Uncategorized

$QVCB to Present at Upcoming Investor Conferences

Liberty Interactive Corporation (Nasdaq: QVCA, QVCB, LVNTA, LVNTB) announced that Greg Maffei, President and CEO of Liberty Interactive Corporation, will be presenting at the following investor conferences:

  • Morgan Stanley Technology, Media and Telecom Conference, on Wednesday, March 1st at 11:10 a.m., P.S.T. (2:10 p.m., E.S.T.) at the Palace Hotel in San Francisco, CA
  • Deutsche Bank Media, Internet and Telecom Conference, on Monday, March 6th at 4:25 p.m., E.S.T. at the Breakers Hotel in Palm Beach, FL

During his presentations, Mr. Maffei may make observations regarding the company’s financial performance and outlook, as well as other forward looking matters.

The presentations will be broadcast live via the Internet. All interested persons should visit the Liberty Interactive Corporation website at http://www.libertyinteractive.com/events to register for the webcasts. An archive of the webcasts will also be available on this website for one year after appropriate filings have been made with the SEC.

About Liberty Interactive Corporation

Liberty Interactive Corporation operates and owns interests in a broad range of digital commerce businesses. Those businesses are currently attributed to two tracking stock groups: the QVC Group and the Liberty Ventures Group. The businesses and assets attributed to the QVC Group (Nasdaq: QVCA, QVCB) consist of Liberty Interactive Corporation’s subsidiaries, QVC, Inc. and zulily, llc, and its interest in HSN, Inc., and the businesses and assets attributed to the Liberty Ventures Group (Nasdaq: LVNTA, LVNTB) consist of all of Liberty Interactive Corporation’s businesses and assets other than those attributed to the QVC Group, including its interests in Liberty Broadband Corporation and FTD, Liberty Interactive Corporation’s subsidiary Evite, and minority interests in Interval Leisure Group, Lending Tree and Charter Communications.

 

Liberty Interactive Corporation
Courtnee Chun, 720-875-5420
Liberty Interactive Corporation

Wednesday, February 22nd, 2017 Uncategorized Comments Off on $QVCB to Present at Upcoming Investor Conferences

$SNGX Receives European Patent for Formulation of Synthetic Hypericin to Treat Psoriasis

PRINCETON, N.J., Feb. 22, 2017  — Soligenix, Inc. (Nasdaq: SNGX) (Soligenix or the Company), a late-stage biopharmaceutical company focused on developing and commercializing products to treat rare diseases where there is an unmet medical need, announced today that its proprietary formulation of synthetic hypericin has been granted a European patent for the treatment of psoriasis.  The issued patent, EP 2571507, Formulations and methods of treatment of skin conditions, complements the method of treatment claims covered by the previously issued US patent 6001882, Photoactivated hypericin and the use thereof.

Synthetic hypericin, the active ingredient in SGX301, completed a Phase 2 clinical study demonstrating significant improvement in both Cutaneous T-cell lymphoma (CTCL) and psoriasis.  Positive results were published in the Journal of the American Academy of Dermatology (https://dx.doi.org/10.1016/j.jaad.2010.02.039). Soligenix is currently enrolling patients into a pivotal Phase 3 clinical trial of SGX301 for the treatment of CTCL.

“We are pleased to be granted additional protection for our intellectual property in Europe while we aggressively pursue SGX301 in CTCL.  In the meantime, we are positioning synthetic hypericin for potential product expansion into other cutaneous T-cell diseases, such as psoriasis, as a component of our long-term strategy to enhance the value of our compound,” stated Christopher J. Schaber, PhD, President and Chief Executive Officer of Soligenix.  “With the promising Phase 2 results in both CTCL and psoriasis, we eagerly await the results of our ongoing Phase 3 CTCL clinical study, which are expected by the end of this year.”

About Synthetic Hypericin

Synthetic hypericin, the active ingredient in SGX301, is a potent photosensitizer that is topically applied to skin lesions and then activated by fluorescent light 16 to 24 hours later.  This novel treatment approach avoids the risk of secondary malignancies (including melanoma) inherent with the frequently employed DNA-damaging chemotherapeutic drugs and other photodynamic therapies that are dependent on ultraviolet exposure.  Combined with photoactivation, hypericin has demonstrated significant anti-proliferative effects on activated normal human lymphoid cells and inhibited growth of malignant T-cells isolated from CTCL patients. In a published Phase 2 clinical study, patients with CTCL experienced a statistically significant (p≤0.04) improvement with topical hypericin treatment whereas the placebo was ineffective:  58.3% vs. 8.3%, respectively.  In patients with psoriasis, a statistically significant (p<0.02) improvement with topical hypericin treatment was also experienced, whereas the placebo was ineffective: 54.6% vs. 0.0%, respectively.

SGX301 in CTCL has received orphan drug and fast track designations from the US Food and Drug Administration (FDA), as well as orphan designation from the European Medicines Agency (EMA) and promising innovative medicine designation from the Medicines & Healthcare products Regulatory Agency (MHRA) in the United Kingdom.

About Psoriasis

Psoriasis is a chronic, noncommunicable, painful skin condition for which there is no cure with great negative impact on patients’ quality of life. It is caused by rapidly proliferating skin cells, driven by autoimmune T-cell mediated inflammation. Of the various types of psoriasis, plaque psoriasis is the most common and is characterized by red plaques that are covered by white scales. Moderate psoriasis is characterized by the involvement of 3-10% of the body surface area, while severe psoriasis will involve >10% of the body surface area. There is a genetic component to psoriasis, as children with one parent with psoriasis have a 10% risk of inheriting the disease. About 30% of people with psoriasis will also develop psoriatic arthritis.

Psoriasis is usually associated with T-cell lymphocytic and neutrophilic infiltrates superficially in lesional skin. Treatments vary from topical options including photodynamic therapy to reduce pain and itching and potentially reduce the inflammation driving plaque formation, to systemic treatments. Most common systemic treatments and even current topical photodynamic therapy carry a risk of increased skin cancer.

According to the World Health Organization Global Report on Psoriasis 2016 (http://apps.who.int/iris/bitstream/10665/204417/1/9789241565189_eng.pdf), the prevalence of psoriasis is between 1.5% and 5% in developed countries, with some suggestions of incidence increasing with time. It is estimated, based upon review of historic published studies and reports and an interpolation of data on the incidence of psoriasis, that it affects approximately 2% of the total population in the US.

About Cutaneous T-Cell Lymphoma

Cutaneous T-cell lymphoma (CTCL) is a class of non-Hodgkin’s lymphoma (NHL), a type of cancer of the white blood cells that are an integral part of the immune system.  Unlike most NHLs, which generally involve B-cell lymphocytes (involved in producing antibodies), CTCL is caused by an expansion of malignant T-cell lymphocytes (involved in cell-mediated immunity) normally programmed to migrate to the skin.  These malignant cells migrate to the skin, causing various lesions to appear that may change shape as the disease progresses, typically beginning as a rash and eventually forming plaques and tumors.  Mortality is related to the stage of CTCL, with median survival generally ranging from about 12 years in the early stages to only 2.5 years when the disease has advanced.  There is currently no cure for CTCL.

CTCL constitutes a rare group of NHLs, occurring in about 4% of the approximate 500,000 individuals living with the disease.  It is estimated, based upon review of historic published studies and reports and an interpolation of data on the incidence of CTCL that it affects over 20,000 individuals in the US, with approximately 2,800 new cases seen annually.

About Soligenix, Inc.

Soligenix is a late-stage biopharmaceutical company focused on developing and commercializing products to treat rare diseases where there is an unmet medical need. Our BioTherapeutics business segment is developing SGX301 as a novel photodynamic therapy utilizing safe visible light for the treatment of cutaneous T-cell lymphoma, our first-in-class innate defense regulator (IDR) technology, dusquetide (SGX942) for the treatment of oral mucositis in head and neck cancer, and proprietary formulations of oral beclomethasone 17,21-dipropionate (BDP) for the prevention/treatment of gastrointestinal (GI) disorders characterized by severe inflammation including pediatric Crohn’s disease (SGX203) and acute radiation enteritis (SGX201).

Our Vaccines/BioDefense business segment includes active development programs for RiVax™, our ricin toxin vaccine candidate, OrbeShield®, our GI acute radiation syndrome therapeutic candidate and SGX943, our melioidosis therapeutic candidate. The development of our vaccine programs incorporates the use of our proprietary heat stabilization platform technology, known as ThermoVax®.  To date, this business segment has been supported with government grant and contract funding from the National Institute of Allergy and Infectious Diseases (NIAID) and the Biomedical Advanced Research and Development Authority (BARDA).

For further information regarding Soligenix, Inc., please visit the Company’s website at www.soligenix.com.

This press release may contain forward-looking statements that reflect Soligenix, Inc.’s current expectations about its future results, performance, prospects and opportunities, including but not limited to, potential market sizes, patient populations and clinical trial enrollment.  Statements that are not historical facts, such as “anticipates,” “estimates,” “believes,” “hopes,” “intends,” “plans,” “expects,” “goal,” “may,” “suggest,” “will,” “potential,” or similar expressions, are forward-looking statements.  These statements are subject to a number of risks, uncertainties and other factors that could cause actual events or results in future periods to differ materially from what is expressed in, or implied by, these statements.  Soligenix cannot assure you that it will be able to successfully develop, achieve regulatory approval for or commercialize products based on its technologies, particularly in light of the significant uncertainty inherent in developing therapeutics and vaccines against bioterror threats, conducting preclinical and clinical trials of therapeutics and vaccines, obtaining regulatory approvals and manufacturing therapeutics and vaccines, that product development and commercialization efforts will not be reduced or discontinued due to difficulties or delays in clinical trials or due to lack of progress or positive results from research and development efforts, that it will be able to successfully obtain any further funding to support product development and commercialization efforts, including grants and awards, maintain its existing grants which are subject to performance requirements, enter into any biodefense procurement contracts with the US Government or other countries, that it will be able to compete with larger and better financed competitors in the biotechnology industry, that changes in health care practice, third party reimbursement limitations and Federal and/or state health care reform initiatives will not negatively affect its business, or that the US Congress may not pass any legislation that would provide additional funding for the Project BioShield program. In addition, there can be no assurance as to timing or success of the Phase 3 clinical trial of SGX942 (dusquetide) as a treatment for oral mucositis in patients with head and neck cancer receiving chemoradiation therapy.  These and other risk factors are described from time to time in filings with the Securities and Exchange Commission, including, but not limited to, Soligenix’s reports on Forms 10-Q and 10-K.  Unless required by law, Soligenix assumes no obligation to update or revise any forward-looking statements as a result of new information or future events.

Wednesday, February 22nd, 2017 Uncategorized Comments Off on $SNGX Receives European Patent for Formulation of Synthetic Hypericin to Treat Psoriasis

$INAP Raises $43 Million in Common Equity Private Placement

— Net proceeds to be used to reduce debt — Management reaffirms 2016 and 2017 financial guidance — Fourth quarter 2016 results to be reported on March 9, 2017

ATLANTA, Feb. 22, 2017  — Internap Corporation (NASDAQ: INAP) (“INAP” or the “Company”), a leading technology provider of high-performance Internet infrastructure services, today announced a private placement of approximately 23.8 million shares of its common stock at a price of $1.81 per share, for aggregate gross proceeds of approximately $43 million. The funding in the private placement is provided by a group of investors that include affiliates of or funds managed by GAMCO Investors, Inc. and accounts advised by Avenir Corporation. The settlement date for the transaction is February 27, 2017.

The Company will use the net proceeds of the offering to repay a portion of its term loan indebtedness.  The equity offering and debt repayment will enable the Company to meet conditions under the Third Amendment and Waiver to Credit Agreement dated as of January 26, 2017 that among other things eases restrictions on the interest coverage ratio and leverage coverage ratio covenants.  The Company expects this to provide it with additional operating flexibility as it continues to implement its business plan.

“The confidence demonstrated by our investors in the future of INAP is extremely motivating to the entire management team as we continue our comprehensive operations improvement initiative,” said Peter D. Aquino, President and Chief Executive Officer. “The speed with which our new team is moving to right-size our business and invest in sales and marketing to capture strong market demand for Colocation and Cloud services is impressive.  The next steps in the 2017 transformation of the new INAP is to approach the market as two pure plays, complete our debt refinancing, and begin to consider strategic opportunities to bolster our organic growth.”

INAP reaffirms guidance for 2016, consisting of revenue of $297 million to $300 million, adjusted EBITDA of $81 million to $83 million, and capital expenditures of $47 million to $50 million, and its guidance for 2017, consisting of revenue of $275 million to $285 million, adjusted EBITDA of $84 million to $87 million and capital expenditures of approximately $42 million.

Jefferies LLC served as the placement agent for the offering.  Jenner & Block LLP acted as legal counsel to the Company, and White & Case LLP acted as legal counsel to Jefferies LLC.

Fourth Quarter 2016 Conference Call Information:

Internap Corporation will release fourth quarter 2016 financial results before market open on Thursday, March 9, 2017. At 8:30 a.m. ET the same day, senior management will host a conference call presentation to discuss the results.

The call can be accessed by dialing 877-334-0775. International callers should dial 631-291-4567. Listeners may connect to the simultaneous webcast, which will include accompanying presentation slides, on the Investor Relations section of the INAP website. An online archive of the webcast presentation will be available for one month following the call. An audio-only replay will be accessible from Thursday, March 9, 2017 at 11:30 a.m. ET through Thursday, March 16, 2017 at 855-859-2056 using replay code 62423127. International callers can listen to the archived event at 404-537-3406 with the same code.

About INAP

Internap Corporation (NASDAQ: INAP) is a leading technology provider of internet infrastructure through both Colocation Business and Enterprise Services (including network connectivity, IP, bandwidth, and Managed Hosting), and Cloud Services (including enterprise-grade AgileCLOUD 2.0, Bare-Metal Servers, and SMB iWeb platforms).  INAP’s global high-capacity network connects 15 company-controlled Tier 3-type data centers in major markets in North America, 34 wholesale partnered facilities, and points of presence in 26 central business districts around the world. INAP continues to transform since its inception in 1996, meeting customer demand for custom solutions and high-touch state-of-the-art colocation and cloud products and services.  INAP now operates a premium business model that also provides high-power density colocation, low-latency bandwidth, and public and private cloud platforms in an expanding internet infrastructure industry. For more information, visit www.inap.com.

Forward-Looking Statements

This press release contains forward-looking statements. These forward-looking statements include statements related to our initiatives regarding sales and marketing; our strategy to align into pure-play businesses; initiatives regarding balance sheet recapitalization and strategic opportunities; and our expectations for 2016 and 2017 revenues, adjusted EBITDA and capital expenditures. Our ability to achieve these forward-looking statements is based on certain assumptions, including our ability to execute on our business strategy, leveraging of multiple routes to market, expanded brand awareness for high-performance Internet infrastructure services and customer churn levels. These assumptions may prove to be inaccurate in the future. Because such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, there are important factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include our ability to execute on our business strategy and drive growth; our ability to maintain current customers and obtain new ones, whether in a cost-effective manner or at all; the robustness of the IT infrastructure services market; our ability to achieve or sustain profitability; our ability to expand margins and drive higher returns on investment; our ability to sell into new and existing data center space; the actual performance of our IT infrastructure services; our ability to correctly forecast capital needs, demand planning and space utilization; our ability to respond successfully to technological change and the resulting competition; the availability of services from Internet network service providers or network service providers providing network access loops and local loops on favorable terms, or at all; failure of third party suppliers to deliver their products and services on favorable terms, or at all; failures in our network operations centers, data centers, network access points or computer systems; our ability to provide or improve Internet infrastructure services to our customers; our ability to protect our intellectual property; market conditions and the terms of any issuance of equity or debt securities or the refinancing or amendment of our indebtedness; risks related to our indebtedness, including our substantial amount of debt, our ability to incur debt and increases in interest rates or in our borrowing margins; our ability to meet the financial and other covenants contained in our credit agreement; as well as other factors discussed in our filings with the Securities and Exchange Commission. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. We undertake no obligation to update, amend or clarify any forward-looking statement for any reason.

