Zhihu Inc. Announces Pricing of Initial Public Offering

PR Newswire

BEIJING, March 26, 2021 /PRNewswire/ — Zhihu Inc. (“Zhihu” or the “Company”) (NYSE: ZH), an iconic online content community in China, today announced that it has priced its initial public offering (the “IPO”) of 55,000,000 American depositary shares (“ADSs”), at US$9.5 per ADS. The aggregate offering size of the IPO and the concurrent private placements described below is US$772.5 million, assuming the underwriters do not exercise their option to purchase additional ADSs, and approximately US$850.9 million, assuming the underwriters exercise their option to purchase additional ADSs in full. Each two ADSs represent one Class A ordinary share of the Company. The ADSs are expected to begin trading on the New York Stock Exchange today under the ticker symbol “ZH.” The IPO is expected to close on March 30, 2021, subject to customary closing conditions.

The Company has granted the underwriters an option, exercisable for 30 days from the date of the final prospectus, to purchase up to an aggregate of 8,250,000 additional ADSs at the IPO price, less underwriting discounts and commissions.

Credit Suisse Securities (USA) LLC, Goldman Sachs (Asia) L.L.C. and J.P. Morgan Securities LLC are acting as joint representatives of underwriters and lead joint bookrunners for the offering (names in alphabetical order). China International Capital Corporation Hong Kong Securities Limited, CMB International Capital Limited, China Renaissance Securities (Hong Kong) Limited, CLSA Limited, Haitong International Securities Company Limited, and Lighthouse Capital International Inc. are acting as joint bookrunners for the offering (names in alphabetical order).

Concurrently with, and subject to, the completion of this offering, certain investors have agreed to purchase US$250.0 million in Class A ordinary shares from the Company, including (i) US$100.0 million by Taobao China Holding Limited, an affiliate of Alibaba Group Holding Limited, (ii) US$100.0 million by Purus Innovation Limited, an affiliate of JD.com, Inc., (iii) US$30.0 million by Image Frame Investment (HK) Limited, the Company’s shareholder and an affiliate of Tencent Holding Limited, and (iv) US$20.0 million by Lilith Limited, an affiliate of Lilith Games, in private placement transactions pursuant to exemptions from registration with the U.S. Securities and Exchange Commission (the “SEC”), under Regulation S of the Securities Act of 1933, as amended. The concurrent private placements are expected to close concurrently with the closing of the IPO, subject to customary closing conditions.

A registration statement related to these securities has been filed with, and declared effective by, the SEC. This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

This offering is being made only by means of a prospectus forming a part of the effective registration statement. A copy of the final prospectus relating to the offering may be obtained, when available, by contacting the following underwriters (names in alphabetical order): (1) Credit Suisse Securities (USA) LLC at Eleven Madison Avenue, New York, NY 10010, or by telephone at +1-800-221-1037; (2) Goldman Sachs & Co. LLC at 200 West Street, New York, NY 10282-2198, Attention: Prospectus Department, or by telephone at 1-866-471-2526; (3) J.P. Morgan Securities LLC at 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Broadridge Financial Solutions, or by telephone at 1-866-803-9204.


About Zhihu Inc.

Zhihu Inc. (NYSE:ZH) operates Zhihu, an iconic online content community dedicated to empowering people to share knowledge, experience, and insights, and to find their own answers. Zhihu fosters a vibrant online community where users contribute and engage while respecting diversity and valuing constructiveness by promoting a culture of sincerity, expertise, and respect developed through years of cultivation. Zhihu is China’s largest Q&A-inspired online community and one of the top five Chinese comprehensive online content communities, both in terms of average mobile monthly average users and revenue in 2020. Zhihu is also recognized as the most trustworthy online content community and widely regarded as offering the highest quality content in China, according to a survey conducted by CIC.

For more information, please visit https://ir.zhihu.com.

Safe Harbor Statement

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and a number of factors could cause actual results to differ materially from those contained in any forward-looking statement. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “target,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other similar expressions. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any duty to update such information, except as required under applicable law.

For investor and media inquiries, please contact:

In China:

Zhihu Inc.
Email: [email protected]

The Piacente Group, Inc.
Helen Wu
Tel: +86-10-6508-0677
Email: [email protected] 

In the United States:

The Piacente Group, Inc.
Brandi Piacente
Phone: +1-212-481-2050
Email: [email protected]

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SOURCE Zhihu Inc.

GSK and Vir Biotechnology Announce Submission of Emergency Use Authorization Request to FDA for VIR-7831 for the Early Treatment of COVID-19

LONDON and SAN FRANCISCO, March 26, 2021 (GLOBE NEWSWIRE) — GlaxoSmithKline plc (LSE/NYSE: GSK) and Vir Biotechnology, Inc. (Nasdaq: VIR) today announced the submission of an application to the U.S. Food and Drug Administration (FDA) requesting Emergency Use Authorization (EUA) for VIR-7831 (GSK4182136), an investigational dual-action SARS-CoV-2 monoclonal antibody for the treatment of adults and adolescents (aged 12 years and older weighing at least 40 kg) with mild-to-moderate COVID-19 who are at risk for progression to hospitalization or death.

The FDA EUA submission is based on an interim analysis of efficacy and safety data from the Phase 3 COMET-ICE (COVID-19 Monoclonal antibody Efficacy Trial – Intent to Care Early) trial, which evaluated VIR-7831 as monotherapy for the early treatment of COVID-19 in adults at high risk of hospitalization. Results of the interim analysis, based on data from 583 patients enrolled in the trial, demonstrated an 85% (p=0.002) reduction in hospitalization or death in those receiving VIR-7831 compared to placebo, the primary endpoint of the trial. As a result, the Independent Data Monitoring Committee recommended that the trial be stopped for enrollment due to evidence of profound efficacy. Data from the registrational COMET-ICE trial also will form the basis for a Biologics License Application (BLA) submission to the FDA.

Preclinical data suggest VIR-7831 targets a highly conserved epitope of the spike protein, which may make it more difficult for resistance to develop. New in vitro data from pseudotyped virus assays published online in bioRxiv in March 2021 support this hypothesis as they demonstrate that VIR-7831 maintains activity against current circulating variants of concern including the UK, South African and Brazilian variants. Based on additional soon to be published preclinical data, VIR-7831 also appears to maintain activity against the California variant.

GSK and Vir will continue discussions with the European Medicines Agency (EMA) and other global regulators to make VIR-7831 available to patients with COVID-19 as soon as possible. 

About COMET-ICE 
The multi-center, double-blind, placebo-controlled COMET-ICE trial investigated VIR-7831 in adults with mild or moderate COVID-19 who are at high risk of progression to severe disease. The Phase 2 lead-in portion of the trial, which served as the first-in-human assessment, evaluated the safety and tolerability of a single 500 mg intravenous (IV) infusion of VIR-7831 or placebo over a 14-day period in 21 non-hospitalized adults enrolled across the United States. In October 2020, based on a positive evaluation of safety and tolerability data of VIR-7831 from the lead-in part of the trial by an Independent Data Monitoring Committee, the trial began enrolling patients in North America and additional sites in South America and Europe in the global Phase 3 portion of the trial.

In March 2021, an Independent Data Monitoring Committee recommended that the COMET-ICE trial be stopped for enrollment due to evidence of profound efficacy but is continuing to follow study participants for 24 weeks. Additional results, including epidemiology and virology data, will be forthcoming once the trial is completed.

The Phase 3 portion of the trial assessed the safety and efficacy of a single IV infusion of VIR-7831 (500 mg) or placebo in non-hospitalized participants globally. The interim analysis included 291 patients in the treatment arm and 292 patients in the placebo arm. Among those studied, 63% were Hispanic or Latinx and 7% were Black or African American. The primary efficacy endpoint is the proportion of patients who have progression of COVID-19 as defined by the need for hospitalization for at least 24 hours or death within 29 days of randomization.

About the VIR-7831 Clinical Development Program

In addition to the COMET-ICE trial, the full COMET clinical development program for VIR-7831 includes:

  • COMET-PEAK: An ongoing Phase 2 trial with two parts: to compare the safety and viral kinetics of 500 mg intramuscularly (IM) administered VIR-7831 to 500 mg intravenously administered VIR-7831 among low-risk adults with mild to moderate COVID-19 and to evaluate the similarity in pharmacokinetics between VIR-7831 manufactured by different processes.
  • COMET-TAIL: A Phase 3 trial expected to begin in the second quarter of 2021 in high-risk adults to assess whether IM-administered VIR-7831 can reduce hospitalization or death due to COVID-19.
  • COMET-STAR: A Phase 3 trial expected to begin in the second quarter of 2021 in uninfected adults at high risk to determine whether IM-administered VIR-7831 can prevent symptomatic infection.

VIR-7831 is also being evaluated in the outpatient setting in BLAZE-4, a Phase 2 trial sponsored by Eli Lilly and Company, designed to assess the safety and efficacy of Eli Lilly’s bamlanivimab (LY-CoV555) alone and bamlanivimab with other neutralizing antibodies, including VIR-7831, versus placebo in low-risk adults with mild to moderate COVID-19. Additionally, VIR-7831, along with VIR-7832 will be evaluated in the Phase 1b/2a National Health Service-supported AGILE trial in adults with mild to moderate COVID-19. VIR-7832 is the second monoclonal antibody from the Vir-GSK collaboration to be investigated as a potential COVID-19 treatment.

