First Reserve Successfully Completes Cash Tender Offer for Shares of Goldfield

PR Newswire

MELBOURNE, Fla. and STAMFORD, Conn., Dec. 30, 2020 /PRNewswire/ — The Goldfield Corporation (“Goldfield” or the “Company”) (NYSE American: GV) and First Reserve announced today the successful completion of the previously announced cash tender offer launched by its affiliates, FR Utility Services, Inc. (“Parent”) and FR Utility Services Merger Sub, Inc. (“Purchaser”) for all of the issued and outstanding shares of common stock of Goldfield at a price of $7.00 per share, net to the seller in cash without interest and less any applicable withholding taxes.

The tender offer expired at 11:59 P.M., New York City time, on December 29, 2020. As of the expiration of the tender offer, a total of 18,106,069 shares of common stock of Goldfield representing 73.83% of the issued and outstanding shares of Goldfield, were tendered into and not withdrawn from the tender offer. In addition, 1,260,410 shares of common stock of Goldfield have been tendered by guaranteed delivery, representing approximately 5.14% of the then issued and outstanding shares of Goldfield.

All conditions to the tender offer have been satisfied or waived and Purchaser accepted for payment, and expects to promptly pay for, all shares validly tendered into and not withdrawn from the tender offer in accordance with the terms of the tender offer.

As a result of its acceptance of the shares tendered in the tender offer, Purchaser has acquired a sufficient number of shares of Goldfield’s common stock to close the merger of Purchaser with and into Goldfield without the affirmative vote of Goldfield’s other stockholders pursuant to Section 251(h) of the Delaware General Corporation Law. In connection with the merger, the remaining outstanding shares will be converted to the right to receive $7.00 per share in cash, being the same price paid in the tender offer. The parties anticipate that they will complete the merger today. Upon completion of the merger, Goldfield will become a wholly owned subsidiary of Parent and Goldfield’s common stock will cease trading on the NYSE American.

About Goldfield

Goldfield is a leading provider of electrical transmission and distribution maintenance services for utility infrastructure, primarily serving the Southeast, mid-Atlantic and Southwest regions of the United States. For more information about the Company, please visit the Company’s website at http://www.goldfieldcorp.com.

About First Reserve

First Reserve is a leading global private equity investment firm exclusively focused on energy, including related industrial markets. With over 35 years of industry insight, investment expertise and operational excellence, the Firm has cultivated an enduring network of global relationships and raised more than $32 billion of aggregate capital since inception. First Reserve has completed approximately 700 transactions (including platform investments and add-on acquisitions), creating several notable energy companies throughout the Firm’s history. Its portfolio companies have operated on six continents, spanning the energy spectrum from upstream oil and gas to midstream and downstream, including resources, equipment and services, and associated infrastructure. Please visit www.firstreserve.com for further information.


Forward-Looking Statements

Any forward-looking statements, including, but not limited to, statements regarding the proposed transaction between First Reserve and Goldfield, the expected timetable for completing the transaction, strategic and other potential benefits of the transaction, and other statements about First Reserve or Goldfield managements’ future expectations, beliefs, goals, plans or prospects, are subject to risks and uncertainties such as those described in Goldfield’s periodic reports on file with the
U.S. Securities and Exchange Commission (“SEC”). These statements speak only as of the date of this press release and are based on First Reserve’s and Goldfield’s current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different from those described in or implied by such forward-looking statements, including risks and uncertainties regarding: changes in financial markets; changes in economic, political or regulatory conditions; and changes in facts and circumstances and other uncertainties concerning the proposed transaction. Further information about these matters can be found in Goldfield’s SEC filings. First Reserve and Goldfield caution investors not to place considerable reliance on the forward-looking statements contained in this press release. Except as required by applicable law or regulation, First Reserve and Goldfield do not undertake any obligation to update or revise any of their forward-looking statements to reflect future events or circumstances.


Important additional information will be filed with the SEC

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities, nor is it a substitute for the tender offer materials Purchaser filed with the SEC upon commencement of the tender offer. This communication is for informational purposes only. The tender offer transaction commenced by affiliates of First Reserve is being made pursuant to a tender offer statement on Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) filed by such affiliates of First Reserve with the SEC. In addition, Goldfield has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC related to the tender offer. PRIOR TO MAKING ANY DECISION REGARDING THE TENDER OFFER, GOLDFIELD STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE SCHEDULE TO (INCLUDING THE OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER MATERIALS) AND THE RELATED SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS THEY MAY BE AMENDED FROM TIME TO TIME. Goldfield stockholders are able to obtain the Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) and the related Solicitation/Recommendation Statement on Schedule 14D-9 at no charge on the SEC’s website at www.sec.gov. In addition, the Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) and the related Solicitation/Recommendation Statement on Schedule 14D-9 may be obtained free of charge from Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, New York 10022, Telephone Number (877) 717-3930 or banks and brokers may call (212) 750-5833, the information agent for the tender offer.

