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CAESAREA, Israel, August 17, 2017 — DarioHealth Corp. (NASDAQ: DRIO), a leading global digital health Company with mobile health and big data solutions, announced today that it has signed securities purchase agreements with domestic and non-U.S. investors for the sale of shares of the Company’s common stock and shares of the Company’s newly designated Series B Convertible Preferred Stock in concurrent private placement offerings. The Company expects to conduct a closing with respect to the offerings on or before August 22, 2017. Current shareholders have executed securities purchase agreements accounting for 54% of the securities to be sold in the offerings.
As a part of these private placement transactions, which totals $4.28 million in the aggregate before expenses and placement agent fees, the Company will issue 483,333 shares of common stock at a price per share of $1.80 and 1,894,446 shares of Series B Convertible Preferred Stock at a price per share of $1.80. The Series B Preferred Stock is convertible into shares of the Company’s common stock at a 1:1 ratio and provides for a 6% dividend payable upon the conversion of the preferred shares. The holders of the Series B Preferred Stock will not be entitled to convert such preferred stock into shares of the Company’s common stock until the Company obtains stockholder approval for such issuance. The Company has agreed to file a registration statement covering the resale of the shares of common stock sold in the offering, the shares of common stock underlying the Series B Convertible Preferred Stock and the shares of common stock issuable upon the payment of the dividend, within 60 days of closing.
The private placement was managed by the Company with the assistance of Aegis Capital Corp., which acted as the placement agent for a portion of the offerings.
The securities described herein have not been registered under the Securities Act of 1933, as amended, and may not be sold in the United States absent registration or an applicable exemption from the registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale of these securities in any state or other 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 DarioHealth Corp.
DarioHealth Corp. is a leading global digital health company serving tens of thousands of users with dynamic mobile health solutions. We believe people deserve the best tools to manage their treatment, and harnessing big data, we have developed a unique way for our users to analyze and personalize their diabetes management. With our smart diabetes solution, users have direct access to track and monitor all facets of diabetes, without having the disease slow them down. The acclaimed Dario™ Blood Glucose Monitoring System all-in-one blood glucose meter and native smartphone app gives users an unrivaled method for self-diabetes management. DarioHealth is headquartered in Caesarea, Israel with a regional office in Burlington, Massachusetts. For more information, visit http://mydario.investorroom.com/.
Cautionary Note Regarding Forward-Looking Statements
This news release and the statements of representatives and partners of DarioHealth Corp. (the “Company”) related thereto contain or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “plan,” “project,” “potential,” “seek,” “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue” are intended to identify forward-looking statements. For example, forward-looking statements are used in this press release when the Company discusses the proposed timing of the closing of the offerings. Readers are cautioned that certain important factors may affect the Company’s actual results and could cause such results to differ materially from any forward-looking statements that may be made in this news release. Factors that may affect the Company’s results include, but are not limited to, regulatory approvals, product demand, market acceptance, impact of competitive products and prices, product development, commercialization or technological difficulties, the success or failure of negotiations and trade, legal, social and economic risks, and the risks associated with the adequacy of existing cash resources. Additional factors that could cause or contribute to differences between the Company’s actual results and forward-looking statements include, but are not limited to, those risks discussed in the Company’s filings with the U.S. Securities and Exchange Commission. Readers are cautioned that actual results (including, without limitation, the timing for and results of the Company’s commercial and regulatory plans for Dario™) may differ significantly from those set forth in the forward-looking statements. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
DarioHealth Corporate and Media Contact:
Shmuel Herschberg
Marketing Director
shmuel@mydario.com
+1-914-775-5548
DarioHealth Investor Relations Contact:
Hayden IR
Stephen Hart
DRIO@HaydenIR.com
+1-917-658-7878
Instant payments module to reach a rapidly growing market of instant messaging (IM) users
MIAMI, FL–(Aug 17, 2017) – Net Element, Inc. (NASDAQ: NETE) (“Net Element” or the “Company”), a global financial technology and value-added solutions group that supports electronic payments acceptance in an omni-channel environment spanning across point-of-sale (POS), e-commerce and mobile devices, today announces that its PayOnline subsidiary has launched a payment acceptance module for four popular instant messenger applications: Telegram, Viber, Facebook and VK.
PayOnline’s Instant Payments Module is made possible through a collaboration with Botmother, a cross-platform which allows its users to quickly set up chat-bots for four popular instant messengers without the knowledge of programming languages or need to write lengthy codes. Botmother is a visual designer for chat-bots, which helps to collect useful bots that work in several instant messengers such as Telegram, Viber, Facebook and VKontakte.
Chat-bots allow merchants to reduce customer support calls and inquiries by up to 80%, and create an effective marketing channel to share news and promote special offers. PayOnline’s Instant Payments Module for chat-bots is easy to use; a secure payment page opens directly in the mobile messenger, eliminating the need to go to a browser. The commercial terms for payments in chat-bots are similar to the standard conditions for Internet acquiring.
“Chat-bots can be created for different purposes: to reduce the cost of customer support, improve corporate image or to increase sales. We at Botmother believe that bots with sales functions are the most useful technology application. This is a new automated channel for selling products and services where users spend a large part of their time in instant messengers,” says Sergey Budyakov, one of the creators of the Botmother platform. “We are glad that our colleagues at PayOnline decided to offer their customers such a service using our designer platform. We believe that the future is for bots that will save entrepreneurs from routine and simplify the lives of ordinary people. We plan to create new tools for developing the next generation of bots for smart devices such as smart glasses, smart contact lenses and other devices enhanced with artificial intelligence. We are ready to adapt and are confident that our design will be suitable for most bot platforms of the future – along with payments via PayOnline.”
The incorporation of chat-bots to instant messenger applications represents a global opportunity; the instant messaging market is in the midst of unprecedented growth, with a user base expected to increase from over 3.2 billion users in 2016 to over 4.1 billion by end of 2020, according to The Radicati Group Inc.
About Net Element
Net Element, Inc. (NASDAQ: NETE) operates a payments-as-a-service transactional and value-added services platform for small to medium enterprise (“SME”) in the US and selected emerging markets. In the US it aims to grow transactional revenue by innovating SME productivity services such as its cloud based, restaurant and retail point-of-sale solution Aptito. Internationally, Net Element’s strategy is to leverage its omni-channel platform to deliver flexible offerings to emerging markets with diverse banking, regulatory and demographic conditions such as UAE, Kazakhstan, Kyrgyzstan and Azerbaijan where initiatives have been recently launched. Net Element was named in 2016 by South Florida Business Journal as one of the fastest growing technology companies. Further information is available at www.netelement.com.
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. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, whether the referenced payment acceptance module for instant messenger applications will be beneficial to the Company, whether Net Element can secure any additional financing and if such additional financing will be adequate to meet the Company’s objectives. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Net Element and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to: (i) Net Element’s ability (or inability) to obtain additional financing in sufficient amounts or on acceptable terms when needed; (ii) Net Element’s ability to maintain existing, and secure additional, contracts with users of its payment processing services; (iii) Net Element’s ability to successfully expand in existing markets and enter new markets; (iv) Net Element’s ability to successfully manage and integrate any acquisitions of businesses, solutions or technologies; (v) unanticipated operating costs, transaction costs and actual or contingent liabilities; (vi) the ability to attract and retain qualified employees and key personnel; (vii) adverse effects of increased competition on Net Element’s business; (viii) changes in government licensing and regulation that may adversely affect Net Element’s business; (ix) the risk that changes in consumer behavior could adversely affect Net Element’s business; (x) Net Element’s ability to protect its intellectual property; (xi) local, industry and general business and economic conditions; (xii) adverse effects of potentially deteriorating U.S.-Russia relations, including, without limitation, over a conflict related to Ukraine, including a risk of further U.S. government sanctions or other legal restrictions on U.S. businesses doing business in Russia. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K and the subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K filed by Net Element with the Securities and Exchange Commission. Net Element anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Net Element assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.
JERUSALEM, August 16, 2017 —
Intec Pharma Ltd. (NASDAQ and TASE: NTEC) today announced the pricing of an underwritten public offering of approximately 10.6 million of its ordinary shares at a public offering price of $4.70 per ordinary share. The gross proceeds of the offering are expected to be approximately $50.0 million, before deducting underwriting discounts and commissions and other estimated offering expenses.
The offering is expected to close on or about August 21, 2017, subject to customary closing conditions. Intec Pharma has granted the underwriters a 30-day option to purchase up to approximately 1.6 million additional ordinary shares to cover over-allotments.
Oppenheimer & Co. Inc. is acting as the sole book-running manager, Roth Capital Partners is acting as lead manager, and Maxim Group is acting as co-manager in the offering.
If the over-allotment option is exercised in full, gross proceeds of the offering, before deducting underwriting discounts and commissions and other estimated offering expenses, are expected to be approximately $57.5 million.
Intec Pharma intends to use the net proceeds from this offering to fund its Phase III clinical trial for Accordion Pill Carbidopa/Levodopa, the company’s leading product candidate for the indication of treatment of Parkinson’s disease symptoms in advanced Parkinson’s disease patients, for working capital and for general corporate purposes.
The ordinary shares described above will be issued pursuant to a registration statement on Form F-3 previously filed with and subsequently declared effective by the Securities and Exchange Commission (SEC) on June 19, 2017. A preliminary prospectus supplement and accompanying prospectus relating to the offering was filed with the SEC and is available on the SEC’s website at http://www.sec.gov.
Before buying any ordinary shares of Intec Pharma in the offering, you should carefully read the preliminary prospectus supplement and the accompanying prospectus, together with the information incorporated by reference therein. These documents contain important information that you should consider when making your investment decision. Copies of the preliminary prospectus supplement and the accompanying prospectus relating to these ordinary shares may be obtained from Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, New York, 10004, or by telephone, at 212-667-8563, or e-mail at EquityProspectus@opco.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Intec Pharma Ltd.
Intec Pharma is a clinical-stage biopharmaceutical company focused on developing drugs based on its proprietary Accordion Pill platform technology. The Company’s Accordion Pill is an oral drug delivery system that is designed to improve the efficacy and safety of existing drugs and drugs in development by utilizing an efficient gastric retention and specific release mechanism. The Company’s product pipeline includes two product candidates in clinical trial stages: Accordion Pill Carbidopa/Levodopa, or AP-CD/LD, which is being developed for the treatment of Parkinson’s disease symptoms in advanced Parkinson’s disease patients, and AP-CBD/THC, an Accordion Pill with the two primary cannabinoids contained in Cannabis sativa, cannabidiol (CBD) and tetrahydrocannabinol (THC), which is being developed for various indications including low back neuropathic pain and fibromyalgia.
Safe Harbor Statement
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements within the meaning of the federal securities laws. This press release contains forward-looking statements about the Company’s expectations, beliefs and intentions. Forward-looking statements can be identified by the use of forward-looking words such as “believe,” “expect,” “intend,” “plan,” “may,” “should,” “could,” “might,” “seek,” “target,” “will,” “project,” “forecast,” “continue” or “anticipate” or their negatives or variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical matters, and include statements regarding the proposed public offering and the intended use of proceeds from the offering. These 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 the company undertakes 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 and uncertainties, many of which are outside of the company’s control. 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 the company’s filings with the Securities and Exchange Commission, and include the following: the company’s ability to develop and commercialize its product candidates and obtain additional financing necessary therefor; the length, cost and uncertain results of the company’s clinical trials; including uncertainty regarding the Company’s ability to enroll the required number of patients therein; whether the Company will be able to complete the offering of ordinary shares, market conditions, and the Company’s ability to fulfill required closing conditions; the potential of adverse side effects, other safety risks, or legal prohibitions on the use of certain products in certain jurisdictions that could preclude the approval of the company’s drug candidates; the availability of reimbursement from government authorities and health insurance companies for the company’s products; the impact of product liability lawsuits; and the influence of extensive and costly government regulation.
Contacts:
Jeffrey A. Meckler
Chief Executive Officer
Intec Pharma Ltd.
+1-646-374-8050
jeffrey@intecpharma.com
Anne Marie Fields
Senior Vice President
LHA Investor Relations
+1-212-838-3777
afields@lhai.com
AUSTIN, Texas, Aug. 16, 2017 — Xplore Technologies Corp. (NASDAQ:XPLR) today announced that it has appointed Robert N. McFarland as a director of the Company. McFarland will fill the vacancy left by the previously announced resignation of Brian E. Usher-Jones, who agreed to continue to serve on the Board of Directors until his replacement was identified and duly appointed or elected to the Board of Directors. McFarland qualifies as an independent director, as defined under The NASDAQ Stock Market Rules.
Phil Sassower, Chairman of Xplore, said: “Bob brings extensive executive management experience with domestic and international enterprises, as well as years of experience with federal government IT services. We look forward to his insights as an independent director as we work to grow revenue in both current and prospective market opportunities. We also wish to thank Brian Usher-Jones for many years of dedicated service as a member of Xplore’s board. Brian has been a key part of our development over the years, and we wish him well.”
Most recently, McFarland served as Assistant Secretary for Information and Technology in the Department of Veterans Affairs (VA) from January 2004 through his retirement in 2006. In this role, he served as Chief Information Officer, advising the Secretary of Veterans Affairs on all matters pertaining to acquisition and management of IT systems. He was also responsible for overseeing operation of the VA’s computer systems and telecommunication networks for medical information, veterans’ benefits payments, life insurance programs and financial management systems.
Prior to his tenure at the VA, McFarland served as vice president of governmental relations for Dell Computer Corporation. He joined Dell in 1996 as vice president and general manager of the federal business segment. He held several senior executive positions at Dell, including managing the company’s global segment, large corporate accounts and government sector. Under his leadership, Dell became the number one supplier of computer systems to the federal government. In 1998 McFarland was named to the “Federal 100” – a joint government and industry award designating the top 100 executives in the federal marketplace.
McFarland’s information technology career also includes executive experience with additional domestic and international enterprises, including senior vice president for the Cerplex Group, Inc., of Southern California, a provider of outsourcing for electronics repair and distribution, and vice president of the Asia Pacific and Middle East regions of AST Research, Inc.
About Xplore Technologies
Xplore is The Rugged Tablet Authority™, exclusively manufacturing powerful, long-lasting, and customer-defined rugged tablet PCs since 1996. Today, Xplore offers the broadest portfolio of genuinely rugged tablets – and the most complete lineup of rugged tablet accessories – on Earth. Its mobility solutions are purpose-built for the energy, utilities, telecommunications, military and defense, manufacturing, distribution, public safety, healthcare, government, and field service sectors. The company’s award-winning military-grade computers are also among the most powerful and longest lasting in their class, built to withstand nearly any hazardous condition or environmental extreme for years without fail. Visit www.xploretech.com for more information on how Xplore and its global channel partners engineer complete mobility solutions to meet specialized workflow demands. Follow us on Twitter, Facebook, LinkedIn, and YouTube.
Forward Looking Statements
This news release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions are intended to identify forward-looking statements. Such statements reflect Xplore’s current views with respect to future events and are subject to such risks and uncertainties. Many factors could cause actual results to differ materially from the statements made including those factors detailed from time to time in filings made by Xplore with securities regulatory authorities. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated or expected. Xplore does not intend and does not assume any obligation to update these forward-looking statements.

Contact Information:
Tom Wilkinson, Chief Financial Officer
Phone: (512) 637-1162
Email: twilkinson@xploretech.com
Matt Kreps, Darrow Associates Investor Relations
Phone: (512) 696-6401
Email: xplr@darrowir.com
One of the Northeast’s Largest Health Plans Adds Coverage for ThyraMIR®
PARSIPPANY, N.J., Aug. 16, 2017 — Interpace Diagnostics Group, Inc. (NASDAQ:IDXG) (“Interpace” or “the Company”), a fully integrated commercial company that provides clinically useful molecular diagnostic tests and pathology services for improved patient diagnosis and management, announced today that Oxford Health Plans will cover Interpace’s ThyraMIR® test for indeterminate thyroid nodules effective August 1, 2017. Oxford Health Plans, a UnitedHealthcare company, offers health care benefits to employers and individuals primarily in New York, New Jersey, and Connecticut making it one of the largest health plans in the heavily populated tri-state Region. Oxford’s commercial insured products and services include traditional health maintenance organizations, preferred and exclusive provider organizations, point-of-service plans and consumer-driven health plans. In addition, Oxford also offers Medicare plans and third-party administration of employer-funded benefits plans.
With the addition of Oxford’s members, ThyraMIR is now covered for over 250 million lives nationwide, including through Medicare, National, and Regional health plans. This follows the Company’s recent announcement of its National contract with Aetna for its ThyGenX® and ThyraMIR products along with the approval by Cigna of ThyGenX.
The ThyGenX® – ThyraMIR® combination represents the only test in the market that includes the rule-in properties of next-generation sequencing of a patient’s DNA and RNA along with the rule-out capabilities of a micro-RNA classifier to provide physicians with clinically actionable test results. Based on current performance, approximately 90% of the Company’s ThyGenX cases are reflexed to ThyraMir for additional assessment. The Company first launched ThyraMIR on April 15, 2015 making it available to Endocrinologists and Pathologists throughout the country. Since then, the Company has conducted over 15,000 ThyraMIR tests for nearly 400 physicians and hospitals nationwide.
According to the American Cancer Society, thyroid cancer is the most rapidly increasing cancer in the U.S., tripling in the past three decades. Most physicians have traditionally recommended thyroid surgery where thyroid nodule biopsy results are indeterminate, not clearly benign or malignant, following traditional cytopathology review; however, 70%-80% of these surgical outcomes are ultimately benign. Molecular testing using ThyGenX – ThyraMIR has been shown to reduce the rate of unnecessary surgeries in indeterminate cases.
Jack E. Stover, President and CEO of Interpace Diagnostics stated, “Oxford’s determination to cover ThyraMIR follows a steady stream of payers that have recognized the value that both of our Thyroid products play in identifying the appropriate patients for surgery.” “We are pleased that Oxford has joined the growing list of health plans that cover ThyraMIR and their members in New York, New Jersey, and Connecticut will now have access to its benefits.”
About Thyroid Nodules, ThyGenX and ThyraMIR Testing
According to the American Thyroid Association, approximately 20% of the 525,000 thyroid fine needle aspirations (FNAs) performed on an annual basis in the U.S. are indeterminate for malignancy based on standard cytological evaluation, and thus are candidates for ThyGenX and ThyraMIR.
ThyGenX and ThyraMIR reflex testing yields high predictive value in determining the presence and absence of cancer in thyroid nodules. The combination of both tests can improve risk stratification and surgical decision-making when standard cytopathology does not provide a clear diagnosis for the presence of cancer.
ThyGenX utilizes state-of-the-art next-generation sequencing (NGS) to identify more than 100 genetic alterations associated with papillary and follicular thyroid carcinomas, the two most common forms of thyroid cancer. ThyraMIR is the first microRNA gene expression classifier. MicroRNAs are small, non-coding RNAs that bind to messenger RNA and regulate expression of genes involved in human cancers, including every subtype of thyroid cancer. ThyraMIR measures the expression of 10 microRNAs. ThyGenX and ThyraMIR are covered by both Medicare and Commercial insurers.
About Interpace Diagnostics Group, Inc.
Interpace Diagnostics is a fully integrated commercial company that provides clinically useful molecular diagnostic tests and pathology services for evaluating risk of cancer by leveraging the latest technology in personalized medicine for better patient diagnosis and management. The Company currently has three commercialized molecular tests; PancraGEN® for the diagnosis and prognosis of pancreatic cancer from pancreatic cysts; ThyGenX, for the diagnosis of thyroid cancer from thyroid nodules utilizing a next generation sequencing assay and ThyraMIR, for the diagnosis of thyroid cancer from thyroid nodules utilizing a proprietary gene expression assay. Interpace Diagnostics’ mission is to provide personalized medicine through molecular diagnostics and innovation to advance patient care based on rigorous science.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, relating to our future financial and operating performance. The company has attempted to identify forward looking statements by terminology including “believes,” “estimates,” “anticipates,” “expects,” “plans,” “projects,” “intends,” “potential,” “may,” “could,” “might,” “will,” “should,” “approximately” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are based on current expectations, assumptions and uncertainties involving judgments about, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control. These statements also involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results to be materially different from those expressed or implied by any forward-looking statement. Known and unknown risks, uncertainties and other factors include, but are not limited to, our ability to adequately finance the business, our ability to restructure our liabilities and other obligations, the market’s acceptance of our molecular diagnostic tests; our ability to retain or secure reimbursement, our ability to secure additional business and generate higher profit margins through sales of our molecular diagnostic tests, in-licensing or other means, projections of future revenues, growth, gross profit and anticipated internal rate of return on investments and our ability to maintain our NASDAQ listing. Additionally, all forward-looking statements are subject to the risk factors detailed from time to time in the Company’s periodic filings with the Securities and Exchange Commission (SEC), including without limitation, the Annual Report on Form 10-K filed with the SEC on March 31, 2017 and the amendment on Form 10-K/A filed on April 28, 2017, the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed with the SEC on May 12, 2017, and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filed with the SEC on August 10, 2017. Because of these and other risks, uncertainties and assumptions, undue reliance should not be placed on these forward-looking statements. In addition, these statements speak only as of the date of this press release and, except as may be required by law, the Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.

CONTACTS:
Interpace Diagnostics
Investor Relations:
Paul Kuntz – RedChip
paul@redchip.com
NEW YORK, Aug. 16, 2017 — The Nasdaq Stock Market® (Nasdaq:NDAQ) announced that trading was halted today in Digiliti Money Group, Inc. (Nasdaq:DGLT) at 11:53:40 Eastern Time for “additional information requested” from the company at a last sale price of $1.0464.
