnership with Siemens Mobility (‘Siemens’) to bring our game-changing wireless technology to the North American Rail Market,” said Eric Brock, Ondas’ Chairman and CEO. “We also delivered the initial phase to Aura Network Systems (‘Aura’) of a groundbreaking wide-area network intended to offer drone navigation capabilities to UAS operators. These key business development successes were capped off by a public offering and Nasdaq listing in December, which affords us the flexibility to continue executing our ambitious growth strategy and realize the full potential of Ondas’ transformative wireless broadband technology in large legacy and emerging infrastructure markets.”

Full Year 2020 & Recent Highlights

  • 2020 revenues increased 575%, primarily driven by Ondas’ strategic partnership with Siemens in the North American Rail Market and the delivery of the first phase network for Aura, our nationwide US drone customer.
  • We are now completing, on schedule, the first major product development program with Siemens to combine Siemens’ ATCS protocols with Ondas’ MC-IoT technology in the greenfield 900 MHz licensed band.
  • Siemens is in the final stages of launching Airlink, a Siemens-branded version of Ondas’ MC-IoT technology for the North American Rail market. The initial focus of this product line will be the nationwide 900 MHz network, which the US Federal Communications Commission (FCC) awarded to Class 1 Rails operators in August 2020.
  • In February 2021, Ondas and Siemens began work on a new product for global Rail markets, the development of which is expected to be completed by the end of 2021.
  • Also, in February 2021, Ondas entered into a strategic partnership with Rogue Industries to advance the adoption of Ondas’ MC-IoT platform in US government and defense markets.
  • In March 2021, Aura ordered the next phase of the joint-development program with Ondas to begin commercialization of the previously mentioned UAS wireless navigation system.

Full Year 2020 Financial Highlights

Revenues for the year ended 2020 were $2.2 million, an increase of $1.8 million, or 575%, compared to 2019. The revenue increase was driven primarily by Ondas’ joint development program with Siemens in the North American Rail Market and the phase-one buildout of the UAS navigation network with strategic partner Aura.

Operating expenses decreased $3.2 million, or 20%, mainly due to expense reductions in payroll, travel and entertainment, and professional services.

As a result of increased revenue and lower operating expenses, the Company’s net loss decreased approximately $5.9 million to approximately $13.5 million for the year ended December 31, 2020, compared with approximately $19.4 million for the year ended December 31, 2019. Diluted net loss per share was ($0.66) for the year ended December 31, 2020, compared to ($1.10) per share for the year ended December 31, 2019.

Results of Operations

 

Year ended December 31,

 

 

 

($ in 000s)

 

2020

 

 

2019

 

 

Increase/

(Decrease)

 

Revenue

 

$

2,164

 

 

$

320

 

 

$

1,844

 

Cost of sales

 

 

1,236

 

 

 

79

 

 

 

1,157

 

Gross profit

 

 

928

 

 

 

241

 

 

 

687

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

7,642

 

 

 

4,793

 

 

 

2,849

 

Sales and marketing

 

 

1,224

 

 

 

5,404

 

 

 

(4,180

)

Research and development

 

 

3,586

 

 

 

5,416

 

 

 

(1,830

)

Total operating expense

 

 

12,452

 

 

 

15,613

 

 

 

(3,161)

 

Operating loss

 

 

(11,524

)

 

 

(15,372

)

 

 

(3,848

)

Other income (expense)

 

 

(1,954

)

 

 

(4,018

)

 

 

(1,817

)

Net loss

 

$

(13,478

)

 

$

(19,390

)

 

$

(5,912

)

The Company held cash and cash equivalents of $26.1 million on December 31, 2020, an increase of $23.8 million from 2019. The increase in cash and cash equivalents was primarily the result of $31.2 million in net proceeds from Ondas’ public equity offering in December 2020, offset by operating losses during the fiscal year. Cash used in operating activities was $7.5 million in 2020, compared to $14.7 million in 2019.

