Disney Teams Up With Award-Winning Chef and TV Host Roy Choi to Launch “Mickey & Friends(giving),” Inviting Fans to Celebrate the Holidays With a Twist

Disney Teams Up With Award-Winning Chef and TV Host Roy Choi to Launch “Mickey & Friends(giving),” Inviting Fans to Celebrate the Holidays With a Twist

Creating a New Take on the Traditional ‘Pie,’ Beloved Pizzerias Across the Country Make Six Mickey & Friends Inspired Pizza Pies Available for One Day Only on Nov. 21

#MickeyFriendsgiving #MickeyFriendsStayTrue

BURBANK, Calif.–(BUSINESS WIRE)–
In honor of the popular Friendsgiving holiday, Disney has teamed up with award-winning Chef Roy Choi – known for his popular restaurants Kogi BBQ and Best Friend – and five renowned pizzerias across the U.S. to launch Mickey & Friends(giving), offering a whole new take on the traditional ‘pie.’

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20201116005447/en/

http://disney.com/mickeyfriendsstaytrue (Graphic: Business Wire)

http://disney.com/mickeyfriendsstaytrue (Graphic: Business Wire)

Disney and Chef Choi collaborated with his friends at Jon & Vinny’s in Los Angeles; Home Slice Pizza in Austin; Roberta’s Pizza in Brooklyn; Pizzeria Beddia in Philadelphia; and Pizzeria Bianco in Phoenix to create six specialty pizzas inspired by the Sensational Six friends that will be available for one day only, on Saturday, Nov. 21. From an updated take on a classic pepperoni in honor of the true original Mickey Mouse, to a spicy ingredient as a nod to Donald Duck’s feistiness, each pie embodies the characters’ distinct personalities and collectively tells a story of friendship.

Starting today, fans can pre-order the specialty pizzas – for local pickup or delivery on Nov. 21 – at disney.com/mickeyfriendsstaytrue. Each pizza will be $36.00, plus tax, and will include a custom pizza box and Mickey & Friends(giving) stickers, for those who pre-ordered. Quantities are limited; first come; first served, while supplies last.

“I am so excited to host this ultimate pizza party mash-up for fans and friends to share this Friendsgiving together,” said Chef Roy Choi. “I named one of my restaurants Best Friend because I live for that feeling when you’re just hanging out having fun with your friends and nothing else in the world matters. I was able to team up with some of the best pizzerias in the U.S. to make some awesome recipes inspired by Mickey and his Friends, and now, fans too can experience them with each other this holiday.”

The Sensational Six-Inspired Pies Include:

  • Jon & Vinny’s (Los Angeles: Farfax and Brentwood) – Mickey Mouse

    Inspired by the true original, Mickey Mouse, Jon & Vinny’s special pizza-pie features a twist on classic pepperoni ‘za. This pie features smokies sausages smothered with three cheeses (fresh mozzarella, aged mozzarella, and caciocavallo) and topped with onions. A new spin on a timeless classic.
  • Home Slice Pizza (Austin) – Minnie Mouse

    Inspired by Minnie Mouse’s fashionable, bold, and fun spirit, Home Slice’s specialty pizza features a deck oven pie topped with a bright red sauce and rich and creamy mozzarella white polka dots. At the center of the pie is a parmesan crisp in the shape of Minnie’s signature bow.
  • Roberta’s Pizza (Bushwick) – Donald Duck

    Inspired by the legendary Donald Duck, Roberta’s pizza speaks to Donald Duck’s feisty and fiery spirit. It features Roberta’s house-made spicy nduja sausage and bitter castelfranco radicchio topped with smooth Taleggio cheese and lemon zest.
  • Roberta’s Pizza (Williamsburg) – Daisy Duck

    Inspired by Daisy Duck’s sassy yet classy attitude, Roberta’s white pie features Roberta’s special salsa verde and thinly sliced potatoes. It is sure to bring some of Daisy’s elegance and spiciness to your Friendsgiving table.
  • Pizzeria Beddia (Philadelphia) – Goofy

    Inspired by Goofy’s quirky, funny, and slightly clumsy personality, Pizzeria Beddias’s crafted pizza pie includes your favorite sandwich toppings on a pizza, and what could be goofier than that! This pizza features a light tomato cream base, mozzarella, finished with mortadella and topped with a crunchy salad. It’s playful, and so yummy!
  • Pizzeria Bianco (Phoenix) – Pluto

    Inspired by the loveable Pluto and his insatiable appetite, Pizzeria Bianco’s specialty pizza is a fun play on meat-lovers pie. It features a generous helping of fennel sausage, pepperoni and cheese. It’s sure to be delicious!

New Products and Promotions Celebrating Friendship and Food

To keep the Friendsgiving celebrations going at home, exciting collaborations with Williams Sonoma and Instant Pot are now available. Additional collections now shoppable include American Eagle Outfitters, BaubleBar, Target, Eggie, and BoxLunch, featuring apparel, accessories, and more. These, along with retailers globally, offer something for fans of all ages, with more to come next year.

In addition, Disney Emoji Blitz will be celebrating Mickey & Friends(giving) throughout the month of November with in-game token events and sweepstakes sponsored by Jam City. The sweepstakes will kick off November 19, giving away five products from BoxLunch’s Mickey & Friends collection. For official sweepstakes rules and regulations please visit http://bit.ly/DEBFacebook.

Fans can also follow along with @shopDisney for updates and visit shopDisney.com for a variety of Mickey and Friends products this holiday season.

For assets on Mickey & Friends(giving) and product information, click here.

Mickey & Friends(giving) is a continuation of Mickey & Friends: Stay True, the global campaign launched earlier this year inspired by the Sensational Six – Mickey Mouse, Minnie Mouse, Donald Duck, Daisy Duck, Goofy and Pluto.

Disney’s Mickey & Friends: Stay True campaign will continue throughout the end of this year and into 2021. For more information, follow @MickeyTrueOriginal and #MickeyFriendsgiving #MickeyFriendsStayTrue and on Instagram.

About Disney Consumer Products, Games and Publishing

Disney Consumer Products, Games and Publishing (CPGP) brings the magic of The Walt Disney Company’s brands and franchises—including Disney, Pixar, Marvel, Star Wars, National Geographic, and more—into the daily lives of families and fans around the world through products and experiences across more than 100 retail categories from toys and t-shirts to apps, books, video games, and more. A division of the Disney Parks, Experiences and Products segment, CPGP’s global operations include: the world’s largest licensing business, one of the biggest children’s publishing brands, a leading licensor of interactive games across platforms, Disney store locations globally, and the shopDisney e-commerce platform.

Disney Consumer Products, Games and Publishing

Erin Barrier

Director, Licensing & Franchise Communications

626-487-1582

[email protected]

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Online Restaurant/Bar Entertainment Online Retail Family Consumer Food/Beverage General Entertainment Other Entertainment TV and Radio Retail Children Other Consumer

MEDIA:

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http://disney.com/mickeyfriendsstaytrue (Graphic: Business Wire)

Mentor Capital Reports 3rd Quarter 2020 10-Q

Mentor Capital Reports 3rd Quarter 2020 10-Q

Trailing Annual Revenues Are Double Market Capitalization for Texas M&A Company

PLANO, Texas–(BUSINESS WIRE)–
Mentor Capital, Inc. (OTCQB: MNTR) announced that it had filed its quarterly 10-Q filing for the third quarter ended September 30, 2020, with the Securities and Exchange Commission.

The Company reports that for the quarter ended September 30, 2020 Mentor had revenues of $1,231,530 and gross profit of $375,735 with a resulting net loss attributable to Mentor of ($273,955) or (1.2 cents) per share. This is an improvement over the prior year quarter ended September 30, 2019, in which Mentor had revenues of $1,071,337, gross profit of $248,538 and resulting net loss attributable to Mentor of ($336,816) or (1.5 cents) per share.

In the prior year nine-month period, the Company experienced significant losses from G Farma’s default on finance leases and notes receivable. In the nine months ended September 30, 2019, the Company recognized bad debt on the finance leases of $730,469 and impairment loss of $1,688,825 on its purchased notes receivable from G Farma.

Subsequent to quarter-end, on November 4, 2020, the Company’s Motion for Summary Adjudication was granted as to several causes of action against G FarmaLabs Limited and guarantors Atanachi Gonzalez and Nicole Gonzalez. The Court found that G FarmaLabs Limited had breached its obligations under two promissory notes and that each of Mr. Gonzalez and Ms. Gonzalez owed duties to Mentor as guarantors of those same promissory notes in the past due amount of $1,166,570, including note interest, which was ordered payable to Mentor Capital, Inc. The Company plans to pursue the collection of damages and the remaining litigation.

The Company had approximately 11,354 shareholders reported as of September 30, 2020, with 22,850,947 shares issued. At September 30, 2020, there were 87,456 Series B warrants outstanding with an exercise price of $0.11 per share, 6,252,954 Series D warrants outstanding with an exercise price of $1.60 per share, and 689,159 Series H warrants that are held by an investment bank at a $7.00 per share exercise price. No equity was granted to directors, insiders, consultants, or investor relations firms in the nine months ended September 30, 2020.