Media Contacts:

The Goldfield Corporation
Kristine Walczak
T: 312-898-3072
[email protected]

First Reserve
Jonathan Keehner / Julie Oakes
Joele Frank, Wilkinson Brimmer Katcher
T: 212-355-4449
[email protected]

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SOURCE First Reserve

Umpqua Holdings Corporation Announces Fourth Quarter 2020 Earnings Conference Call on January 21st, 2021

PR Newswire

PORTLAND, Ore., Dec. 30, 2020 /PRNewswire/ — Umpqua Holdings Corporation (NASDAQ: UMPQ), parent company of Umpqua Bank and Umpqua Investments, today announced that it will host its fourth quarter 2020 earnings conference call on Thursday, January 21st, 2021 at 10:00 a.m. PT (1:00 p.m. ET).  During the call, the Company will provide an update on recent activities and discuss its fourth quarter and full year 2020 financial results, which are expected to be released after the market closes on January 20th, 2021.  There will be a live question-and-answer session following the presentation.

To join the call, please dial (866) 440-7407 ten minutes prior to the start time and enter conference ID: 7096769.  A re-broadcast will be available approximately two hours after the call by dialing (855) 859-2056 and entering conference ID 7096769.  The earnings conference call will also be available as an audiocast, which can be accessed on the Company’s investor relations page at www.umpquaholdingscorp.com.

About Umpqua Holdings Corporation

Umpqua Holdings Corporation (NASDAQ: UMPQ) is the parent company of Umpqua Bank, an Oregon-based community bank recognized for its entrepreneurial approach, innovative customer experience, and distinctive banking solutions. Umpqua Bank has locations across Oregon, Washington, California, Idaho and Nevada.  Umpqua Holdings also owns a retail brokerage subsidiary, Umpqua Investments, Inc., which has locations in Umpqua Bank stores and in dedicated offices in Oregon.  Umpqua Holdings Corporation is headquartered in Portland, Oregon. For more information, visit umpquabank.com.

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SOURCE Umpqua Holdings Corporation

December 2020 ADP National Employment Report®, ADP Small Business Report® and ADP National Franchise Report® to be Released on January 6, 2021

PR Newswire

ROSELAND, N.J., Dec. 30, 2020 /PRNewswire/ —

WHAT:
ADP Research Institute
® will release the December findings of the ADP National Employment ReportADP Small Business Report and ADP National Franchise Report on Wednesday, January 6, 2021 at 8:15 a.m. ET. 

Due to the important contribution that small businesses make to economic growth, ADP Research Institute issues the ADP Small Business Report independently of the ADP National Employment Report.  The ADP Small Business Report offers detailed private sector employment data that are specific to businesses with 49 or fewer employees.

Broadly distributed to the public each month, free of charge, the ADP National Employment Report and ADP Small Business Report are derived from ADP payroll data representing 460,000 U.S. clients and nearly 26 million workers, and are published by the ADP Research Institute in collaboration with Moody’s Analytics.

The ADP National Franchise Report measures monthly changes in franchise employment.  The matched sample used to develop the ADP National Franchise Report is derived from ADP payroll data, which represents 15,000 franchisors and franchisees employing nearly one million U.S. workers.

WHEN: Wednesday, January 6, 2021, 8:15 a.m. ET

Conference Call for Media to follow at 8:30 a.m. ET:
Following the release of the ADP National Employment Report, Moody’s Analytics Chief Economist Mark Zandi will provide context on the employment data during the conference call.

Journalists are invited to access the call by dialing: 1-800-675-6207
NOTE: This is an operator-assisted conference call dial-in number and there is no passcode required.

About the ADP National Employment Report®:

The ADP National Employment Report® is a monthly measure of the change in total U.S. nonfarm private employment derived from actual, anonymous payroll data of client companies served by ADP®, a leading provider of human capital management solutions.  The report, which measures nearly 26 million U.S. workers, is produced by the ADP Research Institute®, a specialized group within the company that provides insights around employment trends and workforce strategy, in collaboration with Moody’s Analytics, Inc.

Each month, ADP Research Institute issues the ADP National Employment Report as part of the company’s commitment to adding deeper insights into the U.S. labor market and providing businesses, governments and others with a source of credible and valuable information.  The ADP National Employment Report is broadly distributed to the public each month, free of charge.

The data for this report is collected for pay periods that can be interpolated to include the week of the 12th of each month, and processed with statistical methodologies similar to those used by the U.S. Bureau of Labor Statistics to compute employment from its monthly survey of establishments.  Due to this processing, this subset is modified to make it indicative of national employment levels; therefore, the resulting employment changes computed for the ADP National Employment Report are not representative of changes in ADP’s total base of U.S. business clients.

For a description of the underlying data and the statistical model used to create this report, please see the ADP National Employment Report: Development Methodology.

About the ADP Research Institute: 
The mission of the ADP Research Institute is to generate data-driven discoveries about the world of work, and to derive reliable economic indicators from these insights.  We offer these findings to the world at large as our unique contribution to making the world of work better and more productive, and to bring greater awareness to the economy at large.

About ADP (NASDAQ: ADP):
Designing better ways to work through cutting-edge products, premium services and exceptional experiences that enable people to reach their full potential.  HR, Talent, Time Management, Benefits, and Payroll. Informed by data and designed for people.  Learn more at ADP.com

ADP, the ADP logo, Always Designing for People, ADP National Employment Report, ADP Small Business Report, ADP National Franchise Report and ADP Research Institute are registered trademarks of ADP, Inc. All other marks are the property of their respective owners.

Copyright © 2020 ADP, Inc.  All rights reserved.

ADP-Media

 

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SOURCE ADP, Inc.