Summary of Sources and (Uses) of Cash

 

Year ended December 31,

 

($ in 000s)

 

2020

 

 

2019

 

 

Net cash used in operating activities

 

$

(7,534

)

 

$

(14,664

)

 

Net cash used in investing activities

 

 

(16

)

 

 

(355

)

 

Net cash provided by financing activities

 

 

31,458

 

 

 

16,042

 

 

Increase in cash

 

 

23,908

 

 

 

1,023

 

 

Cash and cash equivalents, beginning of year

 

 

2,153

 

 

 

1,130

 

 

Cash and cash equivalents, end of year

 

$

26,061

 

 

$

2,153

 

 

Outlook

Ongoing investments in market expansion and deeper penetration of select verticals are expected to continue supporting bookings and revenue growth in 2021, as Ondas advances its long-term strategy to drive commercial adoption of its proprietary technology across multiple markets. The Company continues working closely with Class 1 Rails and strategic rail partner Siemens to advance the adoption of Ondas’ FullMAX platform in the 900 MHz network, greenfield spectrum. Currently, the Company anticipates that initial commercial bookings from the Rails will commence in the second half of 2021.

In addition, commercialization efforts with Aura, the Company’s drone partner, remain on track, with the expectation of at least two revenue-producing product development agreements in the first half of 2021, as well as initial equipment orders for UAS customers and ecosystem partners for testing and network expansion during the year.

Ondas intends to continue pursuing additional bookings and deployments of its proprietary technology in security and other addressable markets, throughout 2021.

For the first quarter of 2021 the Company expects bookings of at least $2.0 million and revenue between $1.0 and $1.5 million. Operating expenses are expected to be between $2.5 and $3.0 million on a cash basis in the first quarter and may trend up modestly over the course of 2021. Cash operating expenses exclude non-cash expenses such as stock-based compensation.

Earnings Conference Call & Audio Webcast Details

An earnings conference call is scheduled for today, March 8, 2021, at 8:30 a.m. ET. Investors may access a live webcast of the earnings conference call via the “News / Events” page of the Company’s Investor Relations website at https://ir.ondas.com. Following the presentation, a replay of the webcast will be available for 30 days in the same location of the Company’s website.

Live Listen Only Webcast

https://ir.ondas.com

Participant Dial In (toll free)

1-866-777-2509

Participant Dial In (International)

1-412-317-5413

Participant Call Pre-Registration (encouraged)

https://dpregister.com/sreg/10152922/e3b695712a

About Ondas Holdings Inc.

Ondas Holdings Inc., through its wholly owned subsidiary, Ondas Networks Inc., is a developer of proprietary, software-based wireless broadband technology for large established and emerging industrial markets. The Company’s standards-based, multi-patented, software-defined radio FullMAX platform enables Mission-Critical IoT (MC-IoT) applications by overcoming the bandwidth limitations of today’s legacy private licensed wireless networks. Ondas Networks’ customer end markets include railroads, utilities, oil and gas, transportation, aviation (including drone operators) and government entities whose demands span a wide range of mission critical applications. These markets require reliable, secure broadband communications over large and diverse geographical areas, many of which are within challenging radio frequency environments. Customers use the Company’s FullMAX technology to deploy their own private licensed broadband wireless networks. The Company also offers mission-critical entities the option of a managed network service. Ondas Networks’ FullMAX technology supports IEEE 802.16s, the new worldwide standard for private licensed wide area industrial networks. For additional information, visit www.ondas.com or follow Ondas Networks on Twitter and LinkedIn.

Forward Looking Statements

Statements made in this release that are not statements of historical or current facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We caution readers that forward-looking statements are predictions based on our current expectations about future events.

These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including, the risks discussed under the heading “Risk Factors” in our most recent Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (“SEC”), in our Quarterly Reports on Form 10-Q filed with the SEC, and in our other filings with the SEC. We undertake no obligation to publicly update or revise any forward- looking statements, whether as a result of new information, future events or otherwise that occur after that date, except as required by law.

Investors:

Stewart Kantor, CFO

Ondas Holdings Inc.

888.350.9994 Ext. 1009

[email protected]

Media:

Jeffrey Mathews or Dan Gagnier

Gagnier Communications

646.569.5711

[email protected]

KEYWORDS: United States North America Massachusetts

INDUSTRY KEYWORDS: Aerospace Technology Manufacturing Rail Transport Software Networks Defense Contracts Internet Mobile/Wireless

MEDIA:

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REPEAT — Clean Power Capital Announces Appointment of Former Shell Oil Products US Executive David Bray to the PowerTap Advisory Board

VANCOUVER, British Columbia, March 08, 2021 (GLOBE NEWSWIRE) — Clean Power Capital Corp. (CSE: MOVE)(FWB: 2K6)(OTC: MOTNF) (“Clean Power” or the “Company” or “MOVE”). The Company is pleased to appoint Mr. David Bray, former Corporate Officer/General Manager of Shell Oil Products US to the advisory board of PowerTap Hydrogen Fueling Corp. (“PowerTap”).