VIR-7831 and VIR-7832 are investigational compounds, not approved by the U.S. Food and Drug Administration or any other regulatory authority. 

About VIR-7831 / GSK4182136

VIR-7831 is an investigational dual-action SARS-CoV-2 monoclonal antibody. Preclinical data suggest it has the potential to both block viral entry into healthy cells and clear infected cells. The antibody binds to an epitope on SARS-CoV-2 that is shared with SARS-CoV-1 (the virus that causes SARS), indicating that the epitope is highly conserved, which may make it more difficult for resistance to develop. VIR-7831, which incorporates Xencor’s Xtend™ technology, also has been designed to achieve high concentration in the lungs to ensure optimal penetration into airway tissues affected by SARS-CoV-2 and to have an extended half-life.

About VIR-7832 / GSK4182137

VIR-7832 is an investigational dual-action SARS-CoV-2 monoclonal antibody. Preclinical data suggest it has the potential to both block viral entry into healthy cells and an enhanced ability to clear infected cells. The antibody binds to an epitope on SARS-CoV-2 that is shared with SARS-CoV-1 (the virus that causes SARS), indicating that the epitope is highly conserved, which may make it more difficult for resistance to develop. VIR-7832, which incorporates Xencor’s Xtend and other Fc technologies, has been designed to achieve high concentration in the lungs to ensure optimal penetration into airway tissues affected by SARS-CoV-2 and to have an extended half-life. Importantly, VIR-7832 also has been engineered to potentially enhance virus-specific T cell function, which could help treat and/or prevent COVID-19 infection.

About the Vir and GSK Collaboration 
In April 2020, Vir and GSK entered into a collaboration to research and develop solutions for coronaviruses, including SARS-CoV-2, the virus that causes COVID-19. The collaboration uses Vir’s proprietary monoclonal antibody platform technology to accelerate existing and identify new anti-viral antibodies that could be used as therapeutic or preventive options to help address the current COVID-19 pandemic and future outbreaks. The companies will leverage GSK’s expertise in functional genomics and combine their capabilities in CRISPR screening and artificial intelligence to identify anti-coronavirus compounds that target cellular host genes. They will also apply their combined expertise to research SARS-CoV-2 and other coronavirus vaccines.

GSK Commitment to Tackling COVID-19 
GSK’s response to COVID-19 has been one of the broadest in the industry, with three potential treatments in addition to our vaccine candidates in development.

GSK is collaborating with several organizations on COVID-19 vaccines by providing access to our adjuvant technology. In addition to our work with Medicago, a collaboration with Sanofi on an adjuvanted, protein-based vaccine candidate is now in Phase 2. An earlier stage collaboration with SK Bioscience is also ongoing. SK Bioscience receives funding from CEPI and the Bill and Melinda Gates Foundation to develop differentiated, affordable COVID-19 vaccines for supply globally through the COVAX facility. The use of an adjuvant can be of particular importance in a pandemic since it may reduce the amount of vaccine protein required per dose, allowing more vaccine doses to be produced and contributing to protecting more people.

GSK is also working with mRNA specialist, CureVac, to jointly develop next generation, multi-valent mRNA vaccines for COVID-19 with the potential to address multiple emerging variants in one vaccine. GSK will also support manufacturing of up to 100m doses of CureVac’s first generation COVID-19 vaccine.

GSK is also exploring potential therapeutic or treatment options for COVID-19 patients. We are collaborating with Vir Biotechnology to develop existing and identify new anti-viral antibodies that could be used as therapeutic or preventive options for COVID-19. We recently reported that an Independent Data Monitoring Committee recommended that the Phase 3 COMET-ICE trial evaluating VIR-7831 as monotherapy for the early treatment of COVID-19 in adults at high risk of hospitalization be stopped for enrolment due to evidence of profound efficacy, based on an interim analysis of data from the trial. We are seeking Emergency Use Authorization in the US and authorizations in other countries. We are also assessing whether an investigational monoclonal antibody, otilimab, can help severely ill COVID-19 patients aged over 70 who experience an overreaction of their immune system.

About GSK

GSK is a science-led global healthcare company with a special purpose: to help people do more, feel better, live longer. For further information please visit www.gsk.com/about-us.

About Vir Biotechnology

Vir Biotechnology is a clinical-stage immunology company focused on combining immunologic insights with cutting-edge technologies to treat and prevent serious infectious diseases. Vir has assembled four technology platforms that are designed to stimulate and enhance the immune system by exploiting critical observations of natural immune processes. Its current development pipeline consists of product candidates targeting COVID-19, hepatitis B virus, influenza A and human immunodeficiency virus. For more information, please visit www.vir.bio.

Vir Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “plan,” “potential,” “aim,” “promising” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These forward-looking statements are based on Vir’s expectations and assumptions as of the date of this press release. Forward-looking statements contained in this press release include, but are not limited to, statements regarding the timing of availability of preclinical and clinical data, clinical development program updates, and data disclosures related to VIR-7831, the ability of VIR-7831 and VIR-7832 to treat and/or prevent COVID-19, the potential of VIR-7831 in the hospitalized population, the ability of VIR-7831 to neutralize the SARS-CoV-2 live virus, the ability of VIR-7831 to maintain full activity against variant strains of the virus, Vir’s collaboration with GSK, and statements related to regulatory authorizations and approvals, including Vir’s plans to submit a BLA to the FDA and continue discussions with the EMA and other global regulators. Many factors may cause differences between current expectations and actual results, including challenges in obtaining regulatory approval, unexpected safety or efficacy data observed during preclinical or clinical studies, challenges in the treatment of hospitalized patients, difficulties in collaborating with other companies or government agencies, challenges in accessing manufacturing capacity, successful development and/or commercialization of alternative product candidates by our competitors, changes in expected or existing competition, delays in or disruptions to our business or clinical trials due to the COVID-19 pandemic, geopolitical changes or other external factors, and unexpected litigation or other disputes.

GSK Cautionary Statement Regarding Forward-Looking Statements

GSK cautions investors that any forward-looking statements or projections made by GSK, including those made in this announcement, are subject to risks and uncertainties that may cause actual results to differ materially from those projected. Such factors include, but are not limited to, those described in the Company’s Annual Report on Form 20-F for 2020 and any impacts of the COVID-19 pandemic.

Registered in England & Wales:

No. 3888792

Registered Office:

980 Great West Road
Brentford, Middlesex
TW8 9GS



Vir Biotechnology Contacts:
Cara Miller
VP, Corporate Communications
[email protected]
+1 415 941 6746

Media: 
Simon Steel 
+44 (0) 20 8047 5502
(London)

Tim Foley 
+44 (0) 20 8047 5502 
(London)

Kristen Neese
+1 804 217 8147
(Philadelphia)

Kathleen Quinn
+1 202 603 5003
(Washington DC)

Lyndsay Meyer 
+1 202 302 4595 
(Washington DC)

Analysts/Investors:
James Dodwell 
+44 (0) 20 8047 2406 
(London)

Sonya Ghobrial 
+44 (0) 7392 784784 
(Consumer)

Danielle Smith
+44 (0) 20 8047 0932 
(London)

James Dodwell 
+44 (0) 20 8047 2406 
(London)

Jeff McLaughlin 
+1 215 751 7002 
(Philadelphia)

Frannie DeFranco 
+1 215 751 4855 
(Philadelphia)

CLPS Incorporation Announces an Upgraded Digital Marketing Solution

PR Newswire

HONG KONG, March 26, 2021 /PRNewswire/ — CLPS Incorporation (Nasdaq: CLPS) (“CLPS” or “the Company”), today announced an upgraded digital marketing solution with technology-powered and data-driven features.

CLPS has been committed to promoting digital transformation integrated with secure, smooth, and efficient IT systems. The growing demand for customized and innovative marketing model has pushed CLPS to further enhance its digital marketing solution to achieve client’s business goals prompted by improved marketing performance metrics.

Many enterprises have seen growing online customer activity and engagements as a result of the COVID-19 pandemic, creating a sense of urgency for digital transformation. Moving forward, enterprises are accelerating digital marketing as a strategy to address the requirements of the expected trends including digital touchpoint, customer acquisition across digital platform, and customized value proposition. CLPS’s “technology+data” digital marketing solution which covers operation services through the utilization of marketing accounts, private online traffic, and media coverage, among others, serve as the major selling point for industry verticals such as in banking, wealth management, e-commerce, and automotive. By leveraging a user’s data activity, it enables enterprises to reduce marketing costs while gaining more customers. It also improves a user’s engagement and loyalty, which will contribute to sustainable sales growth. The latest digital marketing solution upgrade intends to provide CLPS’s existing and potential client base across industries with diversified service portfolio.

Mr. Jingwei Sun, General Manager of Tianjin Huanyu Qinshang Network Technology Co., Ltd., a wholly-owned subsidiary of CLPS and head of digital marketing solution, said, “Digital marketing solution is an addition to our competitive landscape as an IT services provider. We have successfully enhanced its features after a series of trial runs, and we are actively promoting it to domestic financial, automotive, and sportswear markets.”