Non-GAAP Financial Measures

Because of the forward-looking nature of the Company’s forecasts of adjusted EBITDA, specific quantifications of the amounts that would be required to reconcile a pre-tax income or loss are not available. The Company believes that there is a degree of volatility with respect to certain of the Company’s GAAP measures which preclude the Company from providing accurate forecast of GAAP to non-GAAP reconciliations. Based on the above, the Company believes that providing estimates of the amounts that would be required to reconcile the range of the non-GAAP adjusted EBITDA would imply a degree of precision that would be confusing or misleading to investors.

INAP Investor Contacts
Richard Ramlall
404-302-9982
ir@inap.com

Carolyn Capaccio/Jody Burfening
LHA
212-838-3777
inap@lhai.com

 

Wednesday, February 22nd, 2017 Uncategorized Comments Off on $INAP Raises $43 Million in Common Equity Private Placement

$MBOT to Ring The Nasdaq Stock Market Closing Bell

ADVISORY, Feb. 22, 2017  —

What:
Microbot Medical Inc. (Nasdaq:MBOT), a medical device company specializing in the design and development of transformational micro-robotic medical technologies, will visit the Nasdaq MarketSite in Times Square.

In honor of the occasion, Harel Gadot, President, Chief Executive Officer & Chairman Of The Board Of Directors, will ring the Closing Bell.

Where:
Nasdaq MarketSite – 4 Times Square – 43rd & Broadway – Broadcast Studio

When:
Thursday, February 23, 2017 – 3:45 p.m. to 4:00 p.m. ET

Microbot Medical Contact:
Michael Polyviou
212-850-6020
mpolyviou@evcgroup.com

Nasdaq MarketSite:
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 Microbot Medical, Inc.
Microbot was founded in 2010 and became a NASDAQ listed company on November 28, 2016. The Company specializes in transformational micro-robotic medical technologies leveraging the natural and artificial lumens within the human body. Microbot’s current platforms, ViRob and TipCAT, are comprised of two highly advanced micro-robotic technologies, from which the Company is currently developing its first two product candidates: the Self Cleaning Shunt, or SCS, for the treatment of hydrocephalus and Normal Pressure Hydrocephalus, or NPH; and a self-propelling, semi-disposable endoscope that is being developed initially for use in colonoscopy procedures. Further information about Microbot Medical is available at http://www.microbotmedical.com.

The ViRob technology is a revolutionary autonomous crawling micro-robot which can be controlled remotely or within the body.  Its miniature dimensions allow it to navigate and crawl in different spaces within the human body, including blood vessels, the digestive tract and the respiratory system.  Its unique structure gives it the ability to move in tight spaces and curved passages as well as the ability to remain within the human body for prolonged time.  To learn more about ViRob please visit http://www.microbotmedical.com/technology/virob/.

TipCAT is a transformational self-propelled, flexible, and semi-disposable endoscope providing see & treat capabilities within tubular lumens in the human body such as the colon, blood vessels, and the urinary tract.  Its locomotion mechanism is perfectly suitable to navigate and crawl through natural & artificial tubular lumens, applying the minimal necessary pressure to achieve the adequate friction required for gentle, fast, and safe advancement within the human body.  To learn more about TipCAT visit http://www.microbotmedical.com/technology/tipcat/.

About Nasdaq
Nasdaq (Nasdaq:NDAQ) is a leading provider of trading, clearing, exchange technology, listing, information and public company services across six continents. Through its diverse portfolio of solutions, Nasdaq enables clients 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 85 marketplaces in 50 countries, and 1 in 10 of the world’s securities transactions. Nasdaq is home to approximately 3,800 listed companies with a market value of $10.1 trillion and nearly 18,000 corporate clients. To learn more, visit: business.nasdaq.com.

-NDAQA-

Wednesday, February 22nd, 2017 Uncategorized Comments Off on $MBOT to Ring The Nasdaq Stock Market Closing Bell

$AINC $AHT To #Acquire FelCor Lodging $FCH, #REIT Powerhouse

Combined company would result in the third-largest pure-play publicly traded lodging REIT by enterprise value FelCor’s Board of Directors has failed to meaningfully engage and provide necessary due diligence information; Ashford Hospitality Trust seeks to conduct constructive dialogue to further explore the significant value creating opportunity FelCor shareholders would experience a dividend increase of over 138% in the combined company

DALLAS, Feb. 21, 2017  — Ashford Hospitality Trust (NYSE: AHT) (“Ashford Trust” or the “Company”), a real estate investment trust focused on investing in the hospitality industry in upper upscale, full-service hotels, announced today that it has submitted a non-binding proposal to acquire FelCor Lodging Trust (NYSE: FCH) (“FelCor”) for a total consideration of $9.27 per share, based on closing prices as of February 17, 2017. FelCor shareholders would receive a fixed exchange ratio of 1.192 shares of Ashford Trust, a total of 400,000 shares of Ashford Inc. (NYSE MKT: AINC), and a total of 100,000 warrants to purchase Ashford Inc. shares. This offer, based on Ashford Trust’s written non-binding proposal to FelCor’s Board of Directors on February 21, 2017, represents a substantial premium of 28% over FelCor’s current stock price of $7.23 on February 17, 2017, a 23% premium to the 10-trading day volume weighted average price, and an 11% premium to FelCor’s 52-week high closing stock price of $8.34 on December 14, 2016.

Ashford Trust believes that the proposed combination has compelling strategic, operational, and financial merit, presenting the shareholders of FelCor and Ashford Trust with a significant value creation opportunity. The combined company would be the second-largest pure-play publicly traded lodging REIT by room count and the third-largest by enterprise value.

Ashford Trust has attempted to conduct good faith discussions with FelCor since early October 2016. However, even with a fully-executed non-disclosure agreement in place, FelCor has failed to meaningfully engage and has refused to provide customary information, including historical property level financial information, hotel management contracts, franchise/license agreements, consolidated financial projections, and other documents on Ashford Trust’s customary due diligence request list, which information would allow Ashford Trust to fully evaluate this significant opportunity to unlock value for shareholders of both companies. As a result, Ashford Trust, in consultation with its financial and legal advisors, has now decided to make the proposal public in order to inform FelCor’s shareholders of its intent.

“The benefits of this proposal are compelling. We believe the combination would provide significant strategic and financial benefits to both sets of shareholders and create a clear path towards considerable long-term value creation far in excess of FelCor’s standalone prospects. Ashford Trust has a proven, long-term track record of delivering substantial returns to shareholders through a wide variety of strategic initiatives, including transformative transactions, and we believe shareholders will view our proposal favorably. While it remains our strong desire to reach an agreement with FelCor on a friendly basis, we are fully committed to pursuing this transaction and are prepared to take all necessary steps to complete it, including nominating a slate of independent directors to ensure that FelCor appropriately considers our proposal,” said Benjamin J. Ansell, Lead Director of Ashford Trust.

In a letter to FelCor’s Board of Directors, Ashford Trust detailed the potential strategic and financial benefits of the proposed combination, including:

  • Significant value creation potential for both sets of shareholders;
  • Operational and G&A efficiencies;
  • Creation of the third largest pure-play lodging REIT by enterprise value with a larger and more diversified portfolio of 159 properties and 36,657 keys, limiting exposure to market specific volatility;
  • Enhanced scale of combined platform should enable a larger equity float and trading volume that could lead to multiple expansion with increased growth opportunities and broad-based access to multiple sources of capital;
  • Strong balance sheet;
  • Leading management team at Ashford Trust with proven track record of delivering significant shareholder returns;
  • Strong alignment of interest with management through high insider ownership, backed by shareholder friendly corporate governance; and
  • A clear and credible strategy for the pro forma combined company.

INVESTOR CALL AND SIMULCAST
The Company will host a conference call on February 21, 2017 at 9:30 a.m. ET to deliver a presentation on the proposed combination opportunity.  The presentation has been posted on the Company’s website at www.ahtreit.com under the “Investor” section.  The number to call for this interactive teleconference is 877-876-9174. A replay of the conference call will be available through February 28, 2017, by dialing 888-203-1112 and entering the passcode, 4671569.

The Company will also provide an online simulcast and rebroadcast of this call, which will be available online at the Company’s web site, www.ahtreit.com on February 21, 2017 beginning at 9:30 a.m ET. The online replay will follow shortly after the call and continue for approximately one year.

A copy of the letter delivered to FelCor’s Board of Directors on February 21, 2017 is included below:

February 21, 2017

The Board of Directors: Mr. Christopher J. Hartung, Mr. Glenn A. Carlin, Mr. Thomas J. Corcoran, Jr., Mr. Robert F. Cotter, Ms. Patricia L. Gibson, Mr. Steven R. Goldman, Ms. Dana Hamilton, Mr. Charles A. Ledsinger, Mr. Robert H. Lutz, Jr. and Mr. Mark D. Rozells

FelCor Lodging Trust Incorporated
125 E. John Carpenter Freeway, Suite 1600
Irving, Texas 75062

 

Dear Members of the Board:

Over the past several months, we have engaged in discussions with you regarding a business combination of FelCor Lodging Trust Incorporated (“FelCor”) and Ashford Hospitality Trust, Inc. (“Ashford”, “AHT” or “We”).  Ashford continues to believe that a transaction between Ashford and FelCor has compelling strategic, operational, and financial merit.  A combination presents both FelCor and Ashford shareholders with a value creation opportunity and will additionally provide the shareholders of FelCor an immediate premium for their shares and a material increase in their dividend.

At this point, you have left us no choice other than to make our proposal public.  We want your shareholders to understand our attractive proposal.  We are not only making our proposal public, but also nominating seven (7) directors for election to FelCor’s board due to your lack of responsiveness and willingness to engage with us seriously.  The goal of these directors, if elected, will be to diligently work to maximize value for FelCor shareholders by evaluating all options, including engaging with Ashford in a more meaningful fashion regarding our proposal, in accordance with their fiduciary duties.  We are confident that this highly qualified group of independent director nominees will be supported by your shareholders and will diligently work to maximize value for FelCor shareholders.

Background 
Since October 2016, Ashford Trust and/or its advisors have privately conducted more than twenty meetings, phone conversations, and written correspondence with FelCor and/or its advisors discussing the substance and merits of a combination.  Even though we executed a mutual non-disclosure agreement on January 11, 2017, you have been unwilling to share usual and customary information with us, including historical property level financial statements and property management agreements.  Notwithstanding, we enhanced our proposal in our February 2, 2017 letter to FelCor’s Board of Directors, as requested, based on your feedback and our sincere and determined interest in consummating this value creating transaction.  We were extremely disappointed by your response letter on February 8, 2017 in which you rejected our revised proposal in an unconstructive manner and attacked the seriousness and substance of our proposal.  It was an absolute validation of what we believe to be your disregard to maximize value for your shareholders.  Maximizing shareholder value is paramount for Ashford as evidenced by our significant long-term shareholder return outperformance.  We asked you back in October not to extend your brand-managed property management agreements that we believe were set to expire in an effort to maximize value for your shareholders.  Nevertheless, you subsequently announced that you extended those contracts, which we believe negatively impacted value for your shareholders.  We are even more disappointed to learn that, despite a substantial value enhancing proposal on the table, you have decided to proceed and announce the hiring of a new chief executive officer and deprive your shareholders fair consideration of our proposal.  We can only reasonably conclude from your actions that you are unwilling to engage in good faith discussions regarding a mutually beneficial transaction, and that your actions to date have been taken to merely provide the illusion of engagement if our proposal were ever to become public.  Perhaps we should not be surprised by the actions of the FelCor Board which only seem to be self-serving, considering that the tenured members of FelCor’s Board1 have served as directors for an average of more than ten years.  It is our understanding that a transaction committee of your Board consisting of Mr. Carlin, Mr. Hartung, Mr. Ledsinger, and Mr. Rozells was formed to review our proposal and ultimately rejected it.  This decision follows similar poor decisions you have made in your oversight of FelCor during your respective tenures as directors.  The table below shows the total shareholder return (“TSR”) for FelCor as compared to AHT and the Bloomberg Hotel REIT Index since each of the following directors joined the board2:

Board Member(Year Joined the Board) FCH TSR vs. AHT TSR FCH TSR vs. Bloomberg
Hotel REIT Index TSR
Mr. Ledsinger3 (Completion Date
of Ashford IPO – August 29, 2003)
-184% -153%
Mr. Rozells (2008) -256% -79%
Mr. Carlin (2009) -175% -43%
Mr. Hartung (2010) -60% -43%
Source: Bloomberg as of 2/17/17

FelCor has delivered the worst total return for shareholders among lodging REIT peers over the past ten years, but the FelCor Board has not been held accountable for such performance and its poor track record of decision making.  In light of the FelCor’s Board’s failure to appropriately consider our value-enhancing proposal, we believe that the time has come to take appropriate and reasonable steps intended to result in prompt and fair consideration of our proposal on behalf of FelCor shareholders.

As we had provided in our February 2, 2017 letter to FelCor’s Board of Directors, the following are the key components of our proposal:

Value Proposition 
We are proposing a total consideration of $9.27 per each FelCor share, based on a closing price of AHT as of February 17, 2017 and comprised of the following per share amounts:

i. A fixed exchange ratio of 1.192 AHT shares per FelCor share, equivalent in the aggregate to an approximate 58% ownership in the combined company;
ii. 0.003 shares of Ashford Inc. (“Advisor” or “AINC”), equivalent in the aggregate of 400,000 shares and approximately 20% ownership in AINC; 4 and
iii. 0.001 warrants to purchase Ashford Inc. shares with a strike price of $100 per share and an expiration date that is five years from the transaction closing date, equivalent in the aggregate of 100,000 warrants.

We note that our previous total consideration of $9.31 per share has been reduced by $0.04 per share for incremental change of control costs that we would now incur as a result of appointing the new CEO.  Despite the value leakage that your ill-advised action created, our purchase price represents a substantial 28% premium to the closing price of FelCor’s stock on February 17, 2017, a 23% premium to the 10-trading day volume weighted average price, and an 11% premium to FelCor’s 52-week high closing stock price of $8.34 on December 14, 2016.

Our offer not only provides a substantial premium to FelCor shareholders, but also provides the opportunity for FelCor shareholders to meaningfully participate in the upside of both AHT and Ashford Inc. shares resulting from the transaction.  Furthermore, FelCor shareholders will receive a 138% increase in their quarterly dividend in the combined company.

Ashford Inc. believes there may be approximately $18 – $30 million of operational and G&A efficiencies from this combination of Ashford and FelCor and is willing to stand behind a significant portion of the projected long-term, sustainable operating and G&A improvements that we are forecasting by offering a one (1) year guarantee of up to $18 million (sustainable operational and G&A synergies), commencing six (6) months following the completion of the transaction.  The actual payment of this guarantee, if needed, would come in the form of reduced advisory fees paid to the Advisor.  In order to finalize the terms of this guarantee as well as validate our underwriting, we again seek your cooperation in providing us with access to customary data, including property level financial information.  We believe the offer of this guarantee provides greater certainty over the operational improvements that the combined company will generate.

Finally, research has shown that higher common stock trading volume has led to higher valuation, all other variables held constant.  The greater float attained by combining our companies could lead to multiple expansion to the lodging REIT peer average.