Trading will remain halted until Digiliti Money Group, Inc. has fully satisfied Nasdaq’s request for additional information.
For news and additional information about the company, please contact the company directly or check under the company’s symbol using InfoQuotesSM on the Nasdaq® Web site.
For more information about The Nasdaq Stock Market, visit the Nasdaq Web site at http://www.nasdaq.com.
NDAQO

Nasdaq Media Contact:
Emily Pan
emily.pan@nasdaq.com
Android Rugged Tablets Provide New Paperless Auditing, Records System
AUSTIN, Texas, Aug. 15, 2017 — Xplore Technologies Corp. (NASDAQ:XPLR) today announced that Vital Farms, the largest producer of pasture-raised eggs in the U.S. is now using its Android-powered XSLATE D10 rugged tablet platform to manage the more than 130 independent farms under its banner, enforce produce quality standards and maintain its USDA organic certifications. The D10s were delivered to Vital Farms earlier this year by Xplore partner DCT Mobile Solutions as part of its signature Scout Mobility suite, and has since enabled the organic farming cooperative to transfer critical business management systems into electronic form. Specifically, the Xplore rugged tablets are being used by Vital Farms’ inspectors to verify that its agricultural producers are maintaining the 104 different compliancy points required of organic-labeled operations.
“Though farmers still spend a lot of time in the field performing manual labor tasks, they benefit greatly from technology that reduces their manual labor requirements related to business processes that can be automated, such as routine inspections and record-keeping,” commented Mark Holleran, president and CEO of Xplore. “That is why Vital Farms is seeing such a significant payoff for their investment in the Xplore rugged tablet-based solution. They now have a centralized system through which their employees and suppliers can capture, aggregate and share data in real time, which brings more efficiency to all parties’ operations.”
Since the Xplore XSLATE D10 rugged tablet is dust-proof, water resistant and readable in direct sunlight, it is easy for Vital Farms’ auditors to schedule site visits, create and complete inspection checklists, and maintain up-to-date, easily accessible records about each of its independent growers while in the field. Plus, the XLATE D10 is extremely temperature tolerant. It can operate in extreme heat of Central Texas or the winters of the Midwest, which is important given that this organic cooperative is responsible for monitoring farms that span from Kansas, Oklahoma, Missouri and Illinois in the Midwest to Texas, Arkansas, Kentucky, Tennessee and Georgia in the South.
“Anyone in the organic agriculture business will tell you that it’s very expensive and exhausting to conduct audits of geographically disparate farming operations, and maintain compliance with the USDA’s strict regulations, using manual data management systems,” commented Jeff Hinds, vice president of food safety, quality, R&D, grower support, Vital Farms. “We knew that we would eventually gain more control over our collective farming operations, and our costs, once we moved to an electronic records system. However, the return on our investment for the Xplore rugged tablets, and really the total mobility solution, was near immediate. We couldn’t be happier with the value we’re receiving.”
The rugged tablet-based system is not only saving Vital Farms time and money in the management of its extensive paperwork requirements, but it is saving their growers the expense of uncertainty about how to resolve any issues that could hinder their organic certification status. For example, Vital Farms inspectors use the XSLATE D10’s built-in camera to capture pictures of their growers’ infractions, which helps both parties to more effectively recommend the best corrective actions.
“Not only can we identify and address our farmers’ infractions in real-time, but we actually have a better paper trail now than we did when we were using actual paper,” added Hinds.
As Holleran added: “It doesn’t matter your industry classification, every business that operates outside of a traditional four-walled, desk-based office environment needs real-time data management capabilities that only rugged mobile computers can provide.”
To learn more about Xplore’s Android-powered rugged tablet solutions, please visit www.xploretech.com/D10. To read the full Vital Farms case study: http://xploretech.com/vitalfarms
About Xplore Technologies
Xplore is The Rugged Tablet Authority™, exclusively manufacturing powerful, long-lasting, and customer-defined rugged tablet PCs since 1996. Today, Xplore offers the broadest portfolio of genuinely rugged tablets – and the most complete lineup of rugged tablet accessories – on Earth. Its mobility solutions are purpose-built for the energy, utilities, telecommunications, military and defense, manufacturing, distribution, public safety, healthcare, government, and field service sectors. The company’s award-winning military-grade computers are also among the most powerful and longest lasting in their class, built to withstand nearly any hazardous condition or environmental extreme for years without fail. Visit www.xploretech.com for more information on how Xplore and its global channel partners engineer complete mobility solutions to meet specialized workflow demands. Follow us on Twitter, Facebook, LinkedIn, and YouTube.
Forward-Looking Statements
This news release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions are intended to identify forward-looking statements. Such statements reflect Xplore’s current views with respect to future events and are subject to such risks and uncertainties. Many factors could cause actual results to differ materially from the statements made including those factors detailed from time to time in filings made by Xplore with securities regulatory authorities. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated or expected. Xplore does not intend and does not assume any obligation to update these forward-looking statements.

Vital Farms Contact Information:
Jeff Hinds
VP Food Safety, Quality Assurance, Compliance at Vital Farms
Jeff.hinds@vitalfarms.com
877-455-3063
DCT Mobile Solutions Contact Information:
Lacy Moore
Sales Support & Marketing
lmoore@dctkc.com
816.222.3884
Xplore Contact Information:
Debbie Russo
Director, Marketing
outboundmarketing@xploretech.com
NEW YORK, Aug. 15, 2017 — Avenue Therapeutics, Inc. (NASDAQ:ATXI) (“Avenue”), a Fortress Biotech (NASDAQ:FBIO) Company, today announced the appointment of Joseph Vazzano as Vice President of Finance and Corporate Controller (principal financial and accounting officer). Mr. Vazzano will assume the responsibilities previously held by Avenue’s Interim Chief Financial Officer, David Horin.
Lucy Lu, M.D., Avenue’s President and Chief Executive Officer, said, “We are delighted to welcome Joe to the Avenue team. He brings extensive financial and accounting expertise to the company, and I look forward to working with him to drive growth for our shareholders. In addition, I would like to thank David for his valuable contributions to Avenue, most notably the strategic guidance that enabled us to achieve a successful initial public offering in June.”
Mr. Vazzano joins Avenue from Intercept Pharmaceuticals, Inc., where he served as Assistant Corporate Controller and oversaw the expansion of the company’s finance and accounting department during its transition from development-stage to a fully integrated commercial organization. Prior to Intercept, Mr. Vazzano served as Assistant Controller at Pernix Therapeutics, where he successfully built an accounting and finance team after a corporate restructuring. Earlier in his career, Mr. Vazzano held roles of increasing responsibility in finance and accounting at NPS Pharmaceuticals, a publicly traded biotechnology company acquired by Shire Pharmaceuticals, and was a senior auditor at KPMG, LLP. Mr. Vazzano holds a B.S. in accounting from Lehigh University in Bethlehem, PA, and is a certified public accountant in New Jersey.
Mr. Vazzano stated, “I am excited to join Avenue at this dynamic time in the company’s development. I look forward to working with Avenue’s strong management team to advance the Phase 3 development and potential commercialization of its postoperative pain therapy IV tramadol in a financially efficient and successful manner.”
About Avenue Therapeutics
Avenue Therapeutics, Inc. (“Avenue”), a Fortress Biotech Company, is a specialty pharmaceutical company focused on the development and commercialization of an intravenous formulation of tramadol HCl (“IV tramadol”) for the management of postoperative pain. Avenue is headquartered in New York City. For more information, visit www.avenuetx.com.
About Fortress Biotech
Fortress Biotech, Inc. (“Fortress”) is a biopharmaceutical company dedicated to acquiring, developing and commercializing novel pharmaceutical and biotechnology products. Fortress develops and commercializes products both within Fortress and through certain of its subsidiary companies, also known as Fortress Companies. In addition to its internal development programs, Fortress leverages its biopharmaceutical business expertise and drug development capabilities and provides funding and management services to help the Fortress Companies achieve their goals. Fortress and the Fortress Companies may seek licensings, acquisitions, partnerships, joint ventures and/or public and private financings to accelerate and provide additional funding to support their research and development programs. For more information, visit www.fortressbiotech.com.
Forward-Looking Statements
This press release may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. Such statements include, but are not limited to, any statements relating to our growth strategy and product development programs and any other statements that are not historical facts. Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock value. Factors that could cause actual results to differ materially from those currently anticipated include: risks relating to our growth strategy; risks relating to the results of research and development activities; risks relating to the timing of starting and completing clinical trials; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; uncertainties relating to preclinical and clinical testing; our dependence on third-party suppliers; our ability to attract, integrate and retain key personnel; the early stage of products under development; our need for substantial additional funds; government regulation; patent and intellectual property matters; competition; as well as other risks described in our SEC filings. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as required by law.

Contacts:
Jaclyn Jaffe, Investor Relations
Avenue Therapeutics, Inc.
(781) 652‐4500
ir@avenuetx.com
Media Relations
Sarah Hall
Phase IV Communications
(215) 313-5638
sarah@phaseivcommunications.com
DALLAS, Aug. 15, 2017 — RMG Networks Holding Corporation (NASDAQ:RMGN), or RMG, a global leader in technology-driven visual communications, announced today that it completed the previously-announced 1-for-4 reverse split of its outstanding common stock following the market close on August 14, 2017. RMG common stock will begin trading on a split-adjusted basis at market open on August 15, 2017.
RMG’s common stock will continue to trade on The Nasdaq Capital Market under the symbol “RMGN” and will trade under a new CUSIP number of 74966K 300. As a result of the reverse stock split, every four pre-split shares of common stock outstanding have become one share of common stock. The reverse stock split reduced the number of shares of RMG’s outstanding common stock from approximately 44.6 million shares to approximately 11.2 million shares. The reverse split also applies to common stock issuable upon the exercise of RMG’s outstanding warrants and stock options.
RMG’s transfer agent, Continental Stock Transfer & Trust Company, which is also acting as the exchange agent for the reverse split, will provide instructions to shareholders with certificated shares regarding the process for exchanging share certificates. Shareholders with book-entry shares or who hold their shares in “street name” through a bank, broker, or other nominee will not need to take any action. Any fractional shares of common stock resulting from the reverse stock split will be rounded up to the nearest whole post-split share and no shareholders will receive cash in lieu of fractional shares.
Additional information about the reverse stock split can be found in RMG’s Current Report on Form 8-K being filed today with the Securities and Exchange Commission (SEC), a copy of which will be also available at www.sec.gov or in the Investor Relations section of RMG’s website at www.rmgnetworks.com.
© 2017 RMG Networks Holding Corporation. RMG, RMG Networks and its logo are trademarks and/or service marks of RMG Networks Holding Corporation.
About RMG
RMG (NASDAQ:RMGN) goes beyond traditional communications to help businesses increase productivity, efficiency and engagement through digital messaging. By combining best-in-class software, hardware, business applications and services, RMG offers a single point of accountability for integrated data visualization and real-time performance management. The company is headquartered in Dallas, Texas, with additional offices in the United States, United Kingdom and the United Arab Emirates. For more information, visit www.rmgnetworks.com.

Contact:
Investor
Brett Maas/Rob Fink
646-536-7331/646-415-8972
ir@rmgnetworks.com
or
Media
Gloria Lee
972-744-3958
gloria.lee@rmgnetworks.com
Transaction refocuses portfolio towards specialty markets where Company is competitively advantaged
INDIANAPOLIS, Aug. 14, 2017 — Calumet Specialty Products Partners, L.P. (NASDAQ: CLMT) (the “Partnership,” “Calumet,” “we,” “our” or “us”), a leading independent producer of specialty hydrocarbon and fuels products, today announced that it has signed definitive agreements to sell the ownership of its Superior, Wisconsin refinery and various related assets to Husky Superior Refining Holding Corporation, a wholly owned unit of Husky Energy (“Husky”). Under the agreement, Husky has agreed to pay $435 million in cash plus an additional payment for net working capital, inventories, and reimbursement of certain capital spending. Had the transaction closed on June 30, the additional payment would have been $61.5 million. The transaction is subject to customary closing conditions and regulatory approvals.
Tim Go, Chief Executive Officer of Calumet commented, “The divestiture of our Superior refinery is in line with Calumet’s strategic vision to become the premier specialty petroleum products company in the world. This transaction provides both financial and strategic benefits for our unitholders, as we further position Calumet to move forward on our stated objectives including strengthening our balance sheet, lowering our leverage, and freeing up capital resources that will allow us to better invest and fund future EBITDA enhancing growth strategies within our core Specialties portfolio. The transaction also reduces our go-forward exposure to commodity pricing and volatility.”
Go concluded, “Equally important, we are excited to find with Husky a great home for our employees at Superior and want to thank them for their contributions to our organization over the last few years. Their dedication and efforts have made Superior an attractive value proposition for Husky, who will retain the Superior employees and will assume the union contract and pension plan. Additionally, Husky has committed to invest in key capital projects at Superior, including the Superior Flexibility Project which will allow the plant to improve its operational efficiency.”
Tudor, Pickering, Holt & Co. is serving as the exclusive financial advisor on this transaction to Calumet. Kirkland and Ellis LLP acted as legal advisor.
About Superior
The Superior refinery has permitted capacity of 50,000 barrels per day and processes light and heavy crude oil from the Bakken shale formation in North Dakota and western Canada into fuel products and asphalt. The business also includes refinery terminal and truck/rail racks, two offsite asphalt terminals and truck racks, an offsite product terminal and truck rack, a marine terminal, a pipeline connection to the Magellan system, crude gathering assets in North Dakota, and certain rail logistics assets. The Superior refinery has been a part of the community in Superior, Wisconsin since 1951 and enjoys excellent relations with local businesses and governments.
About the Partnership
Calumet Specialty Products Partners, L.P. (NASDAQ: CLMT) is a master limited partnership and a leading independent producer of high-quality, specialty hydrocarbon products in North America. Calumet processes crude oil and other feedstocks into customized lubricating oils, solvents and waxes used in consumer, industrial and automotive products; produces fuel products including gasoline, diesel and jet fuel; and provides oilfield services and products to customers throughout the United States. Calumet is based in Indianapolis, Indiana, and operates thirteen manufacturing facilities located in northwest Louisiana, northwest Wisconsin, northern Montana, western Pennsylvania, Texas, New Jersey, Oklahoma and eastern Missouri.
About Husky
Husky is an integrated energy company headquartered in Calgary, Alberta. It has approximately 5,200 employees and has average daily production of about 320,000 barrels of oil equivalent per day.
The Company has two main areas of focus:
- The Integrated Corridor includes natural gas, non-thermal oil, NGLs and thermal production from Western Canada, the Lloydminster upgrading and asphalt refining complex, the Husky Midstream Limited Partnership (35 percent working interest and operatorship), and the Lima and Toledo refineries in the U.S. Midwest. Gas production from the repositioned Western Canada portfolio is closely aligned with the Company’s energy requirements for refining and thermal bitumen production, and acts as a natural hedge.
- The Offshore business includes operations and exploration in the Asia Pacific region, primarily offshore China, Indonesia and Taiwan, and in the Atlantic, offshore Newfoundland and Labrador. Each area generates high-netback production, with near and long-term investment potential.
Cautionary Statement Regarding Forward-Looking Statements
Except for the historical information contained herein, the matters discussed in this release consist of forward-looking statements that involve certain risks and uncertainties that could cause actual results or outcomes to differ materially from results or outcomes anticipated in the forward-looking statements. The statements include, but are not limited to, the statements regarding the time required to consummate the transaction, the satisfaction or waiver of conditions in the agreement governing the proposed transaction; the ability to obtain regulatory [or other third-party] approvals and consents and otherwise consummate the proposed transaction; our ability to achieve the strategic and other objectives relating to the proposed transaction; and our expectation with respect to future exposure to commodity prices. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause our actual results to differ from our historical experience and our present expectations or projections. Known material factors that could cause actual results to differ materially from those in the forward-looking statements include: the overall demand for specialty hydrocarbon products; the level of foreign and domestic production of crude oil and refined products; our ability to produce specialty products, fuels products and products used in oilfield services that meet our customers’ unique and precise specifications; the impact of fluctuations and rapid increases or decreases in crude oil and crack spread prices, including the resulting impact on our liquidity; the results of our hedging and other risk management activities; our ability to comply with financial covenants contained in our debt instruments; labor relations; our access to capital to fund expansions, acquisitions and our working capital needs and our ability to obtain debt or equity financing on satisfactory terms; environmental liabilities or events that are not covered by an indemnity, insurance or existing reserves; maintenance of our credit ratings and ability to receive open credit lines from our suppliers; demand for various grades of crude oil and resulting changes in pricing conditions; fluctuations in refinery capacity; our ability to access sufficient crude oil supply through long-term or month-to-month evergreen contracts and on the spot market; the effects of competition; continued creditworthiness of, and performance by, counterparties; the impact of current and future laws, rulings and governmental regulations, including guidance related to the Dodd-Frank Wall Street Reform and Consumer Protection Act; the costs of complying with the RFS, including the prices paid for RINs; shortages or cost increases of power supplies, natural gas, materials or labor; hurricane or other weather interference with business operations; accidents or other unscheduled shutdowns; and general economic, market or business conditions.
For additional information regarding known material factors that could cause our actual results to differ from our projected results, please see our filings with the Securities and Exchange Commission (“SEC”), including our latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
NEW YORK, Aug. 14, 2017 — Fortress Biotech, Inc. (Nasdaq:FBIO) today announced the formation of a new subsidiary company, Aevitas Therapeutics, Inc. (“Aevitas”), to develop novel gene therapy approaches for complement-mediated diseases. The proprietary technology, licensed from a leading university, uses adeno-associated virus (AAV)-based gene therapy to restore lasting production of functional complement regulatory proteins, providing a potentially curative treatment.
Irregularities in these proteins can play a vital role in an array of complement-mediated diseases, including atypical hemolytic uremic syndrome (aHUS) and paroxysmal nocturnal hemoglobinuria (PNH). Recent research has suggested that complement regulatory proteins could also play a key role in the pathogenesis of age-related macular degeneration.
Dr. Lindsay A. Rosenwald, Fortress Biotech’s Chairman, President and Chief Executive Officer, said, “We are thrilled to work on this potentially groundbreaking technology in numerous areas of unmet need as we continue to establish our capabilities in the gene therapy space.”
About Fortress Biotech
Fortress Biotech, Inc. (“Fortress”) is a biopharmaceutical company dedicated to acquiring, developing and commercializing novel pharmaceutical and biotechnology products. Fortress develops and commercializes products both within Fortress and through certain subsidiary companies, also known as Fortress Companies. In addition to its internal development programs, Fortress leverages its biopharmaceutical business expertise and drug development capabilities and provides funding and management services to help the Fortress Companies achieve their goals. Fortress and the Fortress Companies may seek licensing arrangements, acquisitions, partnerships, joint ventures and/or public and private financings to accelerate and provide additional funding to support their research and development programs. For more information, visit www.fortressbiotech.com.
Forward‐Looking Statements
This press release may contain “forward‐looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, but are not limited to, any statements relating to our growth strategy and product development programs and any other statements that are not historical facts. Forward‐looking statements are based on management’s current expectations and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition and stock price. Factors that could cause actual results to differ materially from those currently anticipated include: risks related to our growth strategy; risks relating to the results of research and development activities; our ability to obtain, perform under and maintain financing and strategic agreements and relationships; uncertainties relating to preclinical and clinical testing, in particular to this release, the ability of AAV-based gene therapy to provide any curative treatment for complement mediated diseases; our dependence on third party suppliers; our ability to attract, integrate, and retain key personnel; the early stage of products under development; our need for substantial additional funds; government regulation; patent and intellectual property matters; competition; as well as other risks described in our SEC filings. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations or any changes in events, conditions or circumstances on which any such statement is based, except as may be required by law.

Contacts:
Fortress Biotech, Inc.
Jaclyn Jaffe, Investor Relations
(781) 652-4500
ir@fortressbiotech.com
Fortress Biotech Media Relations
Laura Bagby
6 Degrees
(312) 448-8098
lbagby@6degreespr.com
VIENNA, Va.
The Study’s 928 patients are being monitored and continue to be followed for protocol-specific outcomes
CEL-SCI Corporation (NYSE American: CVM) today announced it has received a letter from the U.S. Food and Drug Administration (FDA) stating that the clinical hold that had been imposed on the Company’s Phase 3 cancer study with Multikine* (Leukocyte Interleukin, Inj.) has been removed and that all clinical trial activities under this Investigational New Drug application (IND) may resume.
Multikine is being studied as a potential first-line (before any other cancer treatment is given) immunotherapy that is aimed at harnessing the patient’s own immune system to produce an anti-tumor response. Nine hundred twenty-eight (928) newly diagnosed head and neck cancer patients have been enrolled in this Phase 3 cancer study and all the patients who have completed treatment continue to be followed for protocol-specific outcomes in accordance with the Study Protocol.
The study’s primary endpoint is a 10% increase in overall survival for patients treated with the Multikine treatment regimen plus standard of care (SOC) versus those who receive SOC only. The determination if the study’s primary end point has been met will occur when there are a total of 298 deaths in those two groups. Current SOC for this indication is surgery, followed by radiation therapy alone or followed by concurrent radio-chemotherapy.
There is a clear and unmet medical need for a new treatment in this indication as the last FDA approved treatment for advanced primary head and neck cancer was over 50 years ago. The FDA has also designated Multikine an Orphan Drug for neoadjuvant therapy in patients with squamous cell carcinoma of the head and neck (SCCHN).
