Iovance Biotherapeutics Appoints Igor Bilinsky as Chief Operating Officer

SAN CARLOS, Calif., March 15, 2021 (GLOBE NEWSWIRE) — Iovance Biotherapeutics, Inc. (NASDAQ: IOVA), a late-stage biotechnology company developing novel T cell-based cancer immunotherapies, today announced the appointment of Igor Bilinsky, Ph.D., as Chief Operating Officer, effective today. Dr. Bilinsky brings more than 20 years of biotechnology industry experience as a senior executive and consultant, including public companies.

“I am pleased to welcome Igor to Iovance and look forward to his contributions while we advance our TIL cell therapy pipeline,” stated Maria Fardis, Ph.D., President and Chief Executive Officer of Iovance Biotherapeutics. “Through his experience in several senior leadership roles across multiple functional areas, Igor has led multiple teams across different companies, including internal manufacturing, and created significant shareholder value. These capabilities are important to Iovance in furthering our leadership in TIL cell therapy development, manufacturing and potential commercialization.”

Dr. Bilinsky has more than 20 years of cumulative leadership experience through prior roles as Chief Executive Officer, Chief Operating Officer, and Chief Business Officer at companies within the life sciences industry. Most recently he served as Chief Business Officer of Oncternal Therapeutics, where he was integral in building the publicly traded oncology company. Previously, Dr. Bilinsky served as Chief Operating Officer of AmpliPhi Biosciences, and as General Manager and Senior Vice President at IGNYTA (now part of Roche). His prior experience also includes senior executive roles at Vical and Halozyme Therapeutics, and Chief Executive Officer at Androclus Therapeutics. He also served as a principal in the healthcare practice of Boston Consulting Group. Dr. Bilinsky received his B.S. in physics from the Moscow Institute of Physics and Technology and his Ph.D. in physics from the Massachusetts Institute of Technology.

“I am very happy to join Iovance to help build the pipeline for patients with cancer and spearhead the transition to internal manufacturing and potential commercialization,” said Dr. Bilinsky. “I believe TIL cell therapy has the potential to address broad cancer populations in multiple indications and at various stages of disease. I look forward to applying my skillset across corporate operations to help continue development of TIL therapy toward commercialization.”

About Iovance Biotherapeutics, Inc.

Iovance Biotherapeutics aims to improve patient care by making T cell-based immunotherapies broadly accessible for the treatment of patients with solid tumors and blood cancers. Tumor infiltrating lymphocyte (TIL) therapy uses a patient’s own immune cells to attack cancer. TIL cells are extracted from a patient’s own tumor tissue, expanded through a proprietary process, and infused back into the patient. Upon infusion, TIL reach tumor tissue, where they attack cancer cells. The company has completed dosing in pivotal programs in patients with metastatic melanoma and cervical cancer. In addition, the company’s TIL therapy is being investigated in a registration-supporting study for the treatment of patients with locally advanced, recurrent or metastatic non-small cell lung cancer. Clinical studies are also underway to evaluate TIL in earlier stage cancers in combination with currently approved treatments, and to investigate Iovance peripheral blood lymphocyte (PBL) T cell therapy for blood cancers. For more information, please visit www.iovance.com.

Forward-Looking Statements

Certain matters discussed in this press release are “forward-looking statements” of Iovance Biotherapeutics, Inc. (hereinafter referred to as the “Company,” “we,” “us,” or “our”) within the meaning of the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). All such written or oral statements made in this press release, other than statements of historical fact, are forward-looking statements and are intended to be covered by the safe harbor for forward-looking statements provided by the PSLRA. Without limiting the foregoing, we may, in some cases, use terms such as “predicts,” “believes,” “potential,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “forecast,” “guidance,” “outlook,” “may,” “could,” “might,” “will,” “should” or other words that convey uncertainty of future events or outcomes and are intended to identify forward-looking statements. Forward-looking statements are based on assumptions and assessments made in light of management’s experience and perception of historical trends, current conditions, expected future developments and other factors believed to be appropriate. Forward-looking statements in this press release are made as of the date of this press release, and we undertake no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, many of which are outside of our control, that may cause actual results, levels of activity, performance, achievements and developments to be materially different from those expressed in or implied by these forward-looking statements. Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in the sections titled “Risk Factors“ in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, and include, but are not limited to, the following substantial known and unknown risks and uncertainties inherent in our business: the effects of the COVID-19 pandemic; risks related to the timing of and our ability to successfully develop, submit, obtain and maintain U.S. Food and Drug Administration (“FDA”) or other regulatory authority approval of, or other action with respect to, our product candidates, and our ability to successfully commercialize any product candidates for which we obtain FDA approval; preliminary and interim clinical results, which may include efficacy and safety results, from ongoing clinical trials may not be reflected in the final analyses of our ongoing clinical trials or subgroups within these trials; the risk that enrollment may need to be adjusted for our trials and cohorts within those trials based on FDA and other regulatory agency input; the new version of the protocol which further defines the patient population to include more advanced patients in our cervical cancer trial may have an adverse effect on the results reported to date; the risk that we may be required to conduct additional clinical trials or modify ongoing or future clinical trials based on feedback from the FDA or other regulatory authorities; the risk that our interpretation of the results of our clinical trials or communications with the FDA may differ from the interpretation of such results or communications by the FDA; the acceptance by the market of our product candidates and their potential reimbursement by payors, if approved; our ability or inability to manufacture our therapies using third party manufacturers or our own facility may adversely affect our potential commercial launch; the results of clinical trials with collaborators using different manufacturing processes may not be reflected in our sponsored trials; the risk that unanticipated expenses may decrease our estimated cash balances and increase our estimated capital requirements; and other factors, including general economic conditions and regulatory developments, not within our control.

CONTACTS

Iovance Biotherapeutics, Inc:
Sara Pellegrino, IRC
Vice President, Investor Relations & Public Relations
650-260-7120 ext. 264
[email protected]

Solebury Trout:

Chad Rubin (investors)
646-378-2947
[email protected]

Zara Lockshin (media)
646.378.2960
[email protected]



McGrath RentCorp to Present at the Sidoti & Company, LLC Spring 2021 Virtual Conference

McGrath RentCorp to Present at the Sidoti & Company, LLC Spring 2021 Virtual Conference

LIVERMORE, Calif.–(BUSINESS WIRE)–
McGrath RentCorp (Nasdaq:MGRC), a diversified business-to-business rental company, today announced that it will participate in the Sidoti & Company, LLC Spring 2021 Virtual Conference Thursday, March 25th. The Company will be presenting at 1:00 p.m. ET.