The Company’s shares finished the quarter at a closing price of $0.07 per share representing a market capitalization of $1,599,566 compared to a 2019 year end closing price of $0.12 per share and a corresponding market capitalization of $2,742,114. As of November 13, 2020, the closing price of the Company’s shares was $0.09 with a corresponding market capitalization of approximately $2,056,585. Mentor’s Series Q Preferred Stock, first sold at $10,000 per share on May 30, 2018, were exchangeable for approximately $15,768 per share in Mentor common shares on September 30, 2020.

On September 22, 2020, Mentor IP, LLC, the Company’s 100% owned subsidiary, received a Canadian patent covering certain CBD, THC, and nicotine concentrations in vape systems. Mentor IP, LLC’s interests in the Canadian patent and the parent May 5, 2020 United States patent are governed by a “Larson – Mentor Capital, Inc. Patent and License Fee Facility with Agreement Provisions for an — 80% / 20% Domestic Economic Interest — 50% / 50% Foreign Economic Interest” with R.L. Larson and Larson Capital, LLC.

On September 30, 2020, Mentor moved its office to 5964 Campus Court, Plano, Texas 75093. Subsequent to quarter-end, on October 22, 2020, the Company had no operations in the state of California

Subsequent to quarter-end, on October 28, 2020, Dr. Robert Mandelkorn purchased the Company’s interest in GlauCanna for $31,000. GlauCanna is a Florida-based glaucoma cannabis oil project that was partially funded by the Company for $30,000, conducted by and otherwise paid for by Dr. Mandelkorn.

The Company is managed by Chairman, CEO, and director Chet Billingsley (68), who founded Mentor Capital in 1985. Our Treasurer, Contracted CFO, and director is Lori Stansfield, CPA (61). Secretary and director Robert Meyer (81), director and Audit Committee member Stan Shaul (55), and director and Audit Committee Chairman David Carlile (64) are independent directors; each has been or is a business owner and a major shareholder. Altogether, the directors and officers hold a 20.42% fully diluted interest in Mentor Capital, with Mr. Billingsley’s interest reported at 13.81% on a fully diluted basis as of November 4, 2020.

The Company’s Form 10-Q may be referenced through the SEC’s EDGAR system athttps://www.sec.gov/edgar/searchedgar/companysearch.html or the Company’s website under the SEC Filings tab at https://ir.mentorcapital.com/sec-filings.

About Mentor Capital: The Company seeks to come alongside and assist private companies and their founders in meeting their liquidity and financial objectives, to add protection for investors, and to help incubate private companies. In late 2019, the Company expanded its target industry to potentially include energy, mining and minerals, technology, consumer products, management services, and manufacturing sectors. Additional important information for investors is presented at:

www.MentorCapital.com

This press release is neither an offer to sell nor a solicitation of offers to purchase securities.

Forward-Looking Statements: This press release contains forward-looking statements within the meaning of the federal securities laws, including statements concerning financial projections, financing activities, corporate combinations, product development activities and sales and licensing activities. Such forward-looking statements are not guarantees of future results or performance, are sometimes identified by words of condition such as “should,” “could,” “expects,” “may,” “intends,” “seeks,” “looks,” “moves,” or “plans” and are subject to a number of risks and uncertainties, known and unknown, that could cause actual results to differ materially from those intended or anticipated. Such risks include, without limitation: nonperformance of investments, partner and portfolio difficulties, potential delays in marketing and sales, problems securing the necessary financing to continue operations, problems involving continued illegality of cannabis products, potential of competitive products, services, and technologies, difficulties experienced in product development, in recruiting knowledgeable personnel, in protecting intellectual property, and the effects of negative worldwide economic events, such as the recent coronavirus outbreak. Further information concerning these, and other risks is included in the Company’s Form 10-Q filing which, along with other very important information about the Company, can be found here:

https://ir.mentorcapital.com/all-sec-filings

The Company undertakes no obligation to update or revise such forward-looking statements to reflect new information, events, or circumstances occurring after the date of this press release.

Mentor Capital, Inc.

Chet Billingsley, CEO

(760) 788-4700

[email protected]

KEYWORDS: United States North America Texas

INDUSTRY KEYWORDS: Alternative Medicine Professional Services Online Retail Retail Health Tobacco Finance

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Athersys Announces Three Appointments to Board of Directors

Athersys Announces Three Appointments to Board of Directors

Addition deepens board expertise to prepare for future growth and potential commercialization of MultiStem®

CLEVELAND–(BUSINESS WIRE)–
Athersys, Inc. (NASDAQ: ATHX), a clinical-stage regenerative medicine company, is pleased to announce that it has appointed Ms. Katherine Kalin, Ms. Jane Wasman and Mr. Baiju R. Shah to its board of directors. Each of these senior executives possess significant healthcare experience and are strategic leaders in the industry. This prestigious group of professionalswill help lead the Company as it prepares for potential commercialization of its investigational cell therapy, MultiStem®. In addition, Dr. Lee Babiss, a committed director since 2010, has announced his retirement and has stepped down from the board. We thank Dr. Babiss for all his contributions and support over the past 10 years.

“We are very excited about the addition of these outstanding individuals to our board of directors,” said Dr. Gil Van Bokkelen, Chairman and CEO. “They bring substantial experience in key areas that are relevant to our continued growth and evolution as we move ahead with our ongoing preparations for becoming a successful commercial company.”

Dr. Van Bokkelen continued, “On behalf of the full board and the entire organization, I would like to thank Dr. Lee Babiss for his many years of dedicated service to Athersys. His significant contributions have helped Athersys to achieve key milestones in the Company’s history. We wish him the best in his retirement.”

Ms. Kalin brings more than 25 years of experience as a senior executive in healthcare and professional services to Athersys. She earned a BA from Durham University, U.K., and an MBA from Harvard Business School. Most recently, she was a senior executive at Celgene Corporation, where she led corporate strategy from 2012 to 2017. Prior to Celgene, she held leadership roles in marketing, sales and new business development from 2002 to 2011 at Johnson & Johnson. Before that, Ms. Kalin was a partner in the global healthcare practice of McKinsey & Company, from 1990-2002. Her healthcare experience spans diagnostics, medical devices, pharmaceuticals, and digital health. She began her career as an investment banker at Nomura International Limited, from 1984-88, in Tokyo and London. Ms. Kalin serves on several boards where she contributes her healthcare industry expertise. She currently serves as a non-executive director on the board of Genfit, S.A., a publicly traded French biopharmaceutical company, where she serves on the alliances committee, and as a member of the boards of directors for several private companies, including Brown Advisory LLC, an independent investment and strategic advisory firm, where she serves on the audit and finance committees and Clinical Genomics Technologies Holdings Limited, a biotech dedicated to improving patient outcomes through early detection of colorectal cancer, where she serves on the audit & financial risk committee. She is also a member of the Advisory Board of Stardog, an enterprise data platform company, and PRIMARI Analytics Corporation, an artificial intelligence start-up. Ms. Kalin also serves on the board of two community-based, non-profit organizations.

Ms. Wasman is a strategic leader with almost 25 years in the biopharma industry and extensive U.S. and international experience. She earned a JD from Harvard Law School and her undergraduate degree from Princeton University. She began her career as an attorney at two global law firms and was Associate Counsel for the U.S. Senate Veterans’ Affairs Committee. Her early career provided broad industry experience, including industrial, financial, real estate and communications. Ms. Wasman served as President, International & General Counsel and Corporate Secretary of Acorda Therapeutics, Inc., a publicly traded biopharmaceutical company, from 2012 to December 2019, managing its international, legal, quality, intellectual property and compliance functions, after serving in other executive roles at Acorda starting in 2004. Before joining Acorda, Ms. Wasman was with Schering-Plough Corporation, a global pharmaceutical company, for over eight years, holding various U.S. and international leadership positions, including Staff Vice President and Associate General Counsel. She chairs the board of directors of Sellas Life Sciences, a publicly traded biotechnology company, chairs its nominations & governance committee, and is a member of its audit, compensation and finance committees. She also is a member of the board of directors of Rigel Pharmaceuticals, a publicly traded biotechnology company, where she is a member of its nominations, governance & compliance committee and its scientific committee, and of the board of Cytovia Therapeutics, a private biotechnology company, where she is a member of its finance committee. She has been a member of the board of directors and a member of the executive committee of the New York Biotechnology Association since 2007. Additionally, she is co-founder of the NY Hub of BioDirector, an organization supporting board effectiveness and diversity.