Cadence Bancorporation to Host Fourth Quarter 2020 Earnings Conference Call

Cadence Bancorporation to Host Fourth Quarter 2020 Earnings Conference Call

HOUSTON–(BUSINESS WIRE)–
Cadence Bancorporation (NYSE: CADE) announced today that executive management will host a conference call to discuss fourth quarter and full year 2020 results on Monday, January 25, 2021 at 7:30 a.m. CT / 8:30 a.m. ET. The related press release will be issued prior to the call.

To access the conference call, please dial one of the following numbers approximately 10-15 minutes prior to the start time to allow time for registration and use the Elite Entry Number provided below.

Dial in (toll free):

 

1-888-317-6003

International dial in:

 

1-412-317-6061

Canada (toll free):

 

1-866-284-3684

 

 

 

Participant Elite Entry Number:

 

3708183

The call and corresponding presentation slides will be webcast live on the homepage of the company’s website: www.cadencebancorporation.com.

For those unable to participate in the live presentation, a replay will be available through February 8, 2021. To access the replay, please use the following numbers:

US Toll Free:

1-877-344-7529

International Toll:

1-412-317-0088

Canada Toll Free:

1-855-669-9658

Replay Access Code:

10150788

End Date:

February 8, 2021

About Cadence Bancorporation

Cadence Bancorporation (NYSE: CADE), headquartered in Houston, Texas, is a regional financial holding company with $18.4 billion in total assets as of September 30, 2020. Its wholly owned subsidiary, Cadence Bank, N.A., operates 99 branch locations in Alabama, Florida, Georgia, Mississippi, Tennessee and Texas, and provides corporations, middle-market companies, small businesses and consumers with a full range of innovative banking and financial solutions. Services and products include commercial and business banking, treasury management, specialized lending, asset-based lending, commercial real estate, SBA lending, foreign exchange, wealth management, investment and trust services, financial planning, retirement plan management, payroll and insurance services, consumer banking, consumer loans, mortgages, home equity lines and loans, and credit cards. Clients have access to leading-edge online and mobile solutions, interactive teller machines, and more than 55,000 ATMs. The Cadence team of 1,800 associates is committed to exceeding customer expectations and helping their clients succeed financially.

Cadence Bancorporation

Media contact:

Danielle Kernell

713-871-4051

[email protected]

Investor relations contact:

Valerie Toalson

713-871-4103 or 800-698-7878

[email protected]

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Banking Professional Services Finance

MEDIA:

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Biocept Enters into Laboratory Services Agreements with Two Southern California Regional Independent Physician Associations

Expands physician and patient access to Biocept’s Target Selector™ liquid biopsy testing for the management of patients diagnosed with cancer

PR Newswire

SAN DIEGO, Dec. 30, 2020 /PRNewswire/ — Biocept, Inc. (Nasdaq: BIOC), a leading commercial provider of molecular diagnostic assays, products and services designed to provide physicians with clinically actionable information to improve patient outcomes, announces that it has entered into laboratory services agreements with independent physician associations (IPAs) providing physicians and patients in-network access to Biocept’s full array of Target Selector™ liquid biopsy oncology assays and services. Both IPAs are headquartered in San Diego and combined serve more than 70,000 covered lives in the Southern California region. 

“We see a role for our Target Selector™ assays and services in value based delivery health plans such as IPAs with goals to deliver cost-efficient and high-quality care,” said Michael Nall, Biocept’s President and CEO. “Our Target Selector™ provides evidence-based, clinically actionable results that allow physicians the ability to choose individual biomarker tests or larger liquid biopsy panels to provide the best approach for each patient. Contracting with value-based providers is a priority for Biocept and we expect to enter into additional services agreements in the future.”

About Biocept
Biocept, Inc. is a molecular diagnostics company with commercialized assays for lung, breast, gastric, colorectal and prostate cancers, and melanoma. The Company uses its proprietary liquid biopsy technology to provide physicians with clinically actionable information for treating and monitoring patients diagnosed with cancer. The Company’s patented Target Selector™ liquid biopsy technology platform captures and analyzes tumor-associated molecular markers in both circulating tumor cells (CTCs) and in circulating tumor DNA (ctDNA). With thousands of tests performed, the platform has demonstrated the ability to identify cancer mutations and alterations to inform physicians about a patient’s disease and therapeutic options. Additionally, Biocept is offering nationwide COVID-19 polymerase chain reaction (PCR) testing to support public health efforts during this unprecedented pandemic. For additional information, please visit www.biocept.com.

Forward-Looking Statements Disclaimer Statement

This release contains forward-looking statements that are based upon current expectations or beliefs, as well as a number of assumptions about future events. Although we believe that the expectations reflected in the forward-looking statements and the assumptions upon which they are based are reasonable, we can give no assurance that such expectations and assumptions will prove to have been correct. Forward-looking statements are generally identifiable by the use of words like “may,” “will,” “should,” “could,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. To the extent that statements in this release are not strictly historical, including without limitation statements regarding our expectation of entering into additional services agreements in the future and the ability of our assays to improve the outcomes of patients diagnosed with cancer, such statements are forward-looking, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements are subject to numerous risks and uncertainties, including the risk that our products and services may not perform as expected and the risk that we will not be able to enter into additional services agreements. These and other risks are described in greater detail under the “Risk Factors” heading of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. The effects of such risks and uncertainties could cause actual results to differ materially from the forward-looking statements contained in this release. We do not plan to update any such forward-looking statements and expressly disclaim any duty to update the information contained in this press release except as required by law. Readers are advised to review our filings with the SEC, which can be accessed over the Internet at the SEC’s website located at www.sec.gov.