A simultaneous webcast and presentation slides will be available in the Investor Relations section of the Company’s website at https://investors.mgrc.com/events-and-presentations. A replay will be available for approximately 90 days on the company’s website shortly after completion of the presentation.

ABOUT MCGRATH RENTCORP

Founded in 1979, McGrath RentCorp (Nasdaq: MGRC) is a diversified business-to-business rental company providing modular buildings, electronic test equipment, portable storage and tank containment solutions across the United States and other select North American regions. The Company’s rental operations consist of four divisions: Mobile Modular rents and sells modular buildings to fulfill customers’ temporary and permanent classroom and office space needs; TRS-RenTelco rents and sells electronic test equipment; Adler Tank Rentals rents and sells containment solutions for hazardous and nonhazardous liquids and solids; and Mobile Modular Portable Storage provides portable storage rental solutions. For more information on McGrath RentCorp and its operating units, please visit our websites:

Corporate – www.mgrc.com

Modular Buildings – www.mobilemodular.com

Electronic Test Equipment – www.trsrentelco.com

Tanks and Boxes – www.adlertankrentals.com

Portable Storage – www.mobilemodularcontainers.com

School Facilities Manufacturing – www.enviroplex.com

Keith E. Pratt

EVP & Chief Financial Officer

925-606-9200

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Engineering Other Construction & Property Manufacturing Construction & Property Building Systems Other Manufacturing

MEDIA:

Logo
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Bank OZK Receives Approval for Clean Solar Energy Initiative

LITTLE ROCK, Ark., March 15, 2021 (GLOBE NEWSWIRE) — Bank OZK (Nasdaq: OZK) (the “Bank”) announced it has received approval from the Arkansas Public Service Commission (“APSC”) and the Federal Deposit Insurance Corporation (“FDIC”) to construct a solar power plant. The solar plant will be the third-largest commercial solar facility dedicated to a private sector customer in the State of Arkansas, and it is expected to have generating capacity of 4.8-megawatts DC of electricity.

The APSC approval sets in motion the Bank’s $6 million sustainable energy initiative to produce enough renewable energy to power the Bank’s recently completed corporate headquarters in Little Rock and up to 40 more Bank offices in Arkansas. The Bank will soon finalize the purchase of the site for the solar power plant and begin construction.

“This is the largest investment in renewable energy by an Arkansas-based financial services company,” said Tim Hicks, Chief Credit and Administrative Officer at Bank OZK. “We are pleased to play a leading role investing in sustainable and clean energy, which will provide stable electrical power at a predictable price well into the foreseeable future.”

Scenic Hill Solar, LLC, of North Little Rock, Arkansas, will develop and oversee construction of the solar power plant for the Bank, which will include over 11,000 solar panels on a single-axis tracking system. Over the course of a year, the facility is expected to generate more than 8.1 million kilowatt-hours of electricity, enough to provide the electricity equivalent for over 1,000 homes for 12 months.

“The solar plant reflects our strong commitment to environmental responsibility,” said Hicks. “We expect to reduce our carbon footprint by about 160,000 tons of carbon dioxide over the next 30 years.”


GENERAL INFORMATION


Bank OZK (Nasdaq: OZK) is a regional bank providing innovative financial solutions delivered by expert bankers with a relentless pursuit of excellence. Established in 1903, Bank OZK conducts banking operations through more than 250 offices in eight states including Arkansas, Georgia, Florida, North Carolina, Texas, New York, California and Mississippi and had $27.16 billion in total assets as of December 31, 2020. Bank OZK can be found at www.ozk.com and on Facebook, Twitter and LinkedIn or contacted at (501) 978-2265 or P.O. Box 8811, Little Rock, Arkansas 72231-8811.

The Bank files annual, quarterly and current reports, proxy materials, and other information required by the Securities Exchange Act of 1934 with the Federal Deposit Insurance Corporation (“FDIC”), copies of which are available electronically at the FDIC’s website at https://efr.fdic.gov/fcxweb/efr/index.html and are also available on the Bank’s investor relations website at ir.ozk.com. To receive automated email alerts for these materials please visit https://ir.ozk.com/other/email-notification/default.aspx to sign up.

Investor Relations Contact: Tim Hicks, (501) 978-2336
Media Contact: Susan Blair, (501) 978-2217

A photo accompanying this announcement is available at: https://www.globenewswire.com/NewsRoom/AttachmentNg/d4c94901-e94b-4eb4-819a-fb471a9d57bc



NV5 Announces Closing of Underwritten Public Offering of Common Stock

HOLLYWOOD, Fla., March 15, 2021 (GLOBE NEWSWIRE) — NV5 Global, Inc. (the “Company” or “NV5”) (Nasdaq: NVEE), a provider of compliance, technology, and engineering consulting solutions, today announced the closing of an underwritten public offering of 1,612,903 shares of its common stock at a price of $ 93.00 per share per share. After the underwriting discount and estimated offering expenses payable by the Company, NV5 received net proceeds of approximately $141 million. NV5 has also granted the underwriters a 30-day option to purchase 241,935 additional shares of its common stock at the public offering price.

BofA Securities, Roth Capital Partners, Morgan Stanley, and Baird acted as joint book-running managers for the offering. CJS Securities, Inc., Lake Street Capital Markets, LLC, Maxim Group LLC and Sidoti & Company, LLC are acting as co-managers for the offering.

The Company intends to use the net proceeds of the offering for general corporate purposes, which may include possible acquisitions, the expansion of its business, providing working capital, and reducing debt.

The shares described above were offered by NV5 pursuant to an effective registration statement previously filed with the Securities and Exchange Commission (“SEC”). An electronic prospectus supplement relating to the offering was filed with the SEC and is available on the SEC’s website at http://www.sec.gov.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, 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. Copies of the prospectus supplement and accompanying base prospectus relating to this offering may be obtained from BofA Securities, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, or by email at dg.prospectus–[email protected]; from Roth Capital Partners, LLC, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, (800) 678-9147; from Robert W. Baird & Co. Incorporated, Attention: Syndicate Department, 777 East Wisconsin Avenue, Milwaukee, WI 53202; from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; or by accessing the SEC’s website, http://www.sec.gov.

About NV5

NV5 Global, Inc. (NASDAQ: NVEE) is a provider of compliance, technology, and engineering consulting solutions for public and private sector clients supporting infrastructure, utility, and building assets and systems. The Company primarily focuses on six business verticals: testing, inspection & consulting, infrastructure support services, utility services, buildings & program management, environmental health sciences, and geospatial technology services. NV5 operates out of more than 100 offices nationwide and abroad. For additional information, please visit the Company’s website at www.NV5.com. Also visit the Company on Twitter, LinkedIn, Facebook, and Vimeo.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. The Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements contained in this news release. Such factors include: (a) changes in demand from the local and state government and private clients that we serve; (b) general economic conditions, nationally and globally, and their effect on the market for our services; (c) competitive pressures and trends in our industry and our ability to successfully compete with our competitors; (d) changes in laws, regulations, or policies; and (e) the “Risk Factors” set forth in the Company’s most recent SEC filings. All forward-looking statements are based on information available to the Company on the date hereof, and the Company assumes no obligation to update such statements, except as required by law.