Mr. Henry Li, Chief Operating Officer of CLPS, said, “CLPS has always valued cutting-edge technology, advancement and high value-added solutions. This digital marketing solution for the domestic market will significantly contribute in further widening and diversifying our customized IT solution services, which we have been continuously doing over the years.”

About CLPS Incorporation

Headquartered in Hong Kong, CLPS Incorporation (the “Company”) (Nasdaq: CLPS) is a global leading information technology (“IT”) consulting and solutions service provider focusing on the banking, insurance, and financial service sectors. The Company serves as an IT solutions provider to a growing network of clients in the global financial service industry, including large financial institutions in the US, Europe, Australia, Southeast Asia and Hong Kong SAR, and their PRC-based IT centers. The Company maintains 20 delivery and/or research & development centers to serve different customers in various geographic locations. Mainland China centers are located in Shanghai, Beijing, Dalian, Tianjin, Baoding, Xi’an, Chengdu, Guangzhou, Shenzhen, Hangzhou, Suzhou, and Hainan. The remaining eight global centers are located in Hong Kong SAR, USA, UK, Japan, Singapore, Malaysia, Australia, and India. For further information regarding the Company, please visit: http://ir.clpsglobal.com/, or follow CLPS on FacebookLinkedIn, and Twitter.

Forward-Looking Statements

Certain of the statements made in this press release are “forward-looking statements” within the meaning and protections of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements with respect to the Company’s beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance. Known and unknown risks, uncertainties and other factors, which may be beyond the Company’s control, may cause the actual results and performance of the Company to be materially different from such forward-looking statements. All such statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties related to the Company’s expectations of the Company’s future growth, performance and results of operations, the Company’s ability to capitalize on various commercial, M&A, technology and other related opportunities and initiatives, as well as the risks and uncertainties described in the Company’s most recently filed SEC reports and filings. Such reports are available upon request from the Company, or from the Securities and Exchange Commission, including through the SEC’s Internet website at http://www.sec.gov. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date hereof, or after the respective dates on which any such statements otherwise are made.

Contact:

CLPS Incorporation
Rhon Galicha
Investor Relations Office 
Phone: +86-182-2192-5378
Email: [email protected]

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SOURCE CLPS

Vireo Health Closes First Tranche of Debt Financing with Green Ivy Capital

— Credit facility provides growth capital to expand first-mover advantage in Vireo’s core markets —

— Company plans to begin incremental expansion projects at its Arizona and Maryland facilities in Q2 —

PR Newswire

MINNEAPOLIS, March 26, 2021 /PRNewswire/ — Vireo Health International Inc., (“Vireo” or the “Company”) (CNSX: VREO, OTCQX: VREOF), the leading physician-led, science-focused multi-state cannabis company, today announced that it has closed on the first tranche of the previously-announced senior secured, delayed draw term loan (the “Credit Facility”) with Chicago Atlantic Group (the “agent”), an affiliate of Green Ivy Capital, and a group of lenders. The first tranche of U.S. $23.5 million, net of fees and closing costs, will be utilized to support the Company’s ongoing growth initiatives and working capital requirements.

“We’re very pleased to formalize our relationship with Chicago Atlantic Group as we continue expanding our operations and prepare our business for stronger growth as our markets transition from medical to adult-use programs,” said Chairman and Chief Executive Officer, Dr. Kyle Kingsley. “This facility allows Vireo to continue pursuing first-mover advantages in markets where we see potential for revenue growth and margin expansion, beginning with incremental expansion projects at our cultivation facilities in Arizona and Maryland planned for the second quarter.”

The facility is non-convertible with a three-year term, has an aggregate principal amount of up to $46,000,000, and will bear interest at a fixed annual rate of 13.625%, payable monthly in cash and 2.75% per annum in monthly PIK interest. The lenders and agent will receive warrants at an aggregate rate of 30% coverage based on the gross amount of each tranche advanced, with a warrant strike price equal to the volume weighted average trading price of Vireo’s stock for the 10 days prior to closing. Additional advances under the facility are subject to the discretion of the lenders and the proceeds may be used for approved acquisitions or other purposes approved by the lenders.

About Vireo Health International, Inc.

Vireo Health International, Inc. is a physician-led cannabis company focused on bringing the best of technology, science, and engineering to the cannabis industry. Vireo manufactures proprietary, branded cannabis products in environmentally friendly facilities, state-of-the-art cultivation sites and distributes its products through its growing network of Green Goods™ and other retail locations and third-party dispensaries. Vireo’s team of more than 400 employees, led by scientists, engineers, and cultivation experts, is focused on efficiency and the creation of best-in-class products, while driving scientific innovation within the cannabis industry and developing meaningful intellectual property. Today, Vireo is licensed to grow, process, and/or distribute cannabis in nine markets and operates 16 dispensaries nationwide. For more information about Vireo Health, please visit www.vireohealth.com.

Forward Looking Statement Disclosure

This press release contains “forward-looking information” within the meaning of applicable United States and Canadian securities legislation. Forward-looking information contained in this press release may be identified by the use of words such as “plans,” “continue,” “prepare,” “pursuing,” “potential,” “will,” “transition,” “planned,” and “intend.”  Forward-looking information is based upon a number of estimates and assumptions of management, believed but not certain to be reasonable, in light of management’s experience and perception of trends, current conditions and expected developments, as well as other factors relevant in the circumstances, including assumptions in respect of current and future market conditions, the current and future regulatory environment; and the availability of licenses, approvals and permits.

Although the Company believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements. Forward-looking information is subject to a variety of risks and uncertainties that could cause actual events or results to differ materially from those projected in the forward-looking information. Such risks and uncertainties include, but are not limited to, risks related to the timing of adult-use legislation in markets where the Company currently operates; current and future market conditions, including the market price of the subordinate voting shares of the Company; risks related to the COVID-19 pandemic; federal, state, local, and foreign government laws, rules, and regulations, including federal and state laws in the United States relating to cannabis operations in the United States; limited operating history; changes in laws, regulations, and guidelines; operational, regulatory, and other risks; execution of business strategy; management of growth; difficulty to forecast; conflicts of interest; risks inherent in an agricultural business; liquidity and additional financing; and the risk factors set out in the Company’s listing statement dated March 19, 2019, filed with the Canadian securities regulators and available under the Company’s profile on SEDAR at www.sedar.com and in the Company’s registration statement on Form 10, filed November 5, 2020 on EDGAR with the U.S. Securities and Exchange Commission, as amended.

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



Media Inquiries



Investor Inquiries

Albe Zakes 

Sam Gibbons


Vice President, Corporate Communications


Vice President, Investor Relations


[email protected] 


[email protected]

(267) 221-4800

(612) 314-8995

 

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SOURCE Vireo Health International, Inc.

Volta Charging Maximizes Network Installation Efficiency Using Sitetracker

Partnership has accelerated project closeout and achieved a faster time to revenue

PR Newswire

PALO ALTO, Calif., March 26, 2021 /PRNewswire/ — Sitetracker, the project and asset management standard for innovative infrastructure owners and operators such as Duke Energy, Dominion Energy and New Columbia Solar, is proud to announce that electric vehicle station operator Volta Charging has used Sitetracker to double the size of its EV charging station network in a little over two years. Volta will continue to use the Sitetracker Platform to further expand its charging network, which is already the most-utilized free electric vehicle charging stations in the United States.

With 80% of its network located in front of essential businesses, Volta’s charging stations feature large, eye-catching digital displays that function as a sophisticated media network, providing brands a way to reach millions of shoppers. These sponsor-supported charging stations provide energy to customers who can plug in their vehicles where and when they shop. Property owners and retailers who choose to have Volta charging stations installed report an increase in spend, dwell time and engagement on site. Currently located in 23 states and over 200 municipalities, Volta’s ecosystem of partners and drivers have surpassed 90 million free electric miles across the network of charging stations.

To manage this rapid growth, Volta has utilized Sitetracker’s platform to increase network installation productivity and accelerate time to project closeout. Out-of-the-box features like Trackers and Project Templates have allowed Volta to standardize and streamline their processes, optimize for scale and gain visibility.

“As our business evolved and became more sophisticated, we saw a need to transition from proprietary workflow management solutions to a best-in-class platform that could optimize the management of large project portfolios,” said Jon Michaels, Executive Vice President Network Development, Volta Charging. “Through Sitetracker, we’ve been able to accelerate our nationwide rollout to new locations and partners, all the while maintaining efficient and high-quality operations at our current stations.”

“This streamlined project management has become all the more crucial as EV adoption becomes increasingly widespread across the country,” said Giuseppe Incitti, CEO of Sitetracker. “Volta Charging is serving the hyper-growth EV charging segment. We are proud to partner with Volta and empower their project managers to accelerate project closeout – a key trigger to faster time to revenue.”