Corporate Governance Enhancements and Advisory Agreement Amendments
As part of our proposal, we will make the following corporate governance enhancements and advisory agreement amendments:

  • We will adopt proxy access and are willing to work with you to provide other refinements to governance to be announced in conjunction with the shareholder vote to approve the combination;
  • Three (3) FelCor directors will have the opportunity to join the board of AHT and our advisor, Ashford Inc., has indicated that one (1) FelCor director will have the opportunity to join the board of Ashford Inc.;
  • As announced today, we are separating AHT’s Chairman and CEO roles, which is consistent with what we told you we would do; and
  • We will seek to negotiate and amend the advisory agreement within one year of combining our companies to reflect similar recent amendments made between Ashford Hospitality Prime and Ashford Inc., where applicable. Any such amendment to the advisory agreement will be subject to approval by independent committees of both the AHT and Ashford Inc. Boards.

Strategic Rationale 
We believe the business and strategic logic of this combination is clear, and we are confident in our view that our proposed transaction will provide significant benefits and lead to long-term value creation for both companies’ shareholders.  In fact, we believe the substantial overlap between the shareholders of FelCor and Ashford will reinforce the benefit from the value-creating combination of our two companies and that such shareholders will be highly supportive of the transaction.  There are many benefits of this combination for FelCor shareholders including:

  • Immediate 28% Price Premium5 and Participation in Long-Term Upside. Our proposal offers immediate upside to your shareholders and a significant premium relative to typical REIT merger transactions that have premiums in the 10-15% range.
  • Higher Stock Liquidity Leads to Better Valuation. Academic research supports the thesis that higher stock liquidity leads to higher valuation multiples.6 We have also found consistent industry data that supports this conclusion as well.
  • Estimated Operational and G&A Synergies of $18 – $30 million with $18 million back-stopped by Ashford Inc. We see the potential for meaningful value creation through the capitalized value of up to tens of millions of dollars in estimated annual operational synergies. We have shared with you historical comparisons of Ashford’s consistent outperformance relative to FelCor on EBITDA flow-through. After comparing metrics between our comparable properties, we continue to believe that we will be able to bring this same level of operational outperformance to FelCor’s assets. We expect further due diligence would support our analysis.
  • A 138% Increase in Common Dividend of the Combined Company. We plan to maintain our current common dividend post combination, which would result in a 138% increase in the common dividend for your shareholders.
  • Ashford’s Superior Performance vs. FelCor’s Poor Performance. We have outperformed both FelCor and the industry average since our IPO in 2003. Your shareholders have suffered significantly from your underperformance. Ashford Inc. and this management team have a proven and measurable track record in delivering exceptional operational and asset management performance. Our structure provides solid shareholder alignment through AHT’s ownership of Ashford Inc. shares as well as Ashford Inc. management’s substantial ownership in our stock. The benefits of our platform have been demonstrated through AHT’s sizable share price and total return outperformance versus the industry peers. Over the past 10 years, AHT has materially outperformed its peers and delivered total shareholder returns of approximately 75% compared to negative (60%) for FelCor and (12%) for other lodging REITs. Furthermore, the decrease in the value of FelCor’s share price since FelCor announced the appointment of a new CEO is an indication that FelCor shareholders disagree with the decision to proceed with your stated strategies rather than sell the Company. Under our proposal, FelCor shareholders can expect to benefit from the proven successful capabilities of the Ashford Inc. management team.
  • Ashford’s Superior Strategy vs. FelCor’s Misguided Strategy. We have posted an investor presentation on our website7 that walks through our credible and proven strategy for long-term value creation, which we believe is superior to the strategy that you have communicated to the market.
  • Calls For Industry Consolidation and Sale of Company. Several of your investors have spoken publicly about their desire to see a sale of FelCor. At the same time, investors and analysts in our sector have been calling for industry consolidation. We see this as the perfect opportunity for consolidation, especially as size will be an increasingly important factor in public market trading and because we believe that there are significant synergies and seamless integration potential, as both companies are based in Dallas.

We are confident that our proposal is economically and strategically compelling to your shareholders.  We believe your shareholders are ready for and deserve a change.  In the last ten years, FelCor’s total return has been a negative 60%, resulting in value impairment of nearly $845 million, while management and the board have spent over $260 million in G&A expenses.  During this time, we believe FelCor has made multiple inferior capital allocation decisions and strategy shifts.  A sample of what we view to have been inferior decisions includes:

  • An ill-timed investment into New York City and subsequent announcement of your intention to exit New York City.
  • Your recent renewal of certain brand property management contracts, despite our recommendation to hold off on sending those.
  • Spending millions in capital expenditures to convert assets to different brands that have not delivered attractive returns.
  • Equity raises at very dilutive prices.

Now FelCor has hired a new chief executive officer to lead the company, forcing shareholders to again take the risk of furthering this Board’s agenda rather than engage in a merger with Ashford and a management team that has materially outperformed FelCor.  We believe your shareholders deserve to hear a better alternative.  Our proposal provides a significant and immediate premium to the current FelCor share price as well as the substantial future upside in our combined company.  Furthermore, we believe that our proposal has a unique competitive advantage for your shareholders over many cash proposals as we are able to utilize a structure as a REIT that allows us to leave the existing secured and unsecured notes in place.  Therefore, we believe will avoid the need to pay a significant make whole premium to redeem these notes.  We are also prepared to make any required change of control offer required by either of the indentures governing such notes.  We are already far along in the process of securing financing commitments for this purpose so there will be no financing contingency in our binding contract.  In fact, UBS Investment Bank has already indicated to us that it is highly confident that it can raise the required financing.  We believe that cash buyers would be burdened by the significant make-whole provision required to redeem your bonds at the current time.  It is our view that recent renewal of brand management contracts has impaired value and may lead to declining interest from other management companies.  We also believe offers from other publicly-traded REITs are unlikely, given Ashford has the most similar assets and investment strategy to FelCor.  Overall, we believe our proposal offers the best outcome for FelCor shareholders.

Next Steps
As we have communicated to you many times in the past, it was never our desire to make our proposal public without your support.  However, you have left us with no choice.  We have a duty to our shareholders to pursue value maximizing opportunities on their behalf and believe it is imperative that we continue to work towards effecting a combination.  As you know, we have already acquired a 4.5% stake in FelCor, making us one of your largest shareholders.  We along with our advisers, UBS Investment Bank and Cadwalader, Wickersham & Taft LLP, are prepared to engage immediately with FelCor and its advisors.  Assuming ready access to management and detailed company information, we are fully prepared to conclude our due diligence review within 30 days, concurrently with the negotiation of a definitive merger agreement.  We are also prepared to continue to provide due diligence information to FelCor.  As we have indicated to you, and because the Board of FelCor has been unwilling to engage with us in good faith, we are nominating a slate of independent directors to ensure that FelCor appropriately considers our proposal.  We have identified a highly competent, experienced and entirely independent slate of directors willing to run for election to the FelCor Board.

Our proposal contained in this letter is preliminary and non-binding, and does not create any legally enforceable obligation of AHT, our Advisor or FelCor unless and until a definitive agreement is signed, which would contain customary terms and conditions.  Any final proposal is subject to the completion of a due diligence review, the final approval of our respective boards and the negotiation and execution of mutually acceptable definitive transaction agreements.

It is our hope that the members of the FelCor Board will carefully evaluate the financial and operational benefits of this now-public proposal and elect to engage in a constructive dialogue with us so that, together, we can expeditiously execute this very compelling and transformative strategic business combination.

Sincerely,
Benjamin J. Ansell
Lead Independent Director
Ashford Hospitality Trust Inc
Cc: Mr. Jonathan H. Yellen
EVP, General Counsel

Ashford Hospitality Trust is a real estate investment trust (REIT) focused on investing opportunistically in the hospitality industry in upper upscale, full-service hotels.

Ashford has created an Ashford App for the hospitality REIT investor community.  The Ashford App is available for free download at Apple’s App Store and the Google Play Store by searching “Ashford.”

Contacts

Ashford Hospitality Trust Media MacKenzie Partners, Inc.
Deric EubanksChief Financial Officer

(972) 490-9600

 

Jordan Jennings

Investor Relations

(972) 778-9487

 

Lex Suvanto(212) 729-2463

Lex.suvanto@edelman.com

 

Kara Brickman

(212) 729-2443

Kara.brickman@edelman.com

 

Paul Schulman/Bob Marese(212) 929-5500

(800) 322 -2885

Forward Looking Statements

Certain statements and assumptions in this press release contain or are based upon “forward-looking” information and are being made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements are subject to risks and uncertainties.  When we use the words “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements.  Such statements are subject to numerous assumptions and uncertainties, many of which are outside Ashford Hospitality Trust, Inc.’s (“Ashford Trust”) control.

These forward-looking statements are subject to known and unknown risks and uncertainties, which could cause actual results to differ materially from those anticipated, including, without limitation:  general volatility of the capital markets and the market price of our common stock; changes in our business or investment strategy; availability, terms and deployment of capital; availability of qualified personnel; changes in our industry and the market in which we operate, interest rates or the general economy; and the degree and nature of our competition.  These and other risk factors are more fully discussed in Ashford Trust’s filings with the Securities and Exchange Commission.  In addition, material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the ability to successfully integrate Ashford Trust and FelCor Lodging Trust Incorporated (“FelCor”); and the ability to recognize the anticipated benefits from the proposed combination of Ashford Trust and FelCor, including the anticipated synergies resulting from the proposed combination.

The forward-looking statements included in this press release are only made as of the date of this press release.  Investors should not place undue reliance on these forward-looking statements.  We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events or circumstances, changes in expectations or otherwise.

Additional Information

This communication does not constitute an offer to buy or solicitation of any offer to sell securities. This communication relates to a proposal which Ashford Hospitality Trust, Inc. (“Ashford Trust”) has made for a business combination transaction with FelCor Lodging Trust Incorporated (“FelCor”). In furtherance of this proposal and subject to future developments, Ashford Trust (and, if a negotiated transaction is agreed, FelCor) may file one or more registration statements, prospectuses, proxy statements or other documents with the SEC. This communication is not a substitute for any registration statement, prospectus, proxy statement or other document Ashford Trust or FelCor may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ASHFORD TRUST AND FELCOR ARE URGED TO READ CAREFULLY THE REGISTRATION STATEMENT(S), PROSPECTUS(ES), PROXY STATEMENT(S) AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ASHFORD TRUST, FELCOR AND THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of these documents (if and when they become available) and other related documents filed with the SEC at the SEC’s web site at www.sec.gov or by directing a request to Ashford Trust’s Investor Relations department at Ashford Hospitality Trust, Inc., Attention: Investor Relations, 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254 or by calling Ashford Trust’s Investor Relations department at (972) 490-9600. Investors and security holders may obtain free copies of the documents filed with the SEC on Ashford Trust’s website at www.ahtreit.com under the “Investor” link, at the “SEC Filings” tab.

Certain Information Regarding Participants

Ashford Trust and Ashford Inc. and their respective directors and executive officers may be deemed participants in the solicitation of proxies in connection with the proposed transaction. You can find information about Ashford Trust’s directors and executive officers in Ashford Trust’s definitive proxy statement for its most recent annual meeting filed with the SEC on April 25, 2016. You can find information about Ashford Inc.’s directors and executive officers in Ashford Inc.’s definitive proxy statements for its most recent annual meeting and special meeting filed with the SEC on April 28, 2016 and October 7, 2016, respectively. You can find information about FelCor’s directors and executive officers in FelCor’s definitive proxy statement for its most recent annual meeting filed with the SEC on April 14, 2016. These documents are available free of charge at the SEC’s web site at www.sec.gov and (with respect to documents and information relating to Ashford Trust) from Investor Relations at Ashford Trust, as described above.  Additional information regarding the interests of such potential participants will be included in one or more registration statements, proxy statements, tender offer statements or other related documents filed with the SEC if and when they become available.

____________________

1 Excludes the two newly appointed members in 2016 and two outgoing directors
2 Includes directors on the Transaction Committee
3 Mr. Ledsinger joined the FelCor Board in 1997
4 Ashford Inc. shares will be distributed from the shares currently owned by AHT
5 Based on closing prices as of 2/17/17
6 Liquidity, The Value of the Firm, and Corporate Finance – Amihud & Mendelson, 2008; The Value Impact of Stock Liquidity: An International Evidence – Huang, Wu, Yu and Zhang, 2013; Stock Market Liquidity and Firm Value – Fang, Noe and Tice, 2008; The Effects of Stock Liquidity on Firm Value and Corporate Governance: Endogeneity and the REIT Experiment – Cheung, Chung and Fung, 2015.
7 www.ahtreit.com

Tuesday, February 21st, 2017 Uncategorized Comments Off on $AINC $AHT To #Acquire FelCor Lodging $FCH, #REIT Powerhouse

$SPAR #Utilimaster Switches Gears on #USPS Next-Gen Delivery Vehicle Program

Partners with Prototype Award Participant to Upfit USPS Vehicles with Cargo Management Solutions

CHARLOTTE, Mich., Feb. 21, 2017  — Spartan Motors, Inc. (NASDAQ: SPAR) (“Spartan” or the “Company”), a global leader in specialty chassis and vehicle design, manufacturing and assembly, today announced that its Spartan Fleet Vehicles and Services (FVS) business unit — which encompasses the Utilimaster go-to-market brand — has stopped development on the United States Postal Service (USPS) Next Generation Delivery Vehicle (NGDV) Program as a prime contractor in the functional prototype development project and has sought withdrawal from the USPS. Spartan is continuing efforts to support this project and will partner with a leading USPS prototype award participant, to provide interior cargo solutions specific for the USPS’s needs.

“As a global leader in fleet vehicle design and production, we were honored to be among a select group of vehicle makers to win the USPS prototype award,” said Daryl Adams, President and Chief Executive Officer of Spartan Motors. “However, when we took a close look at the economics as a result of our inability to reach a satisfactory agreement with our commercial chassis supplier, further participation in the program as the primary body builder did not meet our baseline financial targets. Working closely with one of the USPS prototype award participants will enable us to participate in this significant NGDV program without the related upfront developmental capital requirement, while building what we’re best at for the fleet market – custom interior cargo management solutions.”

Utilimaster has produced route delivery and other vehicles for the USPS since 1999. As previously announced, Utilimaster was one of six vehicle manufacturers selected to receive the prototype award as part of a comprehensive USPS Request for Proposal (RFP) process. After a thorough evaluation, in-depth supplier consideration, and extensive financial modeling, Spartan has determined that remaining in the USPS NGDV project as a cargo management supplier provides a better return on capital, which better serves the Company and its shareholders.

“We would like to extend our most sincere thanks to the USPS for considering and selecting Spartan to take part in the evolution of their fleet,” continued Adams. “We look forward to assisting with development effort and providing the USPS with high quality cargo management solutions that best meet the needs of their business, while ensuring improved safety, productivity, and performance for their route delivery personnel.”

About Spartan Motors
Spartan Motors, Inc. is a leading designer, engineer, manufacturer and marketer of a broad range of specialty vehicles, specialty chassis, vehicle bodies and parts for the fleet and delivery, recreational vehicle (RV), emergency response, defense forces and contract assembly (light/medium duty truck) markets. The Company’s brand names— Spartan Motors, Spartan Specialty Vehicles, Spartan Emergency Response, Spartan Parts and Accessories, and Utilimaster®, a Spartan Motors Company— are known for quality, durability, performance, customer service and first-to-market innovation. The Company operates facilities in Michigan, Indiana, Pennsylvania, Kansas, Wisconsin, Nebraska, South Dakota, Saltillo, Mexico; and Lima, Peru. Spartan reported sales of $550 million in 2015. Visit Spartan Motors at www.spartanmotors.com.