Mr. Shah is a seasoned executive, entrepreneur, and investor with more than 20 years of experience in building life science technology companies. He received a JD from Harvard Law School and a BA from Yale University. He began his business career as a consultant with McKinsey & Company, serving clients principally in growth and business building engagements. Mr. Shah now serves as a Senior Fellow for Innovation at the Cleveland Foundation and a Senior Advisor to FasterCures, a Center of the Milken Institute. In those roles, he is focused on catalyzing, structuring and advancing innovation partnerships. Mr. Shah previously served as Chief Executive Officer and a member of the board of directors of BioMotiv, an accelerator company aligned with the Harrington Project for Discovery & Development, a U.S. and U.K. drug development initiative from 2012 to February 2019. Prior to BioMotiv, Mr. Shah was Chief Executive Officer, member of the board of directors, and a co-founder of BioEnterprise, a business that assists companies in securing resources and funding to support their growth. Mr. Shah has been a member of the board of directors of Invacare Corporation and served on the Advisory Board for Citizens Financial Group. Mr. Shah also serves on the boards of several civic organizations and initiatives.

About MultiStem®

MultiStem® cell therapy is a patented regenerative medicine product candidate in clinical development that has shown the ability to promote tissue repair and healing in a variety of ways, such as through the production of therapeutic factors in response to signals of inflammation and tissue damage. MultiStem therapy’s potential for multidimensional therapeutic impact may distinguish it from traditional biopharmaceutical therapies focused on a single mechanism of benefit. MultiStem represents a unique “off-the-shelf” stem cell product candidate that can be manufactured in a scalable manner, may be stored for years in frozen form, and is administered without tissue matching or the need for immune suppression. Based upon favorable outcome data, its novel mechanisms of action, and favorable and consistent tolerability data in clinical studies, we believe that MultiStem therapy may provide a meaningful benefit to patients, including those suffering from serious diseases and conditions with unmet medical need.

About Athersys

Athersys is a biotechnology company engaged in the discovery and development of therapeutic product candidates designed to extend and enhance the quality of human life. The Company is developing its MultiStem® cell therapy product, a patented, adult-derived “off-the-shelf” stem cell product, initially for disease indications in the neurological, inflammatory and immune, cardiovascular and other critical care indications and has several ongoing clinical trials evaluating this potential regenerative medicine product. Athersys has forged strategic partnerships and a broad network of collaborations to further advance the MultiStem cell therapy toward commercialization. More information is available at www.athersys.com. Follow Athersys on Twitter at www.twitter.com/athersys.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. These forward-looking statements relate to, among other things, the expected timetable for development of our product candidates, our growth strategy, and our future financial performance, including our operations, economic performance, financial condition, prospects, and other future events. We have attempted to identify forward-looking statements by using such words as “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “should,” “suggest,” “will,” or other similar expressions. These forward-looking statements are only predictions and are largely based on our current expectations. A number of known and unknown risks, uncertainties, and other factors could affect the accuracy of these statements. Some of the more significant known risks that we face are the risks and uncertainties inherent in the process of discovering, developing, and commercializing products that are safe and effective for use as therapeutics, including the uncertainty regarding market acceptance of our product candidates and our ability to generate revenues. The following risks and uncertainties may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements: our ability to raise capital to fund our operations, including but not limited to, our ability to access our traditional financing sources on the same or reasonably similar terms as were available to us before the COVID-19 pandemic; the timing and nature of results from MultiStem clinical trials, including the MASTERS-2 Phase 3 clinical trial evaluating the administration of MultiStem for the treatment of ischemic stroke, and the Healios TREASURE and ONE-BRIDGE clinical trials in Japan evaluating the treatment in stroke and ARDS patients, respectively; the success of our MACOVIA clinical trial evaluating the administration of MultiStem for the treatment of COVID-19 induced ARDS, and the MATRICS-1 clinical trial being conducted with The University of Texas Health Science Center at Houston evaluating the treatment of patients with serious traumatic injuries; the impact of the COVID-19 pandemic on our ability to complete planned or ongoing clinical trials; the possibility that the COVID-19 pandemic could delay clinical site initiation, clinical trial enrollment, regulatory review and the potential receipt of regulatory approvals, payment of milestones under our license agreements and commercialization of one or more of our product candidates, if approved; the availability of product sufficient to meet commercial demand shortly following any approval, such as in the case of accelerated approval for the treatment of COVID-19 induced ARDS; the impact on our business, results of operations and financial condition from the ongoing and global COVID-19 pandemic, or any other pandemic, epidemic or outbreak of infectious disease in the United States; the possibility of delays in, adverse results of, and excessive costs of the development process; our ability to successfully initiate and complete clinical trials of our product candidates; the impact of the COVID-19 pandemic on the production capabilities of our contract manufacturing partners and our MultiStem trial supply chain; the possibility of delays, work stoppages or interruptions in manufacturing by third parties or us, such as due to material supply constraints, contamination, operational restrictions due to COVID-19 or other public health emergencies, labor constraints, regulatory issues or other factors which could negatively impact our trials and the trials of our collaborators; uncertainty regarding market acceptance of our product candidates and our ability to generate revenues, including MultiStem cell therapy for neurological, inflammatory and immune, cardiovascular and other critical care indications; changes in external market factors; changes in our industry’s overall performance; changes in our business strategy; our ability to protect and defend our intellectual property and related business operations, including the successful prosecution of our patent applications and enforcement of our patent rights, and operate our business in an environment of rapid technology and intellectual property development; our possible inability to realize commercially valuable discoveries in our collaborations with pharmaceutical and other biotechnology companies; our ability to meet milestones and earn royalties under our collaboration agreements, including the success of our collaboration with Healios; our collaborators’ ability to continue to fulfill their obligations under the terms of our collaboration agreements and generate sales related to our technologies; the success of our efforts to enter into new strategic partnerships and advance our programs, including, without limitation, in North America, Europe and Japan; our possible inability to execute our strategy due to changes in our industry or the economy generally; changes in productivity and reliability of suppliers; the success of our competitors and the emergence of new competitors; and the risks mentioned elsewhere in our Annual Report on Form 10-K for the year ended December 31, 2019 under Item 1A, “Risk Factors” and our other filings with the SEC. You should not place undue reliance on forward-looking statements contained in this press release, and we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise.

Ivor Macleod

Chief Financial Officer

Tel: (216) 431-9900

[email protected]

Karen Hunady

Director of Corporate Communications & Investor Relations

Tel: (216) 431-9900

[email protected]

David Schull

Russo Partners, LLC

Tel: (212) 845-4271 or (858) 717-2310

[email protected]

KEYWORDS: United States North America Ohio

INDUSTRY KEYWORDS: Health Stem Cells Other Health General Health Clinical Trials Pharmaceutical Biotechnology

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Hilltop Holdings Inc. Announces Preliminary Results of Tender Offer

Hilltop Holdings Inc. Announces Preliminary Results of Tender Offer

DALLAS–(BUSINESS WIRE)–
Hilltop Holdings Inc. (NYSE: HTH) (“Hilltop” or the “Company”) announced today the preliminary results of its modified “Dutch auction” tender offer to purchase up to $350.0 million of its common stock for cash at a price per share not less than $21.00 and not greater than $24.00, which expired at 12:00 midnight, New York City time, at the end of the day on November 13, 2020.

Based on the preliminary count by American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, a total of 8,058,947 shares of Hilltop’s common stock, $0.01 par value per share, were properly tendered and not properly withdrawn at or below the purchase price of $24.00 per share, including 1,101,901 shares that were tendered by notice of guaranteed delivery. The number of shares conditionally tendered was 5,223 based on the preliminary count by the depositary.

In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the depositary, the Company expects to acquire approximately 8,058,947 shares of its common stock at a price of $24.00 per share, for an aggregate cost of approximately $193,414,728, excluding fees and expenses relating to the tender offer. These shares represent approximately 8.9 percent of the shares outstanding.

The number of shares to be purchased and the purchase price are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the two trading day settlement period. The final number of shares to be purchased and the final purchase price will be announced following the expiration of the guaranteed delivery period and completion by the depositary of the confirmation process. Payment for the shares accepted for purchase under the tender offer, and return of all other shares tendered and not purchased, will occur promptly thereafter.

The Company may, in the future, decide to purchase additional shares in the open market subject to market conditions and private transactions, tender offers or otherwise subject to applicable law. Any such purchases may be on the same terms as, or on terms that are more or less favorable to stockholders than, the terms of the offer. Whether the Company makes additional repurchases in the future will depend on many factors, including but not limited to its business and financial performance, the business and market conditions at the time, including the price of the shares, and other factors the Company considers relevant.

The information in this press release describing the tender offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of common stock in the tender offer. The tender offer was made only pursuant to the Offer to Purchase and the related materials that the Company filed with the SEC, as amended or supplemented. Stockholders who have questions or would like additional information about the tender offer may contact the information agent for the tender offer, D.F. King & Co., Inc., toll-free at (800) 207-3159.

About Hilltop

Hilltop Holdings is a Dallas-based financial holding company. Its primary line of business is to provide business and consumer banking services from offices located throughout Texas through PlainsCapital Bank. PlainsCapital Bank’s wholly owned subsidiary, PrimeLending, provides residential mortgage lending throughout the United States. Hilltop Holdings’ broker-dealer subsidiaries, Hilltop Securities Inc. and Hilltop Securities Independent Network Inc., provide a full complement of securities brokerage, institutional and investment banking services in addition to clearing services and retail financial advisory. At September 30, 2020, Hilltop employed approximately 4,800 people and operated approximately 430 locations in 48 states. Hilltop Holdings’ common stock is listed on the New York Stock Exchange under the symbol “HTH.”