Contact:


LHA Investor Relations

Jody Cain

[email protected]

310-691-7100

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SOURCE Biocept, Inc.

TRACON Pharmaceuticals Announces Acceptance of the Envafolimab (KN035) NDA by the NMPA in China that was Submitted by its Corporate Partners Alphamab Oncology and 3D Medicines

NDA was Submitted in November in the Indication of MSI-H/dMMR Cancer, Including Colorectal and Gastric Cancer

SAN DIEGO, Dec. 30, 2020 (GLOBE NEWSWIRE) — TRACON Pharmaceuticals (NASDAQ:TCON), a clinical stage biopharmaceutical company focused on the development and commercialization of novel targeted cancer therapeutics and utilizing a cost efficient, CRO-independent product development platform to partner with ex-U.S. companies to develop and commercialize innovative products in the U.S., today announced its corporate partners, Alphamab Oncology and 3D Medicines, received notification that the Chinese National Medical Products Administration (NMPA) accepted for review the new drug application (NDA) for envafolimab (KN035) in the indication of MSI-H/dMMR cancer.

“We congratulate our partners on acceptance of the initial regulatory submission in China for approval of envafolimab in MSI-H/dMMR advanced solid tumors including colorectal and gastric cancer, which marks another important milestone in the development and potential commercialization of the program,” said Charles Theuer, M.D., Ph.D., TRACON Chief Executive Officer. “The acceptance of the NDA for review by Chinese regulators highlights the advanced status of envafolimab product development.   In addition to the registration trial in MSI-H/dMMR advanced solid tumors in China, Envafolimab is being studied in two other registration trials, a randomized Phase 3 trial in biliary tract cancer in China being conducted by 3D Medicines and Alphamab, and TRACON’s ENVASARC trial in sarcoma in the U.S., in which dosing was initiated earlier this month.”

About Envafolimab (KN035)

Envafolimab (KN035), a novel, single-domain antibody against PD-L1, is the first subcutaneously injected PD-(L)1 inhibitor to be studied in registration trials. Envafolimab is currently being studied in the ENVASARC Phase 2 registration trial in the U.S. sponsored by TRACON, as well as in a Phase 2 registration trial as a single agent in MSI-H/dMMR advanced solid tumor patients and a Phase 3 registration trial in combination with gemcitabine and oxaliplatin in advanced biliary tract cancer patients in China sponsored by TRACON’s corporate partners, Alphamab Oncology and 3D Medicines. Alphamab Oncology and 3D Medicines submitted an NDA to the NMPA in China for envafolimab in MSI-H/dMMR cancer that was accepted for review in December 2020. In the Phase 2 registration trial, the confirmed objective response rate (ORR) by blinded independent central review in MSI-H/dMMR colorectal cancer (CRC) patients treated with envafolimab who failed a fluoropyrimidine, oxaliplatin and irinotecan was 32%, which was similar to the 28% confirmed ORR reported in the Opdivo package insert in MSI-H/dMMR CRC patients who failed a fluoropyrimidine, oxaliplatin, and irinotecan and the 33% confirmed ORR reported for Keytruda in MSI-H/dMMR CRC patients who failed a fluoropyrimidine, oxaliplatin and irinotecan in cohort A of KEYNOTE-164.

About ENVASARC (NCT04480502)

The ENVASARC registration trial is a multi-center, open-label, randomized, non-comparative, parallel cohort study at approximately 25 top cancer centers in the United States that began dosing in December 2020. TRACON expects the trial to enroll 160 patients with UPS or MFS who have progressed following one or two lines of prior treatment and have not received an immune checkpoint inhibitor, with 80 patients enrolled into cohort A of treatment with single agent envafolimab and 80 patients enrolled in cohort B of treatment with envafolimab and Yervoy. The primary endpoint is ORR by blinded independent central review with duration of response a key secondary endpoint.

About TRACON

TRACON develops targeted therapies for cancer utilizing a capital efficient, CRO independent, product development platform. The Company’s clinical-stage pipeline includes: Envafolimab, a subcutaneous PD-L1 single-domain antibody being developed in a registration trial for the treatment of sarcoma; TRC253, a small molecule drug candidate for the treatment of prostate cancer; TRC102, a Phase 2 small molecule drug candidate being developed for the treatment of lung cancer and glioblastoma; and TJ004309, a CD73 antibody in Phase 1 development for the treatment of advanced solid tumors. TRACON is actively seeking additional corporate partnerships whereby it leads U.S. regulatory and clinical development and shares in the cost and risk of clinical development and leads U.S. commercialization.  In these partnerships TRACON believes it can serve as a solution for companies without clinical and commercial capabilities in the U.S.  To learn more about TRACON and its product pipeline, visit TRACON’s website at www.traconpharma.com.