Investor Relations Contact

NV5 Global, Inc.
Jack Cochran
Vice President, Marketing & Investor Relations
Tel: +1-954-637-8048
Email: [email protected]

Source: NV5 Global, Inc.



Rapid7 Announces Proposed Private Offering of $500 Million of Convertible Senior Notes

BOSTON, March 15, 2021 (GLOBE NEWSWIRE) — Rapid7, Inc. (“Rapid7”) (Nasdaq: RPD) today announced that it intends to offer, subject to market conditions and other factors, $500 million aggregate principal amount of convertible senior notes due 2027 (the “notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Rapid7 also intends to grant the initial purchasers of the notes an option to purchase up to an additional $75 million aggregate principal amount of notes.

The notes will be general unsecured obligations of Rapid7 and will accrue interest payable semiannually in arrears. The notes will be convertible into cash, shares of Rapid7’s common stock or a combination of cash and shares of Rapid7’s common stock, at Rapid7’s election. The interest rate, initial conversion rate and other terms of the notes will be determined at the time of pricing of the offering.

Rapid7 expects to use a portion of the net proceeds from the offering of the notes to repurchase for a combination of cash and shares of its common stock a portion of its outstanding 1.25% Convertible Senior Notes due 2023 (the “2023 notes”) in privately negotiated transactions to be entered into concurrently with the pricing of the notes and to pay the cost of the capped call transactions described below. The terms of any repurchases of the 2023 notes will depend on factors, including the market price of Rapid7’s common stock and the trading price of the 2023 notes at the time of such repurchases.

Rapid7 expects to use the remainder of the net proceeds for general corporate purposes, which may include continued investment in its sales and marketing efforts, product development, general and administrative matters, and working capital. One of Rapid7’s primary growth strategies continues to be to pursue opportunities to acquire businesses or pursue strategic investments in complementary businesses or technologies or for geographic expansion, and at any time, including as of the date of this offering, Rapid7 is engaged in active discussions regarding such acquisition opportunities. Although Rapid7 has not entered into definitive agreements or commitments with respect to any material acquisitions at this time, if any such transactions are consummated it may use a portion of the proceeds from this offering to fund the purchase price thereof.

In connection with any repurchase of the 2023 notes, Rapid7 expects that holders of the outstanding 2023 notes that have hedged their equity price risk with respect to the 2023 notes (the “hedged holders”) will, concurrently with the pricing of the notes, unwind their hedge positions by buying Rapid7’s common stock and/or entering into or unwinding various derivative transactions with respect to Rapid7’s common stock. The amount of Rapid7’s common stock to be purchased by the hedged holders may be substantial in relation to the historic average daily trading volume of its common stock. This activity by the hedged holders may increase the effective conversion price of the notes.

In connection with the pricing of the notes, Rapid7 expects to enter into capped call transactions with one or more of the initial purchasers and/or their respective affiliates or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to customary adjustments, the number of shares of Rapid7’s common stock that initially underlie the notes. The capped call transactions are expected to offset the potential dilution to Rapid7’s common stock as a result of any conversion of notes, with such offset subject to a cap. If the initial purchasers exercise their option to purchase additional notes, Rapid7 expects to enter into additional capped call transactions with the option counterparties.

In connection with establishing their initial hedges of the capped call transactions, Rapid7 has been advised that the option counterparties and/or their respective affiliates expect to enter into various derivative transactions with respect to Rapid7’s common stock concurrently with or shortly after the pricing of the notes and/or purchase shares of Rapid7’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Rapid7’s common stock or the notes at that time.

In addition, the option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Rapid7’s common stock and/or purchasing or selling Rapid7’s common stock or other securities of Rapid7 in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so on each exercise date of the capped call transactions, which are expected to occur during the 40 trading day period beginning on the 41st scheduled trading day prior to the maturity date of the notes, or following any termination of any portion of the capped call transactions in connection with any repurchase, redemption or early conversion of the notes). This activity could also cause or avoid an increase or a decrease in the market price of Rapid7’s common stock or the notes, and to the extent the activity occurs during any observation period related to a conversion of notes, which could affect a noteholder’s ability to convert its notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the amount and value of the consideration that a noteholder will receive upon conversion of such notes.  

Neither the notes, nor any shares of Rapid7’s common stock issuable upon conversion of the notes, have been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Rapid7

Rapid7 (Nasdaq: RPD) is advancing security with visibility, analytics, and automation delivered through our Insight Platform. Rapid7’s solutions simplify the complex, allowing security teams to work more effectively with IT and development to reduce vulnerabilities, monitor for malicious behavior, investigate and shut down attacks, and automate routine tasks. Over 8,700 customers rely on Rapid7 technology, services, and research to improve security outcomes and securely advance their organizations.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of federal securities laws, including statements concerning the proposed terms of the notes, the capped call transactions, the repurchases of the 2023 notes transactions, the completion, timing and size of the proposed offering and capped call transactions, the potential dilution to Rapid7’s common stock and the anticipated use of net proceeds from the offering. These forward-looking statements include all statements contained in this press release that are not historical facts and such statements are, in some cases, identified by words such as “anticipate,” “could,” “expect,” “intend,” “may,” “plan,” “will,” “would” or the negative or plural of these words or similar expressions or variations. These forward-looking statements are based on the information currently available to Rapid7 and on assumptions Rapid7 has made. Actual results may differ materially from those described in the forward-looking statements and are subject to a variety of assumptions, uncertainties, risks and factors that are beyond Rapid7’s control including, without limitation: market risks, trends and conditions; and those risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in Rapid7’s Securities and Exchange Commission filings and reports, including Rapid7’s Annual Report on Form 10-K filed on February 26, 2021, as well as future filings and reports by Rapid7. Except as required by law, Rapid7 undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations or otherwise.

Contacts:

Rapid7 Investor Relations

Sunil Shah
Vice President, Investor Relations
+1-857-990-4074
[email protected]

Rapid7 Media Relations

Caitlin Doherty
Public Relations Manager
+1-857-990-4240
[email protected]



Maiden Holdings, Ltd. Releases Fourth Quarter 2020 Earnings

Maiden Holdings, Ltd. Releases Fourth Quarter 2020 Earnings

PEMBROKE, Bermuda–(BUSINESS WIRE)–
Maiden Holdings, Ltd. (NASDAQ:MHLD) has released its fourth quarter 2020 financial results via its investor relations website at https://www.maiden.bm/investor_relations.