About Sitetracker


Sitetracker, Inc. is the global standard for deploying, operating, and servicing critical infrastructure and technology. The Sitetracker Platform enables growth-focused innovators to optimize the entire asset lifecycle through native platform inclusions like AI, automation, and actionable analytics. From the field to the C-suite, Sitetracker enables stakeholders to optimize how they plan, deploy, maintain, and grow their capital asset portfolios. Market leaders in the telecommunications, alternative energy, and utility industries — such as Chargepoint, EVgo, Google Fiber, British Telecom, and Vodafone — rely on Sitetracker to manage millions of sites and projects representing over $25 billion of portfolio holdings globally. For more information, visit www.sitetracker.com.



About Volta Charging


 
For over a decade, Volta has been building a nationwide electric vehicle charging network to drive the world forward. Named after Alessandro Volta, the inventor of the electric battery, Volta’s award-winning charging stations benefit brands, consumers, and real-estate locations by providing valuable advertising space to businesses and free charging to drivers. Strategically located in places where consumers already spend their time and money, Volta’s chargers are among the most used electric vehicle charging stations in the United States. Headquartered in San Francisco, Volta is bringing to communities the means of building a sustainable fueling network for the 21st century. To learn more, visit www.voltacharging.com.

In February 2021, Volta and Tortoise Acquisition Corp. II (NYSE: SNPR), a publicly traded special purpose acquisition company with a strategic focus on energy sustainability and decarbonizing transportation, announced they entered into a business combination agreement. Upon the closing of the transaction, which remains subject to customary closing conditions, the combined entity will be named Volta Inc. and remain on the New York Stock Exchange under the new ticker symbol “VLTA”.

 

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SOURCE Volta

Magnachip Enters into Definitive Agreement with Wise Road Capital in a Take Private Transaction Valued at $1.4 Billion

– Magnachip shareholders to receive $29.00 in cash per share

– Represents a 54% premium to Magnachip’s unaffected closing price of $18.83 on March 2, 2021 and a 75% premium to the 3-month volume-weighted average share price

PR Newswire

SEOUL, South Korea, March 26, 2021 /PRNewswire/ — Magnachip Semiconductor Corporation (“Magnachip” or the “Company”) (NYSE: MX), the South Korean leader in display and power solutions, today announced that it has entered into a definitive agreement (the “Agreement”) with South Dearborn Limited, a company incorporated in the Cayman Islands, and Michigan Merger Sub, Inc., a Delaware corporation, which are investment vehicles established by Wise Road Capital LTD and certain of its limited partners (“Wise Road”).

Under the terms of the Agreement, Magnachip shareholders will receive $29.00 in cash for each share of Magnachip’s common stock they currently hold, representing a premium of approximately 75% to Magnachip’s 3-month volume-weighted average share price and approximately a 54% premium to the unaffected closing stock price on March 2, 2021, the last trading day before media reports of third-party interest in acquiring Magnachip. The all-cash transaction has an equity value of approximately $1.4 billion. The transaction is fully backed by equity commitments and not contingent on any financing conditions.

Following the closing of the transaction, Magnachip’s management team and employees are expected to continue in their roles, and the Company will remain based in Cheongju, Seoul and Gumi, South Korea. The transaction is expected to be seamless for customers and employees across Magnachip’s businesses.

Magnachip’s Chief Executive Officer, YJ Kim, said: “This transaction is in the best interests of all of our stakeholders, including shareholders, customers and employees. It will provide an excellent opportunity to accelerate our MX 3.0 growth strategy. Given their deep industry expertise, Wise Road Capital is an ideal partner for Magnachip, and we look forward to working with them as we chart the next phase for our company. We remain grateful to our customers for their trust and to our fellow employees for their unwavering commitment to delivering industry-leading products to customers worldwide.”

Wise Road intends to work together with Magnachip’s management team to pursue the next step in the Company’s growth strategy and transform the Company into a true industry leader in the global display and power markets. Through its additional investment and global network, Wise Road will help Magnachip’s growth internationally. Wise Road remains absolutely committed to providing world-class products and services to the Company’s customers, while creating a stable environment for the company’s employees to grow and thrive.

The Board of Directors of Magnachip has unanimously approved the Agreement and recommends that Magnachip shareholders vote in favor of the transaction. Details of the transaction and the Agreement are included with the Company’s current report on Form 8-K, which will be filed with the United States Securities and Exchange Commission in due course.

The transaction is expected to close during the second half of 2021, subject to customary closing conditions, including the receipt of shareholder and regulatory approvals.

Advisors

J.P. Morgan Securities LLC served as exclusive financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP, Richards, Layton & Finger, PA and Kim & Chang served as legal counsel to Magnachip. BMO Capital Markets Corp. served as exclusive financial advisor and Hogan Lovells US LLP and Lee & Ko served as legal counsel to Wise Road Capital LTD.

About Magnachip Semiconductor Corporation

Magnachip is a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT, consumer, industrial and automotive applications. The Company provides a broad range of standard products to customers worldwide. Magnachip, with more than 40 years of operating history, owns a portfolio of approximately 1,200 registered patents and pending applications, and has extensive engineering, design and manufacturing process expertise. For more information, please visit www.magnachip.com. Information on or accessible through Magnachip’s website is not a part of, and is not incorporated into, this release.

About Wise Road Capital

Wise Road Capital is a global private equity firm that invests in leading technology companies. The firm focuses on identifying opportunities in enabling technologies for global urbanization and smart & green life through close cooperation with companies across several main themes, including smart city, intelligent manufacturing and renewable energies. Wise Road Capital strives to build a healthy international ecosystem around these key themes through its investments and its international management team that has a combination of industry and investment expertise.

Additional Information and Where to Find It

This communication is being made in respect of the proposed transaction involving Magnachip and Wise Road Capital LTD. In connection with the proposed transaction, Magnachip intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, Magnachip will mail or otherwise provide the definitive proxy statement and a proxy card to each shareholder of Magnachip entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document that Magnachip may file with the SEC or send to its shareholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, SHAREHOLDERS OF MAGNACHIP ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT MAGNACHIP WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. The definitive proxy statement and other relevant materials in connection with the proposed transaction (when they become available), and any other documents filed by Magnachip with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov or at Magnachip’s website at www.magnachip.com.

Participants in the Solicitation

This communication does not constitute a solicitation of proxy, an offer to purchase, or a solicitation of an offer to sell any securities. Magnachip and its directors and executive officers are, and certain employees may be, deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction. Information regarding the names of such persons and their respective interests in the proposed transaction, by securities holdings or otherwise, will be set forth in the definitive proxy statement when it is filed with the SEC. Additional information regarding these individuals is set forth in Magnachip’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on March 9, 2021 and the definitive proxy statement on Schedule 14A for Magnachip’s most recent Annual Meeting of Shareholders held in June 2020, which was filed with the SEC on April 29, 2020. To the extent Magnachip’s directors and executive officers or their holdings of Magnachip securities have changed from the amounts disclosed in those filings, to Magnachip’s knowledge, such changes have been or will be reflected on initial statements of beneficial ownership on Form 3 or statements of change in ownership on Form 4 on file with the SEC. These documents are (or, when filed, will be) available free of charge at the SEC’s website at www.sec.gov or at Magnachip’s website at www.magnachip.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to the safe harbor created thereby. Statements that are not historical or current facts, including statements about beliefs and expectations and statements relating to the proposed transaction among the Company and Wise Road Capital LTD are forward-looking statements. These forward-looking statements are often, but not always, made through the use of words or phrases such as “may,” “will,” “will be,” “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe(s),” “intend,” “predict,” “potential,” “future,” “strategy,” “opportunity” and similar words or phrases or the negatives of these words or phrases. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including, but not limited to: the possibility that any or all of the conditions precedent to the consummation of the proposed transaction, including, the receipt of shareholder and regulatory approvals, may not be satisfied or waived; unanticipated difficulties or expenditures relating to the proposed transaction; that the transaction may not be completed in a timely manner or at all; the occurrence of any event, change or circumstance that could give rise to the termination of the Agreement; the diversion of and attention of management of the Company on transaction-related issues; legal proceedings, judgments or settlements, including those that may be instituted against the Company, the Company’s board of directors and executive officers and others following the announcement of the proposed transaction; disruptions of current plans and operations caused by the announcement and pendency of the proposed transaction; potential difficulties in employee retention due to the announcement and pendency of the proposed transaction; the response of customers, suppliers, business partners and regulators to the announcement of the proposed transaction; and other risks and uncertainties and the factors identified under “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, and updated in subsequent reports filed by the Company with the SEC. These reports are available at www.magnachip.com or www.sec.gov. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update them in light of new information or future events.


CONTACT
S
:


In the United States:

So-Yeon Jeong

Head of Investor Relations

Tel. +1-408-712-6151


[email protected]


In Korea:

Mina Jeong

Managing Partner, Allison Partners

Tel. +82 10 6282 0677


[email protected]

Or

Dan Zacchei / Alex Kovtun

Sloane & Company


[email protected] /
[email protected] 

 

 

 

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SOURCE Magnachip Semiconductor Corporation

Sustainable Development Acquisition I Corp. Announces the Separate Trading of its Class A Common Stock and Warrants, Commencing March 29, 2021

PR Newswire

LOS ANGELES, March 26, 2021 /PRNewswire/ — Sustainable Development Acquisition I Corp. (the “Company”), a public benefit corporation and Pending B Corporation, announced today that, commencing March 29, 2021, holders of the units sold in the Company’s initial public offering may elect to separately trade shares of the Company’s Class A common stock, $0.0001 par value per share (“Class A common stock”) and warrants included in the units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The shares of Class A common stock and warrants that are separated will trade on the Nasdaq Capital Market under the symbols “SDAC” and “SDACW,” respectively. Those units not separated will continue to trade on the Nasdaq Capital Market under the symbol “SDACU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and warrants.   