About Head and Neck Cancer
Head and neck cancer describes squamous cell carcinomas located inside the neck, mouth, nose, and throat. According to the World Health Organization, the annual incidence of head and neck cancer is approximately 550,000 cases worldwide, with about 300,000 deaths each year. Risk factors involved with head and neck cancer include heavy alcohol use, tobacco use, and the cancer causing type of human papilloma virus (HPV).
About CEL-SCI Corporation
CEL-SCI’s work is focused on finding the best way to activate the immune system to fight cancer and infectious diseases. The Company has operations in Vienna, Virginia, and in/near Baltimore, Maryland.
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. When used in this press release, the words “intends,” “believes,” “anticipated,” “plans” and “expects,” and similar expressions, are intended to identify forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Factors that could cause or contribute to such differences include, an inability to duplicate the clinical results demonstrated in clinical studies, timely development of any potential products that can be shown to be safe and effective, receiving necessary regulatory approvals, difficulties in manufacturing any of the Company’s potential products, inability to raise the necessary capital and the risk factors set forth from time to time in CEL-SCI’s filings with the Securities and Exchange Commission, including but not limited to its report on Form 10-K and 10-K/A for the year ended September 30, 2016. The Company undertakes no obligation to publicly release the result of any revision to these forward-looking statements which may be made to reflect the events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
* Multikine (Leukocyte Interleukin, Injection) is the trademark that CEL-SCI has registered for this investigational therapy, and this proprietary name is subject to FDA review in connection with the Company’s future anticipated regulatory submission for approval. Multikine has not been licensed or approved for sale, barter or exchange by the FDA or any other regulatory agency. Similarly, its safety or efficacy has not been established for any use. Moreover, no definitive conclusions can be drawn from the early-phase, clinical-trials data involving the investigational therapy Multikine. Further research is required, and early-phase clinical trial results must be confirmed in the Phase 3 clinical trial of this investigational therapy that is in progress.
CEL-SCI Corporation
Gavin de Windt, 703-506-9460
SAN GABRIEL, California, August 14, 2017 —
ChineseInvestors.com, Inc. (OTCQB: CIIX) (“CIIX” or the “Company”), the premier financial information website for Chinese-speaking investors, today announces the launch of its cryptocurrency education and trading subscription service on Chinesefn.com, the Company’s dynamic financial website that provides real-time market commentary, analysis, and educational related services to Chinese-speaking investors. The new subscription service will cover timely news and will provide analysis regarding all aspects of the emerging digital currency world, including coverage of cryptocurrencies including bitcoin and ethereum, industry trends, price movement, sector related stocks and ETFs, etc.
Cryptocurrency has attracted a lot of attention in recent years from the creation of bitcoin, the world’s first decentralized digital currency to blockchain technology, which allows cryptocurrency to transfer value across the globe without resorting to traditional intermediaries such as banks. The ability to transfer value solely through software is a huge breakthrough. The cryptocurrency market has also created new phenomena such as currency mining, trading, tender, and storage. At the same time, it has significantly impacted industries such as cybersecurity, cloud computing and storage, and semiconductors.
“Cryptocurrencies like bitcoin have become a global phenomenon,” says Warren Wang, Founder and CEO of CIIX. “Since January 2015, the price of Bitcoin has increased 500% from $200 to $1,000 in January 2017, and just spiked to a record high over $4,000 as US-North Korea tensions escalated. Likewise, ethereum has surged from less than $10 to more than $300 this year.
With the use and trading of cryptocurrencies on the rise in Asia, it appears that a much wider adoption of digital assets may be right around the corner. With an estimated 85% market share, China is one of the dominant players controlling bitcoin volume, along with Japan (which recently legalized bitcoin as a form of payment) and the United States. While many see the unique opportunity that cryptocurrency poses for investors and desire to capitalize on this market opportunity, they may not have a full understanding of the concept of digital currency or how the system works. CIIX intends to provide fundamental knowledge to Chinese speaking newcomers to cryptocurrency, including straightforward explanations of the basics of cryptocurrency, how to buy it and straightforward trading guidelines. For those with cryptocurrency experience, the Company will provide more detailed information regarding currency mining, blockchain technology, stock trends and ETFs. Through its innovative cryptocurrency education and trading subscription service, the Company endeavors to be the leading Chinese educational site providing up to date news and information on digital currencies.”
About ChineseInvestors.com (OTCQB: CIIX)
Founded in 1999, ChineseInvestors.com endeavors to be an innovative company providing: (a) real-time market commentary, analysis, and educational related services in Chinese language character sets (traditional and simplified); (b) advertising and public relation related support services; and (c) retail, online and direct sales of hemp-based products and other health related products.
For more information visit ChineseInvestors.com
Subscribe and watch our video commentaries: https://www.youtube.com/user/Chinesefncom
Follow us on Twitter for real-time Company updates: https://twitter.com/ChineseFNEnglsh
Like us on Facebook to receive live feeds: https://www.facebook.com/Chinesefncom; https://www.facebook.com/Chineseinvestors.com.english
Add us on WeChat: Chinesefn or download iPhone iOS App: Chinesefn
Forward-Looking Statements
This 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. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. In evaluating such statements, prospective investors should review carefully various risks and uncertainties identified in this release and matters set in the company’s SEC filings. These risks and uncertainties could cause the company’s actual results to differ materially from those indicated in the forward-looking statements.
Contact:
ChineseInvestors.com, Inc.
227 W. Valley Blvd, #208 A
San Gabriel, CA 91776
Investor Relations:
Alan Klitenic
+1-214-636-2548
Corporate Communications:
NetworkNewsWire (NNW)
New York, New York
http://www.NetworkNewsWire.com
+1-212-418-1217 Office
Editor@NetworkNewsWire.com
Net Element Reports Second Quarter 2017 Results
North America Transaction Solutions Segment leads with a 31% increase
MIAMI, FL–(Aug 14, 2017) – Net Element, Inc. (NASDAQ: NETE) (“Net Element” or the “Company”), a global financial technology and value-added solutions group that supports electronic payments acceptance in an omni-channel environment spanning across point-of-sale (POS), e-commerce and mobile devices, today reported financial results for the second quarter ended June 30, 2017 and provided an update on recent strategic and operational initiatives.
For the second quarter ended June 30, 2017, net revenues increased 18% to $16.1 million as compared to $13.7 million in the prior year. The increase in net revenues is primarily due to growth in the Company’s North America Transaction Solutions and Online Solutions Segments:
- North America Transaction Solutions Segment: Continued organic growth of SMB merchants in this segment with emphasis on value-added offerings. Revenues for this segment were $13.9 million, a 31% increase over the prior year.
- Online Solutions Segment: Revenues for this segment were $2 million, a 33% increase over the prior year.
- Mobile Solutions Segment: As a result of a change in business model previously reported, revenues for this segment were $0.5 million vs $1.8 million, a 71% decrease over the prior year. We expect to maintain a smaller staff at Digital Provider and we have canceled our existing office lease and will consolidate Digital Provider’s physical operations into PayOnline. We also are looking to develop a new business plan for Digital Provider that includes, but is not limited to, a model that requires less working capital than the current pre-pay model and provides for diversified, scalable business.
- Reduction of Corporate Overhead: The redundancies of our corporate staff at Net Element Russia were eliminated with responsibilities being absorbed by existing PayOnline staff. In addition, Net Element Russia’s Moscow corporate office and apartment leases were cancelled with the consolidation into PayOnline.
Recent Highlights:
- Centralized international operations;
- Launched PayOnline platform, which supports electronic commerce in the United States;
- Launched support for iDeal, the leading payment system in The Netherlands;
- Expanded payment module to include InSales, a popular omni-channel commerce and CMS platform;
- Partnered with Payvision in Europe, expands to access to global currencies;
- Launched payment acceptance for international mobile network operator;
- Launched “Online Cashier” fiscal cloud-based point of sale solution for Russian merchants;
- Launched Apple Pay Support in Russia;
- Launched “Instant Credit” for online merchants
“We are pleased with our continued growth. Our results are a reflection of our ability to deliver growth,” commented Oleg Firer, CEO of Net Element. “We are excited about our strategic initiatives for the remainder of the year as we continue to streamline international operations and reduce operating expenses while managing the strong U.S. growth and expansion.”
Conference Call:
The Company will host a conference call to discuss Second Quarter 2017 financial results and business highlights on August 15, 2017 at 8:30 a.m. ET. The conference call can be accessed live over the phone by dialing +1 (877) 303-9858, or for international callers +1 (408) 337-0139, and referencing conference code 67569957. It is recommended that participants dial in approximately 10 minutes prior to the start of the 8:30 a.m. Eastern call.
The call will also be webcast live from http://edge.media-server.com/m/p/kaa6hdp3. Following completion of the call, a recorded replay of the webcast will be available on the www.netelement.com/en/ir website.
Results of Operations for the Three Months Ended June 30, 2017 Compared to the Three Months Ended June 30, 2016
We reported a net loss attributable to stockholders of $1,640,340 or $0.09 per share, for the three months ended June 30, 2017 as compared to a net loss attributable to stockholders of $5,346,448, or $0.46 per share, for the three months ended June 30, 2016. This resulted in a decrease in net loss attributable to stockholders of $3,706,108 primarily due to an increase in revenues, decreases in loss from stock value guarantee, non-cash compensation and interest, partially offset by increased general and administrative expenses.
Eliminating the effects of non-cash compensation and a 2016 stock value guarantee, we reported an adjusted non-GAAP, Net loss attributable to Net Element, Inc. stockholders of $1,511,803 or $0.08 per share for the three months ended June 30, 2017 as compared to an adjusted non-GAAP, Net loss attributable to Net Element, Inc. stockholders of $1,168,998 or $0.10 per share for the three months ended June 30, 2016.
Net revenues consist primarily of payment processing fees. Net revenues were $16,141,041 for the three months ended June 30, 2017 as compared to $13,692,848 for the three months ended June 30, 2016. The increase in net revenue is primarily due to organic growth of merchants in our North American Transaction Solutions segment which resulted in an increase to North American Transaction Solutions segment revenue of $3,208,850 (or 31% increase) for the three months ended June 30, 2017 versus the three months ended June 30, 2016. Increases in our North American Transaction Solutions segment revenue were primarily due to continued growth of merchants with emphasis on value-added offerings. Our Online Solutions segment revenue increased $500,653 (or 33%), from $1,509,208 for the three months ended June 30, 2016 to $2,009,861 for the three months ended June 30, 2017 as we continue to board additional merchants. These improvements were tempered by a $1,261,310 (or 71%) decrease in our Mobile Solutions segment, as we continue to experience increased competition, decreased margins, and liquidity constraints arising from capital needed to prepay for content delivered through our platform.
The following table sets forth our sources of revenues, cost of revenues and gross margins for the three months ended June 30, 2017 and 2016:
|
|
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|
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|
|
|
|
|
|
|
|
|
| Gross Margin Analysis |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Source of Revenues |
|
Three
Months Ended
June 30, 2017 |
|
Mix |
|
|
Three
Months Ended
June 30, 2016 |
|
Mix |
|
|
Increase /
(Decrease) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| North American Transaction Solutions |
|
$ |
13,612,782 |
|
84 |
% |
|
$ |
10,403,932 |
|
76 |
% |
|
$ |
3,208,850 |
|
| Mobile Solutions |
|
|
518,398 |
|
3 |
% |
|
|
1,779,708 |
|
13 |
% |
|
|
(1,261,310 |
) |
| Online Solutions |
|
|
2,009,861 |
|
13 |
% |
|
|
1,509,208 |
|
11 |
% |
|
|
500,653 |
|
|
Total |
|
$ |
16,141,041 |
|
100 |
% |
|
$ |
13,692,848 |
|
100 |
% |
|
$ |
2,448,193 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cost of Revenues |
|
Three
Months Ended
June 30, 2017 |
|
% of
revenues |
|
|
Three
Months Ended
June 30, 2016 |
|
% of
revenues |
|
|
Increase /
(Decrease) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| North American Transaction Solutions |
|
$ |
11,472,508 |
|
84 |
% |
|
$ |
8,967,784 |
|
86 |
% |
|
$ |
2,504,724 |
|
| Mobile Solutions |
|
|
502,742 |
|
97 |
% |
|
|
1,566,618 |
|
88 |
% |
|
|
(1,063,876 |
) |
| Online Solutions |
|
|
1,343,142 |
|
67 |
% |
|
|
950,391 |
|
63 |
% |
|
|
392,751 |
|
|
Total |
|
$ |
13,318,392 |
|
83 |
% |
|
$ |
11,484,793 |
|
84 |
% |
|
$ |
1,833,599 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gross Margin |
|
Three
Months Ended
June 30, 2017 |
|
% of
revenues |
|
|
Three
Months Ended
June 30, 2016 |
|
% of
revenues |
|
|
Increase /
(Decrease) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| North American Transaction Solutions |
|
$ |
2,140,274 |
|
16 |
% |
|
$ |
1,436,148 |
|
14 |
% |
|
$ |
704,126 |
|
| Mobile Solutions |
|
|
15,656 |
|
3 |
% |
|
|
213,090 |
|
12 |
% |
|
|
(197,434 |
) |
| Online Solutions |
|
|
666,719 |
|
33 |
% |
|
|
558,817 |
|
37 |
% |
|
|
107,902 |
|
|
Total |
|
$ |
2,822,649 |
|
17 |
% |
|
$ |
2,208,055 |
|
16 |
% |
|
$ |
614,594 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues represents direct costs of generating revenues, including commissions, mobile operator fees, purchases of short numbers, interchange expense and processing fees. Cost of revenues for the three months ended June 30, 2017 were $13,318,392 as compared to $11,484,793 for the three months ended June 30, 2016. The $1,833,599 increase in cost of revenues was primarily due to a $2,504,724 increase in our North American Transaction Solutions segment due to an increase in sales volume. There was also a $392,751 increase in cost of revenues resulting from our Online Solutions segment operations also primarily due the costs associated with boarding additional merchants. This was offset by a $1,063,876 decrease in our Mobile Solutions segment cost of revenues, which resulted from the decrease in revenues for our Mobile Solutions segment for the three months ended June 30, 2017.
Gross Margin or the three months ended June 30, 2017 was $2,822,649, or 17% of net revenue, as compared to $2,208,055, or 16% of net revenue, for the three months ended June 30, 2016. The $614,594 increase in gross margin was primarily due to increased volume of processing in North American Transaction Solutions offset by a decrease of $197,434 in Mobile Solutions margin caused by a decrease in business.
Total operating expenses were $4,166,596 for the three months ended June 30, 2017, which consisted of general and administrative expenses of $2,599,178, non-cash compensation expenses of $128,537, provision for bad debts of $865,863, and depreciation and amortization of $573,018. Total operating expenses were $4,983,753 for the three months ended June 30, 2016, which consisted of general and administrative expenses of $1,999,391, non-cash compensation expenses of $2,014,589, provision for bad debts of $125,238, and depreciation and amortization of $844,535.
The components of our general and administrative expenses are discussed below.
General and administrative expenses for the three months ended June 30, 2017 and 2016 consisted of operating expenses not otherwise delineated in our Condensed Consolidated Statements of Operations and Comprehensive Loss and include salaries and benefits, professional fees, rent, travel expense, filing fees, transaction gains, office expenses, communication expense, insurance expense, and other expenses required to run our business, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended June 30, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Category |
|
North America
Transaction
Solutions |
|
|
Mobile
Solutions |
|
|
Online
Solutions |
|
|
Corporate
Expenses &
Eliminations |
|
|
Total |
|
| Salaries, benefits, taxes and contractor payments |
|
$ |
464,134 |
|
|
$ |
126,516 |
|
|
$ |
234,950 |
|
|
$ |
547,219 |
|
|
$ |
1,372,819 |
|
| Professional fees |
|
|
82,888 |
|
|
|
19,768 |
|
|
|
258,535 |
|
|
|
299,536 |
|
|
|
660,727 |
|
| Rent |
|
|
– |
|
|
|
12,121 |
|
|
|
40,624 |
|
|
|
83,334 |
|
|
|
136,079 |
|
| Business development |
|
|
986 |
|
|
|
14 |
|
|
|
8,768 |
|
|
|
915 |
|
|
|
10,683 |
|
| Travel expense |
|
|
75,646 |
|
|
|
1,729 |
|
|
|
4,165 |
|
|
|
38,391 |
|
|
|
119,931 |
|
| Filing fees |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
8,508 |
|
|
|
8,508 |
|
| Transaction (gains) losses |
|
|
742 |
|
|
|
32,228 |
|
|
|
(9,508 |
) |
|
|
1,303 |
|
|
|
24,765 |
|
| Office expenses |
|
|
45,956 |
|
|
|
3,313 |
|
|
|
24,214 |
|
|
|
16,058 |
|
|
|
89,541 |
|
| Communications expenses |
|
|
9,864 |
|
|
|
1,497 |
|
|
|
29,484 |
|
|
|
19,743 |
|
|
|
60,588 |
|
| Insurance expense |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
32,235 |
|
|
|
32,235 |
|
| Other expenses |
|
|
1,264 |
|
|
|
– |
|
|
|
1,125 |
|
|
|
80,913 |
|
|
|
83,302 |
|
|
Total |
|
$ |
681,480 |
|
|
$ |
197,186 |
|
|
$ |
592,357 |
|
|
$ |
1,128,155 |
|
|
$ |
2,599,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended June 30, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Category |
|
North America
Transaction
Solutions |
|
|
Mobile
Solutions |
|
|
Online
Solutions |
|
|
Corporate
Expenses &
Eliminations |
|
|
Total |
|
| Salaries, benefits, taxes and contractor payments |
|
$ |
415,135 |
|
|
$ |
108,772 |
|
|
$ |
142,663 |
|
|
$ |
510,482 |
|
|
$ |
1,177,052 |
|
| Professional fees |
|
|
89,268 |
|
|
|
1,243 |
|
|
|
217,513 |
|
|
|
369,299 |
|
|
|
677,323 |
|
| Rent |
|
|
– |
|
|
|
832 |
|
|
|
36,282 |
|
|
|
97,949 |
|
|
|
135,063 |
|
| Business development |
|
|
12,186 |
|
|
|
– |
|
|
|
40,118 |
|
|
|
4,056 |
|
|
|
56,360 |
|
| Travel expense |
|
|
49,784 |
|
|
|
3,220 |
|
|
|
7,048 |
|
|
|
29,017 |
|
|
|
89,069 |
|
| Filing fees |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
42,896 |
|
|
|
42,896 |
|
| Transaction (gains) losses |
|
|
– |
|
|
|
(328,350 |
) |
|
|
(23,658 |
) |
|
|
18,174 |
|
|
|
(333,834 |
) |
| Office expenses |
|
|
27,148 |
|
|
|
2,127 |
|
|
|
14,774 |
|
|
|
22,723 |
|
|
|
66,772 |
|
| Communications expenses |
|
|
16,817 |
|
|
|
484 |
|
|
|
11,586 |
|
|
|
26,175 |
|
|
|
55,062 |
|
| Insurance expense |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
2,658 |
|
|
|
2,658 |
|
| Other expenses |
|
|
270 |
|
|
|
14 |
|
|
|
192 |
|
|
|
30,494 |
|
|
|
30,970 |
|
|
Total |
|
$ |
610,608 |
|
|
$ |
(211,658 |
) |
|
$ |
446,518 |
|
|
$ |
1,153,923 |
|
|
$ |
1,999,391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Variance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Category |
|
North America
Transaction
Solutions |
|
|
Mobile
Solutions |
|
|
Online
Solutions |
|
|
Corporate
Expenses &
Eliminations |
|
|
Total |
|
| Salaries, benefits, taxes and contractor payments |
|
$ |
48,999 |
|
|
$ |
17,744 |
|
|
$ |
92,287 |
|
|
$ |
36,737 |
|
|
$ |
195,767 |
|
| Professional fees |
|
|
(6,380 |
) |
|
|
18,525 |
|
|
|
41,022 |
|
|
|
(69,763 |
) |
|
|
(16,596 |
) |
| Rent |
|
|
– |
|
|
|
11,289 |
|
|
|
4,342 |
|
|
|
(14,615 |
) |
|
|
1,016 |
|
| Business development |
|
|
(11,200 |
) |
|
|
14 |
|
|
|
(31,350 |
) |
|
|
(3,141 |
) |
|
|
(45,677 |
) |
| Travel expense |
|
|
25,862 |
|
|
|
(1,491 |
) |
|
|
(2,883 |
) |
|
|
9,374 |
|
|
|
30,862 |
|
| Filing fees |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(34,388 |
) |
|
|
(34,388 |
) |
| Transaction (gains) losses |
|
|
742 |
|
|
|
360,578 |
|
|
|
14,150 |
|
|
|
(16,871 |
) |
|
|
358,599 |
|
| Office expenses |
|
|
18,808 |
|
|
|
1,186 |
|
|
|
9,440 |
|
|
|
(6,665 |
) |
|
|
22,769 |
|
| Communications expenses |
|
|
(6,953 |
) |
|
|
1,013 |
|
|
|
17,898 |
|
|
|
(6,432 |
) |
|
|
5,526 |
|
| Insurance expense |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
29,577 |
|
|
|
29,577 |
|
| Other expenses |
|
|
994 |
|
|
|
(14 |
) |
|
|
933 |
|
|
|
50,419 |
|
|
|
52,332 |
|
|
Total |
|
$ |
70,872 |
|
|
$ |
408,844 |
|
|
$ |
145,839 |
|
|
$ |
(25,768 |
) |
|
$ |
599,787 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries, benefits, taxes and contractor payments were $1,372,819 for the three months ended June 30, 2017 as compared to $1,177,052 for the three months ended June 30, 2016.
|
|
|
|
|
|
|
| Segment |
|
Salaries and
benefits for the
three months
ended
June 30, 2017 |
|
Salaries and
benefits for the
three months
ended
June 30, 2016 |
|
Increase /
(Decrease) |
| North America Transaction Solutions |
|
$ |
464,134 |
|
$ |
415,135 |
|
$ |
48,999 |
| Mobile Solutions |
|
|
126,516 |
|
|
108,772 |
|
|
17,744 |
| Online Solutions |
|
|
234,950 |
|
|
142,663 |
|
|
92,287 |
| Corporate Expenses & Eliminations |
|
|
547,219 |
|
|
510,482 |
|
|
36,737 |
| Total |
|
$ |
1,372,819 |
|
$ |
1,177,052 |
|
$ |
195,767 |
|
|
|
|
|
|
|
|
|
|
The increase in salaries of $195,767 was due to the North American Transaction Solutions segment salaries increasing $48,999 due to an increase in headcount and sales incentives for key employees. In addition, there were increases of $92,287 and $17,744, respectively, in our Online Solutions and Mobile Solutions segments, which were primarily due to salary increases.