About Maiden Holdings, Ltd.

Maiden Holdings is a Bermuda-based holding company formed in 2007. Maiden creates shareholder value by actively managing and allocating our assets and capital, including through ownership and management of businesses and assets mostly in the insurance and related financial services industries where we can leverage our deep knowledge of those markets. Maiden also provides a full range of legacy services to small insurance companies, particularly those in run-off or with blocks of reserves that are no longer core, working with clients to develop and implement finality solutions including acquiring entire companies.

Sard Verbinnen & Co.

[email protected]

KEYWORDS: Bermuda Caribbean

INDUSTRY KEYWORDS: Professional Services Insurance Finance

MEDIA:

Collective Growth Corporation Announces March 31, 2021 Special Meeting to Approve Business Combination with Innoviz Technologies Ltd.

AUSTIN, March 15, 2021 (GLOBE NEWSWIRE) — Collective Growth Corporation (NASDAQ: CGRO) (“Collective Growth”) today announced that the Special Meeting of Stockholders of Collective Growth (the “Special Meeting”) to approve the pending business combination between Collective Growth and Innoviz Technologies Ltd.  (“Innoviz”) is scheduled to be held on Wednesday, March 31, 2021, at 9:00 a.m., Eastern time. The Special Meeting will be completely virtual and conducted via live webcast. Holders of Collective Growth’s shares of Class A Common Stock and Class B Common Stock at the close of business on the record date of March 4, 2021 are entitled to notice of the virtual Special Meeting and to vote at the virtual Special Meeting. Following the proposed business combination, Innoviz, a technology leader of high-performance, solid-state LiDAR sensors and perception software, is expected to be listed on NASDAQ under the ticker symbol (“INVZ”).

Collective Growth’s  definitive proxy statement (the “Proxy Statement”) was included in the Registration Statement filed by Innoviz with the U.S. Securities and Exchange Commission (the “SEC”) on Form F-4 (the “Registration Statement”). The Proxy Statement is available at www.sec.gov. Collective Growth stockholders are encouraged to read the proxy materials, including, among other things, the reasons for Collective Growth’s Board of Directors’ unanimous recommendation that stockholders vote “FOR” the business combination and the other stockholder proposals set forth in the proxy materials as well as the background of the process that led to the pending business combination with Innoviz.

Whether or not you plan to attend the virtual Special Meeting in person and regardless of the number of shares you may own, we urge you to vote FOR ALL proposals.

Collective Growth stockholders who need assistance voting or have questions regarding the Special Meeting may contact Collective Growth’s proxy solicitor, D.F. King & Co., Inc., by telephone at (800) 515-4479 or by email [email protected].

About Collective Growth Corporation

Collective Growth Corporation is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities. For more information, visit www.collectivegrowthcorp.com.

About Innoviz Technologies

Innoviz is a leading manufacturer of high-performance, solid-state LiDAR sensors and perception software that enable the mass production of autonomous vehicles. Innoviz’s offerings include InnovizOne, an automotive-grade, mass-producible LiDAR sensor, InnovizTwo, next generation high-performance automotive-grade LiDAR sensor, and Innoviz’s perception software, designed to complement its hardware offerings with advanced AI and machine learning-based classification, detection and tracking features. Innoviz is backed by top-tier strategic partners and investors, including SoftBank Ventures Asia, Samsung, Magna International, Aptiv, Magma Venture Partners, Vertex Ventures, 360 Capital Partners, Harel Insurance Investments and Financial Services, Phoenix Insurance Company and others.  For more information, visit www.innoviz.tech.

Forward Looking Statements

This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Innoviz and Collective Growth, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the services offered by Innoviz and the markets in which it operates, and Innoviz’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of Collective Growth’s securities, (ii) the risk that the transaction may not be completed by Collective Growth’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Collective Growth, (iii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the business combination agreement by the shareholders of Collective Growth and Innoviz, the satisfaction of the minimum trust account amount following redemptions by Collective Growth’s public shareholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the proposed transaction, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement, (vi) the effect of the announcement or pendency of the transaction on Innoviz’s business relationships, performance, and business generally, (vii) risks that the proposed transaction disrupts current plans of Innoviz and potential difficulties in Innoviz employee retention as a result of the proposed transaction, (viii) the outcome of any legal proceedings that may be instituted against Innoviz or against Collective Growth related to the business combination agreement or the proposed transaction, (ix) the ability of Innoviz to list its ordinary shares on the Nasdaq, (x) the price of Innoviz’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Innoviz plans to operate, variations in performance across competitors, changes in laws and regulations affecting Innoviz’s business and changes in the combined capital structure, and (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed transaction, and identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Proxy Statement as well as Collective Growth’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other documents filed by Collective Growth from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Innoviz and Collective Growth assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Innoviz nor Collective Growth gives any assurance that either Innoviz or Collective Growth will achieve its expectations.

This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering in an investment in Innoviz or Collective Growth and is not intended to form the basis of an investment decision in either company. All subsequent written and oral forward-looking statements concerning Innoviz and Collective Growth, the proposed transactions or other matters and attributable to Innoviz and Collective Growth or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

Additional Information and Where to Find It

This communication is being made in respect of the proposed merger transaction involving Collective Growth and Innoviz. Innoviz filed the Registration Statement with the SEC, which includes Collective Growth’s Proxy Statement, and certain related documents, to be used at the meeting of Collective Growth stockholders to approve the proposed business combination and related matters. INVESTORS AND SECURITY HOLDERS OF COLLECTIVE GROWTH ARE URGED TO READ THE PROXY STATEMENT, AND ANY AMENDMENTS THERETO AND OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT INNOVIZ, COLLECTIVE GROWTH AND THE BUSINESS COMBINATION. The Proxy Statement has been mailed to stockholders of Collective Growth as of March 4, 2021. Investors and security holders will also be able to obtain copies of the Registration Statement and other documents containing important information about each of the companies once such documents are filed with the SEC, without charge, at the SEC’s web site at www.sec.gov.  In addition, the documents filed by Collective Growth may be obtained free of charge from Collective Growth’s website at www.collectivegrowthcorp.com or by written request to Collective Growth at Collective Growth Corporation, 1805 West Avenue, Austin, TX 78701 and the documents filed by Innoviz may be obtained free of charge from Innoviz’s website at www.innoviz.tech or by written request to Innoviz at Innoviz Technologies Ltd., 2 Amal Street, Rosh HaAin, 4809202, Israel.