This release contains several forward-looking statements that are not historical facts, including statements concerning our business, strategic position, financial projections, financial strength, future plans, objectives, and the performance of our products and operations.  These statements can be identified by words such as “believe,” “expect,” “intend,” “potential,” “future,” “may,” “will,” “should,” and similar expressions regarding future expectations.  These forward-looking statements involve various known and unknown risks, uncertainties, and assumptions that are difficult to predict with regard to timing, extent, and likelihood.  Therefore, actual performance and results may materially differ from what may be expressed or forecasted in such forward-looking statements. Factors that could contribute to these differences include operational and other complications that may arise affecting the implementation of our plans and business objectives; continued pressures caused by economic conditions and the pace and extent of the economic recovery; challenges that may arise in connection with the integration of new businesses or assets we acquire or the disposition of assets; restructuring of our operations, and/or our expansion into new geographic markets; issues unique to government contracting, such as competitive bidding processes, qualification requirements, and delays or changes in funding; disruptions within our dealer network; changes in our relationships with major customers, suppliers, or other business partners, including Isuzu; changes in the demand or supply of products within our markets or raw materials needed to manufacture those products; and changes in laws and regulations affecting our business.  Other factors that could affect outcomes are set forth in our Annual Report on Form 10-K and other filings we make with the Securities and Exchange Commission (SEC), which are available at www.sec.gov or our website.  All forward-looking statements in this release are qualified by this paragraph.  Investors should not place undue reliance on forward-looking statements as a prediction of actual results.  We undertake no obligation to publicly update or revise any forward-looking statements in this release, whether as a result of new information, future events, or otherwise.

Tuesday, February 21st, 2017 Uncategorized Comments Off on $SPAR #Utilimaster Switches Gears on #USPS Next-Gen Delivery Vehicle Program

$APOP Announces Positive #ClinicalTrial Results #ApoGraft

ApoGraft TM, Cellect’s flagship technology, validated as safe, robust and reproducible process for clinical use after a 104 donor test base

Cellect CEO: “In plain words, these positive results bring us one step closer to making stem cell therapies safe, effective and available”

TEL AVIV, Israel, Feb. 21, 2017 — Cellect Biotechnology Ltd. (Nasdaq:APOP) (TASE:APOP), a developer of stem cell selection technology, announced today positive final results from its clinical trial of ApoGraft™ in healthy donors. The study’s primary objective was to validate the Company’s propriety method of stem cell selection by going through the process of production and characterization with ApoGraft™, and was conducted on samples obtained in collaboration with two leading medical centers in Israel, The Schneider Children’s Medical Center and the Rambam Medical Center.

Cellect’s technology enables the use of stem cells for regenerative therapies by eliminating mature cells while leaving the stem cells unharmed using a natural process occurring in the human body, apoptosis (programed cell death), which “orders” cells to commit suicide. Cellect’s validated scientific platform, and the focus of its 7 families of patents, is that the apoptosis command destroys primarily mature cells, while stem cells remain alive and flourishing. This process allows for natural enrichment of stem cells, thus enabling stem cell-based therapies or transplantation to possess an abundance of quality stem cells with little to no risk of rejection or other complications, such as Graft versus Host Disease (GvHD).

The study included 104 healthy donors of blood stem cells. The samples (collected under approval of Helsinki committees) represented 5% of a graft used for transplantation into patients. The grafts were processed allowing stem cell production for transplantation with Cellect’s ApoGraft™. The use of the ApoGraft™ resulted in a significant increase in the death of mature immune cells, primarily T Lymphocytes, without compromising the quantity and quality of stem cells. The process takes only a few hours as compared to days of complex and expansive lab work with traditional methods, is anticipated to be extremely cost effective in comparison to current approaches, and has the potential to significantly reduce the risk of GvHD.

Dr. Yaron Pereg, Cellect’s Chief Development Officer, commented: “These results from processing human stem cells for bone marrow transplantation using ApoGraft™ clearly demonstrated that Cellect’s proprietary platform could improve the outcome of stem cell transplantations in patients suffering from hematological malignancies.”

About Cellect Biotechnology Ltd.

Cellect Biotechnology is traded on both the NASDAQ and Tel Aviv Stock Exchange (NASDAQ:APOP) (NASDAQ:APOPW) (TASE:APOP). The Company has developed a breakthrough technology for the isolation of stem cells from any given tissue that aims to improve a variety of stem cells applications.

The Company’s technology is expected to provide pharma companies, medical research centers and hospitals with the tools to rapidly isolate stem cells for in quantity and quality that will allow stems cell related treatments and procedures. Cellect’s technology is applicable to a wide variety of stem cells related treatments in regenerative medicine and that current clinical trials are aimed at the cancer treatment of bone marrow transplantations.

Forward-Looking Statements          
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. For example, forward-looking statements are used in this press release when we discuss that the positive results reported in this press release bring us one step closer to making stem cell therapies safe, effective and available, that Cellect’s proprietary platform could improve the outcome of stem cell transplantations in patients suffering from hematological malignancies and that our technology is expected to provide pharma companies, medical research centers and hospitals with the tools to rapidly isolate stem cells for in quantity and quality that will allow stems cell related treatments and procedures. These forward-looking statements and their implications are based on the current expectations of the management of the Company only, and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. In addition, historical results or conclusions from scientific research and clinical studies do not guarantee that future results would suggest similar conclusions or that historical results referred to herein would be interpreted similarly in light of additional research or otherwise. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: changes in technology and market requirements; we may encounter delays or obstacles in launching and/or successfully completing our clinical trials; our products may not be approved by regulatory agencies, our technology may not be validated as we progress further and our methods may not be accepted by the scientific community; we may be unable to retain or attract key employees whose knowledge is essential to the development of our products; unforeseen scientific difficulties may develop with our process; our products may wind up being more expensive than we anticipate; results in the laboratory may not translate to equally good results in real clinical settings; results of preclinical studies may not correlate with the results of human clinical trials; our patents may not be sufficient; our products may harm recipients; changes in legislation; inability to timely develop and introduce new technologies, products and applications, which could cause the actual results or performance of the Company to differ materially from those contemplated in such forward-looking statements. Any forward-looking statement in this press release speaks only as of the date of this press release. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws. More detailed information about the risks and uncertainties affecting the Company is contained under the heading “Risk Factors” in Cellect Biotechnology Ltd.’s final prospectus dated July 29, 2016 filed with the U.S. Securities and Exchange Commission, or SEC, which is available on the SEC’s website, www.sec.gov. and in the Company’s period filings with the SEC and the Tel-Aviv Stock Exchange.

Contact
Cellect Biotechnology Ltd. 
Eyal Leibovitz, Chief Financial Officer
www.cellectbio.com
+ 972-9-974-1444

LifeSci Advisors
Bob Yedid, Managing Director
646-597-6989
bob@lifesciadvisors.com
Tuesday, February 21st, 2017 Uncategorized Comments Off on $APOP Announces Positive #ClinicalTrial Results #ApoGraft

$AETI $6M of #IntelliSafe Program for #Permian Terminals, Pipelines

HOUSTON, Feb. 21, 2017 — American Electric Technologies, Inc. (NASDAQ:AETI), a leading provider of power delivery solutions for the global energy industry, announced today that its M&I Electric business has been awarded multiple contracts to provide turnkey power delivery solutions for a leading North American provider of midstream energy services to producers and consumers of natural gas, NGLs, crude oil, refined products and petrochemicals.

M&I received orders for IntelliSafe™ arc-resistant switchgear and M&I turnkey solutions to power a new pipeline designed to transport Permian Basin crude oil and condensate from the customer’s Midland, Texas terminal to its storage facility west of Houston. M&I received a separate order for the IntelliSafe to provide safe power distribution for the expansion of the customer’s Houston-based terminal that provides crude storage capacity and a pipeline that links the terminal with refining facilities in the southeast Texas refinery market.

“Although arc-resistant switchgear has been used to enhance operator safety for many years in the refining and chemical markets, the midstream industry has traditionally been resistant to deploy arc-resistant switchgear due to perceptions of increased cost,” said Troy Coker, Vice President, North America Power Distribution at M&I.  “We are very pleased that our customer is leading the midstream industry by deploying M&I’s IntelliSafe arc-resistant technology to meet the growth requirements of their Permian crude project, while setting a new standard for increased electrical personnel protection for their pipeline and other midstream projects.

M&I Electric’s IntelliSafe™ arc-resistant medium voltage switchgear incorporates patent pending safety features, 100% PIP (Process Industry Practices) specification compliance, and industrial internet of things capabilities enabling a new level of safety for oil and gas, power generation, and other critical power projects. IntelliSafe is part of the M&I’s turnkey power delivery solutions portfolio which includes custom-designed medium and low voltage conventional switchgear, Power Distribution Centers (PDCs), power conversion systems, power management and SCADA systems, construction and E&I services.

About AETI:

American Electric Technologies, Inc. (NASDAQ:AETI) is a leading supplier of power delivery solutions for the global energy industry. AETI offers M&I Electric™ power distribution and control products, electrical services, and E&I construction services. AETI is headquartered in Houston and has global operations in Beaumont, Texas; and Rio de Janeiro, Macae and Belo Horizonte Brazil. In addition, AETI has minority interests in two joint ventures, which have facilities located in Xian, China and Singapore. AETI’s SEC filings, news and product/service information are available at www.aeti.com.

Contact: 
Bill Brod
Chief Financial Officer
713-644-8182
Tuesday, February 21st, 2017 Uncategorized Comments Off on $AETI $6M of #IntelliSafe Program for #Permian Terminals, Pipelines

$NVDQ #Dermacell Receives Coverage from $CI #Cigna

VIRGINIA BEACH, Va., Feb. 21, 2017  — Global health services company Cigna (NYSE:CI) now covers Dermacell® for breast reconstruction surgery and Dermacell AWM® for diabetic foot ulcers. Dermacell is an advanced acellular dermal matrix developed by LifeNet Health and distributed exclusively by Novadaq Technologies, Inc. (NASDAQ: NVDQ)

“We are proud that Cigna, the first of the four major commercial health-care payers to review the growing base of evidentiary support, now covers Dermacell and Dermacell AWM when deemed medically necessary by physicians,” said Bud Brame, Vice President of Strategic Product Planning and Reimbursement Services at LifeNet Health. “We believe the positive results from recent Dermacell publications, including our randomized clinical trial, as well as growing surgeon demand for the graft contributed to this favorable outcome.”

With this decision, more than 15 million Cigna members throughout Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Maryland, Missouri, North and South Carolina, Tennessee, Texas and Virginia will have coverage for Dermacell and Dermacell AWM. Cigna’s new coverage policy applies to Dermacell and Dermacell AWM grafts provided for patients on and after Feb. 15, 2017.

“We are optimistic that other large commercial payers like Anthem, Aetna, and Humana will view the safety, efficacy and performance of Dermacell just as favorably and also expand their policies to include Dermacell,” Brame said.

Dermacell is decellularized using Matracell®, a proprietary and patented technology that removes more than 97 percent of the donor’s DNA without compromising the desired biomechanical or biochemical properties, and allows for rapid cellular infiltration and re-vascularization. LifeNet Health Preservon® technology allows the graft to be stored fully hydrated at ambient temperature, eliminating the need for refrigeration and rehydrating processes. Dermacell also is terminally sterilized, rendering the graft sterile to medical device-grade standards, with a sterility assurance level of 10-6.

About LifeNet Health
LifeNet Health helps save lives, restore health, and give hope to thousands each year. It is the world’s most trusted provider of transplant solutions — from organ procurement to bio-implants and cellular therapies — and a leader in regenerative medicine, while always honoring the donors and healthcare professionals who enable healing. For more information about LifeNet Health, go to www.LifeNetHealth.org.

Tuesday, February 21st, 2017 Uncategorized Comments Off on $NVDQ #Dermacell Receives Coverage from $CI #Cigna

$EYEG & $VRX #LicensingAgreement #EyeGate #EGP437 Combo

Novel Approach Offers Eye Care Practitioners Delivery Alternative for Post-Operative Therapeutic Regimens

LAVAL, Quebec and WALTHAM, Mass., Feb. 21, 2017  — Valeant Pharmaceuticals International, Inc. (NYSE: VRX and TSX: VRX) (“Valeant”) and EyeGate Pharmaceuticals, Inc. (Nasdaq: EYEG) (“EyeGate”), a specialty pharmaceutical company that focuses on developing and commercializing products for treating diseases and disorders of the eye, today announced that they have entered into an exclusive, worldwide licensing agreement through which EyeGate has granted a subsidiary of Valeant exclusive, worldwide commercial and manufacturing rights to the EyeGate® II Delivery System and EGP-437 combination product candidate for the treatment of post-operative pain and inflammation in ocular surgery patients.

This partnership follows a 2015 agreement in which Valeant secured an exclusive worldwide license for its subsidiary to this product for uveitis. Valeant has maintained its right of last negotiation to license the product for other indications.

“We are pleased to extend our relationship with EyeGate, and to obtain the global commercial and manufacturing rights to the EyeGate II Delivery System for the indication of post-operative inflammation and pain in ocular surgery patients. We believe that the product has significant potential in the market as part of our Bausch + Lomb business and applaud EyeGate for a remarkable job in advancing the product’s development in both uveitis and cataract surgery,” said Joseph C. Papa, Chairman and CEO of Valeant. “We look forward to further supporting EyeGate as they continue their progress in bringing this product to market to meet the needs of our customers and their patients.”

“This second licensing agreement with Valeant provides an important validation of both the clinical and commercial potential of iontophoretic EGP-437. We believe that Bausch + Lomb’s sales, marketing and commercial capabilities in ophthalmology are unrivalled, making them the optimal partner to bring this unique product to market,” said Stephen From, President and Chief Executive Officer of EyeGate. “For the approximately 3 million cataract surgery patients in the U.S. each year, adherence to the post-operative therapeutic regimen is imperative. As many of these patients are older and may struggle with self-administration of corticosteroid eye drops, we believe that iontophoretic EGP-437 administered by the eye care practitioner will provide a promising new treatment in addressing the needs of this large patient population.”

Under the license agreement, EyeGate received an upfront cash payment and has the potential to receive certain development-based milestone payments, as well as additional milestone payments based on the achievement of certain cumulative and annual sales milestones. Additionally, EyeGate will receive royalties on Valeant’s net sales of the product.

EyeGate will be responsible for the continued development of the EyeGate II delivery system in the U.S. for the treatment of post-operative pain and inflammation in ocular surgery patients, and all associated costs. Valeant has the right to further develop the product outside of the U.S., at its cost. In December 2016, EyeGate reported positive top-line data from a Phase 1b/2a trial assessing iontophoretic EGP-437 in the treatment of ocular inflammation and pain in post-surgical cataract patients.

About Valeant

Valeant Pharmaceuticals International, Inc. (NYSE/TSX:VRX) is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of dermatology, gastrointestinal disorders, eye health, neurology and branded generics. More information about Valeant can be found at www.valeant.com.

About EyeGate

EyeGate is a clinical-stage specialty pharmaceutical company that is focused on developing and commercializing products for treating diseases and disorders of the eye. EGP-437, EyeGate’s first product in clinical trials, incorporates a reformulated topically active corticosteroid, Dexamethasone Phosphate that is delivered into the ocular tissues through EyeGate’s proprietary innovative drug delivery system, the EyeGate II Delivery System.  In addition, EyeGate is developing, through its wholly-owned Jade subsidiary, products using cross-linked thiolated carboxymethyl hyaluronic acid (“CMHA-S”), a modified form of the natural polymer hyaluronic acid (HA), which possesses unique physical and chemical properties such as hydration and healing properties. The ability of CMHA-S to adhere longer to the ocular surface, resist degradation and protect the ocular surface makes it well-suited for treating various ocular surface injuries. For more information, please visit www.EyeGatePharma.com.

Forward-looking Statements

This press release may contain forward-looking statements which may generally be identified by the use of the words “anticipates,” “expects,” “intends,” “plans,” “should,” “could,” “would,” “may,” “will,” “believes,” “estimates,” “potential,” “target,” or “continue” and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties discussed in the most recent annual or quarterly reports of Valeant and Eyegate and detailed from time to time in Valeant’s and Eyegate’s other filings with the Securities and Exchange Commission and Valeant’s other filings with the Canadian Securities Administrators, which factors are incorporated herein by reference. Readers are cautioned not to place undue reliance on any of these forward-looking statements. These forward-looking statements speak only as of the date hereof. Neither Valeant nor Eyegate undertakes any obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect actual outcomes, unless required by law.