About Alphamab Oncology

Alphamab Oncology is a biopharmaceutical company focusing on innovative biologics medicine for oncology. On December 12, 2019, the Company was listed in the mainboard of Hong Kong Stock Exchange with stock code 9966. Alphamab has fully integrated proprietary biologics platforms in bi-specifics and protein engineering. Its pipeline includes eight anti-tumor drug candidates including mainly bi-specifics, and a Covid-19 multifunctional antibody. Four products have advanced into phase I-III clinical trials in China, the United States, and Japan. The Company also has state-of-the-art manufacturing capabilities designed and built to meet NMPA and EU/FDA’s cGMP standards and a complete quality system which has passed the on-site inspection of a European Union qualified person. Alphamab Oncology is committed to building a global leading, multi-dimensional drug development and commercialization platform, focusing on multifunctional biological innovative drugs, and to benefit patients in China and around the world. Visit http://www.alphamabonc.com for more information.

About 3D Medicines

3D Medicines is a clinical-stage biopharmaceutical company focused on the development of differentiated next-generation immuno-oncology drugs for cancer patients. The world’s first subcutaneous injection PD-L1 antibody Envafolimab (KN035), is currently under clinical development in the United States, China and Japan. 3D Medicines is building a pipeline targeting major indications through combination strategy, either with in-house assets or in collaboration with partners around the world. With a professional team in the China and US, 3D Medicines is capable of conducting global clinical development and registration.

Forward-Looking Statements

Statements made in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward‐looking statements. Such statements include, but are not limited to, statements regarding TRACON’s plans to further develop product candidates, expectations regarding the timing and scope of clinical trials and availability of clinical data, expected development and regulatory milestones and timing thereof, and TRACON’s business development strategy and goals to enter into additional collaborations. Risks that could cause actual results to differ from those expressed in these forward‐looking statements include: risks associated with clinical development; whether TRACON or others will be able to complete or initiate clinical trials on TRACON’s expected timelines, if at all, including due to risks associated with the COVID-19 pandemic or other pandemics; the fact that future preclinical studies and clinical trials may not be successful or otherwise consistent with results from prior studies; the fact that TRACON has limited control over whether or when third party collaborators complete on-going trials, initiate additional trials or seek regulatory approval of TRACON’s product candidates; the fact that TRACON’s collaboration agreements are subject to early termination; whether TRACON will be able to enter into additional collaboration agreements on favorable terms or at all; potential changes in regulatory requirements in the United States and foreign countries; TRACON’s reliance on third parties for the development of its product candidates, including the conduct of its clinical trials and manufacture of its product candidates; whether TRACON will be able to obtain additional financing; and other risks described in TRACON’s filings with the Securities and Exchange Commission under the heading “Risk Factors”. All forward‐looking statements contained in this press release speak only as of the date on which they were made and are based on management’s assumptions and estimates as of such date. TRACON undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

Company Contact: Investor Contact:
Mark Wiggins Brian Ritchie
Chief Business Officer LifeSci Advisors LLC
(858) 251-3492 212-915-2578
[email protected]  [email protected]



Xeriant Projects Significant Revenue Through Acquisition of European Operations

SIGNS LOI TO ACQUIRE INTEREST IN STRATEGIC ALLIANCE PARTNER

BOCA RATON, Fla., Dec. 30, 2020 (GLOBE NEWSWIRE) — Xeriant, Inc. (OTC PINK: XERI), a new aerospace technology holding company, announced today that it has signed a letter of intent to acquire a significant interest in Xeriant Europe s.r.o. (“XE”), its strategic alliance partner located in Prague, Czech Republic. The share exchange transaction will enable Xeriant to participate in XE’s business opportunities and technologies with the purpose of generating revenue within the next 180 days, along with long-term capital appreciation.

“Xeriant’s strategy of blending current income into our portfolio of technologies allows for a more balanced growth plan. Our main focus in this relationship was sourcing breakthrough products in the Czech Republic so that Xeriant can hold financial interests with high-income potential,” stated Xeriant CEO, Keith Duffy.

Xeriant has been involved with XE over the past year with the planned objective of jointly establishing relationships with Czech companies that are developing aerospace-related technologies. Most have products that are already commercially viable but require funding to scale up production. Others are in the final development stage and need additional capital for their completion, testing and certification. XE has obtained exclusive marketing and intellectual property rights for these technologies within the U.S., North America or even worldwide. XE also has extensive ties to academic institutions in the Czech Republic and throughout Europe.

A number of the novel XE technologies relate to eco-friendly advanced materials, such as nanofilm lubricants, fire retardants, specialized protective coatings, stealth metamaterials, adsorbents and high energy density batteries for electrification. XE has secured serious interest in these sustainable products from prospective customers across the globe within and beyond the aerospace industry, from the defense, automotive, maritime, construction, agriculture, manufacturing, mining and energy sectors.

“We have worked closely with Xeriant on identifying disruptive technologies which we believe will have significant commercial appeal in the United States. Our focus has been identifying well-established Czech companies that are ready to launch proven products. They often need access to funding to expand into new markets, especially the U.S.,” commented XE’s President, Henry Biza.

Approximately a year ago, the management of both companies met and agreed upon mutual cooperation and the strategy to eventually bring income opportunities into Xeriant, Inc. When the new Xeriant name was announced, the European company changed its company name to Xeriant Europe. The company currently holds a number of exclusive licensing agreements and joint venture relationships. Xeriant Europe owns the XERI brand of environmentally safe lubricant products.