Participants in Solicitation

Collective Growth and Innoviz and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Collective Growth’s stockholders in connection with the proposed transaction. Information about Collective Growth’s directors and executive officers and their ownership of Collective Growth’s securities is set forth in Collective Growth’s filings with the SEC, including the Proxy Statement and Collective Growth’s final prospectus filed with the SEC on May 1, 2020. You may obtain a free copy of these documents as described in the preceding paragraph.
   
Investor Contact:
D.F. King & Co., Inc.
Geoffrey Weinberg / Krystal Scrudato
(800) 515-4479
(Banks and Brokers: (212) 269-5550)
[email protected] 



PAR Technology Corporation Announces Fourth Quarter and Full Year 2020 Results

PAR Technology Corporation Announces Fourth Quarter and Full Year 2020 Results

  • New Brink Bookings in Q4 = 1,525 a 67% YoY increase from Q4 ‘19
  • Total Company Revenues increased 10.6% vs. Q4 ‘19

NEW HARTFORD, N.Y.–(BUSINESS WIRE)–
PAR Technology Corporation (NYSE: PAR) (“PAR Technology” or the “Company”) today announced its results for its fourth quarter and for the year ended December 31, 2020.

Summary of Fiscal 2020 Fourth Quarter

  • Revenues were $58.5 million for the fourth quarter of 2020, compared to $52.9 million for the same period in 2019, a 10.6% increase.
  • GAAP net loss for the fourth quarter of 2020 was $13.0 million, or $0.60 loss per share, compared to a GAAP net loss of $5.8 million, or $0.35 loss per share reported for the same period in 2019.
  • Non-GAAP net loss for the fourth quarter of 2020 was $8.0 million, or $0.37 loss per share, compared to non-GAAP net loss of $3.8 million, or $0.23 loss per share, for the same period in 2019.

Summary of Year-to-Date Financial Results

  • Revenues were $213.8 million for the year ended December 31, 2020, compared to $187.2 million for the same period in 2019, a 14.2% increase.
  • GAAP net loss for the year ended December 31, 2020 was $36.6 million, or $1.92 loss per share, compared to a GAAP net loss of $15.6 million, or $0.96 loss per share, reported for the same period in 2019.
  • Non-GAAP net loss for the year ended December 31, 2020 was $20.0 million, or $1.05 loss per share, compared to non-GAAP net loss of $10.8 million, or $0.67 loss per share, for the same period in 2019.

A reconciliation and description of non-GAAP financial measures to corresponding GAAP financial measures is included in the tables at the end of this press release.

Savneet Singh, PAR Technology CEO & President commented on the quarter, “Q4 was the strongest bookings quarter in Brink history, continuing the acceleration we saw in Q3 and totaling 1,525. The strong pace of bookings were ahead of our internal expectations, and we installed 885 new Brink sites in Q4 ’20, a 42% increase from Q4 ’19. Strategically, our pipeline of newly signed customers is higher than it has ever been and I am looking forward to sharing additional details on these wins with you when appropriate.”

Mr. Singh continued, “Throughout 2020, we sustained our revenue growth, while maintaining a strong focus on investment, all the while managing the impact of the pandemic. We accelerated our investments in people, internal product development, customer service and more recently, sales. These important investments are necessary to build upon our compelling competitive advantages in enterprise restaurants. These initiatives reflect our commitment to aggressively pursue the substantial market opportunities ahead for our Company and the strong desire we have to ensure we are positioned to win. I am proud of our team’s execution and I am energized by the opportunities in front of us as a Company.”

Highlights of Brink Product Line – Fourth Quarter 2020:

  • Brink ARR at end of Q4 ’20 totaled $24.7 million – an increase of $5.5 million, 29% from end of Q4 ’19
  • New store activations in Q4 ’20 totaled 885 sites
  • Brink bookings in Q4 ‘20 totaled 1,525 sites
  • Brink backlog totaled 2,546 sites at the end of Q4 ’20
  • Active Brink sites as of December 31st total 11,722 restaurants

Highlights of Restaurant Magic Product Line – Fourth Quarter 2020:

  • Restaurant Magic ARR at end of Q4 ’20 totaled $8.8 million
  • New store activations in Q4 ’20 totaled 406 sites
  • Restaurant Magic bookings in Q4 ’20 totaled 146 sites
  • Active Restaurant Magic sites as of December 31st total 5,892 restaurants

Conference Call.

There will be a conference call at 4:30 p.m. (Eastern) on March 15, 2021, during which the Company’s management will discuss the financial results for the fourth quarter and year ended December 31, 2020. To participate in the call, please call 844-419-5412, approximately 10 minutes in advance. No passcode is required to participate in the live call or to listen to the replay version. Investors will have the opportunity to listen to the conference call/event over the internet by visiting the Company’s website at https://www.partech.com/about-us/investor-relations/. Alternatively, listeners may access an archived version of the presentation call after 7:30 p.m. on March 15, 2021 through March 22, 2021 by dialing 855-859-2056 and using conference ID 2996764.

About PAR Technology Corporation.

PAR Technology Corporation through its wholly owned subsidiary ParTech, Inc., is a customer success-driven, global restaurant and retail technology company with over 100,000 restaurants in more than 110 countries using its point of sale hardware and software. ParTech’s Brink POS® integration ecosystem enables quick service, fast casual and table service restaurants to improve their operational efficiency by combining its cloud-based POS software with the world’s leading restaurant technology platforms. PAR Technology’s Government segment is a leader in providing computer-based system design, engineering and technical services to the Department of Defense and various other federal agencies. PAR Technology’s stock is traded on the New York Stock Exchange under the symbol PAR. For more information, visit www.partech.com or connect with PAR Technology on Facebook or Twitter.

Forward-Looking Statements.

This press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, Section 27A of the Securities Act of 1933, as amended, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical in nature, but rather are predictive of our future operations, financial condition, business strategies and prospects. Forward-looking statements are generally identified by words such as “anticipate,” “believe,” “belief,” “continue,” “could,” “expect,” “estimate,” “intend,” “may,” “opportunity,” “plan,” “should,” “will,” “would,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause our actual results to differ materially from those expressed in or implied by forward-looking statements contained in this press release, including forward-looking statements relating to our expectations regarding the impact of the COVID-19 pandemic on our business, operations, financial condition, and financial results. Factors that could cause our actual results to differ materially from those expressed in or implied by forward-looking statements contained in this press release, include but are not limited to, those described in our filings with the Securities and Exchange Commission.