Contact Information:
Valeant EyeGate Pharmaceuticals
Elif McDonald Lee Roth / Janhavi Mohite
514-856-3855 646-536-7012 / 7026
877-281-6642 (toll free) lroth@theruthgroup.com / jmohite@theruthgroup.com
elif.mcdonald@valeant.com
Media:
Renée Soto
or
Chris Kittredge/Jared Levy
Sard Verbinnen & Co.
212-687-8080
Tuesday, February 21st, 2017 Uncategorized Comments Off on $EYEG & $VRX #LicensingAgreement #EyeGate #EGP437 Combo

$TPHS Announces Record Date for Proposed Rights Offering

Trinity Place Holdings Inc. (the “Company”) (NYSE:TPHS) announced today that a record date of March 1, 2017 has been set for a proposed rights offering of its shares of common stock. Upon commencement of the proposed rights offering, the Company will distribute to its existing stockholders as of the record date non-transferable subscription rights to purchase their pro rata portion of newly issued shares of its common stock. Each whole subscription right will entitle the holder to purchase one share of common stock at a subscription price equal to $7.50 per share. Holders as of the record date will also have oversubscription rights, pursuant to which they may be able to purchase additional shares at the subscription price to the extent that not all subscription rights are exercised, subject to certain limitations.

The rights offering will be made pursuant to the Company’s effective shelf registration statement on file with the Securities and Exchange Commission (Reg. No. 333-214482). The information herein is not complete and is subject to change. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of any securities referred to in this press release in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. The rights offering will be made only by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

About Trinity Place Holdings Inc.

Trinity Place Holdings Inc. is a real estate holding, investment and asset management company. The Company’s business is primarily to own, invest in, manage, develop and/or redevelop real estate assets and/or real estate related securities. As of December 31, 2016, the Company owned a property located at 77 Greenwich Street (aka 28-42 Trinity Place) in Lower Manhattan, sometimes referred to as the Trinity Place Property, and one of Lower Manhattan’s premier development sites. As of December 31, 2016, the Company also owned a retail strip center located in West Palm Beach, Florida and former retail properties in Westbury, New York and Paramus, New Jersey and a 50% joint venture interest in a multi-family property located in Brooklyn, New York, called The Berkley. The Company’s intellectual property includes rights related to the Filene’s Basement trademarks. In addition, as of September 30, 2016, the Company also had approximately $225.3 million of Federal net operating losses. More information on the Company can be found at www.trinityplaceholdings.com.

Forward Looking Statements

This press release includes forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about our plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “may,” “will,” “expects,” “believes,” “plans,” “anticipates,” “opportunity,” “current,” “seeks,” “estimates,” or “potential,” or the negative thereof or other and similar expressions. These forward-looking statements are based on current expectations and projections about future events. Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified, and, consequently, the actual performance of the Company may differ materially from those expressed or implied by such forward-looking statements.

 

Trinity Place Holdings Inc.
Linda Flynn, 212-235-2191
Linda.Flynn@tphs.com

Friday, February 17th, 2017 Uncategorized Comments Off on $TPHS Announces Record Date for Proposed Rights Offering

$MYGN #Prolaris Test, Great Results, #ProstateCancer Risk Classification

New Data from 16,000 Patient Study to Be Presented at 2017 ASCO GU

SALT LAKE CITY, Feb. 17, 2017  — Myriad Genetics, Inc. (NASDAQ:MYGN), a global leader in personalized medicine, today announced new data demonstrating the utility of the Prolaris® test to more accurately classify mortality risk and guide the management of newly diagnosed men with prostate cancer. The data are being presented at the 2017 Genitourinary Cancers Symposium (ASCO GU) meeting in Orlando, Fla.

“Myriad is pioneering personalized medicine for prostate cancer and is committed to helping men achieve their treatment goals,” said Michael Brawer, M.D., vice president of Medical Affairs, Myriad Genetic Laboratories.  “We are excited about the new data on prostate cancer reclassification being presented at ASCO GU, which adds to the growing body of evidence supporting the Prolaris test and will help urologists to match treatment options with patients’ risk profiles.”

Poster Presentation
Title: Patient NCCN Risk Classification Based on Combined Clinical Cell Cycle Risk (CCR) Score.
Presenter: Steve Stone, Ph.D.
Date: Friday, Feb. 17, 2017: 12:15-1:45 and 6:00-7:00 p.m. ET.
Location: C-17.

This study evaluated the prognostic information provided by the Prolaris test plus CAPRA (i.e., clinical features) to generate an estimate of prostate cancer mortality within 10 years of diagnosis versus NCCN risk category as determined by clinical features alone.  The analysis included data from 16,442 men who received the Prolaris test.  Based on clinical features alone, men were classified according to NCCN guidelines as low (n=8,695), favorable intermediate (n=3,347), intermediate (n=3,086) or high risk (n=1,224).

After recalculating the risk of prostate cancer mortality using the Prolaris test plus CAPRA, approximately one third of patients were reassigned to a different 10-year mortality risk category.  The specific reclassifications by NCCN category were as follows:

  1. Low Risk: 25 percent reclassified to favorable intermediate or intermediate risk.
  2. Favorable Intermediate Risk: 24 percent reclassified to lower and 23 percent to higher risk.
  3. Intermediate Risk: 24 percent reclassified to lower and 25 percent to higher risk.
  4. High Risk: 25 percent reclassified to favorable intermediate or intermediate risk.

“Clinical features alone are useful, but as this study illustrates, and was demonstrated by our numerous prior clinical validation studies, the Prolaris test is a powerful and independent predictor of clinical outcome that can substantially improve the risk classification of newly diagnosed men with prostate cancer,” said Brawer.

Follow Myriad on Twitter via @MyriadGenetics and stay informed about symposium news and updates by using the hashtag #GU17.

About Prolaris®
Prolaris is a novel 46-gene RNA-expression test that directly measures tumor cell growth characteristics for stratifying the risk of disease-specific mortality in patients with prostate cancer. Prolaris provides a quantitative measure of the RNA expression levels of genes involved in the progression of tumor growth.  Low gene expression is associated with a low risk of disease-specific mortality in men who may be candidates for active surveillance and high gene expression is associated with a higher risk of disease-specific mortality in patients who may benefit from additional therapy.  For more information visit: www.prolaris.com.

About Myriad Genetics
Myriad Genetics Inc., is a leading personalized medicine company dedicated to being a trusted advisor transforming patient lives worldwide with pioneering molecular diagnostics.  Myriad discovers and commercializes molecular diagnostic tests that: determine the risk of developing disease, accurately diagnose disease, assess the risk of disease progression, and guide treatment decisions across six major medical specialties where molecular diagnostics can significantly improve patient care and lower healthcare costs.  Myriad is focused on three strategic imperatives:  transitioning and expanding its hereditary cancer testing markets, diversifying its product portfolio through the introduction of new products and increasing the revenue contribution from international markets.  For more information on how Myriad is making a difference, please visit the Company’s website: www.myriad.com.

Myriad, the Myriad logo, BART, BRACAnalysis, Colaris, Colaris AP, myPath, myRisk, Myriad myRisk, myRisk Hereditary Cancer, myChoice, myPlan, BRACAnalysis CDx, Tumor BRACAnalysis CDx, myChoice HRD, EndoPredict, Vectra, GeneSight and Prolaris are trademarks or registered trademarks of Myriad Genetics, Inc. or its wholly owned subsidiaries in the United States and foreign countries. MYGN-F, MYGN-G.

Safe Harbor Statement       
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to data being presented at the at the 2017 Genitourinary Cancers Symposium;  the ability of the Prolaris test to more accurately classify mortality risk and guide the management of newly diagnosed men with prostate cancer; the ability to help urologists to match treatment options with patients’ risk profiles; and the Company’s strategic directives under the caption “About Myriad Genetics.”  These “forward-looking statements” 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 described or implied in the forward-looking statements. These risks include, but are not limited to: the risk that sales and profit margins of our existing molecular diagnostic tests and pharmaceutical and clinical services may decline or will not continue to increase at historical rates; risks related to our ability to transition from our existing product portfolio to our new tests; risks related to changes in the governmental or private insurers’ reimbursement levels for our tests or our ability to obtain reimbursement for our new tests at comparable levels to our existing tests; risks related to increased competition and the development of new competing tests and services; the risk that we may be unable to develop or achieve commercial success for additional molecular diagnostic tests and pharmaceutical and clinical services in a timely manner, or at all; the risk that we may not successfully develop new markets for our molecular diagnostic tests and pharmaceutical and clinical services, including our ability to successfully generate revenue outside the United States; the risk that licenses to the technology underlying our molecular diagnostic tests and pharmaceutical and clinical services tests and any future tests are terminated or cannot be maintained on satisfactory terms; risks related to delays or other problems with operating our laboratory testing facilities; risks related to public concern over our genetic testing in general or our tests in particular; risks related to regulatory requirements or enforcement in the United States and foreign countries and changes in the structure of the healthcare system or healthcare payment systems; risks related to our ability to obtain new corporate collaborations or licenses and acquire new technologies or businesses on satisfactory terms, if at all; risks related to our ability to successfully integrate and derive benefits from any technologies or businesses that we license or acquire, including but not limited to our acquisition of Assurex, Sividon and the Clinic; risks related to our projections about the potential market opportunity for our products; the risk that we or our licensors may be unable to protect or that third parties will infringe the proprietary technologies underlying our tests; the risk of patent-infringement claims or challenges to the validity of our patents; risks related to changes in intellectual property laws covering our molecular diagnostic tests and pharmaceutical and clinical services and patents or enforcement in the United States and foreign countries, such as the Supreme Court decision in the lawsuit brought against us by the Association for Molecular Pathology et al; risks of new, changing and competitive technologies and regulations in the United States and internationally; the risk that we may be unable to comply with financial operating covenants under our credit or lending agreements;  the risk that we will be unable to pay, when due, amounts due under our credit or lending agreements; and other factors discussed under the heading “Risk Factors” contained in Item 1A of our Annual report on Form 10-K for the fiscal year ended June 30, 2016, which has been filed with the Securities and Exchange Commission, as well as any updates to those risk factors filed from time to time in our Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.

Media Contact:     
Ron Rogers
(801) 584-3065	
rrogers@myriad.com                                  

Investor Contact:     
Scott Gleason 
(801) 584-1143
sgleason@myriad.com
Friday, February 17th, 2017 Uncategorized Comments Off on $MYGN #Prolaris Test, Great Results, #ProstateCancer Risk Classification

$GST Capital Transaction w/ Ares, Updated #STACK Play Results, FY16 Recap

Gastar to host a conference call to discuss the announcement at 9:00 am CST today

HOUSTON, Feb. 17, 2017  — Gastar Exploration Inc. (“Gastar” or the “Company”) (NYSE MKT: GST) announced today that it has entered into a definitive securities purchase agreement with funds managed by affiliates of Ares Management, L.P. (NYSE: ARES) (“Ares”) that provides for $425 million in new financing to the Company in the form of a $250 million secured term loan, $125 million secured convertible notes and a $50 million common stock issuance (collectively, the “Ares Investment”).  Proceeds from the Ares Investment will be used to fully repay Gastar’s existing $70.4 million revolving credit facility and redeem its $325 million senior secured notes due May 2018.  The closing and funding of the Ares Investment, which is expected this month, is subject to the finalization of security and collateral documentation and the satisfaction of customary conditions precedent to funding.

The Ares Investment key terms are as follows:

  • $250 million first lien secured term loan, 8.5% interest, maturing March 2022;
  • $125 million second lien secured convertible notes, 6.0% interest, convertible, upon receipt of stockholder approval, at an initial conversion price of $2.21 per share at the option of the holder, maturing March 2022; and
  • 29,408,305 common shares issued at $1.7002 per share representing the 30-day volume weighted average sales price as of February 15, 2017.

If the conversion rights of the convertible notes are not approved by Gastar’s stockholders within four months, the convertible notes will not become convertible and will begin bearing interest at 15.0% as a straight high-yield debt obligation.  In connection with the closing of the Ares Investment, Gastar expects to call for redemption of all of its outstanding $325 million principal of its 8.625% senior secured notes due May 15, 2018 in accordance with their terms.

Ares will be granted the right to nominate, following closing, up to two directors to an expanded board of eight directors subject to certain minimum stock ownership requirements.

Commenting on the transaction, J. Russell Porter, Gastar’s President and Chief Executive Officer, said, “We are extremely pleased to welcome Ares as a financing partner and as an equity sponsor.  This transaction will allow Gastar to fully delineate our STACK position across multiple productive formations, as well as to pursue strategic M&A opportunities in the Mid-Continent.  While this new capital structure does not provide an immediate, comprehensive resolution to our leverage position, we believe it establishes a very achievable path toward further de‑levering our balance sheet through a combination of increasing cash flow from drilling operations as well as the potential conversion of the $125 million secured convertible notes, which were priced at an attractive premium to our current share price.”

Mr. Porter continued, “The fact that a firm with Ares’ experience and successful track record is choosing to invest $425 million in Gastar is a testament to the quality of our assets and our entire team.  We are pleased to welcome Nate Walton and Ronnie Scott to Gastar’s Board of Directors in the near future and look forward to working with them.”

Mr. Walton, a partner at Ares, also commented on the transaction, “Through this investment in Gastar, we look forward to working together to unlock the value in its attractive STACK assets.  We believe that access to capital, combined with Gastar’s outstanding assets, management and staff, provides an opportunity to create substantial value for all of Gastar’s stakeholders.”

Seaport Global Securities LLC served as financial advisor and placement agent and Vinson & Elkins L.L.P. served as legal advisor to the Company. Tudor, Pickering, Holt & Co. served as financial advisor and Latham & Watkins LLP served as legal advisor to Ares.

Operations Update

Gastar also announced additional well results from recent STACK drilling activities.  Under its previously announced drilling joint venture, Gastar has now drilled and completed eight Meramec wells and has drilled, but not yet completed, seven Meramec wells and one Osage well.  Of the eight wells, six wells are in various stages of initial flow back prior to reaching their initial peak production rates.

Two of the Meramec wells, the Ingle 29-1H and the Geis 31-1H, have achieved initial peak production (“IP”) rates of 1,037 (81% oil) and 877 (69% oil) barrels of oil equivalent (“BOE”) per day, respectively.  Gastar is currently drilling the 15th and 16th wells in the initial 20‑well tranche of the drilling joint venture and expects to release additional results concurrent with its future quarterly earnings announcements.

Outside Gastar’s drilling joint venture, the Company has recently drilled and completed one Osage well and one Oswego well.  Gastar’s initial Osage well, the McGee 29-1H located in southern Garfield County, Oklahoma, had an IP rate of 414 BOE per day (80% oil) and a post-peak IP 30-day rate of 353 BOE per day (74% oil).  The McGee 29-1H well was drilled in the lower Osage with its production rate impacted by approximately 30% of the wellbore being completed outside of the primary target zone.  The McGee 29-1H well was cored through the Osage and Woodford formations and that information was used to re-target the remaining 70% of the lateral into the primary target zone.  The core information also confirmed the presence of an upper Osage target that will be tested in future wells.

Gastar’s preliminary 2017 capital budget includes the drilling of 14 additional Osage wells in Kingfisher and Garfield Counties, Oklahoma outside of the drilling joint venture area.

Gastar’s initial Oswego well, the Tomahawk 7-1H, located in Kingfisher County, Oklahoma, realized an IP rate of 418 BOE per day (100% oil) and a post-peak IP 30-day rate of 262 BOE per day (98% oil).  Gastar’s 2017 preliminary drilling budget currently does not include additional operated Oswego wells, however, Gastar is participating in one Oswego well being drilled by another operator in the area.