FORWARD-LOOKING STATEMENTS

This press release contains 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. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements anticipated in such statements. Forward-looking statements speak only as of the date they are made and, except as required by law, we do not assume any duty to update forward-looking statements. Such forward-looking statements include, but are not limited to, statements concerning such things as our ability to complete the Tender Offer, our plans, objectives, strategies, expectations, intentions and other statements that are not statements of historical fact, and may be identified by words such as “anticipates,” “believes,” “building,” “could,” “estimates,” “expects,” “forecasts,” “goal,” “guidance,” “intends,” “may,” “might,” “outlook,” “plan,” “probable,” “projects,” “seeks,” “should,” “target,” “view,” “will” or “would” or the negative of these words and phrases or similar words or phrases. The following factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements: (i) changes in general economic, market and business conditions in areas or markets where we compete, including changes in the price of crude oil; (ii) the COVID-19 pandemic and the response of governmental authorities to the pandemic, which have caused and are causing significant harm to the global economy and our business; (iii) the credit risks of lending activities, including our ability to estimate credit losses, as well as the effects of, and trends in, loan delinquencies and write-offs; (iv) changes in the interest rate environment; and (v) risks associated with concentration in real estate related loans. For further discussion of such factors, see the risk factors described in our most recent Annual Report on Form 10-K, and subsequent Quarterly Reports on Form 10-Q and other reports that are filed with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement.

Media Contact:

Ben Brooks

214-252-4047

[email protected]

Investor Relations Contact:

Erik Yohe

214-525-4634

[email protected]

KEYWORDS: Texas United States North America

INDUSTRY KEYWORDS: Banking Professional Services Finance

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Columbia Property Trust Declares Fourth Quarter Dividend

Columbia Property Trust Declares Fourth Quarter Dividend

NEW YORK–(BUSINESS WIRE)–Columbia Property Trust, Inc. (NYSE: CXP) today announced that its Board of Directors has declared a regular quarterly cash dividend of $0.21 per share, or $0.84 per share on an annualized basis, for the fourth quarter of 2020. The dividend will be paid on January 8, 2021, to shareholders of record as of December 1, 2020.

About Columbia Property Trust

Columbia Property Trust (NYSE: CXP) creates value through owning, operating and developing Class-A office buildings in New York, San Francisco, Washington D.C., and Boston. The Columbia team is deeply experienced in transactions, asset management and repositioning, leasing, development, and property management. It employs these competencies to grow value across its high-quality, well-leased portfolio of 15 properties that contain more than six million rentable square feet, as well as four properties under development, and also has approximately eight million square feet under management for private investors and third parties. Columbia has investment-grade ratings from both Moody’s and S&P Global Ratings. For more information, please visit www.columbia.reit.

Forward-Looking Statements:

Certain statements in this press release, including statements regarding future business operations, may constitute 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. These forward-looking statements are based on management’s current expectations and involve a number of risks and uncertainties. Our actual results may differ materially from projections. For a discussion of some of the risks and uncertainties that could cause actual results to differ materially from those presented in our forward-looking statements, see Columbia Property Trust’s filings with the Securities and Exchange Commission, including the most recent annual report on Form 10-K. We caution readers not to place undue reliance on these forward-looking statements, which are based on current expectations and speak as of the date of such statements. We make no representations or warranties (express or implied) about the accuracy of, nor do we intend to publicly update or revise any such forward-looking statements contained herein, whether as a result of new information, future events, or otherwise.

Investor Relations:

Matt Stover
T 404 465 2227

E[email protected]

Media Contact:

Bud Perrone

T 212 843 8068

E[email protected]

 

KEYWORDS: United States North America New York

INDUSTRY KEYWORDS: Commercial Building & Real Estate Construction & Property REIT

MEDIA:

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Health Canada Clears CytoDyn to File its BLA for Leronlimab as One Injection per Week for Combination HIV Therapy

VANCOUVER, Washington, Nov. 16, 2020 (GLOBE NEWSWIRE) — CytoDyn Inc. (OTC.QB: CYDY), (“CytoDyn” or the “Company”), a late-stage biotechnology company developing leronlimab (PRO 140), a CCR5 antagonist with the potential for multiple therapeutic indications, announced today Health Canada has cleared CytoDyn to file its Biologics License Application (BLA) for leronlimab as a combination therapy for multi-drug resistance HIV patients in Canada.

Health Canada’s clearance for the BLA filing includes a treatment regimen of one injection per week of 350 mg of the Company’s product leronlimab, as contrasted to the dosage used in the Phase 3 clinical trial conducted in the U.S. for this indication of two consecutive injections of 175 mg per week. Health Canada, a department of the Government of Canada, is responsible for Canada’s federal health policy and oversees the Public Health Agency of Canada. Health Canada’s team conducted a two-hour meeting with CytoDyn’s team and were also updated on the progress of the Company’s COVID-19 trials and BLA application for the U.K. CytoDyn’s presentation team to Health Canada included Drs. Thomas Boyd, Nitya Ray and Kush Dhody for pre-clinical, manufacturing and clinical sections, respectively, of the application.

Nader Pourhassan, Ph.D., President and Chief Executive Officer of CytoDyn, commented, “We are very pleased with Health Canada’s decision to clear our BLA for filing and our team is motivated to submit this filing in the very near future. Health Canada’s decision continues to validate the opportunity for leronlimab as a treatment for HIV patients around the world. Our lengthy meeting included an update on the progress of our COVID-19 trials and plans to simultaneously file our BLA for leronlimab as a combination therapy for HIV with the MHRA in the U.K. and Health Canada.”

About Coronavirus Disease 2019

CytoDyn completed its Phase 2 clinical trial (CD10) for COVID-19, a double-blinded, randomized clinical trial for mild-to-moderate patients in the U.S. which produced statistically significant results for NEWS2. Enrollment continues in its Phase 2b/3 randomized clinical trial for the severe-to-critically ill COVID-19 population in several hospitals and clinics throughout the U.S., which are identified on the Company’s website under the “Clinical Trial Enrollment” section of the homepage; an interim analysis on the first 195 patients was conducted mid-October and is expected to occur again after enrollment reaches 293 patients.

About Leronlimab (PRO 140)

The FDA has granted a Fast Track designation to CytoDyn for two potential indications of leronlimab for critical illnesses. The first indication is a combination therapy with HAART for HIV-infected patients and the second is for metastatic triple-negative breast cancer. Leronlimab is an investigational humanized IgG4 mAb that blocks CCR5, a cellular receptor that is important in HIV infection, tumor metastases, and other diseases, including NASH. Leronlimab has completed nine clinical trials in over 800 people and met its primary endpoints in a pivotal Phase 3 trial (leronlimab in combination with standard antiretroviral therapies in HIV-infected treatment-experienced patients). 

In the setting of HIV/AIDS, leronlimab is a viral-entry inhibitor; it masks CCR5, thus protecting healthy T cells from viral infection by blocking the predominant HIV (R5) subtype from entering those cells. Leronlimab has been the subject of nine clinical trials, each of which demonstrated that leronlimab could significantly reduce or control HIV viral load in humans. The leronlimab antibody appears to be a powerful antiviral agent leading to potentially fewer side effects and less frequent dosing requirements compared with daily drug therapies currently in use. 

In the setting of cancer, research has shown that CCR5 may play a role in tumor invasion, metastases, and tumor microenvironment control. Increased CCR5 expression is an indicator of disease status in several cancers. Published studies have shown that blocking CCR5 can reduce tumor metastases in laboratory and animal models of aggressive breast and prostate cancer. Leronlimab reduced human breast cancer metastasis by more than 98% in a murine xenograft model. CytoDyn is, therefore, conducting a Phase 1b/2 human clinical trial in metastatic triple-negative breast cancer and was granted Fast Track designation in May 2019.  

The CCR5 receptor appears to play a central role in modulating immune cell trafficking to sites of inflammation. It may be crucial in the development of acute graft-versus-host disease (GvHD) and other inflammatory conditions. Clinical studies by others further support the concept that blocking CCR5 using a chemical inhibitor can reduce the clinical impact of acute GvHD without significantly affecting the engraftment of transplanted bone marrow stem cells. CytoDyn is currently conducting a Phase 2 clinical study with leronlimab to support further the concept that the CCR5 receptor on engrafted cells is critical for the development of acute GvHD, blocking the CCR5 receptor from recognizing specific immune signaling molecules is a viable approach to mitigating acute GvHD. The FDA has granted orphan drug designation to leronlimab for the prevention of GvHD. 

About CytoDyn

CytoDyn is a late-stage biotechnology company developing innovative treatments for multiple therapeutic indications based on leronlimab, a novel humanized monoclonal antibody targeting the CCR5 receptor. CCR5 appears to play a critical role in the ability of HIV to enter and infect healthy T-cells. The CCR5 receptor also appears to be implicated in tumor metastasis and immune-mediated illnesses, such as GvHD and NASH.