 

PAR TECHNOLOGY CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except share and per share amounts)

 

Assets

December 31, 2020

 

December 31, 2019

Current assets:

 

 

 

Cash and cash equivalents

$

180,686

 

 

$

28,036

 

Accounts receivable – net

42,980

 

 

41,774

 

Inventories – net

21,638

 

 

19,326

 

Other current assets

3,625

 

 

4,427

 

Total current assets

248,929

 

 

93,563

 

Property, plant and equipment – net

13,856

 

 

14,351

 

Goodwill

41,214

 

 

41,386

 

Intangible assets – net

33,121

 

 

32,948

 

Lease right-of-use assets

2,569

 

 

3,017

 

Other assets

4,060

 

 

4,347

 

Total Assets

$

343,749

 

 

$

189,612

 

Liabilities and Shareholders’ Equity

 

 

 

Current liabilities:

 

 

 

Current portion of long-term debt

$

666

 

 

$

630

 

Accounts payable

12,791

 

 

16,385

 

Accrued salaries and benefits

13,190

 

 

7,769

 

Accrued expenses

2,606

 

 

3,176

 

Lease liabilities – current portion

1,200

 

 

2,060

 

Customer deposits and deferred service revenue

9,506

 

 

12,084

 

Total current liabilities

39,959

 

 

42,104

 

Lease liabilities – net of current portion

1,462

 

 

1,021

 

Deferred revenue – noncurrent

3,082

 

 

3,916

 

Long-term debt

105,844

 

 

62,414

 

Other long-term liabilities

4,997

 

 

7,310

 

Total liabilities

155,344

 

 

116,765

 

Commitments and contingencies

 

 

 

Shareholders’ Equity:

 

 

 

Preferred stock, $.02 par value, 1,000,000 shares authorized

—

 

 

—

 

Common stock, $.02 par value, 58,000,000 and 29,000,000 shares authorized; 22,982,955 and 18,360,205 shares issued, 21,917,357 and 16,629,177 outstanding at December 31, 2020 and December 31, 2019, respectively

459

 

 

367

 

Additional paid in capital

243,575

 

 

94,372

 

Accumulated deficit

(46,706)

 

 

(10,144)

 

Accumulated other comprehensive loss

(3,936)

 

 

(5,368)

 

Treasury stock, at cost, 1,065,598 and 1,731,028 shares at December 31, 2020 and December 31, 2019, respectively

(4,987)

 

 

(6,380)

 

Total shareholders’ equity

188,405

 

 

72,847

 

Total Liabilities and Shareholders’ Equity

$

343,749

 

 

$

189,612

 

PAR TECHNOLOGY CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except share and per share amounts)

 

 

Three Months Ended

December 31,

 

Year Ended

December 31,

 

2020

 

2019

 

2020

 

2019

Net revenues:

 

 

 

 

 

 

 

Product

$

21,791

 

 

$

20,180

 

 

$

73,228

 

 

$

66,329

 

Service

18,332

 

 

15,464

 

 

69,284

 

 

56,978

 

Contract

18,393

 

 

17,279

 

 

71,274

 

 

63,925

 

 

58,516

 

 

52,923

 

 

213,786

 

 

187,232

 

Costs of sales:

 

 

 

 

 

 

 

Product

18,005

 

 

16,235

 

 

58,887

 

 

51,189

 

Service

15,966

 

 

10,563

 

 

49,933

 

 

40,389

 

Contract

16,860

 

 

15,564

 

 

65,641

 

 

58,243

 

 

50,831

 

 

42,362

 

 

174,461

 

 

149,821

 

Gross margin

7,685

 

 

10,561

 

 

39,325

 

 

37,411

 

Operating expenses:

 

 

 

 

 

 

 

Selling, general and administrative

13,607

 

 

10,061

 

 

46,196

 

 

38,068

 

Research and development

5,639

 

 

4,139

 

 

19,252

 

 

13,372

 

Amortization of identifiable intangible assets

643

 

 

156

 

 

1,163

 

 

156

 

Adjustment to contingent consideration liability

(1,030)

 

 

—

 

 

(3,340)

 

 

—

 

 

18,859

 

 

14,356

 

 

63,271

 

 

51,596

 

Operating loss

(11,174)

 

 

(3,795)

 

 

(23,946)

 

 

(14,185)

 

Other income (expense) – net

1,457

 

 

(89)

 

 

808

 

 

(449)

 

Interest expense, net

(1,969)

 

 

(1,593)

 

 

(8,287)

 

 

(4,571)

 

Loss on extinguishment debt

—

 

 

—

 

 

(8,123)

 

 

—

 

Loss before benefit from income taxes

(11,686)

 

 

(5,477)

 

 

(39,548)

 

 

(19,205)

 

Benefit from (provision for) income taxes

(1,279)

 

 

(354)

 

 

2,986

 

 

3,634

 

Net loss

$

(12,965)

 

 

$

(5,831)

 

 

$

(36,562)

 

 

$

(15,571)

 

Earnings per share (basic and diluted)

$

(0.60)

 

 

$

(0.35)

 

 

$

(1.92)

 

 

$

(0.96)

 

Weighted average shares outstanding (basic and diluted)

21,610

 

 

16,570

 

 

19,014

 

 

16,223

 

PAR TECHNOLOGY CORPORATION

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL RESULTS

(Unaudited, in thousands, except per share and footnote amounts)

 

 

 

For the Three Months Ended

 

For the Three Months Ended

 

 

December 31, 2020

 

December 31, 2019

 

 

Reported basis (GAAP)

 

Adjustments

Comparable basis (Non-GAAP)

 

Reported basis (GAAP)

 

Adjustments

Comparable basis (Non-GAAP)

Net revenues

 

$

58,516

 

 

—

 

 

$

58,516

 

 

$

52,923

 

 

—

 

 

$

52,923

 

Operating loss

 

(11,174)

 

 

2,803

 

1

(8,371)

 

 

(3,795)

 

 

1,160

 

4

(2,635)

 

Loss before benefit from (provision for) income taxes

 

(11,686)

 

 

3,869

 

1, 2

(7,817)

 

 

(5,477)

 

 

2,061

 

4, 5

(3,416)

 

Net loss

 

(12,965)

 

 

5,012

 

1, 2, 3

(7,953)

 

 

(5,831)

 

 

2,061

 

4, 5, 6

(3,770)

 

Loss per diluted share

 

$

(0.60)

 

 

 

 

$

(0.37)

 

 

$

(0.35)

 

 

 

 

$

(0.23)

 

1

 

Adjustment reflects stock-based compensation expense of $1.0 million; amortization expense of acquired identifiable intangible assets of $1.5 million; inventory disposal of $1.3 million related to the acquisition of assets of 3M Company’s Drive-Thru Communications Systems business (the “3M Acquisition”); and adjustment to the fair value of contingent consideration related to the acquisition of AccSys LLC (the “Restaurant Magic Acquisition”) of $1.0 million.