Additional details regarding Gastar’s well results are available on its website.

Year-End Reserves

Gastar’s year-end 2016 Securities and Exchange Commission (“SEC”) proved reserves totaled 25.6 million BOE comprised of 54% oil and condensate, 25% natural gas and 21% natural gas liquids.  Total proved reserves declined from year-end 2015 by 30.3 million BOE, of which 14.8 million BOE was related to the sale of the Company’s assets in the Appalachian Basin.  The remainder of the reserve decline was primarily the result of the removal of Hunton proved undeveloped locations as the Company now focuses its current and future capital activity on drilling Meramec and Osage wells to hold acreage by production and delineate its STACK position.  Proved developed reserves represented 51% of total proved reserves and declined from 2015 by approximately 594,000 BOE, excluding the impact of the sale of the Company’s assets in the Appalachian Basin.

The SEC-priced pre-tax PV-10 (a non-GAAP financial measure defined at the end of this news release) was $141.3 million. The calculation of the PV-10 value of Gastar’s proved reserves for year-end 2016 used the SEC benchmark average 12-month pricing of $42.75 per barrel of oil and $2.48 per MMBtu of natural gas.

2017 Capital Plan and Liquidity

Gastar’s 2017 capital budget is approximately $84.0 million comprised of $46.0 million of drilling and completion costs, $30.8 million in leasing costs and $7.2 million for capitalized interest and administration costs.  The Company currently operates approximately 92% of its drilling and completions budget.  Additional details regarding Gastar’s capital budget are available on its website.

Gastar ended 2016 with approximately $71.5 million of cash and $84.6 million of debt outstanding under the revolving credit facility. To date, the Company has issued approximately 24.0 million common shares under its at-the-market (“ATM”) program for net proceeds of $32.8 million.  The ATM proceeds were used primarily to catch-up preferred dividend payments and associated pay down of the revolving credit facility.  There are no current plans to issue any additional common shares under the ATM program.  Gastar expects to fund its 2017 capital program through existing cash balances, recent financing activities and internally generated cash flow from operating activities.

Additional details regarding the Ares Investment, year-end 2016 reserves, 2017 capital plan and recent well results are available for download from the Events & Presentations section of Gastar’s website at www.gastar.com.

Gastar has scheduled a conference call for 10:00 a.m. Eastern Time (9:00 a.m. Central Time) today, Friday, February 17, 2017.  Investors may participate in the call either by phone or audio webcast.

By Phone: Dial 1-412-902-0030 at least 10 minutes before the call. A telephone replay will be available through February 23 by dialing 1-201-612-7415 and using the conference ID: 13655655.
By Webcast: Visit the Investor Relations page of Gastar’s website at www.gastar.com under “Events & Presentations.” Please log on a few minutes in advance to register and download any necessary software. A replay will be available shortly after the call.

For more information, please contact Donna Washburn at Dennard-Lascar Associates at 713-529-6600 or e-mail dwashburn@dennardlascar.com.

About Gastar Exploration

Gastar Exploration Inc. is a pure play Mid-Continent independent energy company engaged in the exploration, development and production of oil, condensate, natural gas and natural gas liquids. Gastar’s principal business activities include the identification, acquisition, and subsequent exploration and development of oil and natural gas properties with an emphasis on unconventional reserves, such as shale resource plays. Gastar holds a concentrated acreage position in what is believed to be the core of the STACK Play, an area of central Oklahoma which is home to multiple oil and natural gas-rich reservoirs including the Meramec, Oswego, Osage, Woodford and Hunton formations. For more information, visit Gastar’s website at www.gastar.com.

Information on Reserves and PV-10 Value  

For the year ended December 31, 2016, future cash inflows were computed using the 12-month un-weighted arithmetic average of the first-day-of-the-month prices for natural gas and oil (the “benchmark base prices”) adjusted by lease in accordance with sales contracts and for energy content, quality, transportation, compression and gathering fees and regional price differentials, relating to the Company’s proved reserves.  Benchmark base prices are held constant in accordance with SEC guidelines for the life of the wells but are adjusted by lease in accordance with sales contracts and for energy content, quality, transportation, compression, and gathering fees and regional price differentials.

PV-10 represents the present value, discounted at 10% per annum, of estimated future net revenue before income tax of our estimated proved reserves. PV-10 is a non-GAAP financial measure as defined by the SEC.  We believe that the presentation of PV-10 is relevant and useful to our investors because it presents the discounted future net cash flows attributable to our reserves prior to taking into account corporate future income taxes and our current tax structure.  We further believe investors and creditors use PV-10 as a basis for comparison of the relative size of our reserves as compared with other companies.

The financial measure most directly comparable to PV-10 is the standardized measure of future net cash flows (“Standardized Measure”).  We are not yet able to provide a reconciliation of PV-10 to Standardized Measure because the discounted future income taxes associated with our reserves is not yet calculable.  We expect to report, however, that our PV-10 will be equal to our Standardized Measure as of December 31, 2016 due to the absence of projected income tax expense estimated in future net cash flows.

The Company’s 2016 year-end total proved reserves estimates were prepared by Wright & Company, Inc.

Forward Looking Statements

In this press release, Gastar provides estimated year-end 2016 proved reserves information, a well results update and its preliminary capital plan for 2017.  Gastar has prepared the summary preliminary data in this release based on the most current information available to management.  Gastar’s normal closing and financial reporting processes with respect to the preliminary data herein have not been fully completed and, as a result, its actual results could be different from this summary preliminary information presented herein, and any such differences could be material.

This news release also includes “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.  Forward looking statements give our current expectations, opinion, belief or forecasts of future events and performance.  A statement identified by the use of forward looking words including “may,” “expects,” “projects,” “anticipates,” “plans,” “believes,” “estimate,” “will,” “should,” and certain of the other foregoing statements may be deemed forward-looking statements.  Although Gastar believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release.  These include risks inherent in oil and natural gas drilling and production activities, including risks with respect to continued low or further declining prices for oil and natural gas that could result in further downward revisions to the value of proved reserves or otherwise cause Gastar to further delay or suspend planned drilling and completion operations or reduce production levels, which would adversely impact cash flow; risks relating to the availability of capital to fund drilling operations that can be adversely affected by adverse drilling results, production declines and continued low or further declining prices for oil and natural gas; risks regarding Gastar’s ability to meet financial covenants under its indenture or credit agreements or the ability to obtain amendments or waivers to effect such compliance; risks of fire, explosion, blowouts, pipe failure, casing collapse, unusual or unexpected formation pressures, environmental hazards, and other operating and production risks, which may temporarily or permanently reduce production or cause initial production or test results to not be indicative of future well performance or delay the timing of sales or completion of drilling operations; delays in receipt of drilling permits; risks relating to unexpected adverse developments in the status of properties; borrowing base redeterminations by Gastar’s banks; risks relating to the absence or delay in receipt of government approvals or third-party consents; risks relating to Gastar’s ability to realize the anticipated benefits from acquired assets; risks related to the completion of any refinancing; and other risks described in Gastar’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings with the SEC, available at the SEC’s website at www.sec.gov. Gastar’s actual sales production rates can vary considerably from tested initial production rates depending upon completion and production techniques and its primary areas of operations are subject to natural steep decline rates.  By issuing forward looking statements based on current expectations, opinions, views or beliefs, Gastar has no obligation and, except as required by law, is not undertaking any obligation, to update or revise these statements or provide any other information relating to such statements.

Contacts:
Gastar Exploration Inc.
J. Russell Porter, Chief Executive Officer
713-739-1800 / rporter@gastar.com

Investor Relations Counsel:
Lisa Elliott, Dennard▪Lascar Associates:
713-529-6600 / lelliott@DennardLascar.com

Friday, February 17th, 2017 Uncategorized Comments Off on $GST Capital Transaction w/ Ares, Updated #STACK Play Results, FY16 Recap

$DTRM Again Tops #Gartner #MagicQuadrant for Strategic Sourcing Application Suites

CARMEL, IN–(Feb 17, 2017) – Determine, Inc. (NASDAQ: DTRM), the pioneering leader in global Source-to-Pay and Enterprise Contract Lifecycle Management (ECLM) Cloud Platform solutions, maintains its position as a Visionary in the latest Magic Quadrant for Strategic Sourcing Application Suites, published by Gartner in February, 2017*. The Gartner Magic Quadrant evaluates vendors on both completeness of vision and the ability to execute on it.

In a competitive business environment where end users increasingly require integrated suites and consumer-like user experiences to support and automate their strategic sourcing processes, SmartSource® continues to stand out.

“We are immensely proud for being recognized as a Visionary again this year in the Gartner Magic Quadrant,” states Determine President and CEO Patrick Stakenas. We feel this recognition is a testament to the innovative spirit and dedication of our team, which is constantly pushing boundaries to empower our customers.”

Gartner’s Strategic Sourcing Application Suites review spans the complete upstream procurement continuum, including spend analysis, e-sourcing, contract management and supply base management. Determine believes our designation as a Visionary is an acknowledgement of our ability to provide one seamless source-to-pay and enterprise contract management solutions cloud platform.

As described in the Gartner Strategic Sourcing Magic Quadrant, “Strategic sourcing application suite vendors in the Visionaries quadrant are ahead of most of the competition in developing innovative products and services. They harness the power of the nexus of forces — mobile, social, cloud and big data — to create unique solutions, and they anticipate emerging/changing market needs. Visionaries in this report, however, have some challenges delivering those innovations to clients.”

“Maintaining our position as a Visionary is especially rewarding this year as we continue to set new standards with our Determine Cloud Platform,” said Rose Lee, Determine Chief Customer Officer. “Customer success is always focus #1, and with the Cloud Platform our goal is to push the satisfaction rating even higher.”

The Determine Cloud Platform is making an impact on the way customers achieve business results through what the company calls Platformance. Explains Mr. Stakenas, “By integrating best-of-breed solutions on one platform with a single source of data truth, we want to empower the decisions that help customers accelerate their success. Platformance isn’t just about technology, but what success looks like.”

*Gartner Magic Quadrant for Strategic Sourcing Application Suites, Magnus Bergfors, Deborah R Wilson, Desere Edwards, 8 February 2017.

Disclaimer:
Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users to select only those vendors with the highest ratings or other designation. Gartner research publications consist of the opinions of Gartner’s research organization and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.

For more information about Gartner, please email info@gartner.com or visit gartner.com.

Supporting Resources

Determine blog

Determine on LinkedIn

Determine on Twitter

Determine Resources

About Determine, Inc.

Determine, Inc. (NASDAQ: DTRM) is a leading global provider of SaaS Source to Pay and Enterprise Contract Lifecycle Management (ECLM) solutions. Our visionary technologies allow our customers to effectively manage the full scope of Source to Pay and ECLM using our Determine Cloud Platform. Our Source to Pay software suite includes strategic sourcing, supplier management, contract management and procure-to-pay applications.

The Determine Cloud Platform gives procurement, finance and legal professionals the ability to deliver profound insights through analysis of their supplier relationships and contractual requirements. Our customers leverage the Determine Cloud Platform to discover previously unseen supplier and spend data; make more informed and smarter business decisions; drive new revenue; control costs; improve workflow efficiencies; and mitigate risk.

Our customers benefit from the Determine Cloud Platform’s robust suite of integrated applications. Whether they start with a full-suite implementation or choose to implement just one application and build over time, each additional application allows for the automatic sharing of data already in place on the Determine Cloud Platform.

For more information, please visit: www.determine.com.

Contact
Media Relations:
Rose Lee
Determine Inc.
+1.650.532.1590
pr@determine.com

Friday, February 17th, 2017 Uncategorized Comments Off on $DTRM Again Tops #Gartner #MagicQuadrant for Strategic Sourcing Application Suites

$GSIT to Present at the Energy Consequences of Information #ECI Workshop

SUNNYVALE, CA–(Feb 17, 2017) – GSI Technology, Inc. (NASDAQ: GSIT) today announced that Paul D. Armijo, Jr., Director of Aerospace & Defense Business Sector, will present at the Energy Consequences of Information (ECI) Workshop at the La Fonda on the Plaza Hotel in Santa Fe. The workshop will be held February 23-25, 2017 and is being hosted by the Air Force Research Laboratory (AFRL), the Air Force Office of Scientific Research (AFOSR), and the Department of Energy (DOE). The presentation is scheduled for Thursday, February 23, and will cover a patented Associative Processing Unit (APU) that changes the concept of computing from serial data processing — where data is moved back and forth between the processor and memory — to massive parallel data processing, compute, and search in-place directly in the memory array.

This in-place associative computing technology removes the bottleneck at the I/O between the processor and memory. Data is accessed by content and processed directly in place in the memory array without having to cross the I/O. The result is an orders of magnitude performance-over-power ratio improvement compared to conventional methods that use CPU and GPGPU (General Purpose GPU) along with DRAM.

Target applications include image detection, signal identification, speech recognition, convolutional neural networks, recommender systems, and data mining tasks such as prediction, clustering, and classification.

About GSI Technology

Founded in 1995, GSI Technology, Inc. is a provider of high performance semiconductor memory solutions to networking, industrial, medical, aerospace and military customers. The company is headquartered in Sunnyvale, California and has sales offices in the Americas, Europe and Asia. For more information, please visit http://www.gsitechnology.com.

Contacts
GSI Technology, Inc.
Bob Haig
512-346-7180

Hayden IR
David Fore or Brett Maas
206-395-2711

Friday, February 17th, 2017 Uncategorized Comments Off on $GSIT to Present at the Energy Consequences of Information #ECI Workshop

$LMIA to be #Acquired by #SonacaGroup

  • Transaction creates a combined global leader in design and manufacture of complex aerostructures
  • LMI will operate as a member of the Sonaca Group
  • LMI headquarters to remain in St. Louis

ST. LOUIS, Feb. 16, 2017 — LMI Aerospace Inc. (Nasdaq:LMIA) has entered into a merger agreement to be acquired by Sonaca Group, a global aerostructures company headquartered in Gosselies, Belgium. Under the agreement, LMI shareholders will receive $14 per share in an all-cash transaction. Sonaca’s offer represents a 52 percent premium over LMI’s closing share price on Feb. 16, 2017, of $9.19 per share, a 63 percent premium over LMI’s 3-month volume weighted average price up to and including Feb. 16, 2017, of $8.59 per share, and a 78 percent premium over LMI’s 6-month volume weighted average price up to and including Feb. 16, 2017, of $7.88 per share.

In connection with the merger agreement, Sonaca has obtained debt and equity financing commitments. The merger agreement, however, does not include, and the consummation of the merger is not conditioned upon satisfaction of, a financing condition.

“This deal brings our combined company to the forefront as a leader in the design and manufacture of complex aerostructures while working to diversify our global customer base,” said Dan Korte, LMI Aerospace chief executive officer. “In addition, LMI and Sonaca have complementary product portfolios while largely serving different aerospace primes and Tier 1 suppliers around the world, enabling us to better serve our customers.”

“The addition of LMI Aerospace to the Sonaca Group supports our vision to expand our capabilities in the United States,” said Bernard Delvaux, Sonaca chief executive officer. “Sonaca and LMI have both distinguished themselves in the industry through capabilities such as wing movables, wing panels, complex fuselage and structural assemblies, and together we will be able to strengthen our competitive advantage in the global aerospace market.”

LMI’s independent directors unanimously approved the transaction. The deal is expected to close mid-2017, subject to LMI shareholder approval as well as certain regulatory approvals and other customary closing conditions.

Upon transaction close, LMI will operate as LMI Aerospace – A Member of the Sonaca Group, with headquarters remaining in St. Louis. Korte will continue to serve as LMI Aerospace CEO and will report directly to Delvaux. Other members of the LMI senior leadership team also will remain in place and will continue their current reporting relationships. The company will continue investing in its current footprint, continuously improving its U.S. and worldwide infrastructure and the capabilities of its teams.