Mr. Bray’s company, Bray Retail Consulting, LLC will also join PowerTap in a consulting role under an exclusive one-year assignment. The focus is to provide critical product development and services related to PowerTap’s proprietary modular 1,250 kg hydrogen production and dispensing unit. Consistent with a previous announcement, this will be operationalized through the Andretti Group’s (“Andretti”) significant network of retail locations and market leadership. Mr. Bray’s support will further strengthen PowerTap’s initiative to accelerate deployment of its unique patented technology and compelling retail model.

A seasoned Shell executive with 30+ years, Mr. Bray served as the General Manager of several groups at Shell, including Strategy/Business Development, Fuels and Marketing, and Americas Aviation. Mr. Bray’s career with Shell was heavily focused on downstream customer facing businesses, which provides a tremendous advantage for PowerTap. Additionally, given his senior roles, Mr. Bray served on teams that focused on the future of energy for the US as well as California’s Alternative Fuels/Hydrogen Highway.

“I am excited to join PowerTap’s advisory board and assist the company in pursuing its initiatives to bring their intellectual property to the market. These are exciting times as we seek to exceed customers’ expectations regarding performance while reducing our impact to the planet. Regarding hydrogen, we are at the starting line in terms of the growth opportunity for its use as a transportation fuel. I believe that hydrogen will play a critical role in meeting the energy needs of the Americas going forward,” said Mr. Bray.

“We are thrilled to appoint David Bray to PowerTap’s advisory board. He has a thorough and complete understanding of this industry and has a proven track record of delivery. We are excited to have him join our Advisory Board and as an exclusive consultant as we look to commercialize our PowerTap onsite hydrogen generation with the Andretti Group across the USA,” said Mr. Raghu Kilambi, CEO of PowerTap Hydrogen Fueling Corp.

About PowerTap

PowerTap is leading the charge to build out cost-effective hydrogen fueling infrastructure through its environmentally friendly intellectual property. Offering a modular product design focused on lower production cost and ratable availability to meet the consumers’ needs. PowerTap’s technology-based hydrogen fueling stations are located in private enterprises and public stations (near LAX airport) in California, Texas, Massachusetts, and Maryland. Additional information about PowerTap may be found at its website at http://www.powertapfuels.com

ABOUT CLEAN POWER CAPITAL CORP.

Clean Power is an investment company, that specializes in investing into private and public companies opportunistically that may be engaged in a variety of industries, with a current focus in the health and renewable energy industries. In particular, the investment mandate is focused on high return investment opportunities, the ability to achieve a reasonable rate of capital appreciation and to seek liquidity in our investments. A copy of Clean Power’s amended and restated investment policy may be found under the Company’s profile at www.sedar.com.

NEITHER THE CANADIAN SECURITIES EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

PowerTap Contact
Raghu Kilambi
[email protected]

PR Contact Vito Palmeri AMW PR
c: 347.471.4488 | o: 212.542.3146
[email protected]

ON BEHALF OF THE CLEAN POWER CAPITAL CORP. BOARD OF DIRECTORS

“Joel Dumaresq” Joel
Dumaresq CEO
+1 (604) 687-2038
[email protected] 

Learn more about Clean Power by visiting our website at: https://cleanpower.capital/

Notice Regarding Forward Looking Information:

This press release contains “forward-looking statements” or “forward-looking information” (collectively referred to herein as “forward-looking statements”) within the meaning of applicable securities legislation. Such forward-looking statements include, without limitation, forecasts, estimates, expectations and objectives for future operations that are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Clean Power. Some assumptions include, without limitation, the development of hydrogen powered vehicles by vehicle makers, the adoption of hydrogen powered vehicles by the market, legislation and regulations

favoring the use of hydrogen as an alternative energy source, the Company’s ability to build out its planned hydrogen fueling station network, and the Company’s ability to raise sufficient funds to fund its business plan. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur or be achieved. This press release contains forward- looking statements pertaining to, among other things, the timing and ability of the Company to complete any potential investments or acquisitions, if at all, and the timing thereof. Forward-looking information is based on current expectations, estimates and projections that involve a number of risks, which could cause actual results to vary and, in some instances, to differ materially from those anticipated by the Company and described in the forward-looking information contained in this press release.