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

Forward-Looking Statements

This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

About the Company

Sustainable Development Acquisition Corp (“SDAC”), (NASDAQ: SDAC), a public benefit corporation and Pending B Corporation, is a special-purpose acquisition company created to acquire a successful business that is addressing the global challenges identified by the United Nations Sustainable Development Goals. SDAC was formed as a partnership between RRG Global Partners Fund, a private fund affiliated with Renewable Resources Group, a certified B Corp, and Sustainable Investors Fund, a private fund affiliated with Capricorn Investment Group, a certified B Corp.

Contacts
Media Contact:
Arón Villarreal
[email protected] 
(323) 329 8221

 

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SOURCE Sustainable Development Acquisition I Corp.

Orano Canada Inc. (“Orano”) Completes First Earn-In Option and Forms Joint Venture with Skyharbour at the Preston Uranium Project

VANCOUVER, British Columbia, March 26, 2021 (GLOBE NEWSWIRE) — Skyharbour Resources Ltd. (TSX-V:SYH) (OTCQB:SYHBF) (Frankfurt: SC1P) (the “Company or Skyharbour”) announces that Orano Canada Inc. (“Orano”) has completed the first earn-in option of a 51% (fifty-one percent) interest in the Preston Uranium Project (“Project”), located in the western Athabasca Basin, Saskatchewan, Canada. Orano previously held an option to acquire the interest through an option agreement entered into with Skyharbour and Dixie Gold Inc. (“Dixie Gold”).

Project Location – Western Athabasca Basin, Saskatchewan, Canada:

https://skyharbourltd.com/_resources/maps/SYH-Patterson-Lake.pdf

Orano has fulfilled their first earn-in option interest in the project by completing CAD $2.8 million in staged exploration expenditures and making a total of CAD $200,000 in cash payments over the previous three years, divided evenly between Skyharbour and Dixie Gold. Orano has spent a total of CAD $4.8 million on the Project to date.

Following acquisition of the interest, Orano has formed a joint venture with Skyharbour and Dixie Gold for the future advancement and development of the Project. Orano now holds a 51% (fifty-one percent) interest in the joint venture, with the remaining interest split evenly between Skyharbour and Dixie Gold with each company retaining a 24.5% (twenty-four and a half percent) interest in the joint venture.

About Preston:

In March 2017, Skyharbour signed an option agreement with Orano (formerly AREVA Resources Inc.) that provided Orano an earn-in option to acquire a majority working interest in the 49,653 hectare Preston Uranium Project (see also news release dated December 15, 2016). Under the option agreement, Orano could contribute cash and exploration program consideration totaling up to CAD $8,000,000 in exchange for up to 70% of the applicable project area over six years.

The significant potential of the Project has been highlighted by recent discoveries in the area by NexGen Energy Ltd. (Arrow), Fission Uranium Corp. (Triple R) and a joint venture consisting of Cameco Corporation, Orano and Purepoint Uranium Group Inc. (Spitfire). Exploration at the Project has consisted of ground gravity, airborne and ground electromagnetics, radon, soil, silt, biogeochem, lake sediment, and geological mapping surveys, as well as exploratory drill programs. Over a dozen high-priority drill target areas associated with multiple prospective exploration corridors have been successfully delineated through these methodical, multiphased exploration initiatives, which have culminated in an extensive, proprietary geological database for the project area.

Qualified Person:

The technical information in this news release has been prepared in accordance with the Canadian regulatory requirements set out in National Instrument 43-101 and reviewed and approved by Richard Kusmirski, P.Geo., M.Sc., Skyharbour’s Head Technical Advisor and a Director, as well as a Qualified Person.

About Orano Canada Inc.:

Headquartered in Saskatoon, Saskatchewan, Orano Canada Inc. is a leading supplier of uranium, accounting for the processing of 18 million pounds produced in Canada in 2019. Orano Canada has been exploring for uranium, mining and producing uranium concentrate in Canada for more than 55 years. The company operates the McClean Lake uranium mill and holds a significant interest in the Cigar Lake, McArthur River and Key Lake operations. The company employs over 450 people in Saskatchewan, including about 320 at the McClean Lake operation where over 46% of employees are self-declared Indigenous. As a sustainable uranium producer, Orano Canada is committed to safety, environmental protection and contributing to the prosperity and well-being of neighbouring communities.

Orano Canada Inc. is a subsidiary of the multinational Orano Group offering products and services with high added value throughout the entire nuclear fuel cycle, from raw materials to waste treatment. Its activities, from mining to dismantling, as well as in conversion, enrichment, recycling, logistics and engineering, contribute to the production of low carbon electricity. Orano Group and its 16,000 employees bring to bear their expertise and their mastery of cutting-edge technology, as well as their permanent search for innovation and unwavering dedication to safety, to serve their customers worldwide.

About Skyharbour Resources Ltd.:

Skyharbour holds an extensive portfolio of uranium exploration projects in Canada’s Athabasca Basin and is well positioned to benefit from improving uranium market fundamentals with six drill-ready projects covering over 240,000 hectares of land. Skyharbour has acquired from Denison Mines, a large strategic shareholder of the Company, a 100% interest in the Moore Uranium Project which is located 15 kilometres east of Denison’s Wheeler River Project and 39 kilometres south of Cameco’s McArthur River uranium mine. Moore is an advanced stage uranium exploration property with high grade uranium mineralization at the Maverick Zone that returned drill results of up to 6.0% U3O8 over 5.9 metres including 20.8% U3Oover 1.5 metres at a vertical depth of 265 metres. The Company has plans for upcoming drill programs at the project.

Skyharbour has now entered into a joint venture partnership with industry-leader Orano Canada Inc. and has a joint venture partnership with Azincourt Energy. Orano recently earned-in 51% of the Preston Project and Azincourt recently earned-in 70% of the East Preston Project through exploration expenditures, cash payments and Azincourt share issuance. Preston and East Preston are large, geologically prospective properties proximal to Fission Uranium’s Triple R deposit as well as NexGen Energy’s Arrow deposit.

The Company owns a 100% interest in the South Falcon Uranium Project on the eastern perimeter of the Basin which contains a NI 43-101 inferred resource totaling 7.0 million pounds of U3Oat 0.03% and 5.3 million pounds of ThO2 at 0.023%. Furthermore, Skyharbour has recently signed a Definitive Agreement with ASX-listed Valor Resources on the Hooke Lake (previously North Falcon Point) Uranium Project whereby Valor can earn-in 80% of the project through $3,500,000 in total exploration expenditures, $475,000 in total cash payments over three years and an initial share issuance.

Skyharbour’s goal is to maximize shareholder value through new mineral discoveries, committed long-term partnerships, and the advancement of exploration projects in geopolitically favourable jurisdictions.

Skyharbour’s Uranium Project Map in the Athabasca Basin:


http://skyharbourltd.com/_resources/maps/SYH-Athabasca-Map.jpg

To find out more about Skyharbour Resources Ltd. (TSX-V: SYH) visit the Company’s website at www.skyharbourltd.com.

SKYHARBOUR RESOURCES LTD.

“Jordan Trimble”

Jordan Trimble
President and CEO

For further information contact myself or:
Spencer Coulter
Corporate Development and Communications
Skyharbour Resources Ltd.
Telephone: 604-687-3376
Toll Free: 800-567-8181
Facsimile: 604-687-3119
Email: [email protected]

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS RELEASE.

This release includes certain statements that may be deemed to be “forward-looking statements”. All statements in this release, other than statements of historical facts, that address events or developments that management of the Company expects, are forward-looking statements. Although management believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance, and actual results or developments may differ materially from those in the forward-looking statements. The Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change. Factors that could cause actual results to differ materially from those in forward-looking statements, include market prices, exploration and development successes, continued availability of capital and financing, and general economic, market or business conditions. Please see the public filings of the Company at www.sedar.com for further information.



Assure Holdings Reports Fourth Quarter and Full Year 2020 Financial Results

Full Year 2020 Managed Case Volume Increased 54% to 9,914

DENVER, March 26, 2021 (GLOBE NEWSWIRE) — Assure Holdings Corp. (the “Company” or “Assure”) (TSXV: IOM; OTCQB: ARHH), a provider of intraoperative neuromonitoring services (“IONM”), reported financial results for the fourth quarter and full year ended December 31, 2020.