Professional fees were $660,727 for the three months ended June 30, 2017 as compared to $677,323 for the three months ended June 30, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended June 30, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Professional Fees |
|
North America
Transaction
Solutions |
|
|
Mobile
Solutions |
|
|
Online
Solutions |
|
Corporate
Expenses &
Eliminations |
|
|
Total |
|
| General Legal |
|
$ |
(20,000 |
) |
|
$ |
– |
|
|
$ |
3,245 |
|
$ |
24,702 |
|
|
$ |
7,947 |
|
| SEC Compliance Legal Fees |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
79,035 |
|
|
|
79,035 |
|
| Accounting and Auditing |
|
|
– |
|
|
|
– |
|
|
|
5,215 |
|
|
97,500 |
|
|
|
102,715 |
|
| Tax Compliance and Planning |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
500 |
|
|
|
500 |
|
| Consulting |
|
|
102,888 |
|
|
|
19,768 |
|
|
|
250,075 |
|
|
97,799 |
|
|
|
470,530 |
|
| Total |
|
$ |
82,888 |
|
|
$ |
19,768 |
|
|
$ |
258,535 |
|
$ |
299,536 |
|
|
$ |
660,727 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Months Ended June 30, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Professional Fees |
|
North America
Transaction
Solutions |
|
|
Mobile
Solutions |
|
|
Online
Solutions |
|
Corporate
Expenses &
Eliminations |
|
|
Total |
|
| General Legal |
|
$ |
5,226 |
|
|
$ |
12 |
|
|
$ |
2,507 |
|
$ |
43,949 |
|
|
$ |
51,694 |
|
| SEC Compliance Legal Fees |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
43,750 |
|
|
|
43,750 |
|
| Accounting and Auditing |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
103,055 |
|
|
|
103,055 |
|
| Tax Compliance and Planning |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
11,000 |
|
|
|
11,000 |
|
| Consulting |
|
|
84,042 |
|
|
|
1,231 |
|
|
|
215,006 |
|
|
167,545 |
|
|
|
467,824 |
|
| Total |
|
$ |
89,268 |
|
|
$ |
1,243 |
|
|
$ |
217,513 |
|
$ |
369,299 |
|
|
$ |
677,323 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Variance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Professional Fees |
|
North America
Transaction
Solutions |
|
|
Mobile
Solutions |
|
|
Online
Solutions |
|
Corporate
Expenses &
Eliminations |
|
|
Increase /
(Decrease) |
|
| General Legal |
|
$ |
(25,226 |
) |
|
$ |
(12 |
) |
|
$ |
738 |
|
$ |
(19,247 |
) |
|
$ |
(43,747 |
) |
| SEC Compliance Legal Fees |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
35,285 |
|
|
|
35,285 |
|
| Accounting and Auditing |
|
|
– |
|
|
|
– |
|
|
|
5,215 |
|
|
(5,555 |
) |
|
|
(340 |
) |
| Tax Compliance and Planning |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
(10,500 |
) |
|
|
(10,500 |
) |
| Consulting |
|
|
18,846 |
|
|
|
18,537 |
|
|
|
35,069 |
|
|
(69,746 |
) |
|
|
2,706 |
|
| Total |
|
$ |
(6,380 |
) |
|
$ |
18,525 |
|
|
$ |
41,022 |
|
$ |
(69,763 |
) |
|
$ |
(16,596 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional fees decreased by $16,596 mainly due to a decrease in general legal fees offset by an increase in SEC compliance fees.
Non-cash compensation expense from share-based compensation was $128,537 for the three months ended June 30, 2017, compared to $2,014,589 for the three months ended June 30, 2016. The majority of these expenses were for employee and consultant equity incentives for both periods.
We recorded bad debt expense of $865,863 for the three months ended June 30, 2017 as compared to $125,238 for the three months ended June 30, 2016. For the three months ended June 30, 2017, we recorded a loss which was primarily comprised of $671,580 in ACH rejects and a $194,283 provision from our Russian operations. Of the $671,580 of gross ACH rejects, $347,235 were passed through to independent sales organizations via a reduction in commissions.
For the three months ended June 30, 2016, we recorded a loss which was primarily comprised of $145,588 in ACH rejects offset by a $20,350 recovery from our Russian operations. Of the $145,588 of ACH rejects, $93,812 were passed through to independent sales organizations via a reduction in commissions.
Depreciation and amortization expense consists primarily of the amortization of merchant portfolios plus depreciation expense on fixed assets, client acquisition costs, capitalized software expenses, trademarks, domain names and employee non-compete agreements. Depreciation and amortization expense was $573,018 for the three months ended June 30, 2017 as compared to $844,535 for the three months ended June 30, 2016. The decrease was due to the full amortization of certain software and merchant portfolio assets during 2016.
Interest expense was $322,052 for the three months ended June 30, 2017 as compared to $438,976 for three months ended June 30, 2016, representing a decrease of $116,924 as follows:
|
|
|
|
|
|
|
|
| Funding Source |
|
Three months
ended
June 30, 2017 |
|
Three months
ended
June 30, 2016 |
|
Increase /
(Decrease) |
|
| MBF Notes |
|
$ |
15,516 |
|
$ |
28,450 |
|
$ |
(12,934 |
) |
| RBL Notes |
|
|
220,128 |
|
|
110,342 |
|
|
109,786 |
|
| Priority Payments Note |
|
|
24,747 |
|
|
– |
|
|
24,747 |
|
| Crede CG III, LTD |
|
|
– |
|
|
297,435 |
|
|
(297,435 |
) |
| Other |
|
|
61,661 |
|
|
2,749 |
|
|
58,912 |
|
| Total |
|
$ |
322,052 |
|
$ |
438,976 |
|
$ |
(116,924 |
) |
|
|
|
|
|
|
|
|
|
|
|
Other interest expense for the three months ended June 30, 2017 consisted primarily of $37,245 from the financing for the PayOnline Acquisition stock price guarantee and $10,443 resulting from the promissory note entered into on March 1, 2017 with Star Capital Management, LLC. (See Note 12. Related Party Transactions). Additionally, Crede charges in 2016 for imputed interest did not occur during 2017.
The net income attributable to non-controlling interests amounted to $75,081 for three months ended June 30, 2017 as compared to $38,792 for the three months ended June 30, 2016.
Results of Operations for the Six Months Ended June 30, 2017 Compared to the Six Months Ended June 30, 2016
We reported a net loss attributable to stockholders of $4,127,837, or $0.24 per share, for the six months ended June 30, 2017 as compared to a net loss attributable to stockholders of $7,194,167, or $0.63 per share, for the six months ended June 30, 2016. This resulted in a decrease in net loss attributable to stockholders of $3,066,330 primarily due and increase in revenues and a decrease in the loss from stock value guarantee and a decrease in noncash compensation expense.
Eliminating the effects of non-cash compensation in both years and a 2016 stock value guarantee, we reported an adjusted non-GAAP, Net loss attributable to Net Element, Inc. stockholders of $3,402,896 or $0.19 per share for the six months ended June 30, 2017 as compared to an adjusted non-GAAP, Net loss attributable to Net Element, Inc. stockholders of $2,655,733 or $0.23 per share for the three months ended June 30, 2016.
Net revenues consist primarily of payment processing fees. Net revenues were $29,702,982 for the six months ended June 30, 2017 as compared to $24,953,907 for the six months ended June 30, 2016. The increase in net revenue is primarily due to organic growth of merchants in our North American Transaction Solutions segment which resulted in an increase to North American Transaction Solutions segment revenue of $6,321,120 (or 35% increase) for the six months ended June 30, 2017 versus the six months ended June 30, 2016. Our Online Solutions segment revenue increased $825,775 (or 28%), from $2,924,115 for the six months ended June 30, 2016 to $3,749,890 for the six months ended June 30, 2017, primarily due to the boarding of additional merchants. The increases in North American Transaction Solutions and Online Solutions segments were offset by a $2,397,820 (or 64%) decrease in our Mobile Solutions segment, as we continue to experience increased competition, decreased margins, and liquidity constraints arising from capital needed to prepay for content delivered through our platform.
The following table sets forth our sources of revenues, cost of revenues and gross margins for the six months ended June 30, 2017 and 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gross Margin Analysis |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Source of Revenues |
|
Six Months
Ended
June 30, 2017 |
|
Mix |
|
|
Six Months
Ended
June 30, 2016 |
|
Mix |
|
|
Increase /
(Decrease) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| North American Transaction Solutions |
|
$ |
24,577,701 |
|
83 |
% |
|
$ |
18,256,581 |
|
73 |
% |
|
$ |
6,321,120 |
|
| Mobile Solutions |
|
|
1,375,391 |
|
5 |
% |
|
|
3,773,211 |
|
15 |
% |
|
|
(2,397,820 |
) |
| Online Solutions |
|
|
3,749,890 |
|
12 |
% |
|
|
2,924,115 |
|
12 |
% |
|
|
825,775 |
|
|
Total |
|
$ |
29,702,982 |
|
100 |
% |
|
$ |
24,953,907 |
|
100 |
% |
|
$ |
4,749,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cost of Revenues |
|
Six Months
Ended
June 30, 2017 |
|
% of
revenues |
|
|
Six Months
Ended
June 30, 2016 |
|
% of
revenues |
|
|
Increase /
(Decrease) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| North American Transaction Solutions |
|
$ |
20,933,958 |
|
85 |
% |
|
$ |
15,620,817 |
|
86 |
% |
|
$ |
5,313,141 |
|
| Mobile Solutions |
|
|
1,319,704 |
|
96 |
% |
|
|
3,381,206 |
|
90 |
% |
|
|
(2,061,502 |
) |
| Online Solutions |
|
|
2,524,722 |
|
67 |
% |
|
|
1,868,011 |
|
64 |
% |
|
|
656,711 |
|
|
Total |
|
$ |
24,778,384 |
|
83 |
% |
|
$ |
20,870,034 |
|
84 |
% |
|
$ |
3,908,350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gross Margin |
|
Six Months
Ended
June 30, 2017 |
|
% of
revenues |
|
|
Six Months
Ended
June 30, 2016 |
|
% of
revenues |
|
|
Increase /
(Decrease) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| North American Transaction Solutions |
|
$ |
3,643,743 |
|
15 |
% |
|
$ |
2,635,764 |
|
14 |
% |
|
$ |
1,007,979 |
|
| Mobile Solutions |
|
|
55,687 |
|
4 |
% |
|
|
392,005 |
|
10 |
% |
|
|
(336,318 |
) |
| Online Solutions |
|
|
1,225,168 |
|
33 |
% |
|
|
1,056,104 |
|
36 |
% |
|
|
169,064 |
|
|
Total |
|
$ |
4,924,598 |
|
17 |
% |
|
$ |
4,083,873 |
|
16 |
% |
|
$ |
840,725 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues represents direct costs of generating revenues, including commissions, mobile operator fees, purchases of short numbers, interchange expense and processing fees. Cost of revenues for the six months ended June 30, 2017 were $24,778,384 as compared to $20,870,034 for the six months ended June 30, 2016. The increase in cost of revenues was primarily due to a $5,313,141 increase in our North American Transaction Solutions segment due to increased sales volume. There was also a $656,711 increase in cost of revenues resulting from our Online Solutions segment operations also primarily due to the boarding of more merchants. This was offset by a $2,061,502 decrease in our Mobile Solutions segment cost of revenues, which resulted from the decrease in sales for our Mobile Solutions segment for the six months ended June 30, 2017.
Gross Margin for the six months ended June 30, 2017 was $4,924,598, or 17% of net revenue, as compared to $4,083,873, or 16% of net revenue, for the six months ended June 30, 2016. The $840,725 increase in gross margin was primarily due to the increased sales volume of processing and business mix in our North American Transaction Solutions offset by a decrease of $336,318 in our Mobile Solutions margin caused from a decrease in business.
Total operating expenses were $8,531,281 for the six months ended June 30, 2017, which consisted of general and administrative expenses of $5,430,338, non-cash compensation expenses of $724,941, provision for bad debts of $1,145,621, and depreciation and amortization of $1,230,381. Total operating expenses were $8,572,829 for the six months ended June 30, 2016, which consisted of general and administrative expenses of $4,087,624, non-cash compensation expenses of $2,375,573, provision for bad debts of $376,979, and depreciation and amortization of $1,732,653.
The components of our general and administrative expenses are discussed below.
General and administrative expenses for the six months ended June 30, 2017 and 2016 consisted of operating expenses not otherwise delineated in our Consolidated Statements of Operations and Comprehensive Loss and include salaries and benefits, professional fees, rent, travel expense, filing fees, transaction gains, office expenses, communication expense, insurance expense, and other expenses required to run our business, as follows:
|
|
|
|
| Six Months Ended June 30, 2017 |
|
|
|
|
|
|
|
| Category |
|
North America
Transaction
Solutions |
|
|
Mobile
Solutions |
|
|
Online
Solutions |
|
|
Corporate
Expenses &
Eliminations |
|
|
Total |
|
| Salaries, benefits, taxes and contractor payments |
|
$ |
944,750 |
|
|
$ |
250,334 |
|
|
$ |
456,705 |
|
|
$ |
1,388,739 |
|
|
$ |
3,040,528 |
|
| Professional fees |
|
|
250,964 |
|
|
|
44,839 |
|
|
|
483,877 |
|
|
|
554,737 |
|
|
|
1,334,417 |
|
| Rent |
|
|
– |
|
|
|
27,288 |
|
|
|
80,092 |
|
|
|
181,763 |
|
|
|
289,143 |
|
| Business development |
|
|
2,809 |
|
|
|
977 |
|
|
|
17,788 |
|
|
|
2,496 |
|
|
|
24,070 |
|
| Travel expense |
|
|
112,148 |
|
|
|
6,826 |
|
|
|
5,336 |
|
|
|
90,918 |
|
|
|
215,228 |
|
| Filing fees |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
14,934 |
|
|
|
14,934 |
|
| Transaction (gains) losses |
|
|
742 |
|
|
|
(17,096 |
) |
|
|
(6,192 |
) |
|
|
3,034 |
|
|
|
(19,512 |
) |
| Office expenses |
|
|
98,602 |
|
|
|
6,025 |
|
|
|
41,511 |
|
|
|
91,501 |
|
|
|
237,639 |
|
| Communications expenses |
|
|
23,388 |
|
|
|
2,197 |
|
|
|
59,571 |
|
|
|
40,162 |
|
|
|
125,318 |
|
| Insurance expense |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
76,341 |
|
|
|
76,341 |
|
| Other expenses |
|
|
3,213 |
|
|
|
– |
|
|
|
3,276 |
|
|
|
85,743 |
|
|
|
92,232 |
|
|
Total |
|
$ |
1,436,616 |
|
|
$ |
321,390 |
|
|
$ |
1,141,964 |
|
|
$ |
2,530,368 |
|
|
$ |
5,430,338 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Six Months Ended June 30, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Category |
|
North America
Transaction
Solutions |
|
|
Mobile
Solutions |
|
|
Online
Solutions |
|
|
Corporate
Expenses &
Eliminations |
|
|
Total |
|
| Salaries, benefits, taxes and contractor payments |
|
$ |
808,581 |
|
|
$ |
235,937 |
|
|
$ |
255,436 |
|
|
$ |
1,056,044 |
|
|
$ |
2,355,998 |
|
| Professional fees |
|
|
222,506 |
|
|
|
2,548 |
|
|
|
301,255 |
|
|
|
675,401 |
|
|
|
1,201,710 |
|
| Rent |
|
|
– |
|
|
|
2,318 |
|
|
|
68,374 |
|
|
|
200,615 |
|
|
|
271,307 |
|
| Business development |
|
|
20,956 |
|
|
|
– |
|
|
|
64,791 |
|
|
|
4,648 |
|
|
|
90,395 |
|
| Travel expense |
|
|
91,095 |
|
|
|
7,095 |
|
|
|
9,986 |
|
|
|
37,902 |
|
|
|
146,078 |
|
| Filing fees |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
59,395 |
|
|
|
59,395 |
|
| Transaction (gains) losses |
|
|
– |
|
|
|
(383,813 |
) |
|
|
39,105 |
|
|
|
25,840 |
|
|
|
(318,868 |
) |
| Office expenses |
|
|
46,747 |
|
|
|
4,974 |
|
|
|
26,085 |
|
|
|
51,439 |
|
|
|
129,245 |
|
| Communications expenses |
|
|
46,978 |
|
|
|
1,056 |
|
|
|
15,677 |
|
|
|
49,309 |
|
|
|
113,020 |
|
| Insurance expense |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
5,784 |
|
|
|
5,784 |
|
| Other expenses |
|
|
21,063 |
|
|
|
935 |
|
|
|
333 |
|
|
|
11,229 |
|
|
|
33,560 |
|
|
Total |
|
$ |
1,257,926 |
|
|
$ |
(128,950 |
) |
|
$ |
781,042 |
|
|
$ |
2,177,606 |
|
|
$ |
4,087,624 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Variance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Category |
|
North America
Transaction
Solutions |
|
|
Mobile
Solutions |
|
|
Online
Solutions |
|
|
Corporate
Expenses &
Eliminations |
|
|
Total |
|
| Salaries, benefits, taxes and contractor payments |
|
$ |
136,169 |
|
|
$ |
14,397 |
|
|
$ |
201,269 |
|
|
$ |
332,695 |
|
|
$ |
684,530 |
|
| Professional fees |
|
|
28,458 |
|
|
|
42,291 |
|
|
|
182,622 |
|
|
|
(120,664 |
) |
|
|
132,707 |
|
| Rent |
|
|
– |
|
|
|
24,970 |
|
|
|
11,718 |
|
|
|
(18,852 |
) |
|
|
17,836 |
|
| Business development |
|
|
(18,147 |
) |
|
|
977 |
|
|
|
(47,003 |
) |
|
|
(2,152 |
) |
|
|
(66,325 |
) |
| Travel expense |
|
|
21,053 |
|
|
|
(269 |
) |
|
|
(4,650 |
) |
|
|
53,016 |
|
|
|
69,150 |
|
| Filing fees |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
(44,461 |
) |
|
|
(44,461 |
) |
| Transaction (gains) losses |
|
|
742 |
|
|
|
366,717 |
|
|
|
(45,297 |
) |
|
|
(22,806 |
) |
|
|
299,356 |
|
| Office expenses |
|
|
51,855 |
|
|
|
1,051 |
|
|
|
15,426 |
|
|
|
40,062 |
|
|
|
108,394 |
|
| Communications expenses |
|
|
(23,590 |
) |
|
|
1,141 |
|
|
|
43,894 |
|
|
|
(9,147 |
) |
|
|
12,298 |
|
| Insurance expense |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
70,557 |
|
|
|
70,557 |
|
| Other expenses |
|
|
(17,850 |
) |
|
|
(935 |
) |
|
|
2,943 |
|
|
|
74,514 |
|
|
|
58,672 |
|
|
Total |
|
$ |
178,690 |
|
|
$ |
450,340 |
|
|
$ |
360,922 |
|
|
$ |
352,762 |
|
|
$ |
1,342,714 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries, benefits, taxes and contractor payments were $3,040,528 for the six months ended June 30, 2017 as compared to $2,355,998 for the six months ended June 30, 2016.
|
|
|
|
|
|
|
| Segment |
|
Salaries and
benefits for the
six months ended
June 30, 2017 |
|
Salaries and
benefits for the
six months ended
June 30, 2016 |
|
Increase /
(Decrease) |
| North America Transaction Solutions |
|
$ |
944,750 |
|
$ |
808,581 |
|
$ |
136,169 |
| Mobile Solutions |
|
|
250,334 |
|
|
235,937 |
|
|
14,397 |
| Online Solutions |
|
|
456,705 |
|
|
255,436 |
|
|
201,269 |
| Corporate Expenses & Eliminations |
|
|
1,388,739 |
|
|
1,056,044 |
|
|
332,695 |
| Total |
|
$ |
3,040,528 |
|
$ |
2,355,998 |
|
$ |
684,530 |
|
|
|
|
|
|
|
|
|
|
The increase in salaries of $684,530 was due primarily to the increase of corporate expenses for a $300,000 discretionary bonus payable to our CEO and approved by the Board of directors. The bonus is payable when cash flow of the business can support the payment. Additionally, North American Transaction Solutions segment salaries increased $136,169 due to an increase in headcount and sales incentives for key employees. There was also an increase of $201,269 and $14,397, respectively in our Online Solutions and Mobile Solutions segments which were primarily due to increasing administrative payroll on PayOnline and unfavorable changes in foreign currency exchange rates.