The Czech Republic has a long history as an innovation hub in Central Europe, especially for the aviation industry, dating back to the early 1900’s. Since joining the European Space Agency (ESA) in 2008, the Czech Republic also become increasingly involved with space activities. The National Space Plan for 2020-2025 represents the Czech Republic’s strategy to further develop space related technologies in industry and academia and to play a more active and visible role within the international community in space and related areas. The European Union Agency for the Space Program (EUSPA) will be based in the Czech capital city of Prague effective January 2021.

ABOUT XERIANT

Xeriant, Inc. (d.b.a. Xeriant Aerospace) is a holding and operating company focused on acquiring, developing, and commercializing revolutionary, eco-friendly technologies with applications in aerospace, including innovative aircraft concepts targeting emerging opportunities within the aviation industry. In 2019, Xeriant acquired a unique, scalable, multi-purpose VTOL aerial platform called Halo, which is protected under a broad utility patent. Xeriant is located at the Research Park at Florida Atlantic University in Boca Raton, Florida adjacent to the Boca Raton Airport. The Company is an OTC Markets public company trading under the stock symbol, XERI. 

For further information, please visit www.xeriant.com.

ABOUT XERIANT EUROPE

Xeriant Europe s.r.o., headquartered in Prague, Czech Republic, was founded with the purpose of uncovering leading-edge green technologies with applications in aerospace, primarily from the Czech Republic, and promoting them on the world market, especially in the U.S. The company’s focus is on unique products that are either already being sold or are close to commercialization.

SAFE HARBOR FORWARD-LOOKING STATEMENTS

In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, Xeriant, Inc. is hereby providing cautionary statements identifying important factors that could cause our actual results to differ materially from those projected in forward-looking statements (as defined in such act). Any statements that are not historical facts and that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, indicated through the use of words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “intends,” “plans,” “believes” and “projects”) may be forward-looking and may involve estimates and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements. These statements include, but are not limited to, our expectations concerning our ability to attract investors.

We caution that the factors described herein could cause actual results to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

XERIANT, INC. CORPORATE

Keith Duffy, CEO
Innovation Centre #1
3998 FAU Blvd., Suite 309
Boca Raton, FL 33431
561-491-9595
[email protected]
www.xeriant.com



Soliton Appoints Sean J. Shapiro as Vice President of Sales

PR Newswire

HOUSTON, Dec. 30, 2020 /PRNewswire/ — Soliton, Inc., (Nasdaq: SOLY) (“Soliton” or the “Company”), a medical device company with a novel and proprietary platform technology, today announced the appointment of Sean J. Shapiro as Vice President of Sales, effective January 1, 2021.

Brad Hauser, Soliton’s President and CEO, commented, “We are very excited to have Sean join our team during this pivotal time for the company as we anticipate clearance of our 510(k) application for cellulite reduction during the first quarter of 2021. Sean is a seasoned sales executive who has successfully launched several aesthetic devices in the industry, and we look forward to leveraging his extensive experience as we prepare for the commercial launch of our RAP technology during the first half of next year.”

Most recently, Mr. Shapiro was Vice President of Commercial Operations at Viveve Inc., a Women’s Health Company which manufactures patented CMRF Technology, where he recruited a sales team which generated approximately $11 million in revenue in the year of launch. Prior to this, Mr. Shapiro served as Senior Director of the North America Device Division at Merz, where he successfully led a team of over 60 sales professionals and helped launch Cellfina, a cellulite treatment device which generated $15 million in sales during the first year, along with Ultherapy, an industry leading skin tightening device.

“I am truly looking forward to being a part of an established veteran leadership team with such innovative technology that will provide practitioners and patients superior results in cellulite and tattoo removal,” said Mr. Shapiro, Soliton vice president of sales, “I am also excited to become a key contributor to the commercial success and build a talented and determined sales organization.”

Join our more than 200K subscribers here to follow the Company: https://soly-investors.com

About Soliton, Inc.

Soliton, Inc. is a medical device company with a novel and proprietary platform technology licensed from The University of Texas on behalf of MD Anderson Cancer Center. The Company’s first FDA cleared commercial product will use rapid pulses of acoustic shockwaves as an accessory to lasers for the removal of unwanted tattoos. The Company is based in Houston, Texas, and is actively engaged in bringing the Rapid Acoustic Pulse (“RAP”) device to the market. The Company believes this “Soliton” method has the potential to lower tattoo removal costs for patients, while increasing profitability to practitioners, compared to current laser removal methods. Soliton has filed a 510(k) application with the FDA for clearance of its RAP device to improve the appearance of cellulite and is investigating potential additional capabilities of the RAP technology. The device is currently cleared in the United States only for use in tattoo removal and is not yet cleared for use to address cellulite.

For more information about the Company, please visit:  http://www.soliton.com

Forward-Looking Statements

Some of the statements in this release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements in this press release include, without limitation, our ability to launch our RAP device in the first half of 2021, our ability to receive FDA clearance for the cellulite indication in the first quarter of 2021, our ability to effectively commercialize our products, and the ability of the RAP device to successfully treat cellulite. These statements relate to future events, future expectations, plans and prospects. Although Soliton believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Soliton has attempted to identify forward-looking statements by terminology including ”believes,” ”estimates,” ”anticipates,” ”expects,” ”plans,” ”projects,” ”intends,” ”potential,” ”may,” ”could,” ”might,” ”will,” ”should,” ”approximately” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those discussed under in our SEC filings, including under the heading “Item 1A. Risk Factors” in the Form 10-K for year ended December 31, 2019 we filed with the SEC on March 2, 2020 and updated from time to time in our Form 10-Q filings and in our other public filings with the SEC. Any forward-looking statements contained in this release speak only as of its date. Soliton undertakes no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.