2

 

Adjustment reflects non-cash accretion of interest expense and amortization of issuance costs related to the Company’s 4.5% Convertible Senior Notes due 2024 (the “2024 Notes”) and 2.875% Convertible Senior Notes due 2026 (the “2026 Notes”) of $1.1 million.

3

 

Adjustment reflects the removal of Q4 income tax expense of $1.1 million that resulted from a change to the valuation allowance on our net deferred tax assets as a result of the partial retirement of the 2024 Notes. The above adjustments are not tax-effected for income tax expense (benefit) due to the full valuation allowance on all of our net deferred tax assets.

4

 

Adjustments reflect stock-based compensation expense of $0.9 million; adjustments related to the SureCheck divestiture of $0.4 million; amortization expense of acquired identifiable intangible assets of $0.5 million; and, expenses related to the Company’s continued cooperation with the Singapore authorities in connection with the findings of the completed internal investigation undertaken by the Company related to conduct at its China and Singapore offices (the “China/Singapore Investigation”) of $0.2 million.

5

 

Adjustment reflects non-cash accretion of interest expense and amortization of issuance costs related to the 2024 Notes of $0.9 million.

6

 

The above adjustments are not tax-effected for income tax due to the Company’s full valuation allowance on all of our net deferred tax assets.

 

 

For the Year Ended

 

For the Year Ended

 

 

December 31, 2020

 

December 31, 2019

 

 

Reported basis (GAAP)

 

Adjustments

Comparable basis (Non-GAAP)

 

Reported basis (GAAP)

 

Adjustments

Comparable basis (Non-GAAP)

Net revenues

 

$

213,786

 

 

$

—

 

 

$

213,786

 

 

$

187,232

 

 

$

—

 

 

$

187,232

 

Operating loss

 

(23,946)

 

 

7,307

 

1

(16,639)

 

 

(14,185)

 

 

6,260

 

4

(7,925)

 

Loss before benefit from (provision for) income taxes

 

(39,548)

 

 

19,785

 

1, 2

(19,763)

 

 

(19,205)

 

 

8,788

 

4, 5

(10,417)

 

Net loss

 

(36,562)

 

 

16,520

 

1, 2, 3

(20,042)

 

 

(15,571)

 

 

4,723

 

4, 5, 6

(10,848)

 

Loss per diluted share

 

$

(1.92)

 

 

 

 

$

(1.05)

 

 

$

(0.96)

 

 

 

 

$

(0.67)

 

1

 

Adjustment reflects stock-based compensation expense of $4.3 million; amortization expense of acquired identifiable intangible assets of $4.6 million; inventory disposal of $1.3 million related to the 3M Acquisition; severance expense of $0.3 million; expenses related to the China/Singapore Investigation of $0.1 million; and, gain on reduction to the fair value of contingent consideration related to the Restaurant Magic Acquisition of $3.3 million.

2

 

Adjustment reflects loss on extinguishment of debt related to the repurchase of approximately $66.3 million of the 2024 Notes of $8.1 million; and, non-cash accretion of interest expense and amortization of issuance costs related to the 2024 Notes and the 2026 Notes of $4.4 million.

3

 

Adjustment reflects reduction to benefit from income tax of $3.3 million to reflect the deferred tax benefit impact of the 2026 Notes issuance and 2024 Notes partial retirement. The above adjustments are not tax-effected for income tax expense (benefit) due to the full valuation allowance on all of our net deferred tax assets.

4

 

Adjustments reflect stock-based compensation expense of $2.7 million; expenses related to the SureCheck divestiture of $1.3 million; amortization expense of identifiable intangible assets of $1.2 million; severance expense of $0.5 million; and, expenses related to the China/Singapore Investigation of $0.6 million.

5

 

Adjustment reflects non-cash accretion of interest expense and amortization of issuance costs related to the 2024 Notes of $2.5 million.

6

 

Adjustment reflects reduction to benefit from income tax of $4.1 million to reflect the deferred tax benefit impact of the 2024 Notes issuance. The above adjustments are not tax-effected for income tax due to the Company’s full valuation allowance on all of our net deferred tax assets.

About Non-GAAP Financial Measures

The Company reports its financial results in accordance with GAAP. However, non-GAAP adjusted financial measures, as set forth in the reconciliation table above, are provided because management uses these non-GAAP financial measures in evaluating the results of the Company’s continuing operations and believes this information provides investors supplemental insight into underlying business trends and operating results. These non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles and should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP. In addition, these non-GAAP financial measures should be read in conjunction with the Company’s financial statements prepared in accordance with GAAP.

The Company’s results of operations are impacted by certain non-recurring charges, including stock-based compensation, acquisition and divestiture related expenditures, expense related to the China/Singapore Investigation, and other non-recurring charges that may not be indicative of the Company’s financial performance. Management believes that adjusting its costs of sales, operating expenses, operating loss, net loss and diluted loss per share to remove non-recurring charges, provides a useful perspective with respect to the Company’s operating results and provides supplemental information to both management and investors by removing items that are difficult to predict and are often unanticipated. While we believe that these non-GAAP financial measures provide useful supplemental information to investors, there are limitations associated with the use of these non-GAAP financial measures. Non-GAAP net loss is not a measure of financial performance or liquidity under GAAP and, accordingly, should not be considered as an alternative to net loss from operations or cash flow from operating activities as indicators of operating performance or liquidity. Also, these measures may not be comparable to similarly titled captions of other companies. The above tables provide reconciliations between net loss and non-GAAP net loss.

Christopher R. Byrnes (315) 738-0600 ext. 6226

[email protected], www.partech.com

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Data Management Retail Restaurant/Bar Technology Software Hardware Food/Beverage

MEDIA:

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Smith Micro Announces Closing of Follow-on Public Offering

Smith Micro Announces Closing of Follow-on Public Offering

PITTSBURGH–(BUSINESS WIRE)–
Smith Micro Software, Inc. (the “Company” or “Smith Micro”) (NASDAQ: SMSI), a software development company that sells proven solutions to wireless carriers and cable MSOs, today announced the closing of its follow-on underwritten public offering of 9,520,787 shares of its common stock, which resulted in gross proceeds to the Company of approximately $65.2 million prior to underwriting discounts, commissions and other offering expenses. Smith Micro granted the underwriters of the offering a 30-day option to purchase up to an additional 1,428,118 shares of its common stock to cover over-allotments at the public offering price, less the underwriting discounts and commissions.

Smith Micro intends to use the net proceeds from this offering to fund a portion of the purchase price payable to Avast plc (“Avast”) pursuant to the Company’s acquisition of Avast’s Family Safety Mobile Software Business, and for general corporate purposes.