Professional fees were $1,334,417 for the six months ended June 30, 2017 as compared to $1,201,710 for the six months ended June 30, 2016.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Six Months Ended June 30, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Professional Fees |
|
North America
Transaction
Solutions |
|
|
Mobile
Solutions |
|
|
Online
Solutions |
|
Corporate
Expenses &
Eliminations |
|
|
Total |
|
| General Legal |
|
$ |
22,599 |
|
|
$ |
– |
|
|
$ |
3,958 |
|
$ |
58,228 |
|
|
$ |
84,785 |
|
| SEC Compliance Legal Fees |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
102,785 |
|
|
|
102,785 |
|
| Accounting and Auditing |
|
|
– |
|
|
|
– |
|
|
|
14,433 |
|
|
210,282 |
|
|
|
224,715 |
|
| Tax Compliance and Planning |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
15,400 |
|
|
|
15,400 |
|
| Consulting |
|
|
228,365 |
|
|
|
44,839 |
|
|
|
465,486 |
|
|
168,042 |
|
|
|
906,732 |
|
| Total |
|
$ |
250,964 |
|
|
$ |
44,839 |
|
|
$ |
483,877 |
|
$ |
554,737 |
|
|
$ |
1,334,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Six Months Ended June 30, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Professional Fees |
|
North America
Transaction
Solutions |
|
|
Mobile
Solutions |
|
|
Online
Solutions |
|
Corporate
Expenses &
Eliminations |
|
|
Total |
|
| General Legal |
|
$ |
33,397 |
|
|
$ |
212 |
|
|
$ |
3,020 |
|
$ |
68,860 |
|
|
$ |
105,489 |
|
| SEC Compliance Legal Fees |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
87,500 |
|
|
|
87,500 |
|
| Accounting and Auditing |
|
|
– |
|
|
|
– |
|
|
|
578 |
|
|
224,399 |
|
|
|
224,977 |
|
| Tax Compliance and Planning |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
11,000 |
|
|
|
11,000 |
|
| Consulting |
|
|
189,109 |
|
|
|
2,336 |
|
|
|
297,657 |
|
|
283,642 |
|
|
|
772,744 |
|
| Total |
|
$ |
222,506 |
|
|
$ |
2,548 |
|
|
$ |
301,255 |
|
$ |
675,401 |
|
|
$ |
1,201,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Variance |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Professional Fees |
|
North America
Transaction
Solutions |
|
|
Mobile
Solutions |
|
|
Online
Solutions |
|
Corporate
Expenses &
Eliminations |
|
|
Increase /
(Decrease) |
|
| General Legal |
|
$ |
(10,798 |
) |
|
$ |
(212 |
) |
|
$ |
938 |
|
$ |
(10,632 |
) |
|
$ |
(20,704 |
) |
| SEC Compliance Legal Fees |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
15,285 |
|
|
|
15,285 |
|
| Accounting and Auditing |
|
|
– |
|
|
|
– |
|
|
|
13,855 |
|
|
(14,117 |
) |
|
|
(262 |
) |
| Tax Compliance and Planning |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
4,400 |
|
|
|
4,400 |
|
| Consulting |
|
|
39,256 |
|
|
|
42,503 |
|
|
|
167,829 |
|
|
(115,600 |
) |
|
|
133,988 |
|
| Total |
|
$ |
28,458 |
|
|
$ |
42,291 |
|
|
$ |
182,622 |
|
$ |
(120,664 |
) |
|
$ |
132,707 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Professional fees increased by $132,707 mainly due to an increase in Online Solutions segment’s consulting fees of $167,828 offset by a decrease in general legal expenses.
Non-cash compensation expense from share-based compensation was $724,941 for the six months ended June 30, 2017, compared to $2,375,573 for the six months ended June 30, 2016. The majority of these expenses were for employee and consultant incentives in both periods.
We recorded bad debt expense of $1,145,621 for the six months ended June 30, 2017 as compared to $376,979 for the six months ended June 30, 2016. For the six months ended June 30, 2017, we recorded a loss which was primarily comprised of $958,523 in ACH rejects and a $196,551 provision from our Russian operations. Of the $958,523 of ACH rejects, $511,881 were passed through to independent sales organizations that board their merchants with us, offset by $9,453 of rejects obtained through collection procedures.
For the six months ended June 30, 2016, we recorded a loss which was primarily comprised of $409,276 in ACH rejects offset by a $32,397 recovery from our Russian operations. Of the $409,276 of ACH rejects, $168,333 were passed through as a reduction to commissions to independent sales organizations that board their merchants with us.
Depreciation and amortization expense consists primarily of the amortization of merchant portfolios plus depreciation expense on fixed assets, client acquisition costs, capitalized software expenses, trademarks, domain names and employee non-compete agreements. Depreciation and amortization expense was $1,230,381 for the six months ended June 30, 2017 as compared to $1,732,653 for the six months ended June 30, 2016.
Interest expense was $591,740 for the six months ended June 30, 2017 as compared to $589,414 for six months ended June 30, 2016, representing an increase of $2,325 as follows:
|
|
|
|
|
|
|
|
| Funding Source |
|
Six months
ended
June 30, 2017 |
|
Six months
ended
June 30, 2016 |
|
Increase /
(Decrease) |
|
| MBF Notes |
|
$ |
34,329 |
|
$ |
28,450 |
|
$ |
5,879 |
|
| RBL Notes |
|
|
376,494 |
|
|
258,126 |
|
|
118,368 |
|
| Priority Payments Note |
|
|
24,747 |
|
|
– |
|
|
24,747 |
|
| Crede CG III, LTD |
|
|
– |
|
|
297,435 |
|
|
(297,435 |
) |
| Other |
|
|
156,169 |
|
|
5,403 |
|
|
150,766 |
|
| Total |
|
$ |
591,740 |
|
$ |
589,414 |
|
$ |
2,325 |
|
|
|
|
|
|
|
|
|
|
|
|
Other interest costs primarily consisted of $82,377 resulting from the stock price guarantee related to the PayOnline acquisition and $67,602 resulting from the promissory note entered into on March 1, 2017 with Star Capital Management, LLC. See Note 12. Related Party Transactions.
The net income attributable to non-controlling interests amounted to $125,782 for six months ended June 30, 2017 as compared to $76,668 for the six months ended June 30, 2016.
Reconciliation of Non-GAAP Financial Measures and Regulation G Disclosure
To supplement its consolidated financial statements presented in accordance with United States generally accepted accounting principles (“GAAP”), the Company provides additional measures of its operating results by disclosing its adjusted net loss. Adjusted net loss is calculated as net loss excluding non-cash share based compensation and other one-time, non-recurring items not present in this year or last year results. Net Element discloses this amount on an aggregate and per share basis. These measures meet the definition of non-GAAP financial measures. The Company believes that application of these non-GAAP financial measures is appropriate to enhance the understanding of its historical performance through use of a metric that seeks to normalize period-to-period earnings.
This press release contains non-GAAP financial measures within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Pursuant to Regulation G, a reconciliation of these non-GAAP financial measures with the comparable financial measures calculated in accordance with GAAP for the three and six months ended June 30, 2017 and 2016 is presented in the following Non-GAAP Financial Measures Table.
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP |
|
|
Share-based
Compensation |
|
Loss from Stock
Value Guarantee |
|
Adjusted Non-GAAP |
|
| Three Months Ended June 30, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to Net Element Inc stockholders |
|
$ |
(1,640,340 |
) |
|
$ |
128,537 |
|
$ |
– |
|
$ |
(1,511,803 |
) |
|
Basic and diluted earnings per share |
|
$ |
(0.09 |
) |
|
$ |
0.01 |
|
$ |
– |
|
$ |
(0.08 |
) |
|
Basic and diluted shares used in computing earnings per share |
|
|
17,715,382 |
|
|
|
|
|
|
|
|
|
17,715,382 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP |
|
|
Share-based
Compensation |
|
Loss from Stock
Value Guarantee |
|
Adjusted Non-GAAP |
|
| Three Months Ended June 30, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to Net Element Inc stockholders |
|
$ |
(5,346,448 |
) |
|
$ |
2,014,589 |
|
$ |
2,162,861 |
|
$ |
(1,168,998 |
) |
|
Basic and diluted earnings per share |
|
$ |
(0.46 |
) |
|
$ |
0.17 |
|
$ |
0.19 |
|
$ |
(0.10 |
) |
|
Basic and diluted shares used in computing earnings per share |
|
|
11,635,434 |
|
|
|
|
|
|
|
|
|
11,635,434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP |
|
|
Share-based
Compensation |
|
Loss from Stock
Value Guarantee |
|
Adjusted Non-GAAP |
|
| Six Months Ended June 30, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to Net Element Inc stockholders |
|
$ |
(4,127,837 |
) |
|
$ |
724,941 |
|
$ |
– |
|
$ |
(3,402,896 |
) |
|
Basic and diluted earnings per share |
|
$ |
(0.24 |
) |
|
$ |
0.04 |
|
$ |
– |
|
$ |
(0.19 |
) |
|
Basic and diluted shares used in computing earnings per share |
|
|
17,099,145 |
|
|
|
|
|
|
|
|
|
17,099,145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP |
|
|
Share-based
Compensation |
|
Loss from Stock
Value Guarantee |
|
Adjusted Non-GAAP |
|
| Six Months Ended June 30, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income attributable to Net Element Inc stockholders |
|
$ |
(7,194,167 |
) |
|
$ |
2,375,573 |
|
$ |
2,162,861 |
|
$ |
(2,655,733 |
) |
|
Basic and diluted earnings per share |
|
$ |
(0.63 |
) |
|
$ |
0.21 |
|
$ |
0.19 |
|
$ |
(0.23 |
) |
|
Basic and diluted shares used in computing earnings per share |
|
|
11,464,434 |
|
|
|
|
|
|
|
|
|
11,464,434 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional information regarding Net Element’s results for its second quarter ended June 2017 may be found in Net Element’s quarterly report on Form 10-Q, which was filed with the Security and Exchange Commission (SEC) on August 11, 2017 and may be obtained from the SEC’s Internet website at http://www.sec.gov.
About Net Element
Net Element, Inc. (NASDAQ: NETE) operates a payments-as-a-service transactional and value-added services platform for small to medium enterprise (“SME”) in the U.S. and selected emerging markets. In the U.S. it aims to grow transactional revenue by innovating SME productivity services such as its cloud based, restaurant and retail point-of-sale solution Aptito. Internationally, Net Element’s strategy is to leverage its omni-channel platform to deliver flexible offerings to emerging markets with diverse banking, regulatory and demographic conditions such as UAE, Kazakhstan, Kyrgyzstan and Azerbaijan where initiatives have been recently launched. Net Element was named in 2016 by South Florida Business Journal as one of the fastest growing technology companies.
Further information is available at www.netelement.com.
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. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to identify such forward-looking statements. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Net Element and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to: (i) Net Element’s ability (or inability) to obtain additional financing in sufficient amounts or on acceptable terms when needed; (ii) Net Element’s ability to maintain existing, and secure additional, contracts with users of its payment processing services; (iii) Net Element’s ability to successfully expand in existing markets and enter new markets; (iv) Net Element’s ability to successfully manage and integrate any acquisitions of businesses, solutions or technologies; (v) unanticipated operating costs, transaction costs and actual or contingent liabilities; (vi) the ability to attract and retain qualified employees and key personnel; (vii) adverse effects of increased competition on Net Element’s business; (viii) changes in government licensing and regulation that may adversely affect Net Element’s business; (ix) the risk that changes in consumer behavior could adversely affect Net Element’s business; (x) Net Element’s ability to protect its intellectual property; (xi) local, industry and general business and economic conditions; (xii) adverse effects of potentially deteriorating U.S.-Russia relations, including, without limitation, over a conflict related to Ukraine, including a risk of further U.S. government sanctions or other legal restrictions on U.S. businesses doing business in Russia. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K filed by Net Element with the Securities and Exchange Commission. Net Element anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Net Element assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.
|
|
| NET ELEMENT, INC. |
| UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS |
|
|
|
June 30,
2017 |
|
December 31,
2016 |
| ASSETS |
|
|
|
|
| Current assets: |
|
|
|
|
|
Cash |
|
$1,274,279 |
|
$621,635 |
|
Accounts receivable, net |
|
6,007,143 |
|
7,126,429 |
|
Prepaid expenses and other assets |
|
1,219,524 |
|
1,467,897 |
|
|
|
Total current assets, net |
|
8,500,946 |
|
9,215,961 |
| Fixed assets, net |
|
103,239 |
|
117,295 |
| Intangible assets, net |
|
3,308,229 |
|
3,589,850 |
| Goodwill |
|
9,643,752 |
|
9,643,752 |
| Other long term assets |
|
417,574 |
|
603,209 |
|
|
|
Total assets |
|
21,973,740 |
|
23,170,067 |
|
|
|
|
|
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
| Current liabilities: |
|
|
|
|
|
Accounts payable |
|
7,516,761 |
|
7,510,113 |
|
Accrued expenses |
|
4,437,601 |
|
5,518,823 |
|
Deferred revenue |
|
439,074 |
|
1,355,972 |
|
Notes payable (current portion) |
|
984,720 |
|
808,976 |
|
Due to related parties |
|
366,636 |
|
299,004 |
|
|
|
Total current liabilities |
|
13,744,792 |
|
15,492,888 |
|
Notes payable (net of current portion) |
|
6,253,513 |
|
3,615,782 |
|
|
|
Total liabilities |
|
19,998,305 |
|
19,108,670 |
|
|
|
|
|
| COMMITMENTS AND CONTINGENCIES |
|
|
|
|
|
|
|
|
|
| STOCKHOLDERS’ EQUITY |
|
|
|
|
|
Series A convertible preferred stock ($.0001 par value, 1,000,000 shares authorized, no shares issued and outstanding at June 30, 2017 and December 31, 2016) |
|
– |
|
– |
|
Common stock ($.0001 par value, 400,000,000 shares authorized and 17,968,317 and 15,353,494 shares issued and outstanding at June 30, 2017 and December 31, 2016) |
|
1,797 |
|
1,535 |
|
Paid in capital |
|
166,220,080 |
|
163,918,685 |
|
Accumulated other comprehensive loss |
|
(2,620,615) |
|
(2,486,616) |
|
Accumulated deficit |
|
(161,570,423) |
|
(157,442,585) |
|
Noncontrolling interest |
|
(55,404) |
|
70,378 |
|
|
Total stockholders’ equity |
|
1,975,435 |
|
4,061,397 |
|
|
|
Total liabilities and stockholders’ equity |
|
$21,973,740 |
|
$23,170,067 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| NET ELEMENT, INC. |
|
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS |
|
|
|
|
|
Three Months Ended
June 30 |
|
|
Six Months Ended
June 30 |
|
|
|
2017 |
|
|
2016 |
|
|
2017 |
|
|
2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service fees |
|
$ |
15,456,310 |
|
|
$ |
12,117,708 |
|
|
$ |
28,362,086 |
|
|
$ |
21,481,528 |
|
|
Branded content |
|
|
684,731 |
|
|
|
1,575,140 |
|
|
|
1,340,896 |
|
|
|
3,472,379 |
|
| Total revenues |
|
|
16,141,041 |
|
|
|
13,692,848 |
|
|
|
29,702,982 |
|
|
|
24,953,907 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of service fees |
|
|
12,653,556 |
|
|
|
10,003,934 |
|
|
|
23,475,543 |
|
|
|
17,602,087 |
|
|
Cost of branded content |
|
|
664,836 |
|
|
|
1,480,859 |
|
|
|
1,302,841 |
|
|
|
3,267,947 |
|
|
General and administrative |
|
|
2,599,178 |
|
|
|
1,999,391 |
|
|
|
5,430,338 |
|
|
|
4,087,624 |
|
|
Non-cash compensation |
|
|
128,537 |
|
|
|
2,014,589 |
|
|
|
724,941 |
|
|
|
2,375,573 |
|
|
Bad debt expense |
|
|
865,863 |
|
|
|
125,238 |
|
|
|
1,145,621 |
|
|
|
376,979 |
|
|
Depreciation and amortization |
|
|
573,018 |
|
|
|
844,535 |
|
|
|
1,230,381 |
|
|
|
1,732,653 |
|
| Total costs and operating expenses |
|
|
17,484,988 |
|
|
|
16,468,546 |
|
|
|
33,309,665 |
|
|
|
29,442,863 |
|
| Loss from operations |
|
|
(1,343,947 |
) |
|
|
(2,775,698 |
) |
|
|
(3,606,683 |
) |
|
|
(4,488,956 |
) |
|
Interest expense, net |
|
|
(322,052 |
) |
|
|
(438,976 |
) |
|
|
(591,740 |
) |
|
|
(589,414 |
) |
|
Loss from stock value guarantee |
|
|
– |
|
|
|
(2,162,861 |
) |
|
|
– |
|
|
|
(2,162,861 |
) |
|
Other income (expense) |
|
|
(49,422 |
) |
|
|
(7,705 |
) |
|
|
(55,196 |
) |
|
|
(29,604 |
) |
| Net (loss) income before income taxes |
|
|
(1,715,421 |
) |
|
|
(5,385,240 |
) |
|
|
(4,253,619 |
) |
|
|
(7,270,835 |
) |
|
Income taxes |
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
| Net loss |
|
|
(1,715,421 |
) |
|
|
(5,385,240 |
) |
|
|
(4,253,619 |
) |
|
|
(7,270,835 |
) |
|
Net loss attributable to the non controlling interest |
|
|
75,081 |
|
|
|
38,792 |
|
|
|
125,782 |
|
|
|
76,668 |
|
| Net loss attributable to Net Element, Inc. stockholders |
|
|
(1,640,340 |
) |
|
|
(5,346,448 |
) |
|
|
(4,127,837 |
) |
|
|
(7,194,167 |
) |
|
Foreign currency translation loss |
|
|
(146,102 |
) |
|
|
(496,041 |
) |
|
|
(133,999 |
) |
|
|
(525,782 |
) |
| Comprehensive loss attributable to common stockholders |
|
$ |
(1,786,442 |
) |
|
$ |
(5,842,489 |
) |
|
$ |
(4,261,836 |
) |
|
$ |
(7,719,949 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Loss per share – basic and diluted |
|
$ |
(0.09 |
) |
|
$ |
(0.46 |
) |
|
$ |
(0.24 |
) |
|
$ |
(0.63 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average number of common shares outstanding – basic and diluted |
|
|
17,715,382 |
|
|
|
11,635,434 |
|
|
|
17,099,145 |
|
|
|
11,464,434 |
|
|
|
|
|
| NET ELEMENT, INC. |
|
| UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS |
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
2017 |
|
|
2016 |
|
| Cash flows from operating activities |
|
|
|
|
|
|
|
|
| Net loss attributable to Net Element, Inc. stockholders |
|
$ |
(4,127,837 |
) |
|
$ |
(7,194,167 |
) |
| Adjustments to reconcile net loss to net cash used in operating activities |
|
|
|
|
|
|
|
|
|
Non controlling interest |
|
|
(125,782 |
) |
|
|
(76,668 |
) |
|
Share based compensation |
|
|
596,404 |
|
|
|
2,375,573 |
|
|
Deferred revenue |
|
|
(916,898 |
) |
|
|
(417,887 |
) |
|
Provision for bad debts |
|
|
192,895 |
|
|
|
– |
|
|
Depreciation and amortization |
|
|
1,230,381 |
|
|
|
1,732,652 |
|
|
Non cash interest |
|
|
94,248 |
|
|
|
297,434 |
|
| Changes in assets and liabilities |
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
1,913,135 |
|
|
|
(331,566 |
) |
|
Prepaid expenses and other assets |
|
|
284,661 |
|
|
|
270,932 |
|
|
Accounts payable and accrued expenses |
|
|
(1,845,161 |
) |
|
|
1,876,961 |
|
|
Net cash used in operating activities |
|
|
(2,703,954 |
) |
|
|
(1,466,736 |
) |
|
|
|
|
|
|
|
|
|
| Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
Client acquisition costs |
|
|
(966,147 |
) |
|
|
(741,514 |
) |
|
Receipt of excess reserves and (purchase) of fixed and other assets |
|
|
180,423 |
|
|
|
(214,046 |
) |
|
|
Net cash used in investing activities |
|
|
(785,724 |
) |
|
|
(955,560 |
) |
|
|
|
|
|
|
|
|
|
| Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
Proceeds from common stock |
|
|
1,437,132 |
|
|
|
– |
|
|
Proceeds from indebtedness |
|
|
3,298,792 |
|
|
|
1,215,000 |
|
|
Repayment of indebtedness |
|
|
(624,918 |
) |
|
|
– |
|
|
Related party advances |
|
|
– |
|
|
|
910,045 |
|
|
Net cash provided by financing activities |
|
|
4,111,006 |
|
|
|
2,125,045 |
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
|
31,316 |
|
|
|
(94,905 |
) |
|
Net increase (decrease) in cash |
|
|
652,644 |
|
|
|
(392,156 |
) |
|
|
|
|
|
|
|
|
|
|
|
Cash at beginning of period |
|
|
621,635 |
|
|
|
1,025,747 |
|
|
Cash at end of period |
|
$ |
1,274,279 |
|
|
$ |
633,591 |
|
|
|
|
|
|
|
|
|
|
| Supplemental disclosure of cash flow information |
|
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
397,548 |
|
|
$ |
589,414 |
|
|
|
Taxes |
|
$ |
64,314 |
|
|
$ |
94,718 |
|
| Non cash activities: |
|
|
|
|
|
|
|
|
|
Share issuance for settlement of unpaid compensation |
|
$ |
– |
|
|
$ |
1,042,509 |
|
|
Shares issued for redemption of indebtedness |
|
$ |
258,107 |
|
|
$ |
971,871 |
|
|
Shares issued in settlement of advances from board member |
|
$ |
– |
|
|
$ |
909,285 |
|
WESTON, FL–(Aug 14, 2017) – Monaker Group, Inc. (OTCQB: MKGI), a technology-driven travel company, has completed its previously announced private placement equity financing with a group of institutional and accredited individual investors for gross proceeds of $3.0 million. Certain insiders and board members also participated in the offering, representing $635,000 or approximately 21%, of the offering amount.