Fourth Quarter 2020 Financial Summary vs. Fourth Quarter 2019

  • Total revenue was $6.0 million versus $(4.7) million. In the fourth quarter 2020, $3.1 million of revenue was derived from hospitals and management fees, a $1.4 million increase from the year-earlier quarter. The fourth quarter of 2019 included a $10.3 million reserve relating to a private health insurance company and its affiliates in Louisiana, Texas and Michigan.
  • Cost of revenue was $2.9 million vs $0.5 million due to the reversal of accrued billing fees related to the reserve adjustments taken in the fourth quarter of 2019, and to the Company building an internal revenue cycle management department in 2020.
  • Managed cases increased 36% to a quarterly record of 3,057 versus 2,242.
  • Equity method of investment in Provider Entities (“PEs”) was $0.3 million compared to $0.1 million.
  • Net loss of $(0.5) million compared to net loss of $(6.7) million.
  • Net loss per diluted share was $(0.01) compared to net loss of $(0.19) per diluted share.
  • Adjusted EBITDA was $0.8 million versus $(8.2) million.
  • The Company collected a quarterly record $6.5 million compared to $2.4 million for a combination of technical IONM services and cash collected from PEs for professional IONM services.
  • The Company collected a record $3.7 million versus $1.3 million for IONM revenue that it retains 100%.

In fourth quarter and full-year 2020, the Company realized gains of $1.2 million associated with forgiveness for the SBA loan relating to the CARES Act.

Full Year 2020 Financial Summary vs. Full Year 2019

  • Total revenue was $3.5 million versus $17.7 million.
  • Managed cases increased 54% to an annual record of 9,914 versus 6,414.
  • Equity method of investment in Provider Entities was ($1.2) million compared to $1.3 million.
  • General and administrative expenses were $9.6 million compared to $8.4 million reflecting the building out of Assure’s management team and professional fees related to the Company’s financial transactions, S-1 filing and acquisitions.
  • Net loss of $(15.0) million compared to net income of $2.7 million.
  • Net loss per diluted share was $(0.41) compared to net income of $0.06 per diluted share.
  • Adjusted EBITDA was $(14.4) million versus $5.7 million.
  • The Company collected an annual record $23.9 million compared to $15.9 million for a combination of technical IONM services and cash collected from PEs for professional IONM services.
  • The Company collected a record $13.8 million versus $8.0 million for IONM revenue that it retains 100%.
  • In the second quarter of 2020 Assure pre-emptively recorded reserves of approximately $15 million to further reduce accrual rate and revenue per procedure expectations to more accurately reflect what the Company expects to collect based on current data.

Management Commentary

“Against a challenging 2020 environment, we made key investments in infrastructure, talent, and innovation to unlock our ability to fulfill the Company’s long-term strategy,” said John A. Farlinger, Assure’s executive chairman and CEO. “We made significant progress executing against our three key corporate objectives: improving the performance of Assure’s billing and collections function, development of an in-network revenue stream and scaling our platform through both organic growth and M&A. The Company reported record total collections that increased 50% from the prior year. More than 20% of Assure’s overall commercial insurance volume is now in-network, either directly or indirectly with payors, helping to reduce risk, minimize complexity, protect our liquidity and accelerate the timing of payments. Finally, we substantially expanded our scale in 2020, reporting a 54% increase in procedures during the year. This growth was achieved both by organically winning new business within our existing operational footprint, expanding into two new states and successfully integrating the acquisition of Neuro-Pro which continues to deliver as we expected.”

“The Company has taken numerous proactive steps to improve its financial flexibility. This included closing a $10.5 million institutional investor private placement, obtaining an expanded credit facility, securing an SBA loan under the CARES Act that was subsequently forgiven and raising funds in non-brokered convertible debenture offerings. We also brought revenue cycle management in-house after the legacy 3rd party vendor was terminated as a result of poor performance. The Company’s revamped collections process generated a record $23.9 million compared to $15.9 in 2019.”

“Our 2020 results were negatively impacted by a number of anticipated factors. The major contributor was our lower accrual per case rate which we adjusted in the second quarter of 2020 to reflect issues associated with the collection of 2018 claims and IONM industry-wide downward market pressure in the average payment per procedure from commercial insurance companies. Of note, while the year-over-year decline in accrual per case was substantial, the sequential degradation in the third and fourth quarters of 2020 was minimal. We are now updating our revenue accrual rates on a quarterly basis and do not anticipate a significant decline from current accrual rates in 2021. The issue we experienced in 2020 reflects the lingering effects of poor performance from the legacy 3rd party billing provider that was terminated in the autumn of 2019. Assure re-billed all outstanding 2018 claims in 2020 and anticipates ultimately recovering a meaningful share of these receivables. Another factor was the previously disclosed impact of reserving claims from a private health insurance company that to-date has failed to reimburse Assure. The final contributor was the steep COVID-19-related decline in elective procedures we experienced in March and April which lingered in certain markets through the end of the year.”

“The fourth quarter saw the Company deliver on a number of milestones including: a quarterly record for both collections and number of procedures, reporting a positive EBITDA, a second consecutive quarter of stable revenue accrual rates, filing of Assure’s Form S-1 and closing an institutional investor private placement.”  

“Further, Assure has already made important advancements against our key corporate objectives in 2021. We intend to capitalize on growth opportunities including increasing scale by organically expanding into new states and pursuing strategic acquisitions. This includes an agreement to acquire Sentry Neuromonitoring, a Joint Commission accredited IONM provider with operations in Texas, Kansas and Missouri which performed more than 5,500 IONM procedures in 2020. Assure, through its wholly owned subsidiary, also expanded into telemedicine by launching professional neurology services. This will allow us to control quality of service in all aspects of our IONM offering which is a key consideration for payors as we negotiate new in-network agreements, strengthens our offering as we position to sell directly to hospitals, creates additional margin in our existing operations, and generates organic growth and acquisition targets. In addition, we believe our professional neurology services will act as a platform the Company can build from to offer additional and adjacent services around neurology. Assure is taking steps to support what we believe will be a year of profitable growth and sharply increasing case volume by securing a second draw SBA loan associated with the CARES Act. In addition, Assure’s Form S-1 was declared effective, and we are preparing for a potential uplisting to a major U.S. exchange.”

Assure will be filing its year-end financial statements with SEDAR and the SEC at www.sedar.com, www.sec.gov and the Company website.

Chief Financial Officer Succession

Trent Carman has decided to retire from his position as chief financial officer (“cfo”) of the Company. John Price, Assure’s vice president of finance, will succeed Carman as cfo. Carman will remain with the Company as an advisor through 2021.

“I want to thank Trent for his leadership and his many contributions to Assure through this period of unprecedented change and transformative growth. He has played an important role helping the Company deliver on our corporate objectives while building a strong finance team with deep expertise,” said Farlinger. “I want to wish Trent all the best as he enters the next chapter of his life.”

“I am proud of the significant progress we have made to drive our growth strategy over the past three years,” said Carman. “I believe Assure is operating from a position of strength, with a long runway of profitable growth ahead. John Price is a key member of our management team, and I am confident that his experience and strong leadership capabilities will help to ensure that Assure continues to drive improved operating performance and disciplined execution.”

“I have great confidence in John Price, a seasoned financial executive, stepping into this role,” said Farlinger. “I look forward to working closely with him in his new role to further fuel Assure success by delivering profitable revenue growth and strong cash collections while investing in key strategic initiatives to ensure we continue to differentiate Assure’s position in the IONM industry.”

Price has over 25 years of experience in accounting, financial planning and analysis, and business process improvement. He is also highly experienced in capital raise and debt financing, M&A, accounting operations, compliance, and system implementations. Price’s prior positions include serving as chief accountant of National Beverage, chief financial officer at Alliance MMA and MusclePharm and in various accounting and finance roles in high growth technology companies in the Silicon Valley. Price spent the first seven years of his career at Ernst & Young. He earned a Bachelor of Science in Accounting from Pennsylvania State University.

Operational Guidance

In 2020, Assure managed 9,914 cases, and at the end of that year, had worked with 141 surgeons across 77 hospitals and medical facilities, supported by 59 technologists. Comparatively, in 2019, the Company managed 6,414 cases, and at the end of that year worked with 98 surgeons at 53 hospitals and medical facilities, supported by 50 technologists.

The Company forecasts total procedures for full-year 2021 to exceed 14,000, a record number representing an increase of more than 40% compared with 2020. This projection is based on organic growth only and does not incorporate any impact from M&A activity. The guidance reflects the impact to-date of COVID-19, but not a substantial future disruption relating to the pandemic.

Impact of COVID-19

The adverse impact of the global pandemic on people and businesses has been extensive and far-reaching. Beginning in March and accelerating in April 2020, Assure saw a decline of more than 70% in its number of procedures performed; however, the Company’s overall weekly case volumes in May through December 2020 exceeded average weekly case rates in January and February 2020. Nevertheless, continued COVID-19 cases in the United States caused intermittent disruptions to linger in certain markets during the remainder of 2020. Assure is continuing to carefully monitor the impact of COVID-19 in all states within its operational footprint. The Company anticipates that the majority of the procedures that were postponed in 2020 will be rescheduled for a later date.