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SOURCE Soliton, Inc.

Decibel Announces Non-Dilutive $30 Million Debt Financing from Connect First Credit Union

PR Newswire

CALGARY, AB, Dec. 30, 2020 /PRNewswire/ – Decibel Cannabis Company Inc. (the “Company” or “Decibel”) (TSXV: DB) (OTCQB: DBCCF), is pleased to announce that it has entered into a commitment letter with Connect First Credit Union Ltd. (“First Calgary“) in respect of $30 million of debt capital (the “Committed Amount“). The Committed Amount is comprised of $28.5 million of term debt (the “Term Debt“) and a $1.5 million authorized overdraft against government receivables (the “Authorized Overdraft“) (collectively, the “Credit Facilities“). The funds will be used to repay Decibel’s existing debt ($26.8 million) and provide additional funds for working capital.

Financing Highlights

  • Total Capital & Extended Maturity: The Credit Facilities includes $28.5 million of Term Debt and a $1.5 million Authorized Overdraft to repay Decibel’s existing debt of $26.8 million. The Credit Facilities mature 5 years from the closing date and amortize over a 10 year term (prior debt was on average a 5 year amortization term).

  • Improved Liquidity: The financing results in $3.2 million of immediate gross proceeds and an additional ~$1 million of principal repayment savings on December 31, 2020. The proceeds will support Decibel’s continued sales growth and working capital requirements.

  • Alignment to Operational Schedule: The Credit Facilities are aligned to Decibel’s operational schedule. The Company will benefit from an interest only period on $16 million of the Term Debt, ending in the third quarter of 2021. Principal savings over this period will provide Decibel flexibility and additional resources to support its growth strategy.

  • Lower Interest Rate: The committed interest rate under the Credit Facilities is a 5 year fixed rate of 4.75% for the Term Debt and Prime + 1.00% for the Authorized Overdraft. This reflects a blended interest rate reduction of approximately 1.70%, representing approximately $360 thousand of annual interest savings for Decibel over the full year 2021.

  • Simplification of Financial Covenants: The Credit Facilities have two annually tested financial covenants, a Debt Service Coverage Ratio of not less than 1.40:1.00, and a Debt to Equity Ratio of not greater than 0.75:1, to commence following Decibel’s 2021 year end (December 31, 2021). The Debt to Equity ratio in subsequent years will step down to 0.50:1 beginning in 2022. The Credit Facilities also have a monthly current ratio covenant of not less than 1.25:1 beginning January 2021. Decibel’s 12 month forecast projects compliance with all financial covenants.

Debt Financing and Repayment of ATB

The Company expects to repay its credit facilities with ATB Financial (“ATB“) on or before January 5, 2021 as part of its closing and funding mechanics with First Calgary. The Company would like to acknowledge and thank ATB for its early-stage commitment and belief in the Company and its support in transitioning its banking relationship to First Calgary.

Appointment of Chief Financial Officer

Decibel is pleased to announce the appointment of Stuart Boucher as Chief Financial Officer, effective December 30, 2020.

“We’d like to congratulate Stuart on the appointment to the CFO role,” said Cody Church, Interim CEO and Chairman of Decibel. “over the course of this past year, the Board has been impressed with Stuart’s strategic leadership.”


About Decibel

Decibel is uncompromising in the process and craftsmanship needed to deliver the highest quality cannabis products and retail experiences. Decibel has three production houses operating or under development along with its wholly owned retail business, Prairie Records. The Qwest Estate in Creston, BC is a licensed and operating 26,000 square foot cultivation space which produces the widely championed, rare cultivar-focused brands Qwest and Qwest Reserve, which are sold in six provinces across Canada. Thunderchild Cultivation, an 80,000 square foot indoor cultivation facility in Battleford, SK is scheduled to be completed and licensed in 2020. The Plant, Decibel’s extraction facility, in Calgary, AB has 15,000 square feet of Health Canada licensed extraction and product development space. This production house will fuel the growth of our brands Qwest, Qwest Reserve, and Blendcraft, into new and innovative product formats like concentrates, vapes, edibles and beyond.


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.


Cautionary Statements


Forward Looking Information

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.