“This new capital provides us the means to further strengthen our B2B alternative lodging rental platform for mainstream travel companies eager to enter the vacation rental space, as well as prepare us for an up listing to the Nasdaq Capital Market,” noted Monaker CEO, Bill Kerby. “We believe this successful funding reflects the confidence of institutional investors in our unique business model and recognition of how our customizable booking platform — the first to offer 1.4 million instantly-bookable alternative lodging properties — will be a true game changer for the travel industry.”
Under the terms of a Common Stock and Warrant Purchase Agreement, purchasers in the offering received securities comprised of one common share and one warrant for a purchase price of $2.00. Each warrant entitles the holder to purchase one common share at an exercise price of $2.10 per share, with an expiration date five years from the date of the offering.
The securities purchase agreement also requires Monaker to apply for a listing of its common shares on the NASDAQ Capital Market within 60 days following the closing of the offering, along with other terms and conditions as provided in the Form 8-K the company filed today with the U.S. Securities and Exchange Commission, which is available at www.sec.gov.
Monaker intends to use the net proceeds to expand its technology division and alternative lodging rentals offering, and for general corporate purposes.
About Monaker Group
Monaker Group is a technology-driven travel company focused on delivering innovation to alternative lodging rentals (ALR) market. The Monaker Booking Engine (MBE) delivers instant booking of more than 1.4 million vacation rental homes, villas, chalets, apartments, condos, resort residences and castles. MBE offers travel distributors and agencies an industry-first: a customizable instant booking platform for ALR. Monaker’s NextTrip.com B2C website, powered by the MBE, is the first to offer significant instantly-bookable ALR products along with mainstream travel products and services, all on a single site. NextTrip also features rich content, imagery and high-quality video to enhance a traveler’s booking experience and assist in the search, decision and buying process for both individuals and groups. For more information, visit www.monakergroup.com.
Important Cautions Regarding Forward Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties concerning the plans and expectations of Monaker Group. These statements are only predictions and actual events or results may differ materially from those described in this press release due to a number of risks and uncertainties, some of which are out of our control. The potential risks and uncertainties include, among others, or the expectations of future growth may not be realized and the company may not meet applicable NASDAQ Capital Market uplisting requirements and/or may not be approved for uplisting. These forward-looking statements are made only as of the date hereof, and Monaker Group undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements are expressly qualified in their entirety by the “Risk Factors” and other cautionary statements included in Monaker Group’s annual, quarterly and special reports, proxy statements and other public filings with the Securities and Exchange Commission (“SEC”), including, but not limited to, the company’s Annual Report on Form 10-K for the period ended February 28, 2017 which has been filed with the SEC and is available at www.sec.gov.
Company Contact
Monaker Group
Richard Marshall
Director of Corporate Development
Tel: (954) 888-9779
rmarshall@monakergroup.com
Investor Relations Contact
Ronald Both or Grant Stude
CMA
Tel (949) 432-7557
MKGI@cma.team
ADVISORY, Aug. 11, 2017 —
What:
PolarityTE, Inc. (Nasdaq:COOL), the owner of a novel regenerative medicine technology platform developed and patented by Denver Lough MD, PhD, will visit the Nasdaq MarketSite in Times Square.
In honor of the occasion, Dr. Denver Lough, Chairman of the Board, President, CEO, & Chief Scientific Officer, will ring the Closing Bell.
Where:
Nasdaq MarketSite – 4 Times Square – 43rd & Broadway – Broadcast Studio
When:
Monday, August 14, 2017 – 3:45 p.m. to 4:00 p.m. ET
PolarityTE, Inc. Contact:
John Stetson
(385) 237-2365
InvestorRelations@PolarityTE.com
Nasdaq MarketSite Media Contact:
Emily Pan
(646) 441-5120
emily.pan@nasdaq.com
Feed Information:
Fiber Line (Encompass Waterfront): 4463
Gal 3C/06C 95.05 degrees West
18 mhz Lower
DL 3811 Vertical
FEC 3/4
SR 13.235
DR 18.295411
MOD 4:2:0
DVBS QPSK
Social Media:
For multimedia features such as exclusive content, photo postings, status updates and video of bell ceremonies, please visit our Facebook page:
http://www.facebook.com/NASDAQ.
For photos from ceremonies and events, please visit our Instagram page:
http://instagram.com/nasdaq
For livestream of ceremonies and events, please visit our YouTube page:
http://www.youtube.com/nasdaq/live
For news tweets, please visit our Twitter page:
http://twitter.com/nasdaq
For exciting viral content and ceremony photos, please visit our Tumblr page:
http://nasdaq.tumblr.com/
Webcast:
A live stream of the Nasdaq Closing Bell will be available at:
https://new.livestream.com/nasdaq/live or http://www.nasdaq.com/about/marketsitetowervideo.asx
Photos:
To obtain a hi-resolution photograph of the Market Close, please go to http://business.nasdaq.com/discover/market-bell-ceremonies and click on the market close of your choice.
About PolarityTE, Inc.
PolarityTE™, Inc. is a regenerative medicine company positioned to be the first to successfully regenerate human skin. The Company’s novel regenerative medicine platform was developed and patented by Chairman and Chief Executive Officer, Denver Lough M.D., Ph.D. This radical and proprietary technology is in development to employ a patient’s own cells for the healing of full-thickness, functionally-polarized tissues. If clinically successful, the PolarityTE™ platform will provide medical professionals with a truly new paradigm in wound healing and reconstructive surgery by utilizing a patient’s own tissue substrates for the regeneration of skin, bone, muscle, cartilage, fat, blood vessels, nerves, solid and hollow organs, and more. The PolarityTE™ platform leverages natural and biologically-sound principles which are readily adaptable to a wide spectrum of organ and tissue systems. This revolutionary technology, paired with the Company’s world-renowned clinical advisory board, position PolarityTE™ to drastically change the field and future of translational regenerative medicine. More information can be found online at www.PolarityTE.com.
About Nasdaq:
Nasdaq (Nasdaq:NDAQ) is a leading global provider of trading, clearing, exchange technology, listing, information and public company services. Through its diverse portfolio of solutions, Nasdaq enables customers to plan, optimize and execute their business vision with confidence, using proven technologies that provide transparency and insight for navigating today’s global capital markets. As the creator of the world’s first electronic stock market, its technology powers more than 90 marketplaces in 50 countries, and 1 in 10 of the world’s securities transactions. Nasdaq is home to approximately 3,900 total listings with a market value of approximately $12 trillion. To learn more, visit: http://business.nasdaq.com
SILVER SPRING, Md., Aug. 11, 2017 — Discovery Communications (Nasdaq: DISCA, DISCB, DISCK) today announced that Chief Financial Officer Gunnar Wiedenfels will present at the Bank of America Merrill Lynch 2017 Media, Communications and Entertainment Conference at 8:45 a.m. PT (11:45 a.m. ET) on Friday, September 8, 2017, at the Beverly Wilshire Hotel in Beverly Hills, CA.
A link to a live audio webcast of the presentation will be available in the “Investor Relations” section of Discovery Communications’ website at www.discoverycommunications.com. A replay of the webcast will be available on the company’s website for 90 days following the presentation.
About Discovery Communications:
Discovery Communications (Nasdaq: DISCA, DISCB, DISCK) satisfies curiosity and captivates superfans around the globe with a portfolio of premium nonfiction, lifestyle, sports and kids content brands including Discovery Channel, TLC, Investigation Discovery, Animal Planet, Science and Turbo/Velocity, as well as OWN: Oprah Winfrey Network in the U.S., Discovery Kids in Latin America, and Eurosport, the leading provider of locally relevant, premium sports and Home of the Olympic Games across Europe. Available in more than 220 countries and territories, Discovery’s programming reaches 3 billion cumulative viewers, who together consume 54 billion hours of Discovery content each year. Discovery’s offering extends beyond traditional TV to all screens, including TV Everywhere products such as the GO portfolio and Discovery Kids Play; over-the-top streaming services such as Eurosport Player; digital-first and social video from Group Nine Media; and virtual reality storytelling through Discovery VR. For more information, please visit www.discoverycommunications.com.
BEVERLY HILLS, Calif., Aug. 11, 2017 — Genius Brands International, Inc. “Genius Brands” (Nasdaq:GNUS), announced today that its Chairman & CEO, Andy Heyward will host a conference call to discuss the Company’s second quarter 2017 financial results and business update on Monday, August 14, 2017 at 5:30pm ET/2:30pm PT.
Conference Call Information:
When: Monday, August 14, 2017 at 5:30 PM ET/2:30 PM PT.
Dial-in: U.S.: 877-407-8291 and International: 201-689-8345
Please join the conference call at least 15 minutes early to register. A digital replay will be available by telephone approximately two hours after the completion of the call until November 30, 2017 and may be accessed by dialing 877-660-6853 from the U.S. or 201-612-7415 for international callers, and using the Conference ID# 13668963.
About Genius Brands International
Headquartered in Beverly Hills, California, Genius Brands International, Inc. (NASDAQ:GNUS) is a leading global media company developing, producing, marketing and licensing branded children’s entertainment properties and consumer products for media distribution and retail channels. Led by award-winning creators and producers, Genius Brands distributes its content worldwide in all formats, as well as a broad range of consumer products based on its characters. In the children’s media sector, its portfolio of “content with a purpose” includes new preschool properties Rainbow Rangers for Nick Jr. and Llama Llama for Netflix; tween music-driven, YouTube brand SpacePOP; award-winning toddler brand Baby Genius; adventure comedy series Thomas Edison’s Secret Lab, and Warren Buffett’s Secret Millionaires Club, created with and starring iconic investor Warren Buffett. The Company is also co-producing an all-new adult animated series, Stan Lee’s Cosmic Crusaders, with Stan Lee’s Pow! Entertainment and The Hollywood Reporter. Genius Brands’ Kid Genius Cartoon Channel is currently available in approximately 50 million households. Additionally, under Genius Brands’ wholly owned subsidiary, A Squared Entertainment, the Company represents the third-party property Celessence Technologies, the world’s leading micro encapsulation company, across a broad range of categories in territories around the world. For additional information please visit www.gnusbrands.com.
Forward Looking Statements:
Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, under the heading “Risk Factors,” and other filings with the Securities and Exchange Commission (the “SEC”), not limited to risk factors relating to its patent business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

Investor Relations Contact:
Michael Porter
Porter, LeVay & Rose
(212) 564-7000
mike@plrinvest.com
The Birks Brand Fine Jewelry Collections also becomes available in the U.K. at Mappin & Webb and Goldsmiths retail stores through a distribution agreement
Birks Group Inc. (the “Company”, “Birks” or “Birks Group”) (NYSE MKT LLC: BGI), today announced that it has signed a definitive agreement to sell its subsidiary, Mayor’s Jewelers, Inc. (“Mayors”), to Aurum Holdings Ltd. (“Aurum”), the largest fine watch and jewelry retailer in the U.K., in a deal valued at approximately US$104.6 million. The transaction is subject to specified closing conditions and purchase price adjustments. The transaction is expected to close in the fall of 2017.
As part of the transaction, Birks entered into a 5 year distribution agreement with Aurum to sell Birks fine jewelry in the U.K. at Mappin & Webb, Goldsmiths stores and on their e-commerce sites. Furthermore, the Birks collections will continue to be sold in the United States through Mayors’ stores in Florida and Georgia. The agreement is an important achievement in the Company’s strategy to develop the Birks brand into a global luxury brand.
Jean-Christophe Bédos, President and Chief Executive Officer of Birks Group, commented: “We are pleased to have entered into this agreement with Aurum. Aurum is a strategic buyer committed to continuing investing in Mayors’ long-term growth, and with whom we share many synergies. This transaction is a significant step in our efforts to strengthen our balance sheet to better position the Company for growth as well as long-term shareholder value. We believe that monetizing the value of Mayors gives us the ability to execute our strategic vision of investing in the Birks brand together with the retailing of internationally-renowned jewelry and timepiece brands in Canada, thus transforming Birks into a global, omni-channel business,” he stated.
“This transaction with Aurum also opens the doors to the U.K. market for our jewelry collections and we are extremely proud to join such a prestigious network as Aurum’s under the Mappin & Webb and Goldsmiths banners. We look forward to introducing the Birks brand in other markets as well,” concluded Mr. Bédos.
Brian Duffy, President of Aurum, stated: “We are delighted to have entered into an agreement to acquire Mayors by the Aurum Group. We have admired Mayors for some time and see a great deal of similarities with how we operate our business in the U.K. Mayors has built a fantastic reputation in Florida and Atlanta, Georgia over many decades. We look forward to working with our new colleagues at Mayors and we are confident that together we will continue to develop the business in a positive way. This news follows our announcement to open a flagship Watches of Switzerland store in Hudson Yards (New York City) and confirms the ambition of our group to be an important part of the Swiss watch market in the USA,” he concluded.
Proceeds from the transaction will be used by Birks to continue its strategic growth initiatives, specifically to invest in its Canadian flagship stores and new store concepts, as well as in its high-growth Birks brand wholesaling activities and e-commerce, as part of the Company’s omni-channel plan. Transaction proceeds will also be used to pay down outstanding debt under the Company’s senior secured credit facilities that include term debt and working capital debt associated with Mayors. Centered on Birks distinguished 138-year heritage, these investments are expected to accelerate revenue and EBITDA growth over the next few years.
Birks Group will continue to offer a portfolio of distinctive fine jewelry and timepiece brands to its Canadian customers through its Birks and Brinkhaus banners, as well as its e-commerce website, birks.com. In connection with the agreement between Birks and Aurum, the Birks brand collections of fine jewelry will be offered in 14 locations in the U.K. at various Mappin & Webb and Goldsmiths locations as well as through the two banners’ e-commerce sites.
Vendôme Global Partners LLC and Eureka Capital Markets, LLC acted as financial advisors to Birks.
About Birks Group Inc.
Birks is a leading designer of fine jewelry, timepieces and gifts and operator of luxury jewelry stores in Canada. The Company operates 26 stores under the Birks brand in most major metropolitan markets in Canada and two retail locations in Calgary and Vancouver under the Brinkhaus brand. Birks was founded in 1879 and has become Canada’s premier retailer and designer of fine jewelry, timepieces and gifts. Mayors was founded in 1910 and has maintained the intimacy of a family-owned boutique while becoming renowned for its fine jewelry, timepieces and service. Mayors operates 16 stores in Florida and Georgia under the Mayors brand and one store under the Rolex brand name. Birks will continue operating Mayors until closing. Additional information can be found on Birks’ web site, www.birksgroup.com. For more information on the transaction, please refer to the Form 6K which will be filed with the SEC today.
About Aurum Holdings Ltd.
Established in 2007, Aurum Holdings Ltd. is the largest prestige luxury jewelers and timepieces specialist in the U.K. with over 130 collective stores. The retail portfolio comprises of brands including Watches of Switzerland, Goldsmiths, Mappin & Webb, Watchshop, The Watch Hut and The Watch Lab.
Aurum is proud to be the largest distributor in the world of luxury brands including Omega and TAG Heuer and is also the U.K.’s largest distributor for Rolex, Cartier and Breitling. Their Goldsmiths brand also holds the U.K. Exclusivity of Jenny Packham Bridal Jewelry. With dedicated Mono-brand boutiques in partnership with TAG Heuer, Omega and Breitling and a leading presence at Heathrow airport with representation in Terminals 2, 3, 4 and 5, Aurum prides itself on being the authority in prestige jewelry and timepieces retailing and sights key points of difference to include its excellence in product range, being a destination for luxury watches and jewelry online, brand relations and the unrivalled client service provided across it’s retail portfolio.
Aurum was acquired in 2013 by certain funds affiliated with Apollo Global Management, LLC. The business will begin its global expansion with the opening of its first Watches of Switzerland US outlet in the New York retail development Hudson Yards set to open in Fall 2018.
Forward Looking Statements
This press release contains certain “forward-looking” statements concerning the Company’s anticipation that the transaction will close in the fall of 2017 and the Company’s performance and strategies, including that this transaction will allow the Company to reduce its debt and strengthen its balance sheet to better position the Company for growth as well as long-term shareholder value; that monetizing the value of Mayors will allow the Company to execute its strategic vision of investing in the Birks brand together with the retailing of internationally-renowned jewelry and timepiece brands in Canada, thus transforming Birks into a global omni-channel business; that the proceeds from the transaction will be used by Birks to continue its strategic growth initiatives, specifically to invest in its Canadian flagship stores and new store concepts, as well as in high-growth Birks brand wholesaling activities and e-commerce as part of the Company’s omnibus channel plan and that these investments will accelerate revenue and EBITDA growth over the next few years. Given such statements include various risks and uncertainties, actual results might differ materially from those projected in the forward-looking statements and no assurance can be given that we will meet the results projected in the forward-looking statements. These risks and uncertainties include, but are not limited to the following: (i) economic, political and market conditions, including the economies of the U.S. and Canada, which could adversely affect our business, operating results or financial condition, including our revenue and profitability, through the impact of changes in the real estate markets (especially in the state of Florida), changes in the equity markets and decreases in consumer confidence and the related changes in consumer spending patterns, the impact on store traffic, tourism and sales; (ii) the impact of fluctuations in foreign exchange rates, increases in commodity prices and borrowing costs and their related impact on the Company’s costs and expenses; (iii) the Company’s ability to maintain and obtain sufficient sources of liquidity to fund its operations, to achieve planned sales, gross margin and net income, to keep costs low, to implement its business strategy, maintain relationships with its primary vendors, to mitigate fluctuations in the availability and prices of the Company’s merchandise, to compete with other jewelers, to succeed in its marketing initiatives, and to have a successful customer service program. Information concerning factors that could cause actual results to differ materially are set forth under the captions “Risk Factors” and “Operating and Financial Review and Prospects” and elsewhere in our Annual Report on Form 20-F filed with the Securities and Exchange Commission on June 23, 2017 and subsequent filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this statement or to reflect the occurrence of unanticipated events, except as required by law.
Financial:
Mr. Pat Di Lillo
Vice President, Chief Financial & Administrative Officer
1-514-397-2592
pdilillo@birksgroup.com
or
Media:
Ms. Eva Hartling
Vice President, Birks Brand & Chief Marketing Officer
1-514-397-2496
ehartling@birksgroup.com
CARLSBAD, Calif., Aug. 11, 2017 — Natural Alternatives International, Inc. (“NAI”) (NASDAQ:NAII), a leading formulator, manufacturer and marketer of customized nutritional supplements, is proud to announce that it has extended its partnership with The Juice Plus+ Company (“Juice Plus+”), a globally recognized leader in whole-food based nutritional products focused on people’s health and well-being, through the execution of a multi-year exclusive manufacturing agreement covering capsule and powder products sold in over 24 markets around the world.
Mark A. LeDoux, NAI’s CEO and Chairman of the Board, said, “It is indeed rare when two companies have enjoyed an uninterrupted 25-year successful collaboration, and NAI is proud to become essentially the exclusive manufacturing partner for Juice Plus+ using our state of the art facilities in San Diego County, California and in Lugano, Switzerland. The global facility expansion activities we completed over the past several years strategically positioned NAI to service this new business with minimal impact to our available manufacturing capacity.”
Paulo L. Teixeira, Juice Plus+ CEO, said, “Juice Plus+ has set a very high bar for product research, with over 35 clinical studies conducted on three continents, and with most of those studies having been published in peer-reviewed scientific journals of exceptional reputation. With NAI’s numerous international quality manufacturing certifications and proven global manufacturing expertise, we believe this deepening of our long-term partnership is the right thing to do for both companies. We are excited about the future possibilities it opens.”
Sales from this new Exclusive Manufacturing Agreement are expected to begin shipping during NAI’s 2nd fiscal quarter of 2018, and is estimated to increase current annual purchases by Juice Plus+ from NAI by over 50%.
NAI, headquartered in Carlsbad, California, is a leading formulator, manufacturer and marketer of nutritional supplements and provides strategic partnering services to its customers. NAI’s comprehensive partnership approach offers a wide range of innovative nutritional products and services to NAI’s clients including: scientific research, clinical studies, proprietary ingredients, customer-specific nutritional product formulation, product testing and evaluation, marketing management and support, packaging and delivery system design, regulatory review and international product registration assistance. For more information about NAI, please see its website at http://www.nai-online.com.
This press release contains forward-looking statements within the meaning of applicable securities laws that are not historical facts and information. These statements represent our intentions, expectations and beliefs concerning future events, including, among other things, our expectations and beliefs with respect to the impact of this Agreement on our manufacturing capacity, and our annual sales. We wish to caution readers these statements involve risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. NAI’s financial performance and the forward-looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by us with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q.
CONTACT – Kenneth Wolf, President and Chief Operating Officer, Natural Alternatives International, Inc., at 760-736-7700 or investor@nai-online.com.