CytoDyn has successfully completed a Phase 3 pivotal trial with leronlimab in combination with standard antiretroviral therapies in HIV-infected treatment-experienced patients. The FDA met telephonically with Company key personnel and its clinical research organization and provided written responses to the Company’s questions concerning its recent Biologics License Application (“BLA”) for this HIV combination therapy in order to expedite the resubmission of its BLA filing for this indication.

CytoDyn has completed a Phase 3 investigative trial with leronlimab as a once-weekly monotherapy for HIV-infected patients. CytoDyn plans to initiate a registration-directed study of leronlimab monotherapy indication. If successful, it could support a label extension. Clinical results to date from multiple trials have shown that leronlimab can significantly reduce viral burden in people infected with HIV. No drug-related serious site injection reactions reported in about 800 patients treated with leronlimab and no drug-related SAEs reported in patients treated with 700 mg dose of leronlimab. Moreover, a Phase 2b clinical trial demonstrated that leronlimab monotherapy can prevent viral escape in HIV-infected patients; some patients on leronlimab monotherapy have remained virally suppressed for more than six years.

CytoDyn is also conducting a Phase 2 trial to evaluate leronlimab for the prevention of GvHD and a Phase 1b/2 clinical trial with leronlimab in metastatic triple-negative breast cancer. More information is at www.cytodyn.com

Forward-Looking Statements 

This press release contains certain forward-looking statements that involve risks, uncertainties and assumptions that are difficult to predict.  Words and expressions reflecting optimism, satisfaction or disappointment with current prospects, as well as words such as “believes,” “hopes,” “intends,” “estimates,” “expects,” “projects,” “plans,” “anticipates” and variations thereof, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Forward-looking statements specifically include statements about leronlimab, its ability to have positive health outcomes, the possible results of clinical trials, studies or other programs or ability to continue those programs, the ability to obtain regulatory approval for commercial sales, and the market for actual commercial sales. The Company’s forward-looking statements are not guarantees of performance, and actual results could vary materially from those contained in or expressed by such statements due to risks and uncertainties including: (i) the sufficiency of the Company’s cash position, (ii) the Company’s ability to raise additional capital to fund its operations, (iii) the Company’s ability to meet its debt obligations, if any, (iv) the Company’s ability to enter into partnership or licensing arrangements with third parties, (v) the Company’s ability to identify patients to enroll in its clinical trials in a timely fashion, (vi) the Company’s ability to achieve approval of a marketable product, (vii) the design, implementation and conduct of the Company’s clinical trials, (viii) the results of the Company’s clinical trials, including the possibility of unfavorable clinical trial results, (ix) the market for, and marketability of, any product that is approved, (x) the existence or development of vaccines, drugs, or other treatments that are viewed by medical professionals or patients as superior to the Company’s products, (xi) regulatory initiatives, compliance with governmental regulations and the regulatory approval process, (xii) general economic and business conditions, (xiii) changes in foreign, political, and social conditions, and (xiv) various other matters, many of which are beyond the Company’s control. The Company urges investors to consider specifically the various risk factors identified in its most recent Form 10-K, and any risk factors or cautionary statements included in any subsequent Form 10-Q or Form 8-K, filed with the Securities and Exchange Commission. Except as required by law, the Company does not undertake any responsibility to update any forward-looking statements to take into account events or circumstances that occur after the date of this press release.

CONTACTS

Investors:

Michael Mulholland
Office: 360.980.8524, ext. 102
[email protected]



DSG Global, Inc. Reports Third Quarter Results

SURREY, British Columbia, Nov. 16, 2020 (GLOBE NEWSWIRE) — DSG Global Inc. (OTC: DSGT), announced today financial results for the third quarter ending September 30, 2020.

Financial Highlights for the three months ended September 30, 2020:

– Revenue of $334, 151. This was an increase of 170% compared to the prior quarter. The majority of this revenue increase came from increased installations at numerous golf courses. This will result in a higher recurring revenue moving forward. The company anticipates the upward trend in golf revenue to continue for the fourth quarter.

– Gross Profit Margins remained relatively constant at 50%.

– Operating Losses were $391,882 or (.01) EPS for the quarter, consistent with the comparable quarter in 2019 and much improved from the $1,148,446 (.03) EPS loss during the prior quarter.

– Net Losses decreased from $5,555,832 in Q3 2019 to $3,159,242 or (.08) EPS. The majority of this, $2,577,704, was related to one-time costs of extinguishment of debt and the change in fair value of derivative instruments.

– Total Assets increased 76.1% from the prior quarter. This was primarily the result of increased inventory and fixed assets.

– Total liabilities decreased 11.6% from the prior quarter. Actual liabilities, not counting derivative liabilities decreased 30.3%. This is primarily the result of the payoff and removal of $1.95 million in convertible debt.

Release updates and Highlights:

  • Set delivery volume target of 12800 vehicles, with 90% distributor sales and 10% direct sales, during 2021.
     
  • Received orders for 1155 vehicles, a number increasing on a regular basis.
     
  • Received first Shipment of cars from Jonway Group
     
  • Anticipates additional vehicles arriving from Jonway and Skywell Automobile Group during the remainder of 2020
     
  • Engaged GCN Media Group and Graj and Gustavsen, both well-respected New York based branding and digital marketing firms, to increase awareness and enhance consumer facing presence.
     
  • Received Business License for Experience Center in Fairfield, California
     
  • Received first shipment of single rider PACER golf carts
     
  • Added Terra E-High Speed Truck from Jonway Group and ET5 SUV and several models of buses from Skywell Automotive Group to Electric Vehicle Product Lineup
     
  • Paid off nearly $2 Million in Convertible Notes, thus significantly reducing future dilution
     
  • Installed golf products at dozens of new golf courses and have multimillion-dollar Pipeline
     
  • Expanded into Alternative Fleet Management beyond golf courses with installation of products for Peninsula Sanitation Services

Bob Silzer, CEO and President DSG Global, “We are pleased with the improvement in our third quarter, but are not satisfied with the results. We anticipate even larger growth in future quarters. We continue to install our products on numerous new golf courses each month. Our Electric Vehicles have begun arriving and we anticipate first delivery of products to end customers early in the first quarter. Next year, we anticipate over $40 million in sales from Electric Vehicles and over $20 million in sales from Fleet Management Software and Pacer Golf Carts with significant profitability.”

DSG Global, Inc. will host a conference call for investors on Monday, November 16, 2020 at 4:15 ET.

The call will last approximately 45 minutes. Interested parties may dial 530-881-1212

Passcode: 615-253-385#

Bob Silzer, President and CEO DSG Global and Rick Curtis, President of Imperium Motors will discuss the significant corporate activity and its plans for the future.

Please dial in at least 5 minutes prior to the call to ensure timely participation.

For the full earnings report please view our entire filing at www.sec.gov.

For information on Imperium Motor’s Product line, please visit https://www.imperiummotorcompany.com/

About Imperium Motor Company

Imperium Motor Company is a new EV distribution and marketing company that offers a wide variety of affordable vehicles equipped for the North American market with emphasis on great design, a green mindset, performance, and functionality. Vehicles will include: High Speed, Mid Speed, and Low Speed electric vehicles including Cars, Trucks, SUVs, Vans, Buses, and Scooters.

About VANTAGE TAG SYSTEMS INC (VTS)

Vantage Tag Systems provides patented electronic tracking systems and fleet management solutions to golf courses and other avenues that allow for remote management of the course’s fleet of golf carts, turf equipment and utility vehicles. Its clients use VTS’s unique technology to significantly reduce operational costs, improve the efficiency plus profitability of their fleet operations, increase safety, and enhance customer satisfaction. VTS has grown to become a leader in the category of Fleet Management in the golf industry, with their technology installed in over vehicles worldwide. VTS is now branching into several new streams of revenue, through programmatic advertising, licensing and distribution, as well as expanding into Commercial Fleet Management, PACER single rider golf carts, and Agricultural applications. Additional information is available at http://vantage-tag.com/

Safe Harbor for Forward-Looking Statements

Forward-looking statements in this press release include statements relating to, among other things, the Company’s ability to open its new customer facility and its ability to close and deliver on various purchase orders from customers, and the Company’s expansion into markets outside of the golf industry. Forward-looking statements are inherently subject to risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, including, without limitation, the following: the timing and nature of any capital raising transactions; our ability to offer products and services for use by customers in new markets outside of the golf industry; our ability to deliver in a timely fashion and to our customers’ satisfaction the products purchased; the risk of competition; our ability to find, recruit and retain personnel with knowledge and experience in selling products and services in existing and new markets; our ability to manage growth; and general market, economic and business conditions. Additional factors that could cause actual results to differ materially from those anticipated by our forward-looking statements are under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year 2018 and our subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all filed with the Securities and Exchange Commission. Forward-looking statements are made as of the date of this release, and we expressly disclaim any obligation or undertaking to update forward-looking statements.

Brokers and Analysts:
Chesapeake Group
+1-410-825-3930
[email protected]



Iconix Reports Financial Results for the Third Quarter 2020


  • Total revenue of $


    2


    4


    .