Subsequent Event: Assure Enters Into Agreement to Purchase Sentry Neuromonitoring and Receives United States Small Business Administration Second Draw Loan Under CARES Act

In February 2021, Assure signed a Term Sheet to acquire (the “Acquisition”) Sentry Neuromonitoring, LLC (“Sentry”), one of the largest IONM service providers in Texas, for a purchase price of $3,500,000. The purchase price to be paid is $1,225,000 in cash and $2,275,000 in Assure common stock, subject to escrow, TSX Venture Exchange and other requirements. Under the Term Sheet, Assure will acquire Sentry’s contracts, employees, business relationships and assets including accounts receivable, and assume up to $250,000 of its debt. Although key terms and conditions have been negotiated and agreed to, the Acquisition remains subject to a number of conditions.

In March 2021, Assure received a $1.7 million second draw loan provided under the United States Small Business Administration Paycheck Protection Program pursuant to the Coronavirus Aid, Relief, and Economic Security Act. Assure anticipates that all or a portion of the loan will be forgiven as the Company expects to maintain its employment and compensation within designated parameters.

Conference Call

The Company will hold a conference call today, March 26, 2021, at 12:00 p.m. Eastern time to discuss its fourth quarter and full year 2020 results.

Date: Friday, March 26, 2021
Time: 12:00 p.m. Eastern time (10:00 a.m. Mountain time)
Toll-free dial-in number: 1-877-407-0792
International dial-in number: 1-201-689-8263
Conference ID: 13717700

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization.

The conference call will be broadcast live and available for replay here.

A replay of the conference call will be available after 3:00 p.m. Eastern time on the same day through April 9, 2021.

Toll-free replay number: 1-844-512-2921
International replay number: 1-412-317-6671
Replay ID: 13717700

Non-GAAP Measures

This press release includes certain measures which have not been prepared in accordance with Generally Accepted Accounting Principals (“GAAP”) such as Adjusted EBITDA, case volume, cases and managed cases. The non-GAAP measures presented are unlikely to be comparable to similar measures presented by other issuers. References to Adjusted EBITDA are to net income/(loss) excluding interest, taxes, depreciation and amortization, share-based compensation, gain on payroll protection program loan and gain on extinguishment of acquisition debt. Reference to case volume, cases and managed cases are to procedures monitored by the Company. None of the foregoing non-GAAP measures is an earnings measure recognized by GAAP and do not have a standardized meaning prescribed by GAAP. Management believes that Adjusted EBITDA, case volume, managed cases and cases are appropriate measures in evaluating the Company’s performance. Readers are cautioned that Adjusted EBITDA, managed cases, case volume and cases should not be construed as alternatives to net income (as determined under GAAP), as indicators of financial performance or to cash flow from operating activities (as determined under GAAP) or as measures of liquidity and cash flow.

About Assure Holdings

Assure Holdings Corp. is a Colorado-based company that works with neurosurgeons and orthopedic spine surgeons to provide a turnkey suite of services that support intraoperative neuromonitoring activities during invasive surgeries. Assure employs its own staff of technologists and uses its own state-of-the-art monitoring equipment, handles 100% of intraoperative neuromonitoring scheduling and setup, and bills for all technical services provided. Assure Neuromonitoring is recognized as providing the highest level of patient care in the industry and has earned The Joint Commission’s Gold Seal of Approval®. For more information, visit the Company’s website at www.assureneuromonitoring.com.

Forward-Looking Statements

This news release may contain “forward-looking statements” within the meaning of applicable securities laws, including, but not limited to: the Company’s expansion and financing plans; the Company’s revenue and cash flow; the collection of outstanding amounts owed to the Company; comments with respect to strategies, expectations, planned operations and future actions of the Company; the maximization of the Company’s in-network revenue; plans to uplist to a major U.S. exchange; loans secured by the Company and the expected effects thereof; the rescheduling of postponed procedures; the Company’s accounting practices, including but not limited to the expected effects of the Company’s decision to write-down a sizable portion of its accounts receivable and to further reduce its accrual rate and revenue per procedure expectations; the impact of COVID-19; the total number of procedures for 2021; collections of accounts receivable including a meaningful share of the 2018 reserved receivables and the Acquisition and the expected effects thereof. Forward-looking statements may generally be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to: the Company’s revenue accrual rates may experience significant decline in 2021; the Company may not increase its scale and expand into new states in 2021; the Company’s ability to successfully expand; t the Company may not improve its revenue and cash flow; the Company’s ability to collect past due accounts receivable; the accuracy of the reservations made to receivables; the Company may not be able to maximize the Company’s in-network revenue and negotiate new in-network agreements the Company’s decision to write-down a sizable portion of its accounts receivable may not result in a more sustainable and profitable model; the Company may not see its case volume increase as a result of securing the SBA loan; the Company may not exceed 14,000 procedures performed in 2021; the cases postponed in 2020 may not be rescheduled for a later date; the TSX Venture exchange may not approve the Acquisition; the acquisition may not be completed; all or a portion of the $1.7 million Loan may not be forgiven; the Company may not maintain its employment and compensation framework within the parameters of the Coronavirus Aid, Relief, and Economic Security Act; the Company’s decision to further reduce its accrual rate and revenue per procedure expectations may not reduce its down-side risk; uncertainties related to market conditions and our ability to qualify for a listing on a major U.S. exchange; the uncertainty surrounding the spread of COVID-19 and the impact it will have on the Company’s operations and economic activity in general; and the risks and uncertainties discussed in our most recent annual and quarterly reports filed with the Canadian securities regulators and available on the Company’s profile on SEDAR at www.sedar.com and those included in the Company’s registration statement on Form S-1 filed with the United States Securities and Exchange Commission and available at www.sec/gov. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by law, Assure does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.

Neither the 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.

Contact

Scott Kozak, Investor and Media Relations
Assure Holdings Corp.
1-720-287-3093
[email protected]

SCHEDULE A

ASSURE HOLDINGS CORP.  
CONDENSED INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION  
(in thousands of United States Dollars)  
           
           
    December 31,
2020
  December 31,
2019
 
ASSETS          
Current assets          
Cash   $ 4,386     $ 59  
Accounts receivable, net     14,965       30,863  
Income tax receivable     150        
Other assets     284       168  
Due from PEs     4,856       2,489  
Due from related parties     334       128  
Total current assets     24,975     $ 33,707  
Equity method investments     608       2,360  
Property, plant and equipment, net     356       209  
Operating lease right of use asset     124       196  
Finance lease right of use asset     608       466  
Intangibles, net     4,115       4,587  
Goodwill     2,857       2,857  
Total assets   $ 33,643     $ 44,382  
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
LIABILITIES          
Current liabilities          
Accounts payable and accrued liabilities   $ 2,871     $ 4,365  
Current portion of debt     4,100       1,664  
Current portion of lease liability     521       461  
Current portion of acquisition debt           5,030  
Other current liabilities     96       81  
Total current liabilities     7,588       11,601  
Lease liability, net of current portion     772       500  
Debt, net of current portion     2,251       1,160  
Acquisition debt, net of current portion           2,429  
Provision for acquisition share issuance     540       540  
Provision for fair value of stock options     16       66  
Provision for performance share issuance     2,668       16,011  
Deferred tax liability, net     599       2,010  
Total liabilities     14,434       34,317  
SHAREHOLDERS’ EQUITY          
Common stock     56       35  
Additional paid-in capital     30,841       6,682  
Retained earnings (deficit)     (11,688 )     3,348  
Total shareholders’ equity     19,209       10,065  
Total liabilities and shareholders’ equity   $ 33,643     $ 44,382  
                 

ASSURE HOLDINGS CORP.  
CONDENSED INTERIM CONSOLIDATED STATEMENT OF INCOME/(LOSS)  
(in thousands of United States Dollars, except per share amounts)  
                 
    Three Months Ended December 31,   Years Ended December 31,
      2020       2019       2020       2019  
    (unaudited)   (unaudited)        
Revenue                
Patient service fees, net   $ 2,899     $ (6,328 )   $ (3,443 )   $ 13,738  
Hospital, management and other     3,065       1,669       6,967       3,987  
Total revenue     5,964       (4,659 )     3,524       17,725  
Cost of revenues     2,850       489       7,912       4,955  
Gross (loss) margin     3,114       (5,148 )     (4,388 )     12,770  
Operating expenses                
General and administrative     3,739       3,337       9,592       8,427  
Sales and marketing     408       369       1,209       1,435  
Depreciation and amortization     245       205       1,014       537  
Total operating expenses     4,392       3,911       11,815       10,399  
Income/(loss) from operations     (1,278 )     (9,059 )     (16,203 )     2,371  
Other income/(expenses)                
Earnings/(loss) from equity method investments     255       113       (1,194 )     1,305  
Gain on Payroll Protection Program loan     1,211             1,211        
Gain on extinguishment of acquisition debt     188             188        
Other income/(expense)     39       167       89       172  
Accretion expense     (163 )     (74 )     (782 )     (74 )
Interest, net     (366 )     (89 )     (530 )     (252 )
Total other income/(expense)     1,164       117       (1,018 )     1,151  
Income/(loss) before income taxes     (114 )     (8,942 )     (17,221 )     3,522  
Income tax benefit (expense)     (385 )     2,216       2,185       (806 )
Net income/(loss)   $ (499 )   $ (6,726 )   $ (15,036 )   $ 2,716  
Basic income/(loss) per common share   $ (0.01 )   $ (0.19 )   $ (0.41 )   $ 0.08  
Diluted income/(loss) per common share   $ (0.01 )   $ (0.19 )   $ (0.41 )   $ 0.06  
                 