In this news release, forward-looking statements relate to, among other things, Decibel’s anticipated principal savings, including the amount, date of commencement and impact thereof; Decibel’s expected compliance with its financial covenants; the date of repayment of Decibel’s ATB facility and the implied closing date the Credit Facilities; and the anticipated completion and licensing date of Thunderchild Cultivation. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: risks relating to delays, regulatory changes and impacts, capital requirements, construction impacts, displacement requirements and unforeseen requirements resulting from the COVID-19 pandemic, the ability to obtain or maintain licences to retail cannabis products; review of the Company’s production facilities by Health Canada and receipt or maintenance of licences (including any amendments thereto) from Health Canada in respect thereof; future legislative and regulatory developments involving cannabis; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; the labour market generally and the ability to access, hire and retain employees; general business, economic, competitive, political and social uncertainties; the satisfaction of conditions precedent under the Company’s credit facilities; timing and completion of construction and expansion of the Company’s production facilities and retail locations; and the delay or failure to receive board, regulatory or other approvals, including any approvals of the TSX Venture Exchange, as applicable. 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 the forward-looking statements and information contained in this news release. Except as required by law, the Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

This press release contains future-oriented financial information and financial outlook information (collectively, “FOFI”) about the Company’s prospective results of operations including, without limitation, the expected results of its costs cutting measures and, which are subject to the same assumptions, risk factors, limitations, and qualifications as  set forth above. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on FOFI. The Company’s actual results, performance or achievement could differ materially from those expressed in, or implied by, these FOFI, or if any of them do so, what benefits the Company will derive therefrom. The Company has included the FOFI in order to provide readers with a more complete perspective on the Company’s future operations and such information may not be appropriate for other purposes.

These forward-looking statements and FOFI are made as of the date of this press release and the Company disclaims any intent or obligation to update any forward-looking statements and FOFI, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

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SOURCE Decibel Cannabis Company Inc.

NEXE Achieves a Key Composting Milestone for its upcoming NEXE NespressoⓇ-Compatible Pods

PR Newswire

Key Highlights

  • NEXE Nespresso-Compatible Pods achieve 100% breakdown by composting within 10 weeks.
  • These results meet key requirements for certification as compostable in both North American and European markets.
  • The NEXE Nespresso-Compatible Pod was engineered to give among the highest extraction and volume of coffee against other compatible competitors.

VANCOUVER, BC, Dec. 30, 2020 /PRNewswire/ – NEXE Innovations Inc. (TSXV: NEXE) (“NEXE” or the “Company”), a leader in plant-based materials science and advanced manufacturing technologies, is pleased to announce results from Pilot-scale composting and sieving tests for measurement of disintegration performed on its NEXE Nespresso-Compatible Pods by OWS Labs that conforms to  international standards.

“We are extremely pleased that our NEXE Nespresso-Compatible Pods achieved 100% disintegration within 10 weeks, which is a significant improvement over the testing standard of 90% disintegration in less than 12 weeks. Our NEXE Nespresso-Compatible Pods have set a high standard for our competitors,” commented Darren Footz, Chief Executive Officer of NEXE.

These results meet critical international standards required for certification as compostable materials, including American standards ASTM D6400 and D6868, European standard EN 13432, and International standard ISO 17088. The trials also found that NEXE Nespresso Compatible Pods had no negative effects on the quality of the resulting compost.

Zachary Hudson, Chief Scientific Officer at NEXE, commented “These outstanding results demonstrate that our Nespresso-Compatible Pods are ready for certification in both North America and Europe. Years of R&D have led to a sustainable product that does not compromise the taste profile the consumer demands, and that can be composted completely after use.”

NEXE’s pods are among the only patented compostable single-serve beverage pods designed to store more volume of product per capsule than other leading brands. Over 40 billion non-compostable single-serve beverage pods made from traditional plastic are currently discarded annually to landfills around the world.

About NEXE Innovations Inc.

NEXE Innovations Inc. is a leader in plant-based compostable technology and advanced materials manufacturing based in British Columbia, Canada. The company has developed one of the only patented, fully compostable, plant-based, single-serve coffee pods for use in existing major single-serve coffee machines. The proprietary NEXE pod is designed to reduce the significant environmental impact caused by single-serve pods (+40 billion plastic pods discarded every year). With over $30M raised (equity and government funding) to date and over five years of R&D, NEXE is well-positioned to meet the growing demand for environmentally friendly and sustainable products in the single-serve coffee sector and beyond.

For additional information, please contact:


Kelsey Letham, Investor Relations at 604-359-4731

or visit:

nexeinnovations.com

Social Media


https://twitter.com/nexeinnovations



https://www.facebook.com/nexeinnovations



https://www.linkedin.com/company/nexeinnovations



https://www.instagram.com/nexeinnovations

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this release are forward-looking statements or information, which include the proposed use of proceeds, commercialization of the NEXE PODs, including the NEXE Nespresso Compatible Pod, and increase production capacity, create other environmentally friendly compostable packaging opportunities, development of technologies, the potential of the Company’s technology, future plans, regulatory approvals and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including but not limited to, business, economic and capital market conditions, the ability to manage operating expenses, consumer demand for and sentiment towards the Company’s products, security threats, and dependence on key personnel. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, including the demand for its products, anticipated costs, and the ability to achieve goals. Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, equipment failures, litigation, increase in operating costs, the impact of Covid-19 or other viruses and diseases on the Company’s ability to operate, competition, failure of counterparties to perform their contractual obligations, government regulations, loss of key employees and consultants, and general economic, market or business conditions.  NEXE wishes to advise readers that it is not affiliated with or endorsed by Nestlé Nespresso SA or the Nestle brand and the NEXE Nespresso compatible pod is compatible with Nespresso format coffee machines.  Nespresso is a registered trademark of Nestlé Nespresso SA.  Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information.

The forward-looking statements contained in this news release are made as of the date of this news release.  Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


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

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SOURCE Nexe Innovations Inc.