    5


    million


    compared


    to


    $


    3


    5


    .


    5


    million


    in


    the prior year quarter


    .


  • GAAP Operating


    Income


    $


    6


    6


    .


    4


    million


    as compared to


    a loss of


    $


    8.1


    million


    in the prior year quarter.

  • Adjusted EBITDA


    of $


    13.7


    million, compared to $


    20.


    9


    million


    in the prior year quarter.

  • Continued to i


    mprove cost


    structure, decreasing SG&A


    expenses


    by $16.4 million


    from prior year quarter.

  • Completed Sale of


    Starter


    China in


    September


    2020 with net proceed


    s


    of $


    15


    .6


    million


    and


    in October


    repaid $


    11


    .7 million of Senior Secured Term Loan


    .

NEW YORK, Nov. 16, 2020 (GLOBE NEWSWIRE) — Iconix Brand Group, Inc. (Nasdaq: ICON) (“Iconix” or the “Company”) today reported financial results for the third quarter ended September 30, 2020.

Bob Galvin, CEO commented, “As we continue to navigate through the pandemic and the resulting economic conditions, the well-being of our employees, licensees and communities remains at the forefront. Despite COVID-19, we continued to expand our business, including a successful launch of Umbro products in Walmart. We have remained focused on building our pipeline of future business, as a result, we have signed 148 deals during 2020 for aggregate guaranteed minimum royalties of approximately $90 million. Moving forward, we will remain flexible to respond to changes in the economic and retail environments.”

Third Quarter 2020
Financial Results

GAAP Revenue by Segment

(000’s)

    For the Three Months

Ended September
 
30,
  For the Nine Months

Ended September
 
30,
      2020     2019     2020     2019

Licensing revenue:
               
Women’s   $ 5,919   $ 10,317   $ 16,805   $ 26,855
Men’s     5,705     7,942     15,419     25,491
Home     3,487     3,430     10,436     11,205
International     9,351     13,782     32,028     42,255
    $ 24,462   $ 35,471   $ 74,688   $ 105,806

For the third quarter of 2020, total revenue was $24.5 million, a 31% decline, compared to $35.5 million in the third quarter of 2019. Revenue across all segments was primarily negatively impacted by the effects of the COVID-19 pandemic on the global economy. The 43% decrease in revenue in our Women’s segment was principally as a result of a decrease in licensing revenue from our Mudd and Joe Boxer brands. Revenue from the Men’s segment decreased 28% mainly due to a decrease in licensing revenue from our Buffalo and Umbro brands. Sales in our Home segment improved by 2% principally due to an increase in licensing revenue from our Charisma brand. Our International segment revenue declined 32% mainly due to decreases in Latin America and Europe.

SG&A Expenses:
Total SG&A expenses in the third quarter of 2020 were $9.9 million, a 62% decline compared to $26.3 million in the third quarter of 2019. The decline for the quarter was primarily driven by a decrease in professional fees, advertising costs and compensation expense.

Gain on Sale of Trademarks
Gain on sale of trademarks reflect the $59.6 million gain of the sale of 100% of our interest in Umbro China Ltd., and $14.5 million gain on sale of Starter China Ltd., each completed during the third quarter of 2020.

Trademark
and
Investment
Impairment
:

In the third quarter of 2020, the Company recorded a non-cash trademark impairment charge of $4.8 million. The charge for the third quarter of 2020 was based on the impact of the COVID-19 pandemic on current and estimated future cash flows on the fair value of the Pony and Hydraulic indefinite-lived trademarks. The Company recorded investment impairments of $17.1 million in the third quarter of 2020 as a result of from exiting our Ecko Mark/Ecko joint venture in China and a reduction in the fair value of our Candies joint venture in China. The Company recorded investment impairment in the third quarter of 2019 of $17.0 million related to the sale of its equity investment in Marcy Media.

Operating Income
and Adjusted EBITDA (1)
:

Adjusted EBITDA is a non-GAAP metric, and a reconciliation table is included below.

Operating income for the third quarter of 2020 was $66.4 million, as compared to operating loss of $8.1 million for the third quarter of 2019.  The third quarter 2020 results include $22.0 million of charges related to impairments and $74.1 million in gains on sale of trademarks. Adjusted EBITDA in the third quarter of 2020 was $13.7 million, which represents operating income of $66.4 million excluding net adjustments of $52.7 million. Adjusted EBITDA in the third quarter of 2019 was $20.9 million, which represents operating loss of $8.1 million excluding net charges of $29.0 million. The change period over period in Adjusted EBITDA is primarily as a result of reduced revenue largely driven by the impact of COVID-19 on our business, somewhat offset by reduced expenses driven by the Company’s cost reduction initiative. Refer to footnote 1 below for a full detailed reconciliation of operating income to Adjusted EBITDA.      

Note: All items in the following tables are attributable to the Company’s interest in its subsidiaries and joint ventures, as applicable, and exclude the results related to any non-controlling interest in such entities. Certain numbers may not add due to rounding.

Adjusted EBITDA by Segment (1)
For the Three Months Ended September


 


30,
     
For the Nine Months Ended September


 


30,
 
(000’s)
2020
 
2019
 
% Change
     
2020
 
2019
 
% Change
 
                                         
Women’s $ 6,777   $ 10,105     -33 %     $ 16,451   $ 26,354     -38 %
Men’s   1,522     3,303     -54 %       5,857     10,847     -46 %
Home   3,588     2,999     20 %       9,670     9,789     -1 %
International   6,593     9,022     -27 %       17,669     26,321     -33 %
Corporate   (4,766 )   (4,530 )   -5 %       (12,897 )   (13,638 )   5 %
Adjusted EBITDA $ 13,714   $ 20,899     -34 %     $ 36,750   $ 59,673     -38 %
                                         
Adjusted EBITDA Margin (2)   56 %   59 %             49 %   56 %      

Adjusted EBITDA margin in the third quarter of 2020 was 56% as compared to Adjusted EBITDA margin in the third quarter of 2019 of 59%. The change period over period in Adjusted EBITDA margin is primarily as a result of the Company’s decrease in revenue.

Interest Expense
and
Other
(
Income
)
Loss
,
net
:

Interest expense in the third quarter of 2020 was $18.5 million as compared to $14.4 million in the third quarter of 2019. The legal final maturity date of the Securitization Notes is in January of 2043. The Company did not repay or refinance the Securitization Notes prior to the anticipated repayment date. Therefore, beginning January 2020, the Company accrues additional interest on the Securitization Notes that is not payable until 2043. The increase in interest expense period over period is primarily the result of the step up in interest for the securitization. In the third quarter of 2020, Other (income) loss was income of $0.3 million as compared to a loss of $12.0 million in the third quarter of 2019. This result is primarily from the Company’s accounting for the 5.75% Convertible Notes, which requires recording the fair value of this debt at the end of each period with any change from the prior period accounted for as other income or loss in the respective period’s consolidated income statement.

Provision for Income Taxes:

The effective income tax rate for the third quarter of 2020 is approximately 1.9%, which resulted in a $0.9 million income tax expense, as compared to an effective income tax rate of 1.7% in the third quarter of 2019, which resulted in a $0.6 million income tax benefit.  The increase in the tax expense is a result of expenses incurred for which no tax benefit was able to be recognized for the third quarter of 2020.

GAAP Net Income and GAAP Diluted EPS:

GAAP net income attributable to Iconix for the third quarter of 2020 reflected income of $45.7 million, compared to a net loss of $35.7 million for the third quarter of 2019. GAAP diluted EPS for the third quarter of 2020 reflected income of $1.51 per share, compared to loss of $3.07 per share for the third quarter of 2019.

Adjusted EBITDA
(1)
:

Adjusted EBITDA for the third quarter of 2020 was $13.7 million, compared to $20.9 million for the third quarter of 2019.