Earnings and Business Update Conference Call Scheduled for 9:00am ET
CAESAREA, Israel, Aug. 11, 2017 — DarioHealth Corp. (NASDAQ: DRIO), a leading global digital health company with mobile health and big data solutions, today announced that it will release its second quarter 2017 results on Monday, August 14 and host a conference call at 9:00am ET. The Company will discuss its second quarter 2017 operating and financial results and its strategy and outlook for the remainder of 2017. The conference call will be hosted by Erez Raphael, Chief Executive Officer, and Zvi Ben-David, Chief Financial Officer. The live conference call can be accessed by dialing (888) 567-1603 or (862) 255-5347. Participants should ask for the DarioHealth Earnings Conference Call. The conference call will also be available via live webcast at: http://www.investorcalendar.com/event/19824
Conference Call Details:
Date: Monday, August 14, 2017
Time: 9:00AM ET
Dial-in Number: (888) 567-1603
International Dial-in Number: (862) 255-5347
Webcast: http://www.investorcalendar.com/event/19824
Participants are recommended to dial-in approximately 10 minutes prior to the start of the event. A replay of the call will be available approximately two hours after completion through November 14, 2017. To listen to the replay, dial (877) 481-4010 (domestic) or (919) 882-2331 (international) and use replay ID 19824. The webcast replay will be available through November 14, 2017.
About DarioHealth Corp.
DarioHealth Corp. is a leading global digital health company serving tens of thousands of users with dynamic mobile health solutions. We believe people deserve the best tools to manage their treatment, and harnessing big data, we have developed a unique way for our users to analyze and personalize their diabetes management. With our smart diabetes solution, users have direct access to track and monitor all facets of diabetes, without having the disease slow them down. The acclaimed Dario™ Blood Glucose Monitoring System all-in-one blood glucose meter and native smartphone app gives users an unrivaled method for self-diabetes management. DarioHealth is headquartered in Caesarea, Israel with a regional office in Burlington, Massachusetts. For more information, visit http://mydario.investorroom.com/.
DarioHealth Corporate and Media Contact
Shmuel Herschberg
Marketing Director
shmuel@mydario.com
1-914-775-5548
DarioHealth Investor Relations Contact
Hayden IR
Stephen Hart
DRIO@HaydenIR.com
917-658-7878
NEWTON, Mass., Aug. 10, 2017 — Dynasil Corporation of America (NASDAQ: DYSL) today announced that its contract research subsidiary, RMD Inc., has received two Phase II grants totaling $2.1 million under the National Institute of Health and NASA’s Small Business Innovation Research (SBIR) and Small Business Technology Transfer (STTR) Programs.
“RMD world-class research continues to be at the vanguard of medical imaging and scintillation technology,” said Peter Sulick, Dynasil’s CEO and President. “RMD is developing cutting edge imaging probes for the National Institute of Health and radiation tolerant detectors for NASA. Our goal is to deliver lower cost, next generation medical imaging probes to aid in the fight to eliminate cancer and radiation hard gamma-ray and neutron detectors to enable NASA to conduct long term space research missions.”
RMD received two Phase II grants totaling $2.1 million for the following:
- Imaging Beta ProbeTM – RMD is developing a new PET probe, the Imaging Beta ProbeTM (IBPTM), intended for rapid localization of cancer lesions. At the heart of this probe is RMD’s new hybrid scintillator coupled to a silicon photomultiplier. The IBPTM is designed to provide continuous real time audio and visual feedback to the surgeon. After excision of cancerous tissue, the IBPTM will enable the surgeon to check the tumor bed and surrounding margins for any remaining cancerous cells which previously might have gone undetected because they were obscured by background radiation or overlying tissue.
- Radiation Tolerant Gamma-ray and Neutron Detector – Scintillation based radiation detectors are an essential tool for space applications such as planetary science, astrophysics, heliophysics and space weather. Unfortunately, scintillator efficiency decays with increased exposure to radiation. Long term space exploration missions to hostile environments, such as those around Jupiter, Venus or Mercury expose scintillators to large ionizing radiation doses that will render current scintillation material useless.To address this problem, RMD is developing radiation tolerant, temperature invariant scintillation modules using advanced materials to provide high performance gamma-ray and neutron spectroscopy in a single detector. Our research will result in a large volume, high performance detector module, rigorously tested for space exploration.
“From the development of medical imaging probes designed to assist doctors in removing cancerous lesions to gamma-ray and neutron detectors that enable NASA to conduct long term deep space mission, the Phase II research projects we are embarking on through these SBIR/STTR Programs embody some of the world’s most pressing medical and space physics research needs,” said Kanai Shah, Ph. D. President of Dynasil’s RMD subsidiary. “RMD is proud to partner with the National Institute of Health and NASA on these initiatives.”
About Dynasil
Dynasil Corporation of America (NASDAQ: DYSL) develops and manufactures optics and photonics products, optical detection and analysis technology and components for the homeland security, medical and industrial markets. Combining world-class expertise in research and materials science with extensive experience in manufacturing and product development, Dynasil is commercializing products including dual-mode radiation detection solutions for Homeland Security and commercial applications and sensors for non-destructive testing. Dynasil has an impressive and growing portfolio of issued and pending U.S. patents. The Company is based in Newton, MA, with additional operations in MA, MN, NY, NJ and the United Kingdom. More information about the Company is available at www.dynasil.com.
Safe Harbor
This news release may contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements regarding future events and our future results are based on current expectations, estimates, forecasts, and projections and the beliefs and assumptions of our management, including, without limitation, our expectations regarding results of operations, the commercialization of our technology and the strength of our intellectual property portfolio. These forward-looking statements may be identified by the use of words such as “plans”, “intends,” “may,” “could,” “expect,” “estimate,” “anticipate,” “continue” or similar terms, though not all forward-looking statements contain such words. The actual results of the future events described in such forward looking statements could differ materially from those stated in such forward looking statements due to a number of important factors. These factors that could cause actual results to differ from those anticipated or predicted include, without limitation, the size and growth of the potential markets for our products and our ability to serve those markets, the rate and degree of market acceptance of any of our products, general economic conditions, costs and availability of raw materials and management information systems, our ability to obtain and maintain intellectual property protection for our products, competition, the loss of key management and technical personnel, our ability to obtain timely payment of our invoices to governmental customers, litigation, the effect of governmental regulatory developments, the availability of financing sources, our ability to identify and execute on acquisition opportunities and integrate such acquisitions into our business, and seasonality, as well as the uncertainties set forth in the Company’s 2016 Annual Report on Form 10 K, as filed on December 21, 2016, including the risk factors contained in Item 1a, and from time to time in the Company’s other filings with the Securities and Exchange Commission. The Company disclaims any intention or obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Contact:
Patty Kehe
Corporate Secretary
Dynasil Corporation of America
Phone: (617) 668-6855
pkehe@dynasil.com
JINJIANG, China, Aug. 10, 2017 — China Ceramics Co., Ltd. (NASDAQ stock: CCCL) (“China Ceramics” or the “Company”), a leading Chinese manufacturer of ceramic tiles used for exterior siding and for interior flooring and design in residential and commercial buildings, today announced that on August 6, 2017 its Board of Directors appointed Mr. Roy Tan Choon Kang as an independent director and a member of the Audit, Compensation and Nominating committees. Mr. Tan meets the Nasdaq Stock Market independence requirements as well as additional independence requirements under the US securities laws for the membership on the Audit Committee. Following Mr. Tan’s addition to the standing committees of the Board, their respective memberships are as follows: (i) Audit Committee: Jianwei Liu (Chair and the Audit Committee financial expert), Roy Tan, Chengliang Shen, Cheng Davis and Liu Jun; (ii) Compensation Committee: Shen Chengliang (Chair), Liu Jun and Roy Tan; and (iii) Nominating Committee: Shen Chengliang (Chair), Liu Jun and Roy Tan.
“We welcome Mr. Tan to our Board and the Board’s committees as an independent director. We are confident that he will make a positive contribution to the Company based upon his experience and background,” said Mr. Jiadong Huang, CEO of China Ceramics.
Mr. Tan commenced his career at the Government of Singapore Investment Corporation (GIC) in 1996 with the Economics & Strategy Department handling GIC’s equity and fixed income investments in North America and Latin America. From February 1, 2009 to December 31, 2016, Mr. Tan held the title of Managing Partner of One Tree Partners PTE Ltd., an asset management company. From November 2016 to July 31, 2017, Mr. Tan held the office of the CFO of Fuse Enterprises Inc., a digital marketing and mining company. Mr. Tan holds a joint MBA degree from National University of Singapore and Columbia University, NY (1999).
About China Ceramics Co., Ltd.
China Ceramics Co., Ltd. is a leading manufacturer of ceramic tiles in China. The Company’s ceramic tiles are used for exterior siding, interior flooring, and design in residential and commercial buildings. For more information, please visit http://www.cceramics.com.
Safe Harbor Statement
Certain of the statements made in this press release are “forward-looking statements” within the meaning and protections of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance, capital, ownership or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “could,” “intend,” “target” and other similar words and expressions of the future. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties described in our annual report on Form 20-F for the year ended December 31, 2016 and otherwise in our SEC reports and filings, including the final prospectus for our offering. Such reports are available upon request from the Company, or from the Securities and Exchange Commission, including through the SEC’s Internet website at http://www.sec.gov. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date hereof, or after the respective dates on which any such statements otherwise are made.
Contact Information:
China Ceramics Co., Ltd.
Edmund Hen, Chief Financial Officer
Email: info@cceramics.com
Precept Investor Relations LLC
David Rudnick, Account Manager
Email: david.rudnick@preceptir.com
Phone: +1 917-864-8849
Chiasma plans to initiate enrollment in the new Phase 3 clinical trial – OPTIMAL – during second half of 2017
Anticipates release of top-line data from new OPTIMAL trial by end of 2019
Conference call and webcast scheduled for 5 p.m. ET today
WALTHAM, Mass., Aug. 10, 2017 — Chiasma, Inc. (Nasdaq:CHMA), a clinical-stage biopharmaceutical company focused on improving the lives of patients with rare and serious chronic diseases, today announced it has reached agreement with the U.S. Food and Drug Administration (FDA) on the design of a new Phase 3 clinical trial for its octreotide capsules product candidate, conditionally trade-named Mycapssa®, for the maintenance therapy of adult patients with acromegaly. The agreed-upon study is designed to address the concerns previously raised in the FDA’s Complete Response Letter (CRL) and was reached through Special Protocol Assessment (SPA) with the FDA’s Division of Metabolism and Endocrinology Products. The trial, referred to as “OPTIMAL” (Octreotide capsules vs. Placebo Treatment In MultinationAL centers), is a randomized, double-blind, placebo-controlled, nine-month trial in 50 adult acromegaly patients (at least 20% of whom must be recruited from the United States). OPTIMAL utilizes levels of insulin-like growth factor, IGF-1, a byproduct of increased growth hormone (GH) levels caused by acromegaly, as the sole primary endpoint measure.
The Company believes the trial is adequately powered to assess maintenance of biochemical control with octreotide capsules compared to placebo in adult acromegaly patients who previously demonstrated biochemical control on somatostatin receptor ligand injections. The Company anticipates release of top-line data from this new Phase 3 clinical trial by the end of 2019.
A Special Protocol Assessment (SPA) is a process by which an applicant and the FDA reach an agreement on the protocol design, endpoints and analysis of a Phase 3 clinical study prior to initiation, in order to determine if the study adequately addresses scientific and regulatory requirements for FDA approval.
Octreotide capsules are an investigational new oral drug proposed for the maintenance therapy of adult patients with acromegaly. Acromegaly is most commonly caused by a benign tumor of the pituitary gland that produces excess GH, ultimately leading to significant health problems and early death if untreated. GH regulates multiple metabolic processes and stimulates the production of IGF-1 in the liver, which stimulates the growth of bones and other tissues. If approved, octreotide capsules may be the first oral somatostatin analog treatment option available for acromegaly patients, where the current standard of care is somatostatin analog injections.
“The agreement with the FDA on a clinical path forward is an important step toward advancing octreotide capsules as a maintenance treatment for adult acromegaly patients treated with the approved injections,” said Mark Fitzpatrick, president and CEO of Chiasma. “The Special Protocol Assessment indicates the agency’s agreement that our planned new Phase 3 clinical trial is appropriately designed to form the primary basis of an efficacy claim. It is a critical milestone in the continued development of octreotide capsules and provides regulatory clarity to enable us to resubmit our New Drug Application (NDA) if the trial’s primary endpoint is achieved. We appreciate the FDA’s guidance throughout this past year as we worked through multiple strategies to determine a viable development and regulatory path forward for octreotide capsules.
“Our cash and investment balance was $80.1 million at June 30, 2017. Based on our current plans, we expect to have a cash and investment balance of at least $60 million at the end of 2017. In addition, we expect that our existing cash and investments will be sufficient to fund our operations through our anticipated release of top-line data from this new Phase 3 clinical trial by the end of 2019 and to support in parallel our MPOWERED trial,” Fitzpatrick continued.
The Company continues to enroll patients in its international Phase 3 MPOWERED clinical trial of octreotide capsules for the maintenance treatment of adult patients with acromegaly to potentially support regulatory approval in Europe. However, in order to support enrollment rates for the OPTIMAL Phase 3 clinical trial, Chiasma has significantly reduced the number of sites enrolling patients in the MPOWERED trial. Chiasma has preserved more than two-thirds of the clinical sites previously designated as MPOWERED investigative sites for exclusive enrollment in the OPTIMAL trial. Chiasma now expects to have top-line data from the MPOWERED Phase 3 clinical trial in 2020.
About the OPTIMAL Phase 3 Trial
Chiasma plans to conduct a randomized, double-blind, placebo-controlled, nine-month clinical trial in 50 adult acromegaly patients (at least 20% of whom must be recruited from the United States) whose disease is biochemically controlled, based upon levels of IGF-1, a byproduct of increased GH levels caused by acromegaly, on injectable somatostatin analogs at baseline (average IGF-1 ≤1.0 x upper limit of normal (ULN)). The patients must also have confirmed active acromegaly following their last surgical intervention based upon an elevated IGF-1 at that time of >1.3 x ULN. The trial will be randomized on a 1:1 basis to octreotide capsules or placebo. Patients will be dose titrated from 40mg per day to up to a maximum of 80mg per day, equaling two capsules in the morning and two capsules in the evening. Patients meeting predefined biochemical failure criteria during the course of the trial will revert to their original treatment of injections and will be monitored for the remainder of the trial. The primary endpoint of the study is the proportion of patients who maintain their biochemical response compared to placebo at the end of the nine-month, double-blind, placebo-controlled period as measured using the average of the last two IGF-1 levels ≤ 1.0 x ULN. Hierarchical secondary endpoints that will be considered by the FDA in evaluating the totality of evidence for octreotide capsules treatment effect include:
- Proportion of patients who maintain GH response at week 36, compared to screening;
- Time to loss of response of IGF-1 > 1×ULN;
- Time to loss of response of IGF-1 > 1.3×ULN;
- Change from screening to end of treatment in mean GH; and
- Change in IGF-1, from baseline to end of treatment.
The FDA required that the last two secondary endpoints be analyzed by comparing the octreotide capsules treatment arm to the placebo treatment arm at the end of the nine-month, double-blind, placebo-controlled phase, including those patients that have been rescued by injectable somatostatin analogs. We estimate that as many as 90% or more of the placebo-treated patients may require injectable somatostatin analog rescue therapy. The trial design also includes as exploratory endpoints the last observed biochemical values (measuring both GH and IGF-1) prior to rescue by injectable somatostatin analogs.
Chiasma has completed the manufacturing of the necessary clinical trial material, including placebo capsules, to initiate the OPTIMAL trial. The Company expects to begin enrolling patients in the new Phase 3 trial during the second half of 2017.
Conference Call Information
Chiasma will conduct an investor conference call to discuss the Special Protocol Assessment, the OPTIMAL clinical trial and the development and regulatory paths forward for octreotide capsules at 5:00 p.m. ET today. A live webcast of the call will be available in the “News & Investors” section of www.chiasma.com. The call also may be accessed by dialing (877) 604-1612 or (201) 389-0883. A webcast replay will be available following the call.
About Chiasma
Chiasma is focused on improving the lives of patients who face challenges associated with their existing treatments for rare and serious chronic diseases. Employing its Transient Permeability Enhancer (TPE®) technology platform, Chiasma seeks to develop oral medications that are currently available only as injections. The Company has reached agreement with the U.S. Food and Drug Administration (FDA) on the design of a new Phase 3 clinical trial for its octreotide capsules product candidate, conditionally trade-named Mycapssa®, for the maintenance therapy of adult patients with acromegaly. Chiasma is headquartered in the United States with a wholly owned subsidiary in Israel. Mycapssa and TPE are registered trademarks of Chiasma.
Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the Company’s commitment to develop new treatment options for patients with rare and serious chronic diseases, specifically acromegaly, the Company’s efforts to potentially obtain regulatory approval in the United States by conducting the new Phase 3 OPTIMAL clinical trial under a Special Protocol Assessment, the Company’s efforts to potentially obtain regulatory approval in Europe by conducting the ongoing MPOWERED Phase 3 clinical trial, the Company’s ability to successfully manufacture clinical trial material to enable the enrollment of patients in the OPTIMAL trial in the second half of 2017, the timing of receipt of top-line data and submission of regulatory filings, including the Company’s ability to obtain top-line data from the OPTIMAL trial by the end of 2019 and the Company’s ability to obtain top-line data from the MPOWERED trial in 2020, and the Company’s cash forecasts, including its expected cash and investment balances as of the end of 2017 and the expectation that it has sufficient existing cash and investments on hand to fund its operations through its anticipated release of top-line data from the new Phase 3 OPTIMAL clinical trial by the end of 2019 and to support the MPOWERED trial in parallel. Any forward-looking statements in this press release are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks associated with the regulatory review and approval process generally; risks associated with Chiasma’s Phase 3 clinical trial to support regulatory approval of octreotide capsules in the E.U.; risks associated with Chiasma conducting an additional randomized, double-blind and controlled Phase 3 clinical trial to support regulatory approval of octreotide capsules in the United States, including risks related to the enrollment, timing and associated expenses; risks associated with Special Protocol Assessment agreements, including the risk that Special Protocol Assessment agreements are not a guarantee of approval and the FDA may not approve octreotide capsules even if the Phase 3 trial is successful; risks associated with the ability of the Company’s suppliers to pass future regulatory inspections; risks associated with obtaining, maintaining and protecting intellectual property; risks associated with Chiasma’s ability to enforce its patents against infringers and defend its patent portfolio against challenges from third parties; the risk that octreotide capsules, if approved, will not be successfully commercialized; the risk of competition from currently approved therapies and from other companies developing products for similar uses; risks associated with Chiasma’s financial position, including its ability to manage operating expenses and/or obtain additional funding to support its business activities; risks associated with Chiasma’s dependence on third parties; and risks associated with defending any litigation, including the risk that we incur more costs than we expect and uncertainty involving the outcome. For a discussion of these and other risks and uncertainties, and other important factors, any of which could cause our actual results to differ from those contained in the forward-looking statements, see the section entitled “Risk Factors” in Chiasma’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filed with the Securities and Exchange Commission (SEC) on August 10, 2017, and in subsequent filings with the Securities and Exchange Commission. All information in this press release is as of the date of the release, and Chiasma undertakes no duty to update this information unless required by law.

Contact:
Andrew Blazier
Sharon Merrill Associates
(617) 542-5300
chma@investorrelations.com
RICHMOND, Calif., Aug. 10, 2017 — Sangamo Therapeutics, Inc. (Nasdaq: SGMO) announced today that Sandy Macrae, M.B., Ch.B., Ph.D., Sangamo’s chief executive officer, will present at the 2017 Wedbush PacGrow Healthcare Conference on Tuesday, August 15th at 9:45 a.m. Eastern Time. The conference is being held in New York from August 15-16, 2017.
The presentation will be webcast live and may be accessed via a link on the Sangamo Therapeutics website in the Investor and Media section under Events and Presentation. The presentation will be archived on the Sangamo website for two weeks after the event.
About Sangamo Therapeutics
Sangamo Therapeutics, Inc. is focused on translating ground-breaking science into genomic therapies that transform patients’ lives using the Company’s industry leading platform technologies in genome editing, gene therapy, gene regulation and cell therapy. For more information about Sangamo, visit www.sangamo.com.
PHILADELPHIA, Aug. 10, 2017 — Aevi Genomic Medicine, Inc. (NASDAQ: GNMX) (the “Company”) today announced the execution of a definitive agreement to sell shares of common stock and warrants to purchase common stock in a private placement, or PIPE, to certain accredited investors, led by Children’s Hospital of Philadelphia Foundation (“the CHOP Foundation”).
The Company will sell 22.2 million shares of its common stock with warrants to purchase approximately 4.0 million additional shares of its common stock, for aggregate proceeds of $28.0 million, before expenses. The CHOP Foundation led the financing, with additional participation by other undisclosed existing blue-chip investors. The CHOP Foundation has committed to provide up to an additional $5.0 million of equity financing through June 30, 2018, subject to certain terms and conditions.
“Children’s Hospital of Philadelphia is a globally renowned research organization, and they are a tremendously valued partner to the Company,” commented Mike Cola, President and Chief Executive Officer of Aevi Genomic Medicine. “We are pleased with its decision to support us in this transaction.”
“Aevi Genomic Medicine has been our collaborator in the pursuit of new and effective treatments for severe and debilitating childhood diseases since 2014. We are very hopeful that this investment will yield benefits that will make new treatments quickly available to families,” said Bryan Wolf, Executive Vice President and Chief Scientific Officer of Children’s Hospital of Philadelphia. “Research happening right now has the potential to revolutionize medicine. We need partners like Aevi Genomic Medicine to help us get us across the finish line faster. We look forward to what the future holds,” he said.
The Company intends to use the aggregate net proceeds of the PIPE to further the development of its two lead clinical programs, to support its ongoing collaboration with Children’s Hospital of Philadelphia, to develop other product candidates and for general corporate purposes.