Lazard served as financial advisors and Gibson, Dunn & Crutcher LLP and Polsinelli PC served as legal advisors to LMI. Credit Suisse served as financial advisors and Arnold & Porter Kaye Scholer and Husch Blackwell served as legal advisors to Sonaca.

About LMI Aerospace
LMI Aerospace Inc. is a leading supplier of structural assemblies, kits and components and provider of engineering services to the commercial, business and regional, and military aerospace markets. Manufacturing more than 40,000 products for a variety of platforms and providing turnkey engineering capabilities to support aircraft lifecycles, LMI offers complete, integrated solutions in aerostructures, engineering and program management. Headquartered in St. Louis, LMI has 21 locations across the United States and in Mexico, the United Kingdom and Sri Lanka. For more information, visit: www.lmiaerospace.com.

About Sonaca Group
Sonaca Group is a global Belgian company active in the development, manufacturing and assembly of advanced structures for civil, military and space markets. The group is especially known for its capability to design and produce advanced structures such as wing movables and complex fuselages. Headquartered in Gosselies, Belgium, it has production facilities in China, Romania, Canada and Brazil. Sonaca Group also supplies engineering services, large sheet metal elements, wing panels, composite structures and machined components. For more information, visit www.sonaca.com.

Additional Information and Where to Find It
This document may be deemed to be solicitation material with respect to the proposed merger. In connection with the proposed merger, LMI Aerospace, Inc. (the “Company”) will file a preliminary proxy statement and file or furnish other relevant materials with the Securities and Exchange Commission (the “SEC”). Once the SEC completes its review of the preliminary proxy statement, a definitive proxy statement and a form of proxy will be filed with the SEC and mailed to the shareholders of the Company. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT (IF ANY) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER AND THE PARTIES TO THE PROPOSED MERGER. Investors and shareholders may obtain a free copy of documents filed by the Company with the SEC at the SEC’s website at http://www.sec.gov. In addition, investors and shareholders may obtain a free copy of the Company’s filings with the SEC from the Company’s website at http://www.lmiaerospace.com or by directing a request to: LMI Aerospace, Inc., 411 Fountain Lakes Boulevard, St. Charles, Missouri 63301, Attention: Corporate Secretary, (636) 946-6525.

Participants in the Solicitation
The Company and certain of its directors, executive officers, and certain other members of management and employees of the Company may be deemed to be participants in the solicitation of proxies from shareholders of the Company in favor of the proposed merger. Information about directors and executive officers of the Company and their ownership of the Company’s common stock is set forth in the Company’s annual report on Form 10-K/A for the fiscal year ended December 31, 2015, as filed with the SEC on March 17, 2016, and its definitive proxy statement for its 2016 annual meeting of shareholders, as filed with the SEC on Schedule 14A on April 29, 2016. Certain directors, executive officers, other members of management and employees of the Company may have direct or indirect interests in the proposed merger due to securities holdings, vesting of equity awards and rights to severance payments. Additional information regarding the direct and indirect interests of these individuals and other persons who may be deemed to be participants in the solicitation will be included in the proxy statement with respect to the merger the Company will file with the SEC and furnish to the Company’s shareholders.

Forward-Looking Statements
Statements about the expected timing, completion and effects of the proposed merger and related transactions and all other statements in this report and the exhibits furnished or filed herewith, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. When used in this report, the words “expect,” “believe,” “anticipate,” “goal,” “plan,” “intend,” “estimate,” “may,” “will” or similar words are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks, uncertainties and other factors that could cause the actual results to differ materially from such forward-looking statements, including, but not limited to (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement or conditions to the closing of the merger may not be satisfied or waived, (2) the failure to obtain the required shareholder approval or the failure to satisfy the closing conditions, (3) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed merger, (4) the effect of the announcement of the merger on the ability of the Company to retain and hire key personnel and maintain relationships with its customers, suppliers, operating results and business generally, (5) the transaction may involve unexpected costs, liabilities or delays, (6) the Company’s business may suffer as a result of the uncertainty surrounding the transaction, (7) the outcome of any legal proceeding relating to the transaction, (8) the Company may be adversely affected by other economic, business and/or competitive factors, and (9) other risks to consummation of the transaction, including the risk that the transaction will not be consummated within the expected time period or at all.

Contacts:

Amy Horton
LMI Aerospace
+1 636-916-2130
ahorton@lmiaerospace.com

Sandra Alonzo
Sonaca Group
+32 71 255 329
Sandra.alonzo@sonaca.com
Friday, February 17th, 2017 Uncategorized Comments Off on $LMIA to be #Acquired by #SonacaGroup

$CYAD Registers First Hematological Patient in #CART #NKR2 #THINK Trial

  • Opening of the hematological arm of the CAR-T NKR-2 THINK trial with first Multiple Myeloma patient.
  • No toxic events reported in patients enrolled in the solid arm of the study so far.

MONT-SAINT-GUIBERT, Belgium, Feb. 16, 2017 — Celyad (Euronext Brussels:CYAD) (Euronext Paris:CYAD) (NASDAQ:CYAD), a leader in the discovery and development of engineered cell-based therapies, today announced a further step in the CAR-T NKR-2 THINK trial with the registration of a first refractory Multiple Myeloma patient. This patient is expected to receive the first dose-level (3×108 CAR-T NKR-2 cells) in the coming weeks, opening the first cohort of the hematological arm of the study.

Following the registration of three patients in solid indications, the THINK trial is now following on from our previous NKR-2 Phase I trial which demonstrated the safety and signs of efficacy of CAR-T NKR-2 cells in cancer patients suffering from hematological cancers,” said Christian Homsy, CEO of Celyad. “We now look forward to enrolling patients suffering from AML or MM into the hematological arm of THINK and we hope that the related results will be as encouraging as they have been so far with lower dose levels.”

Multiple Myeloma causes approximately 10% of all hematologic malignancies, and while efficient treatments are available, most patients will eventually relapse. Celyad has generated breakthrough preclinical data in murine models, leading to 100% long-term survival. The enrollment of a first refractory Multiple Myeloma patient demonstrates the consistency of our clinical approach and highlights the unique ability of our CAR-T NKR-2 technology to target both solid and hematological malignancies,” remarked Dr. Frédéric Lehmann, VP Clinical Development and Medical Affairs at Celyad.

About the THINK trial
THINK (THerapeutic Immunotherapy with NKR-2) is a multinational (EU/US) open-label Phase Ib study to assess the safety and clinical activity of multiple administrations of autologous CAR-T NKR-2 cells in seven refractory cancers, including five solid tumors (colorectal, ovarian, bladder, triple-negative breast and pancreatic cancers) and two hematological tumors (acute myeloid leukemia and multiple myeloma).

The trial will test three dose levels adjusted to body weight: up to 3×108, 1×109 and 3×109 CAR-T NKR-2 cells. At each dose, the patients will receive three successive administrations, two weeks apart, of CAR-T NKR-2 cells. The dose escalation part of the study will enroll up to 24 patients while the extension phase would enroll 86 additional patients.

About Celyad
Celyad is a clinical-stage biopharmaceutical company focused on the development of specialized cell-based therapies. The Company utilizes its expertise in cell engineering to target severe diseases with significant unmet need, including cancer. Celyad’s Natural Killer Receptor based T-Cell (NKR-T) platform has the potential to treat a broad range of solid and liquid tumors. Its lead oncology candidate, the CAR-T NKR-2, has been evaluated in a single dose escalation Phase I clinical trial to assess the safety and feasibility of CAR-T NKR-2 cells in patients suffering from AML or MM. This Phase I study was successfully completed in September 2016. Celyad was founded in 2007 and is based in Mont-Saint-Guibert, Belgium, and Boston, Massachusetts. Celyad’s ordinary shares are listed on the Euronext Brussels and Euronext Paris exchanges, and its American Depository Shares are listed on NASDAQ Global Market, all under the ticker symbol CYAD. For more information about Celyad, please visit: www.celyad.com

About Celyad’s NKR-T Cell Platform

Celyad is developing a unique CAR-T cell platform, using Natural Killer Receptor (NKR) transduced on to T lymphocytes. The platform targets a wide range of solid and hematological tumors. Unlike traditional CAR-T cell therapy, which target only one tumor antigen, Natural Killer (NK) cell receptors enable a single receptor to recognize multiple tumor antigens.

Celyad’s lead candidate, CAR-T NKR-2, is a CAR-T-Cell engineered to express the human NK receptor, NKG2D, which is an activating receptor that triggers cell killing through the binding of NKG2D to any of eight naturally occurring ligands that are known to be overexpressed on more than 80% of tumors.

Preclinical results indicate that CAR- T NKR-2 has multiple mechanisms of actions and goes beyond direct killing by signifying that its encoded T-Cells attack the tumor cells, inhibits the mechanisms that enable tumors to evade the immune system, activates and recruits anti-tumor immune cells and disrupts the blood supply to the tumor. These mechanisms promote the induction of adaptive immunity, meaning the body develops a long-term cell immune memory against specific tumor antigens of the targeted tumor.

In contrast to traditional CAR-T therapeutic approaches, and based on strong preclinical evidence, Celyad’s current NKR-2 program does not employ patient lymphodepleting pre-conditioning, thereby avoiding the toxicities associated with chemotherapy and allowing the immune system to remain intact.

Celyad is developing both autologous and allogeneic CAR-T NKR-2 administrations. For autologous CAR‑T NKR-2, Celyad collects the patient’s own T-Cells and engineers them to express NKG2D in order to target cancer cells effectively. Celyad’s allogeneic platform engineers the T-Cells of healthy donors, that also express TCR Inhibitory Molecules (TIMs), to avoid having the engineered donor cells be rejected by the patient’s normal tissues (also called Graft vs. Host Disease).

The preclinical research underlying this technology was originally conducted at Dartmouth College by Dr. Charles Sentman and has been published extensively in peer-reviewed publications.

For more information, please contact:

For Europe: Consilium Strategic Communications
Chris Gardner and Chris Welsh   T: +44 (0)20 3709 5700  celyad@consilium-comms.com
For France: NewCap
Pierre Laurent and Nicolas Mérigeau – T: + 33(0)1 44 71 94 94   celyad@newcap.eu
For Belgium: Comfi
Gunther De Backer and Sabine Leclercq – T.: +32 (0)2 290 90 90 – celyad@comfi.be
For the U.S.: Stern Investor Relations
Will O’Connor and Michael Schaffzin – T.: +1 212.362.1200celyad@sternir.com

To subscribe to Celyad’s newsletter, visit www.celyad.com

Follow us on LinkedIn & Twitter @CelyadSA

Forward looking statements
In addition to historical facts or statements of current condition, this press release contains forward-looking statements, including statements about the potential safety and feasibility of CAR-T NKR-2 cell therapy and C-Cure, which reflect our current expectations and projections about future events, and involve certain known and unknown risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements.

These forward-looking statements are further qualified by important factors, which could cause actual results to differ materially from those in the forward-looking statements, including risks associated with conducting clinical trials; the risk that safety, bioactivity, feasibility  and/or efficacy demonstrated in earlier clinical or pre-clinical studies may not be replicated in subsequent studies; risk associated with the timely submission and approval of anticipated regulatory filings; the successful initiation and completion of clinical trials, including Phase III clinical trials for C-Cure® and Phase I clinical trial for CAR-T NKR-2; risks associated with the satisfaction of regulatory and other requirements; risks associated with the actions of regulatory bodies and other governmental authorities; risks associated with obtaining, maintaining and protecting intellectual property, our ability to enforce our patents against infringers and defend our patent portfolio against challenges from third parties; risks associated with competition from others developing products for similar uses; risks associated with our ability to manage operating expenses; and risks associated with our ability to obtain additional funding to support our business activities and establish and maintain strategic business alliances and business initiatives.

A further list and description of these risks, uncertainties and other risks can be found in the Company’s Securities and Exchange Commission filings and reports, including in the Company’s Annual Report on Form 20-F filed with the SEC on April 8, 2016 and future filings and reports by the Company. Given these uncertainties, the reader is advised not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date of publication of this document. The Company expressly disclaims any obligation to update any such forward-looking statements in this document to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless required by law or regulation.

 

Thursday, February 16th, 2017 Uncategorized Comments Off on $CYAD Registers First Hematological Patient in #CART #NKR2 #THINK Trial

$AKER Allowed #US #Patent for #AkersWellness Tests Cartridge

THOROFARE, NJ–(Feb 16, 2017) – Akers Biosciences, Inc. (NASDAQ: AKER) (AIM: AKR), (the “Company” or “Akers Bio”), a developer of rapid health information technologies, announces that the United States Patent and Trademark Office has allowed a patent covering Akers Bio’s proprietary cartridge for the optical scanning device utilized in the Company’s BreathScan Lync™ technology. BreathScan Lync™ is the new bluetooth-enabled reading device from Akers Wellness™ which enables users to track the results of Akers Wellness™ breath-based tests via their mobile device.

The patent covers the unique design of the disposable cartridge which contains the reagent for the detection of wellness markers. The reagent contained within is analyzed using optical scanning technology after contact with the user’s exhaled breath sample and produces a quantitative result through the Akers Wellness™ app on the user’s smartphone or tablet. Included in the patent are the unique form factor, optical lens and read elements and the unique ‘U’ shaped airflow pathway.

Akers Wellness™ breath tests, such as BreathScan OxiChek™ and BreathScan KetoChek™, are designed to help promote, track and/or encourage choices related to general health and wellbeing; or to support weight loss.

Update on Commercialization of Akers Wellness™ Tests

OxiChek™ is now fully commercialized and selling through the Company’s distributor, Aero-Med, to anti-aging, functional and integrative health and wellness treatment practitioners in the US.

OxiChek™ is the first disposable breath test to rapidly determine levels of oxidative stress in the body by measuring the levels of certain abundant free radicals. Frequent use of OxiChek™ may help health practitioners to monitor and adjust their clients’ regimen of nutritional supplementation in order to manage oxidative stress — an indicator of the overall health and wellbeing of a person.

The Company is ramping up marketing initiatives of OxiChek™ to professionals through enhanced e-commerce and social media platforms as well as through participation in large trade shows targeting naturopaths, wellness coaches, anti-aging practitioners, nutritionists and chiropractors.

In addition to targeting professionals, Akers Wellness™ intends to start marketing OxiChek™ through direct-to-consumer channels during 2017. This will include a television marketing campaign through the popular Balancing Act national television show on the Lifetime network. Balancing Act is America’s premier morning show that introduces positive solutions to busy, on-the-go modern women. Akers Wellness™ has completed filming of the program, which will be aired multiple times on Lifetime during Q2 2017 and syndicated to approximately 200 affiliates. This marketing initiative is targeting women aged 25-45 and will potentially reach approximately 98 million households and thousands of online viewers.

Akers Wellness™ is in discussions with potential distributors for the KetoChek™ test which rapidly determines if the subject is in the optimal fat-burning state for weight loss, known as ketosis. Achieving a state of ketosis — as indicated by the measure of breath ketones — is a goal of many individuals following low carbohydrate diets. KetoChek™ is a simple, non-invasive test to identify, track and quantitatively monitor breath ketones for individuals interested in maximizing weight loss.

The Company looks forward to providing further updates on the commercialization progress of Akers Wellness™ tests during 2017.

John J. Gormally, Chief Executive Officer of Akers Bio, commented:

“We believe Akers Bio’s technology for rapidly analyzing biomarkers in breath condensate is ideally suited for tests in the expansive US health and wellness market. I am pleased that this latest patent has been allowed as it is essential that we have robust protection over our valuable intellectual property.

“OxiChek™ is the first fully commercialized Akers Wellness™ test in which this cartridge is applied. We are pleased that initial sales of this test are being recorded and excited about the scope for ramping up sales through national television marketing initiatives and major tradeshow participation. I look forward to reporting further progress on the Akers Wellness™ product line during the course of 2017.”