B. Riley Securities and Roth Capital Partners acted as joint book-running managers for the offering, with Lake Street Capital Markets and The Benchmark Company acting as Co-Managers. The Special Equities Group (SEG), a division of Bradley Woods & Company, acted as a Financial Advisor. Buchanan Ingersoll & Rooney PC served as legal counsel to the Company, and Sheppard, Mullin, Richter & Hampton LLP served as legal counsel to the underwriters.

A shelf registration statement on Form S-3, File No. 333-238053, relating to the public offering of the shares of common stock described above was filed with the Securities and Exchange Commission (“SEC”) and declared effective on May 13, 2020. A final prospectus supplement describing the terms of the offering and the accompanying base prospectus were filed with the SEC and are available for free on the SEC’s website located at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained by contacting: B. Riley Securities, Attention: Prospectus Department, 1300 17th St. North, Ste. 1300, Arlington, VA 22209, or by email at [email protected], or by telephone at (703) 312-9580.

This press release is not an offer to sell, or a solicitation of an offer to buy, 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.

About Smith Micro Software, Inc.

Smith Micro develops software to simplify and enhance the mobile experience, providing solutions to some of the leading wireless service providers and cable MSOs around the world. From enabling the family digital lifestyle to providing powerful voice messaging capabilities, our solutions enrich today’s connected lifestyles while creating new opportunities to engage consumers via smartphones and consumer IoT devices. The Smith Micro portfolio also includes a wide range of products for creating, sharing and monetizing rich content, such as visual voice messaging, optimizing retail content display and performing analytics on any product set. For more information, visit www.smithmicro.com.

Forward-Looking Statements

Certain statements in this release are forward-looking statements regarding future events or results, including statements related to our financial prospects, the anticipated impact of our announced acquisition of the Family Safety Mobile Business from Avast, the successful launch of our underwritten public offering of common stock, the proceeds of which will be used to fund the acquisition from Avast, the benefits that we believe our products will offer to our customers, and other statements using such words as “expect,” “anticipate,” “believe,” “plan,” “intend,” “could,” “may,” “will” and other similar expressions. Forward-looking statements involve risks and uncertainties, which could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Among the important factors that could cause or contribute to such differences are: our continued customer concentration and ability to establish and maintain strategic relationships with customers and manufacturers; our ability to retain key personnel; possible harm to our business from future security and privacy breaches; effective operation with operating systems; devices and networks that we do not control; the existence of undetected software defects in our products; competition in our industry and the core vertical markets in which we operate; changes resulting from or relating to the ongoing COVID-19 pandemic; the rapid technological evolution in our market; risks inherent with international operations; compliance with applicable laws and regulations; our ability to protect our intellectual property and operate without infringing on the intellectual property of others; any failure to meet the continued listing requirements of NASDAQ; our ability to continue to raise adequate capital; maintaining ongoing profitability; ability to continue as a going concern; changes in operating income due to shifts in our sales mix and variability in our operating expenses; our reliance on third-party intellectual property and licenses; the difficulty of predicting our quarterly revenues and operating results; fluctuation in our stock price, including as a result of the announcement of the Avast acquisition and/or our announced public offering; the dilutive impact of potential equity offerings; potential non-accretive impacts of the Avast acquisition; unexpected changes in our financial position or results of operations following the Avast acquisition; and a failure to consummate the Avast acquisition. These and other factors discussed in our filings with the Securities and Exchange Commission, including our filings on Forms 10-K and 10-Q, and the preliminary prospectus with respect to our public offering, could cause actual results to differ materially from those expressed or implied in any forward-looking statements. The forward-looking statements contained in this release are made on the basis of the views and assumptions of management, and we do not undertake any obligation to update these statements to reflect events or circumstances occurring after the date of this release.

Charles Messman

Investor Relations

(949) 362-2306

[email protected]

KEYWORDS: United States North America Pennsylvania

INDUSTRY KEYWORDS: Software Technology Mobile/Wireless Telecommunications

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HAGENS BERMAN, NATIONAL TRIAL ATTORNEYS, Encourages Investors in Leidos Holdings (LDOS) to Contact Its Attorneys, Securities Fraud Case Filed, Analyst Says Company “Wasted” $1B

SAN FRANCISCO, March 15, 2021 (GLOBE NEWSWIRE) — Hagens Berman urges Leidos Holdings, Inc. (NYSE: LDOS) investors to submit their losses now.   A securities fraud class action has been filed and certain investors may have valuable claims.

Class Period: May 4, 2020 – Feb. 23, 2021
Lead Plaintiff Deadline: May 3, 2021
Visit:www.hbsslaw.com/investor-fraud/LDOS
Contact An Attorney Now:[email protected]
844-916-0895

Leidos Holdings, Inc. (LDOS) Securities Fraud Class Action:

The complaint centers on the accuracy of defendants’ statements about Leidos’ SD&A business, which the company acquired from L3Harris Technologies in May 2020 for $1 billion and touted as having compelling strategic and operational benefits.

Specifically, defendants materially overstated the benefits of the acquisition and did not disclose that Leidos’ products suffered from numerous product defects that included faulty explosive detection systems at airports, ports and borders. As a result, the company’s financial results were significantly overstated.

The truth emerged through a series of partial disclosures beginning on Feb. 16, 2021 when analyst Spruce Point published a scathing report concluding that Leidos had “wasted” $1b on the SD&A acquisition. Spruce Point stated, “We believe Leidos is potentially covering up at least $100m of fictitious sales, mischaracterizing $355 – $367m of international revenue.” Spruce Point also alleged that the company is “concealing numerous product defects from investors, notably faulty explosive detection systems at airports and borders.” Spruce Point further avers that management may be intentionally inflating certain of Leidos’ financial metrics, including operating cash flow and organic sales growth, to obscure strains from investors.

Then, on Feb. 23, 2021, Leidos released mixed Q4 2020 financial results and disappointing 2021 outlook, including guided revenue and EPS well below analyst consensus. The same day, Spruce Point highlighted the poor 2021 outlook and picked up on a SD&A accounting discrepancy, tweeting “[t]his asset is a total black box.”

Finally, on Feb. 24, 2021 Spruce Point highlighted that Leidos “materially expanded” its risk disclosures in its 2020 annual report, tweeting “[w]e believe it is validating all the major points of our report.”

On these disclosures, the price of Leidos shares sharply declined.

“We’re focused on investor losses and proving Leidos misled investors about its SD&A business,” said Reed Kathrein, the Hagens Berman partner leading the investigation.

If you are a Leidos investor, click here to discuss your legal rights with Hagens Berman.

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


About Hagens Berman


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

Contact:

Reed Kathrein, 844-916-0895