Adjusted EBITDA: (1)        
(000’s)        
 
For the Three Months Ended September


 


30,
 
   
2020
   
2019
 
% Change
 
         
GAAP Operating Income (Loss) $ 66,351   $ (8,115 )    
Add:        
stock-based compensation expense   196     363      
depreciation and amortization   315     421      
contract asset write offs, net   581     3,634      
impairment charges   21,959     17,000      
gain on sale of trademarks and investments   (74,105 )        
special charges   460     9,084      
non-controlling interest   (976 )   (1,482 )    
non-controlling interest related to D&A and impairment   (1,067 )   (7 )    
    (52,637 )   29,013      
         
Adjusted EBITDA $ 13,714   $ 20,899   -34 %  
Adjusted EBITDA Margin (2)   56 %   59 %    
         
Adjusted EBITDA: (1)        
(000’s)        
 
For the Nine Months Ended September


 


30,
 
   
2020
   
2019
 
% Change
 
         
GAAP Operating Income (Loss) $ 65,047   $ 28,857      
Add:        
stock-based compensation expense   608     761      
depreciation and amortization   894     1,393      
gain on sale of trademarks and investments   (75,705 )        
contract asset write offs, net   700     3,634      
impairment charges   40,954     17,000      
special charges   9,303     15,063      
non-controlling interest   (3,555 )   (7,017 )    
non-controlling interest related to D&A and impairment   (1,496 )   (19 )    
    (28,297 )   30,815      
         
Adjusted EBITDA $ 36,750   $ 59,672   -38 %  
Adjusted EBITDA Margin (2)   49 %   56 %    
         

Balance Sheet and Liquidity:

(000’s) September
 
30, 2020
  December
 
31, 2019
 
Cash Summary:        
Unrestricted Domestic, Canada and China (Wholly Owned) $ 48,370   $ 29,144  
Unrestricted Luxembourg (Wholly Owned)   14,813        17,023  
Unrestricted in consolidated JV’s       7,347         9,298  
Restricted Cash      12,760        15,946  
Total Cash $ 83,290   $ 71,411  
         
Debt Summary:        
Senior Secured Notes due January 2043* $ 323,876   $ 338,130  
Variable Funding Note due January 2043      100,000     100,000  
5.75% Convertible Notes due August 2023       94,430         94,430  
Senior Secured Term Loan due August 2022 **   116,420     175,600  
Payroll Protection Plan Loan        1,307      
Total Debt (Face Value) $ 636,033   $ 708,160  
         
*- The legal final maturity of the Securitization Notes is in January of 2043, as the Company did not repay or refinance the Securitization Notes prior to the anticipated repayment date. Therefore, beginning in January 2020, the Company is no longer required to make previously designated contractual principal payments. Future principal payments are formulaically based on a percentage of receipts of royalty revenue, and as such are subject to market factors outside of the Company’s control. There can be no assurance that all or any future principal payments projected for the Senior Secured Notes will be made in accordance with the projections provided.  
**- As a result of the completion of the sale of Starter China, the Company received $15.6 million of net proceeds, and on October 4, 2020, repaid $11.7 million of Senior Secured Term Loan principal not reflected above.  

Fiscal 2020 Outlook

Due to the impact that COVID-19 is having across the globe, and the rapid and continuous economic developments, we are not providing guidance for fiscal year 2020 at this time. The impact of COVID-19 on our business could be material to our operating results, cash flows and financial condition. Due to the evolving and uncertain nature of this situation, we are not able to estimate the full extent of the impact on Iconix’s operating results, cash flows and financial condition. We will provide additional updates as the situation warrants.

About Iconix Brand Group, Inc.

Iconix Brand Group, Inc. owns, licenses and markets a portfolio of consumer brands including: CANDIE’S ®, BONGO ®, JOE BOXER ®, RAMPAGE ®, MUDD ®, MOSSIMO ®, LONDON FOG ®, OCEAN PACIFIC ®, DANSKIN ®, ROCAWEAR ®, CANNON ®, ROYAL VELVET ®, FIELDCREST ®, CHARISMA ®, STARTER ®, WAVERLY ®, ZOO YORK ®, UMBRO ®, LEE COOPER ®, ECKO UNLTD. ®, MARC ECKO ®, ARTFUL DODGER ®, and HYDRAULIC®. In addition, Iconix owns interests in the MATERIAL GIRL ®, ED HARDY ®, TRUTH OR DARE ®, MODERN AMUSEMENT ®, BUFFALO ® and PONY ® brands. The Company licenses its brands to a network of retailers and manufacturers. Through its in-house business development, merchandising, advertising and public relations departments, Iconix manages its brands to drive greater consumer awareness and brand loyalty.

Forward-Looking Statements

In addition to historical information, this press release contains forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include projections regarding the Company’s beliefs and expectations about future performance and, in some cases, may be identified by words like “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek” and similar terms or phrases. These statements are based on the Company’s beliefs and assumptions, which in turn are based on information available as of the date of this press release. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement and could harm the Company’s business, prospects, results of operations, liquidity and financial condition and cause its stock price to decline significantly. Many of these factors are beyond the Company’s ability to control or predict. Important factors that could cause the Company’s actual results to differ materially from those indicated in the forward-looking statements include, among others: the occurrence of any strategic transaction and the impact of any potential strategic transaction, including acquisitions or dispositions, the ability of the Company’s licensees to maintain their license agreements or to produce and market products bearing the Company’s brand names, the Company’s ability to retain and negotiate favorable licenses, the Company’s ability to meet its outstanding debt obligations, the impact of COVID-19 on our and our licensees’ business, results of operations, financial condition and liquidity and the impact of COVID-19 on global production, manufacturing, distribution and sales and the events and risks referenced in the sections titled “Risk Factors” in the Company’s Annual Report on Form 10K for the year ended December 31, 2019 and subsequent Quarterly Reports on Form 10Q and in other documents filed or furnished with the Securities and Exchange Commission. Our forward-looking statements do not reflect the potential impact of any acquisitions, mergers, dispositions, business development transactions, joint ventures or investments we may enter into or make in the future. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements are made only as of the date hereof and the Company undertakes no obligation to update or revise publicly any forward-looking statements, except as required by law.

Media contact:
John T. McClain  
Executive Vice President and Chief Financial Officer  
Iconix Brand Group, Inc.  
[email protected]
212-730-0030

Unaudited Consolidated Statement of Operations

(000’s, except earnings per share data)

    For the Three Months Ended September
 
30,
    For the Nine Months Ended September
 
30,
   
    2020     2019     2020     2019    
Licensing revenue   $ 24,462     $ 35,471     $ 74,688     $ 105,806    
Selling, general and administrative expenses     9,915       26,318       42,043       60,846    
Depreciation and amortization     315       421       894       1,393    
Equity (earnings) loss on joint ventures     27       (153 )     1,455       (2,290 )  
Gain on sale of investment                 (1,600 )        
Gain on sale of trademarks     (74,105 )           (74,105 )        
Investment impairment     17,145       17,000       17,245       17,000    
Trademark impairment     4,814             23,709          
Operating income (loss)     66,351       (8,115 )     65,047       28,857    
Other expenses (income):                                  
Interest expense     18,489       14,430       52,249       43,399    
Interest (income)     (1 )     (96 )     (51 )     (259 )  
Other (income) loss, net     (285 )     11,971       1,851       (6,821 )  
Foreign currency translation loss     531       391       596       760    
Other expenses – net     18,734       26,696       54,645       37,079    
Income (loss) before income taxes     47,617       (34,811 )     10,402       (8,222 )  
Provision (Benefit) for income taxes     915       (585 )     39       1,253    
Net income (loss)     46,702       (34,226 )     10,363       (9,475 )  
Less: Net income attributable to non-controlling interest     976       1,482       3,555       7,017    
Net income (loss) attributable to Iconix Brand Group, Inc.   $ 45,726     $ (35,708 )   $ 6,808     $ (16,492 )  
                                   
Earnings (loss) per share:                                  
Basic   $ 3.66     $ (3.07 )   $ 0.55     $ (1.62 )  
Diluted   $ 1.51     $ (3.07 )   $ 0.37     $ (1.62 )  
Weighted average number of common shares outstanding:                                  
Basic     12,517       11,631       12,051       10,169    
Diluted     31,189       11,631       33,801       10,169    


Footnotes

(1)   Adjusted EBITDA is a non-GAAP financial measure, which represents operating income excluding stock-based compensation (benefit) expense, depreciation and amortization, impairment charges, special charges related to potential settlement and professional fees incurred as a result of cooperation with the Staff of the SEC, the SEC and related SDNY investigations, internal investigations, the previously disclosed class action and derivative litigations and costs related to the transition of Iconix management. The Company believes Adjusted EBITDA is a useful financial measure in evaluating its financial condition because it is more reflective of the Company’s business purpose, operations and cash expenses. Uses of cash flows that are not reflected in Adjusted EBITDA include interest payments and debt principal repayments, which can be significant. As a result, Adjusted EBITDA should not be considered as a measure of our liquidity. Other companies that provide Adjusted EBITDA information may calculate EBITDA and Adjusted EBITDA differently than we do. The definition of Adjusted EBITDA may not be the same as the definitions used in any of our debt agreements.