ASSURE HOLDINGS CORP.
RECONCILIATION OF NON-GAAP ADJUSTED EBITDA TO NET LOSS
(in thousands of United States Dollars)
               
  Three Months Ended December 31,   Years Ended December 31,
    2020       2019       2020       2019  
    (unaudited)       (unaudited)                  
                               
Reported net income (loss) $ (499 )   $ (6,726 )   $ (15,036 )   $ 2,716  
Interest, net   366       89       530       252  
Accretion expense   163       74       782       74  
Depreciation and amortization   245       205       1,014       537  
Share based compensation   92       307       548       1,259  
Income tax expense (benefit)   385       (2,216 )     (2,185 )     806  
Provision for stock option fair value         27       (50 )     8  
  $ 752     $ (8,240 )   $ (14,397 )   $ 5,652  
               

ASSURE HOLDINGS CORP.
EARNINGS PER SHARE
(in thousands of United States Dollars, except per share amounts)
               
  Three Months Ended December 31,   Years Ended December 31,
    2020       2019       2020       2019  
Net income (loss) $ (499 )   $ (6,726 )   $ (15,036 )   $ 2,716  
Basic weighted average common shares outstanding   36,233,127       34,402,607       36,233,127       34,402,607  
Basic earnings (loss) per common share $ (0.01 )   $ (0.19 )   $ (0.41 )   $ 0.08  
Net income (loss) $ (499 )   $ (6,726 )   $ (15,036 )   $ 2,716  
Basic weighted average common shares outstanding   36,233,127       34,402,607       36,233,127       34,402,607  
Dilutive effect of stock options, warrants, and performance shares                     7,510,000  
Dilutive weighted average common shares outstanding   36,233,127       34,402,607       36,233,127       41,912,607  
Diluted earnings (loss) per common share $ (0.01 )   $ (0.19 )   $ (0.41 )   $ 0.06  
               



Claritas Announces Addition of Perenlei Enkhbaatar, M.D., Ph.D., FAHA to the Company’s Board of Directors

Dr. Enkhbaatar’s Appointment Further Expands the Company’s Expertise in Field of Nitric Oxide Therapeutics

SAN FRANCISCO and TORONTO, March 26, 2021 (GLOBE NEWSWIRE) — Claritas Pharmaceuticals, Inc. (formerly Kalytera Therapeutics, Inc.) (TSX VENTURE: KLY and OTC: KALTF) (the “Company” or “Claritas“) today announced the addition of Perenlei Enkhbaatar, MD, PhD, FAHA as an independent member of the Company’s board of directors (the “Board of Directors”), effective immediately.

Dr. Enkhbaatar is an internationally renowned authority and leader on the biology and pathophysiology of nitric oxide and acute lung injury, and his appointment to the Board of Directors will further strengthen the Company position as a leader in the field of nitric oxide therapeutics.

Nitric oxide was named molecule of the year by Science magazine in 1992; over 130,000 peer reviewed articles have been published on the nitric oxide; and nitric oxide was the subject of a 1998 Nobel Prize in medicine.

“The addition of Dr. Enkhbaatar to the Company’s Board enhances and strengthens our focus on nitric oxide pharmaceuticals,” stated Robert Farrell, President and CEO. “We previously announced the addition of Dr. Salvatore Cuzzocrea to our Board. Both Dr. Enkhbaatar and Dr. Cuzzocrea are internationally renowned authorities and leaders on the biology and pathophysiology of nitric oxide. Drs. Enkhbaatar and Cuzzocrea will help guide the Company’s development of R-107, our proprietary nitric oxide-releasing compound that is being developed as a treatment for coronavirus, COVID-19, and other viral infections. Dr. Enkhbaatar will be a strong strategic resource for Claritas, and we look forward to the contributions he will make.”

Nitric oxide is part of the body’s natural defense system against viral infections. However, a viral infection can spread more rapidly than the body can produce nitric oxide to combat the infection. Claritas is developing R-107 to supplement the body’s natural production of nitric oxide. Following administration orally as a capsule, or nasally through use of a nasal spray, or by injection, R-107 releases nitric oxide systemically throughout the body.

The importance of R-107 for the treatment of, and possibly also the prevention of, COVID-19 cannot be overstated. Unlike vaccines, that may lose effectiveness as the virus mutates, nitric oxide-releasing R-107 is expected to be a universal therapy against all COVID-19 strains, including those that are vaccine-resistant.

Dr. Enkhbaatar currently serves as the Charles Robert Allen Professor and the Director of the Translational Intensive Care Unit in the Department of Anesthesiology at the University of Texas Galveston Medical Branch.

Following his medical training at the University of Saint Petersburg in Russia, Dr. Enkhbaatar served as a Senior Lieutenant physician in the Mongolian Army. He went on to receive his Ph.D. at Kumamoto University Graduate School of Medical Sciences in Japan. He then undertook his post-doctoral training in the Department of Anesthesiology, University of Texas Medical Branch in Galveston, Texas, under the mentorship of the late Professor Daniel Traber, the foremost authority over the last fifty years on the pathophysiology of acute lung injury. Upon Dr. Traber’s death, Dr. Enkhbaatar assumed the leadership of the research unit in Galveston and has further expanded its research prominence in the development of effective therapeutic approaches with special emphasis on tissue regeneration and stem cell biology.

For the past 25 years, Dr. Enkhbaatar has played a leading role in the elucidation of basic mechanisms of disease in acute lung injury and acute respiratory distress syndrome secondary to pneumonia, sepsis, toxic gas inhalation, and thermal injury associated with smoke inhalation. He has been at the forefront of pioneering therapeutic approaches to counter reactive oxidative and nitrosative stress. In recognition of these advances in the medical science of acute lung injury, Dr. Enkhbaatar has been awarded numerous federal grants, including funding from the National Institutes of Health, the American Heart Association, the Department of Defense, Shriners of North America, and the Office of Naval Research. His research advances have been presented at international conferences and in the publication of more than three hundred abstracts, one hundred and fifty-four original manuscripts in leading peer-reviewed journals, and twelve book chapters.

In recognition of his contributions to the field of cytokine storm induced acute lung injury, Dr. Enkhbaatar has been selected to serve on the Editorial Boards of leading journals in the fields of trauma and acute lung injury, including Critical Care MedicineShock, and Burn & Trauma, and has been invited to join numerous professional societies, including the Society of Critical Care Medicine, the American Burn Association, the Shock Society, the American Thoracic Society, the American Physiological Society, the American Heart Association, the Surgical Infection Society, and the Royal Society of Medicine.

Dr. Enkhbaatar brings expert knowledge of R-107 to Claritas, having carried out clinically relevant large animal studies showing its treatment benefit in experimental models of bacterial pneumonia, smoke inhalation and burn injury, and chlorine inhalational lung injury. As a world authority on the biological mechanisms of pulmonary damage in cytokine-storm induced acute lung injury, Dr. Enkhbaatar is ideally positioned to appreciate the underlying pathophysiology of COVID-19 disease and to guide potential therapeutic approaches based on the provision of nitric oxide via the clinical administration of R-107.

Professor Salvatore Cuzzocrea, a member of the Company’s Board of Directors, President of the University of Messina and former President of the European Shock Society, has read and approved the scientific disclosure in this news release. Professor Cuzzocrea has deep expertise regarding the medical use of nitric oxide and nitric oxide donors, and has published more than 600 papers on nitric oxide. He has conducted research and experiments with nitric oxide and nitric oxide donors since 1994, and worked closely as an advisor with the Salzman Group team that designed and invented R-107.

The Company is not making any express or implied claims that its product has the ability to eliminate, cure, or contain the Covid-19 (or SARS-2 Coronavirus) at this time.

About Claritas Pharmaceuticals

Claritas Pharmaceuticals, Inc. is a clinical stage biopharmaceutical company focused on developing and commercializing therapies for patients with significant unmet medical needs. Claritas focuses on areas of unmet medical need, and leverages its expertise to find solutions that will improve health outcomes and dramatically improve people’s lives.


Cautionary Statements


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 press release may contain certain forward-looking information and statements (“forward-looking information”) within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including without limitation in respect of its product candidate pipeline, planned clinical trials, regulatory approval prospects, intellectual property objectives, and other statements containing the words “believes”, “anticipates”, “plans”, “intends”, “will”, “should”, “expects”, “continue”, “estimate”, “forecasts” and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the ris
k that future clinical studies may not proceed as expected or may produce unfavorable results. Claritas
undertakes no obligation to comment on analyses, expectations or statements made by third parties, its securities, or financial or operating results (as applicable). Although Claritas believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond Claritas’ control. The forward-looking information contained in this press release is expressly qualified by this cautionary statement and is made as of the date hereof. Claritas disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. 

Contact Information

Robert Farrell
President, CEO
(888) 861-2008
[email protected]