Although the Company believes that the material factors, expectations and assumptions expressed in such forward- looking statements are reasonable based on information available to it on the date such statements were made, no assurances can be given as to future results, levels of activity and achievements and such statements are not guarantees of future performance.

The forward-looking information contained in this release is expressly qualified by the foregoing cautionary statements and is made as of the date of this release. Except as may be required by applicable securities laws, the Company does not undertake any obligation to publicly update or revise any forward- looking information to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.



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Mednow to Begin Trading on TSX Venture Exchange under Ticker Symbol “MNOW” on March 9, 2021

Mednow to Begin Trading on TSX Venture Exchange under Ticker Symbol “MNOW” on March 9, 2021

VANCOUVER, British Columbia–(BUSINESS WIRE)–
Mednow Inc. (“Mednow” or the “Company”), Canada’s on-demand virtual pharmacy, is pleased to announce that its common shares will begin trading on the TSX Venture Exchange (“TSXV”)under the symbol “MNOW” effective tomorrow, March 9, 2021. This follows the Company’s successful Initial Public Offering which raised gross proceeds of $37,073,193.75.

The Company is also pleased to announce that it has retained LodeRock Advisors Inc. (“LodeRock”) to provide investor relations and consulting services to the Company in compliance with the policies and guidelines of the TSXV and other applicable legislation.

LodeRock is a Toronto-based group of senior capital markets communications executives who develop and execute communications programs in order to help companies achieve their capital markets objectives and capture the full potential of their public listing.

Under the Company’s agreement with LodeRock, which will continue until either party has terminated the agreement with sixty (60) days’ notice (subject to a minimum term of 6 months), the Company will pay LodeRock a monthly fee of $10,000 payable in cash for ongoing investor relations and consulting services, increasing to $12,000 per month on July 1, 2021. The Company has also issued to LodeRock 50,000 stock options (“Options”), each Option exercisable at a price of $1.75 to acquire one Class A common share of the Company until January 21, 2026. Other than the Options, neither LodeRock nor its principals have any direct or indirect interest in the Company’s securities. The engagement of LodeRock remains subject to the approval of the TSXV.

About Mednow Inc.

Mednow is a healthcare technology company offering virtual access with exceptional care. Designed with access and quality care in mind, Mednow.ca provides virtual care with convenience and through an interdisciplinary approach to healthcare that is focused on the patient experience. Pharmacy services include free at-home delivery of medications, a user-friendly interface for easy upload, transfer and refill of prescriptions, access to healthcare professionals through an intuitive chat experience, a specialized PillSmart™ system that packages prescriptions and vitamins by date and time, as well as access to telemedicine virtual care.

To learn more, follow Mednow on Facebook, Twitter, LinkedIn and Instagram, as well as visit www.mednow.ca/.

On Behalf of the Board of Directors,

“Karim Nassar”

Karim Nassar

Chief Executive Officer

[email protected]

416.467.5229

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

This release includes certain statements and information that constitute forward-looking information within the meaning of applicable Canadian securities laws, including statements regarding the expected date the Company’s shares will commence trading on the TSX Venture Exchange. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends,” “anticipates,” “it is expected,” or variations of such words and phrases, or statements that certain actions, events or results “may,” “could,” “should,” or “would” occur. Forward-looking statements are based on certain material assumptions and analyses made by management of the Company and the opinions and estimates of management of the Company as of the date of this press release, including that the Company’s shares will commence trading on the TSX Venture Exchange as expected by management. Although the Company considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such risk factors may include, among others, the risk that the transactions contemplated herein will not close on the terms and timeline as anticipated by the management of the Company, or at all and the other risks and uncertainties applicable to the Company and the business of the Company as set forth in the Company’s final long form prospectus dated February 26, 2021 and its other disclosure available under the Company’s profile at www.sedar.com. There can be no assurance that the transactions contemplated in this news release will complete. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affections such statements and information other than as required by applicable laws, rules and regulations. We seek safe harbor.

Investor Relations Contact:

Marc Charbin

[email protected]

416.467.5229

Media Contact:

Jalila Singerff

Jive PR + Digital

www.jiveprdigital.com

[email protected]

613.614.6777

KEYWORDS: North America Canada

INDUSTRY KEYWORDS: Managed Care General Health Pharmaceutical Health

MEDIA:

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