Adjusted EBITDA Reconciliation
For
the Three Months Ended September
 
30, (1):
  GAAP Operating Income   Impairment

Charges
  Special Charges   Gain on sale of Trademarks & Investments   Depreciation & Amortization   Stock Compensation   Contract Asset Impairment   Non-controlling Interest, net   Adjusted EBITDA
($, 000s)
2020
 
2019
   
2020

2019
 
2020

2019
 
2020
 
2019
 
2020

2019
 
2020

2019
 
2020

2019
   
2020
 
2019
   
2020
 
2019
 
Women’s 6,207   9,988     570             117           6,777   10,105  
Men’s (1,249 ) 5,277     4,244         13     (144 )   (1,473 ) (1,843 )   1,522   3,303  
Home 3,588   2,990                 1   8           3,588   2,999  
International 6,556   6,243             67 69   4   581 3,653     (611 ) (947 )   6,593   9,022  
Corporate 51,249   (32,613 )   17,145 17,000   460 9,084   (74,105 )   248 339   196 358       41   1,302     (4,766 ) (4,530 )
Total Income 66,351   (8,115 )   21,959 17,000   460 9,084   (74,105 )   315 421   196 363   581 3,634     (2,043 ) (1,488 )   13,714   20,899  
                                                     
                                                     
                                                     
Adjusted EBITDA Reconciliation
For
the Nine Months Ended September
 
30, (1):
                                   
  GAAP Operating Income   Impairment Charges   Special Charges   Gain on sale of Trademarks & Investments   Depreciation & Amortization   Stock Compensation   Contract Asset Impairment   Non-controlling Interest, net   Adjusted EBITDA
($, 000s)
2020
 
2019
   
2020

2019
 
2020

2019
 
2020
 
2019
 
2020

2019
 
2020

2019
 
2020

2019
   
2020
 
2019
   
2020
 
2019
 
Women’s 5,750   26,237     10,638             63 117           16,451   26,354  
Men’s 4,593   17,775     4,348   637       4 37     16 (144 )   (3,741 ) (6,821 )   5,857   10,847  
Home 4,512   9,777     5,152           1 4   5 8           9,670   9,789  
International 14,569   25,432     3,548         198 230   2 10   616 3,653     (1,264 ) (3,004 )   17,669   26,321  
Corporate 35,623   (50,364 )   17,268 17,000   8,666 15,063   (75,705 )   692 1,126   605 747       (46 ) 2,789     (12,897 ) (13,639 )
Total Income 65,047   28,857     40,954 17,000   9,303 15,063   (75,705 )   894 1,393   608 761   700 3,634     (5,051 ) (7,036 )   36,750   59,672  
                                                     

(2) Adjusted EBITDA margin is a non-GAAP financial measure, which represents Adjusted EBITDA as a percentage of revenue. The Company believes Adjusted EBITDA margin is a useful financial measure in evaluating its financial condition because it is more reflective of the Company’s business purpose, operations and cash expenses. Uses of cash flows that are not reflected in Adjusted EBITDA margin include interest payments and debt principal repayments, which can be significant. As a result, Adjusted EBITDA margin should not be considered as a measure of our liquidity. Other companies that provide Adjusted EBITDA margin information may calculate EBITDA margin and Adjusted EBITDA margin differently than we do. The definition of Adjusted EBITDA margin may not be the same as the definitions used in any of our debt agreements.



Peridot Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares and Warrants Commencing November 16, 2020

HOUSTON, Nov. 16, 2020 (GLOBE NEWSWIRE) — Peridot Acquisition Corp. (NYSE: PDAC.U) (the “Company”) announced that, commencing November 16, 2020, holders of the units sold in the Company’s initial public offering of 30,000,000 units, completed on September 28, 2020, may elect to separately trade the Class A ordinary shares and warrants included in the units. Any units not separated will continue to trade on the New York Stock Exchange (the “NYSE”) under the symbol “PDAC.U,” and the separated Class A ordinary shares and warrants are expected to trade on the NYSE under the symbols “PDAC” and “PDAC WS,” respectively. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Unitholders will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into Class A ordinary shares and warrants.

The units were initially offered by the Company in an underwritten offering. UBS Securities LLC and Barclays Capital Inc. acted as joint book-running managers and Tudor, Pickering, Holt & Co. Securities acted as co-manager of the offering. A registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission (the “SEC”) on September 23, 2020.

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.

About
Peridot Acquisition Corp.

Peridot Acquisition Corp. is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company is targeting companies that focus on environmentally sound infrastructure, industrial applications and disruptive technologies that eliminate or mitigate greenhouse gas (GHG) emissions and/or enhance resilience to climate change. The Company’s sponsor is an affiliate of Carnelian Energy Capital Management, L.P., an investment firm that focuses on opportunities in the North American energy space in partnership with best-in-class management teams.

Forward-Looking Statements

This press release 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,” “estimate,” “expect,” “intend” and similar expressions identify forward-looking statements. 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 and prospectus relating to 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.

For more information,
please contact:

Peridot Acquisition Corp.
www.peridotspac.com
Jeffrey Gilbert
(713) 322-7321



Rubicon Organics Announces Acceleration of Warrant Expiry Date

Warrant acceleration may result in gross proceeds to the Company of up to $10.9 million

VANCOUVER, British Columbia, Nov. 16, 2020 (GLOBE NEWSWIRE) — Rubicon Organics Inc. (TSXV: ROMJ) (OTCQX: ROMJF) (“Rubicon Organics” or the “Company”), a licensed producer focused on cultivating and selling organic certified and premium cannabis, announces that it has elected to accelerate the expiry date of the common share purchase warrants issued on August 23, 2019 (the “Warrants”) under the warrant indenture between Odyssey Trust Company (the “Warrant Agent”) and the Company dated August 21, 2019 (the “Warrant Indenture”).  

“The exercise of these warrants allows Rubicon Organics to bolster its balance sheet and provides us additional capital to continue our rapid growth, particularly through offering new strains, brands and cannabis 2.0 products to the Canadian market. Our current expectation is that the Company will become operating cash flow positive in the first half of 2021 and, with all major capital projects complete, Rubicon Organics remains in a very strong financial position” said Jesse McConnell, Chief Executive Officer.

Accelerated Expiry Date

Pursuant to the terms of the Warrant Indenture, if the daily volume weighted average trading price of the Company’s shares on the TSX Venture Exchange equals or exceeds $3.80 for twenty (20) consecutive trading days (the “Acceleration Trigger”), the Company is entitled to accelerate the expiry date of the Warrants to a date thirty (30) days from the date notice of such acceleration is provided to holders of Warrants. The Company has delivered to holders of Warrants a notice of the occurrence of the Acceleration Trigger and its election to accelerate the expiry date of the Warrants to December 16, 2020 (the “Accelerated Expiry Date”).

Any Warrants that have not been exercised by
3
:00 p.m. (
Vancouver
time) on
December
16
, 2020 will automatically
be
cancelled.

As of November 13, 2020, 3,117,000 Warrants remain outstanding. Each Warrant entitles the holder to purchase one common share of the Company at $3.50. If all outstanding Warrants are exercised, gross proceeds to the Company will total $10,909,500, however, there can be no assurance that any of the Warrants will be exercised prior to the Accelerated Expiry Date.

Warrant holders who wish to exercise their Warrants should contact their investment advisor and submit an exercise notice form to the Warrant Agent. The contact details for the Warrant Agent is as follows: Odyssey Trust Company, Suite 350, 300 5th Avenue S.W., Calgary, Alberta, T2P 3C4, Tel: 1-587-885-0960.

ABOUT RUBICON ORGANICS INC.

Rubicon Organics Inc. is becoming the global brand leader in organic cannabis products. Through its wholly owned subsidiary Rubicon Holdings Corp, a licensed producer, the Company cultivates and sells organic certified, sustainably grown, super-premium cannabis from its state-of-the-art hybrid greenhouse located in Delta, BC, Canada. Rubicon Organics is focused on achieving industry leading profitability through the development of brands and cannabis 2.0 products, including its flagship super-premium brand Simply BareTM Organic.

CONTACT INFORMATION

Margaret Brodie
Chief Financial Officer
Phone: +1 (437) 929-1964
Email: [email protected]

The TSX Venture Exchange, its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) does not accept responsibility for the adequacy or accuracy of this press release.

Cautionary Statement Regarding Forward Looking Information

This press release contains forward-looking information within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, and statements such as the Company’s belief that the acceleration and exercise of the Warrants would provide the additional capital to continue its rapid growth through offering new strains, brands and cannabis 2.0 products; reaching cash flow positive in the first half of 2021; the Company’s expectation that if all outstanding Warrants are exercised, gross proceeds to the Company will total $10,909,500; the Company’s belief that it is becoming the global brand leader in organic cannabis products and the Company’s intention of achieving industry leading profitability are “forward-looking statements”. Forward-looking information can be identified by the use of words such as “will” or variations of such words or statements that certain actions, events or results “will” be taken, occur or be achieved. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, events or developments to be materially different from any future results, events or developments expressed or implied by such forward looking statements. The forward-looking information in this press release is based upon certain assumptions that management considers reasonable in the circumstances, including that its capital needs will be as currently projected. Risks and uncertainties associated with forward looking information in this press release include, among others, information or statements concerning the Company’s expectations of financial resources available to fund operations; Rubicon Organics’ limited operating history and lack of historical profits; obtaining the necessary regulatory approvals; that regulatory requirements will be maintained; general business and economic conditions; the Company’s ability to successfully execute its plans and intentions; the Company’s ability to obtain financing at reasonable terms through the sale of equity and/or debt commitments; the Company’s ability to attract and retain skilled staff; market competition; the products and technology offered by the Company’s competitors; that our current relationships with our suppliers, service providers and other third parties will be maintained; and the impact of the current global health crisis caused by the COVID-19 pandemic. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. Although Rubicon Organics has attempted to identify important risk factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other risk factors that cause actions, events or results to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in forward-looking statements. Rubicon Organics assumes no obligation to update any forward-looking statement, even if new information becomes available as a result of future events, new information or for any other reason except as required by law.