Jefferies, LLC served as financial advisor to Aevi Genomic Medicine for the PIPE and Evercore, LLC served as financial advisor to the CHOP Foundation in such transaction.
Subject to the approval of the Company’s stockholders and the satisfaction of certain customary closing conditions, the PIPE is expected to close in the fourth quarter of 2017. The Company has not yet set a date for a stockholder meeting to seek the approval of the PIPE. Once a meeting date has been determined, the Company will send a notice and proxy statement relating to the meeting and the approval being sought to its stockholders.
The securities being sold in this PIPE have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and will not be able to be offered or sold in the United States absent registration thereunder or an applicable exemption from the registration requirements. The Company has agreed to file a resale registration statement with the Securities and Exchange Commission within 60 days of the PIPE closing to register the resale of the shares of common stock, including those underlying the warrants, issued in the PIPE.
This notice does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.
About Aevi Genomic Medicine, Inc.
Aevi Genomic Medicine, Inc. is dedicated to unlocking the potential of genomic medicine to translate genetic discoveries into novel therapies. Driven by a commitment to patients with pediatric onset life-altering diseases, the Company’s research and development efforts leverage an internal genomics platform and an ongoing collaboration with the Center for Applied Genomics at The Children’s Hospital of Philadelphia. Based on discoveries from the genomics collaboration, the Company currently has two programs in clinical development, AEVI-001 for mGLuR+ ADHD and AEVI-002 for severe pediatric onset Crohn’s disease.
Forward-looking Statements
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and as that term is defined in the Private Securities Litigation Reform Act of 1995, which include all statements other than statements of historical fact, including (without limitation) those regarding the expected timing of the closing of the private placement, the Company’s development and business strategy, its product candidates and the plans and objectives of management for future operations. The Company intends that such forward-looking statements be subject to the safe harbors created by such laws. Forward-looking statements are sometimes identified by their use of the terms and phrases such as “estimate,” “project,” “intend,” “forecast,” “anticipate,” “plan,” “planning, “expect,” “believe,” “will,” “will likely,” “should,” “could,” “would,” “may” or the negative of such terms and other comparable terminology. All such forward-looking statements are based on current expectations and are subject to risks and uncertainties. Should any of these risks or uncertainties materialize, or should any of the Company’s assumptions prove incorrect, actual results may differ materially from those included within these forward-looking statements. Accordingly, no undue reliance should be placed on these forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. As a result of these factors, the events described in the forward-looking statements contained in this release may not occur.
CONTACT:
Aevi Genomic Medicine, Inc.
Brian Piper
Brian.Piper@aevigenomics.com
Westwicke Partners
Chris Brinzey
+1-339-970-2843
Chris.brinzey@westwicke.com
MEDIA INQUIRIES:
FTI Consulting
Irma Gomez-Dib
+1-212-850-5761
+1-415-706-9155
irma.gomez-dib@fticonsulting.com
HOUSTON, TX–(August 09, 2017) – Moleculin Biotech, Inc., (NASDAQ: MBRX) (“Moleculin” or the “Company”), a preclinical pharmaceutical company focused on the development of anti-cancer drug candidates, some of which are based on license agreements with The University of Texas System on behalf of the MD Anderson Cancer Center, today commented on several recent FDA approvals for new drugs for the treatment of acute myeloid leukemia (AML).
Walter Klemp, CEO of Moleculin commented: “the recent approvals of three new drugs (Rydapt, Vyxeos and Idhifa) for the treatment of AML are exciting, since they provide additional options for treatments in defined subpopulations, and because they help underscore the magnitude of the potential opportunity for Annamycin, which we will be studying for relapsed or refractory AML. With regard to AML, Rydapt is approved only for patients with a specific gene mutation, and for use in combination with the standard of care chemotherapy. Vyxeos is approved as an option to the standard of care, but only for specific AML patients, namely those with newly-diagnosed therapy-related acute myeloid leukemia (t-AML) or AML with myelodysplasia-related changes (AML-MRC). Jazz Pharmaceuticals purchased this drug in their $1.5 billion acquisition of Celator Pharmaceuticals.
Mr. Klemp continued: “although FDA approval of both of those drugs was based on overall survival comparisons with a standard of care, Idhifa was approved based on an accelerated clinical trial design that showed a 19% response rate in patients with relapsed or refractory AML and IDH2 mutation. What’s interesting is that Idhifa was approved with a single Phase 1/2 clinical trial based on response rate, not overall survival, and a relatively low response rate at that. Also, the patient population for which it is approved represents only 13% of all AML patients. We look forward to working with FDA on a similar approach for Annamycin — reliance on response rate in an accelerated path — but for a larger population of AML patients.”
“While these new drugs make valuable incremental improvements in AML therapy,” concluded Mr. Klemp, “most AML patients will still fail to respond to (or relapse from) initial therapy; therefore, our initial clinical development plan will attempt to address the significant unmet need of patients who relapse from, or are refractory to, initial therapy. We also believe that, if Annamycin can demonstrate superior efficacy and safety to the current standard of care, the drug may be able to fill major areas for first-line AML treatment. In the meantime, these transactions serve to remind us of the opportunity for our company if Annamycin shows significant activity in our planned clinical trials.”
About Moleculin Biotech, Inc.
Moleculin Biotech, Inc. is a preclinical stage pharmaceutical company focused on the development of anti-cancer drug candidates, some of which are based on discoveries made at MD Anderson Cancer Center. Our lead product candidate is Annamycin, an anthracycline being studied for the treatment of relapsed or refractory acute myeloid leukemia, more commonly referred to as AML. We also have two preclinical small molecule portfolios, one of which is focused on the modulation of hard-to-target tumor cell signaling mechanisms and the recruitment of the patient’s own immune system. The other portfolio targets the metabolism of tumors.
For more information about the Company, please visit http://www.moleculin.com.
Forward-Looking Statements
Some of the statements in this release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements in this press release include, without limitation, the ability of Annamycin to enter into a clinical trial for and show activity in patients with AML and the ability of Annamycin to qualify for accelerated approval. These statements relate to future events, future expectations, plans and prospects. Although Moleculin Biotech believes that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Moleculin Biotech has attempted to identify forward-looking statements by terminology including ”believes,” ”estimates,” ”anticipates,” ”expects,” ”plans,” ”projects,” ”intends,” ”potential,” ”may,” ”could,” ”might,” ”will,” ”should,” ”approximately” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, including those discussed under Item 1A. “Risk Factors” in our most recently filed Form 10-K filed with the Securities and Exchange Commission (“SEC”) and updated from time to time in our Form 10-Q filings and in our other public filings with the SEC. Any forward-looking statements contained in this release speak only as of its date. We undertake no obligation to update any forward-looking statements contained in this release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.
Contacts
PCG Advisory Group
Investors:
Kirin M. Smith
Chief Operating Officer
D: 646.863.6519
E: ksmith@pcgadvisory.com
BELGRADE, Mont., Aug. 09, 2017 — Xtant Medical Holdings, Inc. (NYSE American:XTNT), a leader in the development of regenerative medicine products and medical devices, today announced that the U.S. Food and Drug Administration (FDA) has cleared product line extensions for the Calix-C family of cervical interbody cages. The clearance provides for the addition of two larger footprints and importantly, for use with allograft. This clearance strengthens Xtant Medical’s focus in regenerative technologies, providing a more comprehensive. integrated cervical treatment option for surgeons and their patients.
In Xtant’s continued effort to combine our hardware and biologics products to provide total solutions for our customers, the Calix-C indication now includes use with allograft comprised of cancellous and/or corticocancellous bone graft in addition to the current use with autograft. Xtant Medical’s 3Demin and patented OsteoSponge technology are ideal allografts to use with Calix-C due to their ability to compress, fill and expand within the interbody’s graft chamber, allowing for ideal bone contact with the vertebral plates and fusion. OsteoVive, a cellular allograft, can also be used in conjunction with Calix-C. The additional, larger footprints of Calix-C are designed for increased stability against the vertebral endplates, and allow for a larger lumen for bone graft, making it a better surgical option for a greater number of patients. The addition of the allograft indication and the larger sizes will all be available in PEEK and Titanium plasma coated PEEK.
“This new FDA clearance allows Xtant Medical to leverage the clinical effectiveness of our established allograft product offerings for use with our now expanded line of interbody devices in cervical discectomy and fusion procedures” stated Dr. Gregory Juda, CSO and GM of Xtant Medical. “We expect that the use of these products as a combined spinal fusion solution will result in positive patient outcomes.”
The Calix‐C™ Cervical Interbody Spacer is intended for spinal fusion procedures at one level (C2 – T1 inclusive) in skeletally mature patients and is intended to be used with supplemental spinal fixation systems such as Xtant Medical’s Spider Cervical Plating and Certex Spinal Fixation Systems.
Xtant Medical estimates the worldwide market for cervical fusion devices at $1.3B and growing. The worldwide market for Demineralized Bone Matrix (DBM) is estimated at $485M. The Company has initiated collaborative marketing efforts for the current Calix-C offering with the surgeon’s preferred Xtant Medical allograft, and is preparing for the alpha launch of the new Calix-C sizes later this year.
About Xtant Medical
Xtant Medical Holdings, Inc. (NYSE American:XTNT) develops, manufactures and markets class-leading regenerative medicine products and medical devices for domestic and international markets. Xtant products serve the specialized needs of orthopedic and neurological surgeons, including orthobiologics for the promotion of bone healing, implants and instrumentation for the treatment of spinal disease, tissue grafts for the treatment of orthopedic disorders, and biologics to promote healing following cranial, and foot and ankle surgeries. With core competencies in both biologic and non-biologic surgical technologies, Xtant can leverage its resources to successfully compete in global neurological and orthopedic surgery markets. For further information, please visit www.xtantmedical.com.
Important Cautions Regarding Forward-looking Statements
This press release contains certain disclosures that may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to significant risks and uncertainties. Forward-looking statements include statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “continue,” “efforts,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “projects,” “forecasts,” “strategy,” “will,” “goal,” “target,” “prospects,” “potential,” “optimistic,” “confident,” “likely,” “probable” or similar expressions or the negative thereof. Statements of historical fact also may be deemed to be forward-looking statements. We caution that these statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others: the ability to comply with covenants in the Company’s senior credit facility and to make deferred interest payments; the ability to maintain sufficient liquidity to fund operations; the ability to remain listed on the NYSE MKT; the ability to obtain financing on reasonable terms; the ability to increase revenue; the ability to continue as a going concern; the ability to maintain sufficient liquidity to fund operations; the ability to achieve expected results; the ability to remain competitive; government regulations; the ability to innovate and develop new products; the ability to obtain donor cadavers for products; the ability to engage and retain qualified technical personnel and members of the Company’s management team; the availability of Company facilities; government and third-party coverage and reimbursement for Company products; the ability to obtain regulatory approvals; the ability to successfully integrate recent and future business combinations or acquisitions; the ability to use net operating loss carry-forwards to offset future taxable income; the ability to deduct all or a portion of the interest payments on the notes for U.S. federal income tax purposes; the ability to service Company debt; product liability claims and other litigation to which we may be subjected; product recalls and defects; timing and results of clinical studies; the ability to obtain and protect Company intellectual property and proprietary rights; infringement and ownership of intellectual property; the ability to remain accredited with the American Association of Tissue Banks; influence by Company management; the ability to pay dividends; and the ability to issue preferred stock; and other factors.
Additional risk factors are listed in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q under the heading “Risk Factors.” The Company undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

Investor Contact
CG CAPITAL
Rich Cockrell
877.889.1972
investorrelations@cg.capital
Company Contact
Xtant Medical
Molly Mason
mmason@xtantmedical.com
PEARL RIVER, N.Y.
- Acquisition Will Provide Greater HFC Distribution, Significantly Enhance Customer Base; Strengthen Overall Sales & Distribution Capabilities
- Investor Conference Call Today at 5 P.M.
Hudson Technologies, Inc. (NASDAQ:HDSN) (“Hudson”) today announced that it has entered into a definitive agreement to acquire Airgas-Refrigerants, Inc. (“ARI”), a subsidiary of Airgas, Inc., a leading U.S. supplier of industrial gases, in a transaction valued on a gross basis at approximately $220 million, subject to closing and post-closing adjustments.
ARI is a leading refrigerant distributor and EPA certified reclaimer in the U.S. ARI distributes, reclaims and packages refrigerant gases for a variety of end uses.
Potential benefits of the acquisition include:
- ARI’s HFC distribution business will favorably position Hudson as the industry shifts from Hydrochlorofluorocarbons (HCFCs) to Hydrofluorocarbons (HFCs).
- Broader customer network will provide Hudson with access to refrigerant for reclamation while also strengthening distribution capabilities.
- Adding incremental reclamation processing capacity to support the anticipated growth in reclamation volume from the ongoing phase out of HCFC (R-22) production and the future phase down of HFC production.
- Enabling Hudson to sell its state-of-the-art Global Energy Services offerings to a broader base of customers.
- Enhancing geographic footprint in the U.S.
- Combining two highly complementary businesses.
As of March 31, 2017, trailing 12 month pro forma revenue of the combined business is approximately $250 million. The transaction is expected to be accretive to earnings beginning one year following the close of the transaction.
The acquisition will be financed with available cash balances plus borrowings under an enhanced asset based lending facility of $150 million from PNC Bank and a new term loan from funds advised by FS Investments and sub-advised by GSO Capital Partners LP of between $95 million and $110 million. No additional Hudson equity will be issued to finance this transaction.
Kevin J. Zugibe, Chairman and Chief Executive Officer of Hudson Technologies commented, “This will be a transformative acquisition for our company, enhancing our business by providing a complementary product portfolio, expanding our geographic footprint and customer base and significantly expanding our sales and distribution capabilities. ARI is a prominent refrigerant distributor in the United States and we believe the combination of our operations will provide meaningful scale to our business and further enhance Hudson’s leadership in the refrigerant and reclamation industry.
“The increased scale of the combined company will allow us to better serve our customers during the ongoing phase out of HCFC refrigerants and positions us better to serve an expanded customer base during the future phase down of HFC refrigerants. Additionally, this acquisition gives us access to a significantly larger customer base and a new audience for our Global Energy Services offerings, a growing focus of our business which provide optimization solutions, engineering assessments and energy management tools.”
Mr. Zugibe continued, “With the acquisition of ARI, we look forward to leveraging our strengthened capabilities, expertise and reach to meet the needs of an expanded customer base. We look forward to serving our existing and acquired customers with our expanded portfolio of products and services.”
The acquisition of ARI is subject to customary closing conditions, including the consummation of the contemplated debt financing, and the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, and is currently expected to close in 2017.
William Blair & Co. is acting as Hudson’s exclusive financial advisor for the transaction and the law firm of Wiggin and Dana LLP is serving as the Company’s legal counsel.
CONFERENCE CALL INFORMATION
The Company will host a conference call today, Wednesday, August 9, 2017 at 5:00 P.M. Eastern Time.
To access the live webcast and investor deck please use the following link: https://www.hudsontech.com/investor-relations/events-presentations/
To participate in the call by phone, dial (877) 407-9205 approximately five minutes prior to the scheduled start time. International callers please dial (201) 689-8054.
A replay of the teleconference will be available until September 9, 2017 and may be accessed by dialing (877) 481-4010. International callers may dial (919) 882-2331. Callers should use conference ID: 19253
About Hudson Technologies
Hudson Technologies, Inc. is a leading provider of innovative and sustainable solutions for optimizing performance and enhancing reliability of commercial and industrial chiller plants and refrigeration systems. Hudson’s proprietary RefrigerantSide® Services increase operating efficiency, provide energy and cost savings, reduce greenhouse gas emissions and the plant’s carbon footprint while enhancing system life and reliability of operations at the same time. RefrigerantSide® Services can be performed at a customer’s site as an integral part of an effective scheduled maintenance program or in response to emergencies. Hudson also offers SMARTenergy OPS®, which is a cloud-based Managed Software as a Service for continuous monitoring, Fault Detection and Diagnostics and real-time optimization of chilled water plants. In addition, the Company sells refrigerants and provides traditional reclamation services for commercial and industrial air conditioning and refrigeration uses. For further information on Hudson, please visit the Company’s web site at www.hudsontech.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
Statements contained herein which are not historical facts constitute forward-looking statements. These include statements regarding management’s intentions, plans, beliefs, expectations or forecasts for the future including, without limitation, Hudson’s expectations with respect to the benefits, costs and other anticipated financial impacts of the proposed ARI transaction; future financial and operating results of the company; the company’s plans, objectives, expectations and intentions with respect to future operations and services; approval of the proposed transaction by governmental regulatory authorities; the availability of financing; the satisfaction of the closing conditions to the proposed transaction; and the timing of the completion of the proposed transaction. Such forward-looking statements involve a number of known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, changes in the laws and regulations affecting the industry, changes in the demand and price for refrigerants (including unfavorable market conditions adversely affecting the demand for, and the price of, refrigerants), the Company’s ability to source refrigerants, regulatory and economic factors, seasonality, competition, litigation, the nature of supplier or customer arrangements that become available to the Company in the future, adverse weather conditions, possible technological obsolescence of existing products and services, possible reduction in the carrying value of long-lived assets, estimates of the useful life of its assets, potential environmental liability, customer concentration, the ability to obtain financing, any delays or interruptions in bringing products and services to market, the timely availability of any requisite permits and authorizations from governmental entities and third parties as well as factors relating to doing business outside the United States, including changes in the laws, regulations, policies, and political, financial and economic conditions, including inflation, interest and currency exchange rates, of countries in which the Company may seek to conduct business, the Company’s ability to successfully integrate any assets it acquires from third parties into its operations, and other risks detailed in the Company’s 10-K for the year ended December 31, 2016 and other subsequent filings with the Securities and Exchange Commission. Examples of such risks and uncertainties specific to the proposed ARI transaction include, but are not limited to: the possibility that the proposed transaction is delayed or does not close, including due to the failure to receive required regulatory approvals or the failure of other closing conditions; the possibility that the expected benefits will not be realized, or will not be realized within the expected time period; and the ability to complete the contemplated debt financings. The words “believe”, “expect”, “anticipate”, “may”, “plan”, “should” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.
Investor Relations:
Institutional Marketing Services (IMS)
John Nesbett/Jennifer Belodeau
(203) 972-9200
jnesbett@institutionalms.com
or
Hudson Technologies, Inc.
Brian F. Coleman, President & COO
(845) 735-6000
bcoleman@hudsontech.com
HAYWARD, Calif., Aug. 09, 2017 — Anthera Pharmaceuticals (Nasdaq:ANTH) today announced that blisibimod has received orphan drug designation from the U.S. Food and Drug Administration (FDA) for the treatment of Immunoglobulin A nephropathy (IgAN). Blisibimod targets B-cell activating factor, or BAFF, which has been shown to be elevated in a variety of B-cell mediated autoimmune diseases, including IgAN, systemic lupus erythematosus, and others.
“We are pleased by the FDA’s decision to designate blisibimod with orphan drug designation,” said Craig Thompson, Chief Executive Officer of Anthera. “There remains a very high need for patients with IgA nephropathy, as no approved therapies currently exist despite the high proportion of patients who progress to end-stage renal disease. We remain optimistic that blisibimod may be a well-tolerated, disease-modifying therapeutic that targets the underlying pathology for IgAN.”
Anthera is currently analyzing the data from the randomized, double-blind, placebo controlled, Phase 2 BRIGHT-SC study of blisibimod in patients with IgA nephropathy (IgAN). After Week 24, patients were given the opportunity to continue blinded treatment for up to 104 weeks, discontinue treatment but continue to be followed, or discontinue from the study. Most patients, 42 of 57, completed at least 60 weeks of evaluation and 21 completed assessments through at least 104 weeks. Anthera anticipates reporting top-line data later this month.
IgAN, also known as Berger’s disease is the most common cause of primary glomerulonephritis (acute inflammation of the kidney) worldwide, occurring more frequently in Asia than in Europe or North America. IgAN is characterized by deposition of immune complexes in the kidney, resulting in inflammation, the leakage of blood and protein into the urine, and loss of kidney function. The disease typically progresses slowly but as many as 40-50% of adults will eventually develop end-stage-renal disease and require dialysis or kidney transplant. There are currently no approved therapies for IgA nephropathy.
The Orphan Drug Designation program provides orphan status to drugs and biologics which are defined as those intended for the safe and effective treatment, diagnosis or prevention of rare diseases/disorders that affect fewer than 200,000 people in the U.S. annually. Orphan designation qualifies the sponsor of the drug for various development incentives, including tax credits for qualified clinical testing.
About Anthera Pharmaceuticals
Anthera Pharmaceuticals is a clinical-stage biopharmaceutical company focused on developing products to treat serious and life-threatening diseases, including exocrine pancreatic insufficiency and IgA nephropathy. Additional information on the Company can be found at www.anthera.com.
Safe Harbor Statement
Any statements contained in this press release that refer to future events or other non-historical matters, including statements that are preceded by, followed by, or that include such words as “estimate,” “intend,” “anticipate,” “believe,” “plan,” “goal,” “expect,” “project,” or similar statements, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on Anthera’s expectations as of the date of this press release and are subject to certain risks and uncertainties that could cause actual results to differ materially, including but not limited to those set forth in Anthera’s public filings with the SEC, including Anthera’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. Anthera disclaims any intent or obligation to update any forward-looking statements, whether because of new information, future events or otherwise, except as required by applicable law.
CONTACT: Investor Relations of Anthera Pharmaceuticals, Inc.
ir@anthera.com
For Media Inquiries:
Frannie Marmorstein
rbb Communications
frannie.marmorstein@rbbcommunications.com
305-567-0821
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