About Akers Biosciences, Inc.

Akers Bio develops, manufactures, and supplies rapid screening and testing products designed to deliver quicker and more cost-effective healthcare information to healthcare providers and consumers. The Company has advanced the science of diagnostics while responding to major shifts in healthcare through the development of several proprietary platform technologies. The Company’s state-of-the-art rapid diagnostic assays can be performed virtually anywhere in minutes when time is of the essence. The Company has aligned with major healthcare companies and high volume medical product distributors to maximize product offerings, and to be a major worldwide competitor in diagnostics.

Additional information on the Company and its products can be found at www.akersbio.com. Follow us on Twitter @AkersBio.

Cautionary Statement Regarding Forward Looking Statements

Statements contained herein that are not based upon current or historical fact are forward-looking in nature and constitute 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 forward-looking statements reflect the Company’s expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties. These statements include but are not limited to statements regarding the intended terms of the offering, closing of the offering and use of any proceeds from the offering. When used herein, the words “anticipate,” “believe,” “estimate,” “upcoming,” “plan,” “target,” “intend” and “expect” and similar expressions, as they relate to Akers Biosciences, Inc., its subsidiaries, or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to the Company and are subject to a number of risks, uncertainties, and other factors that could cause the Company’s actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.

For more information:

Akers Biosciences, Inc.
John J. Gormally, Chief Executive Officer
Raymond F. Akers, Jr. PhD, Vice Chairman
Tel. +1 856 848 8698

Taglich Brothers, Inc. (Investor Relations)
Chris Schreiber
Tel. +1 917 445 6207
Email: cs@taglichbrothers.com

finnCap (UK Nominated Adviser and Broker)
Adrian Hargrave / Scott Mathieson (Corporate Finance)
Steve Norcross (Broking)
Tel. +44 (0)20 7220 0500

Vigo Communications (Global Public Relations)
Ben Simons / Fiona Henson
Tel. +44 (0)20 7830 9704
Email: akers@vigocomms.com

Thursday, February 16th, 2017 Uncategorized Comments Off on $AKER Allowed #US #Patent for #AkersWellness Tests Cartridge

$IMMY Begins Dispensing from #FDA Registered 503B Outsourcing Facility

Improved efficiencies and additional revenue opportunities expected for Imprimis’ ophthalmic portfolio

SAN DIEGO, Feb. 16, 2017  — Imprimis Pharmaceuticals, Inc. (NASDAQ: IMMY), an ophthalmology-focused pharmaceutical company, today announced that it has begun shipping its core sterile ophthalmic medications to select customers from its FDA-registered outsourcing facility without the need for a patient-specific prescription.  Over the next few weeks Imprimis’ flagship Dropless Therapy® injectable and LessDrops® topical formulations will become available to all customers.  New and existing customers can register for an ImprimisRx 503B account at http://www.imprimisrx.com/503b-prereg/.

Imprimis’ New Jersey-based outsourcing facility, which is equipped with robotics for automated filling and labeling of products, will initially produce and dispense Imprimis’ core sterile ophthalmic medications in compliance with current good manufacturing practice (cGMP) requirements for outsourcing facilities.  Imprimis customers are now able to purchase Dropless and LessDrops medications in convenient 20-unit boxes without the need for patient-specific prescriptions. To facilitate expected growth, the company is introducing a new integrated order and fulfillment system that provides “online shopping cart-type” functionality that bypasses customer service and moves orders directly to the facility’s fulfillment center.  Increased production, labor and ordering efficiencies are expected to result in improved customer satisfaction and increased margins.

Mark L. Baum, CEO of Imprimis, stated, “This is a significant milestone for our company.  We believe sales and adoption of our core ophthalmic formulations will increase considerably as a result of simplifying the ordering process for physicians, hospitals, group purchasing organizations and surgery centers.  The new facility will accommodate those customers who prefer, or in some cases, require medications purchased from an FDA-registered outsourcing facility compliant with the highest quality standards.  We are confident the investments we have made in infrastructure, improvements in operating efficiencies and our senior leadership team have positioned us to meet the current and anticipated increase in demand in our core ophthalmic business.”

“Through our commitment to quality and innovation, Imprimis is making strong inroads into the ophthalmic pharmaceutical business.  We expect our market capture trends to continue and increase as we move more business through our New Jersey outsourcing facility.  We also believe the New Jersey outsourcing facility will be instrumental in realizing an increase in margins from the current low 50 percent range to greater than 60 percent in 2017.  Our ophthalmology business growth was 20% in the fourth quarter 2016 versus the third quarter 2016, with preliminary unaudited ophthalmology sales of $3.6 million in the fourth quarter of 2016.  Over 1,450 customers have adopted our Dropless and LessDrops medications and we have serviced over 600,000 cataract and refractive surgeries since mid-2014.  A growing number of high-volume ophthalmic surgery practices, hospitals and ambulatory surgery centers throughout the U.S. have become customers and we expect this number to significantly increase with the opening of our new FDA-registered cGMP outsourcing facility.”

“Based on our successes in ophthalmology, we plan to expand our ophthalmology program and introduce additional innovative medications in 2017 for glaucoma, wet age-related macular degeneration and diabetic macular edema, dry eye disease and ocular infection and inflammation.  Our ophthalmology business currently represents 60 percent of total revenues and we expect this to increase to 80 percent in 2017 and beyond.  The efficiency of our model allows us to quickly innovate and safely deliver high-quality novel and clinically-relevant products to the market with less complications and at lower costs for our customers than our traditional pharmaceutical company competitors.”

About Imprimis Pharmaceuticals

Imprimis Pharmaceuticals, Inc. (NASDAQ: IMMY) is a pharmaceutical company dedicated to producing and dispensing high quality innovative medications in all 50 states.  The company’s unique business model increases patient access and affordability to many critical medicines.  Headquartered in San Diego, California, Imprimis owns and operates three production and dispensing facilities located in California, New Jersey and Pennsylvania. For more information about Imprimis, please visit the corporate website at www.ImprimisRx.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Any statements in this release that are not historical facts may be considered such “forward looking statements.” Forward-looking statements are based on management’s current expectations and are subject to risks and uncertainties which may cause results to differ materially and adversely from the statements contained herein. Some of the potential risks and uncertainties that could cause actual results to differ from those predicted include our ability to make commercially available our compounded formulations and technologies in a timely manner or at all; physician interest in prescribing our formulations; risks related to our compounding pharmacy operations; our ability to enter into other strategic alliances, including arrangements with pharmacies, physicians and healthcare organizations for the development and distribution of our formulations; our ability to obtain intellectual property protection for our assets; our ability to accurately estimate our expenses and cash burn, and raise additional funds when necessary; risks related to research and development activities; the projected size of the potential market for our technologies and formulations; unexpected new data, safety and technical issues; regulatory and market developments impacting compounding pharmacies, outsourcing facilities and the pharmaceutical industry; competition; and market conditions. These and additional risks and uncertainties are more fully described in Imprimis’ filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Such documents may be read free of charge on the SEC’s web site at www.sec.gov. Undue reliance should not be placed on forward looking statements, which speak only as of the date they are made. Except as required by law, Imprimis undertakes no obligation to update any forward-looking statements to reflect new information, events or circumstances after the date they are made, or to reflect the occurrence of unanticipated events.

Other than drugs compounded at a registered outsourcing facility, all Imprimis compounded formulations may only be prescribed pursuant to a physician prescription for an individually identified patient consistent with federal and state laws.

Media Contact
Deb Holliday
deb@pascalecommunications.com
412-877-4519

Investor Contact
Bonnie Ortega
bortega@imprimispharma.com
858-704-4587

Thursday, February 16th, 2017 Uncategorized Comments Off on $IMMY Begins Dispensing from #FDA Registered 503B Outsourcing Facility

$CUR #Phase2 Enrollment Done, #NSI189 for Major Depressive Disorder #MDD

– Phase 2 Data Now Expected Ahead of Schedule in 3Q 2017 –

GERMANTOWN, Md., Feb. 16, 2017 — Neuralstem, Inc. (Nasdaq:CUR), a biopharmaceutical company focused on the development of central nervous system therapies based on its neural stem cell technology, today announced completion of subject enrollment in its Phase 2 clinical trial of NSI-189 for the treatment of major depressive disorder (MDD).  NSI-189 is a new chemical entity and the lead compound in Neuralstem’s neurogenic small molecule program.  Enrollment was completed ahead of schedule and data are expected in 3Q 2017.

“Completing the last subject enrolled in the Phase 2 study with NSI-189 for the treatment of MDD earlier than expected is a significant clinical development milestone for Neuralstem,” said Rich Daly, Chairman and CEO, Neuralstem.  “We now expect results from the Phase 2 study in the 3Q of 2017, and results from the subsequent, 6-month observational study to assess NSI-189’s durability effect will be available in the first half of 2018. We are thankful to the individuals and physicians who are participating in these studies and helping us to move closer to potentially bringing this new category of treatment forward.”

The double-blind, placebo-controlled Phase 2 study randomized 220 subjects to one of three oral treatment groups:  placebo, 40 mg once daily (QD), 40 mg twice daily (BID).  The primary efficacy endpoint is a reduction in depression symptoms as measured by the Montgomery-Asberg Depression Rating Scale (MADRS).  Secondary endpoints encompass additional clinical outcomes including objective cognition improvement measures.  The trial is evaluating subjects over a 12-week dosing period with an observational follow-up period of six months to assess NSI-189’s potential for durability of benefits after the cessation of therapy.  The trial is being conducted in 12 select MDD trial sites across the United States.

“Our goal is to improve the success rate in the treatment of major depressive disorder, and fulfill the unmet medical need for effective and well tolerated therapies that work differently from antidepressants that are currently available,” said Maurizio Fava, MD, Slater Family Professor of Psychiatry at Harvard Medical School, Massachusetts General Hospital and principal investigator.  “The Phase 1 data have shown that NSI-189’s biological mechanism of action may provide an alternative for the treatment of MDD, with the potential for cognitive benefits and durability effects beyond the course of treatment.”

NSI-189 is a proprietary, new chemical entity that has shown to safely alleviate depression in a Phase 1b study with MDD patients.   In preclinical models, NSI-189 stimulated neurogenesis, synaptogenesis and increased hippocampal volume, all of which are believed to be effective in potentially reversing depression, enhancing cognition, and promoting neuroregeneration.

About the Trial
This Phase 2 double-blind, placebo-controlled study is testing NSI-189 in a study of 220 subjects with MDD in an out-patient setting. Inclusion criteria required subjects to have a MADRS score of 20 or greater at screening and baseline.  For context, a total MADRS score of 20 to 34 is suggestive of moderate depression while a score of 35 or greater is suggestive of severe depression.

Subjects were randomized to three cohorts: NSI-189 40 mg twice daily (BID), NSI-189 40 mg once daily (QD), or placebo. After the initial screening period, the randomized portion of the trial will be 12 weeks in duration.

Subjects are being evaluated along several depression measurement scales, including the MADRS, Symptoms of Depression Questionnaire (SDQ) and the Hamilton Depression Rating Scale (HAM-D), among others.  The study is 80% powered (p ≤ 0.05) to show an improvement in depression symptoms, compared to placebo, with an effect size of d=0.5.  Subjects will continue to be followed for an additional six months after the 12-week trial period.

About Neuralstem
Neuralstem’s patented technology enables the commercial-scale production of multiple types of central nervous system stem cells, which are being developed as potential therapies for multiple central nervous system diseases and conditions.

Neuralstem’s technology enables the generation of small molecule compounds by screening hippocampal stem cell lines with its proprietary systematic chemical screening process.  The screening process has led to the discovery and patenting of molecules that Neuralstem believes may stimulate the brain’s capacity to generate new neurons, potentially reversing pathophysiologies associated with certain central nervous system (CNS) conditions.

The company has completed Phase 1a and 1b trials evaluating NSI-189, a novel neurogenic small molecule product candidate, for the treatment of major depressive disorder or MDD, and is currently conducting a Phase 2 efficacy study for MDD.

Neuralstem’s stem cell therapy product candidate, NSI-566, is a spinal cord-derived neural stem cell line. Neuralstem is currently evaluating NSI-566 in three indications: stroke, chronic spinal cord injury (cSCI), and Amyotrophic Lateral Sclerosis (ALS).

Neuralstem is conducting a Phase 1 safety study for the treatment of paralysis from chronic motor stroke at the BaYi Brain Hospital in Beijing, China.  In addition, NSI-566 was evaluated in a Phase 1 safety study to treat paralysis due to chronic spinal cord injury as well as a Phase 1 and Phase 2a risk escalation, safety trials for ALS.  Subjects from all three indications are currently in long-term observational follow-up periods to continue to monitor safety and possible therapeutic benefits.

Cautionary Statement Regarding Forward Looking Information
This news release contains “forward-looking statements” made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to future, not past, events and may often be identified by words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek” or “will.” Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Specific risks and uncertainties that could cause our actual results to differ materially from those expressed in our forward-looking statements include risks inherent in the development and commercialization of potential products, uncertainty of clinical trial results or regulatory approvals or clearances, need for future capital, dependence upon collaborators and maintenance of our intellectual property rights. Actual results may differ materially from the results anticipated in these forward-looking statements. Additional information on potential factors that could affect our results and other risks and uncertainties are detailed from time to time in Neuralstem’s periodic reports, including the Annual Report on Form 10-K for the year ended December 31, 2015, and Form 10-Q for the nine months ended September 30, 2016, filed with the Securities and Exchange Commission (SEC), and in other reports filed with the SEC. We do not assume any obligation to update any forward-looking statements.

Contact:
Danielle Spangler
Investor Relations
Neuralstem, Inc
301.366.1481

Lori Rosen
Public Relations
LDR Communications
917.553.6808
Thursday, February 16th, 2017 Uncategorized Comments Off on $CUR #Phase2 Enrollment Done, #NSI189 for Major Depressive Disorder #MDD

$RGSE Issues Business Update

Company Raises Net Proceeds of $16.0 million; Regains Nasdaq Compliance and Now Debt-Free

DENVER, CO, Feb. 16, 2017 — RGS Energy (NASDAQ:RGSE), a residential and small commercial solar company since 1978, provided a business update following its recently completed offerings that raised total net proceeds of $16.0 million. The company reported updated pro forma unaudited results that include the additional capital and debt repayments as if completed on December 31, 2016.

“Since our last business update, we successfully took advantage of capital market opportunities and raised additional financial capital,” said Dennis Lacey, CEO of RGS Energy. “As planned, we are now Nasdaq compliant. We also have a much stronger balance sheet which is debt-free. Our focus is on executing our growth strategy. For this purpose, we have recently expanded our sales organization, including our on the ground field sales teams and our call center based sales team. We will continue to expand our sales organization this year. Additionally, we are currently competing for solarize programs across the East Coast.”

“Last year, our financial position made it challenging to win solarize programs,” added Lacey. “This year, however, we expect that our much stronger financial position will enable us to be the chosen installer for solarize programs.”

Preliminary Fourth Quarter Results and Pro Forma
The following unaudited preliminary results are subject to the completion of RGS Energy’s quarterly closing and review procedures, as well as the regular annual audit by the company’s independent registered public accounting firm. These results are therefore subject to change. RGS Energy plans to file its 2016 annual report on Form 10-K in the second week of March.

The pro forma results below present the company’s balance sheet as if the net proceeds of the $16.0 million raised last week and the debt repayments made in January were completed on December 31, 2016.

(000’s omitted and unaudited) Pro Forma
Dec 31, 2016
Preliminary
Dec. 31, 2016
Last Quarter
Reported
Sept. 30, 2016
Year Ago Quarter
Reported

Dec. 31, 2015
Selected Balance Sheet Items:
Cash $ 18,250 $ 2,900 $ 1,378 $ 594
Line of Credit Balance 0 660 3,598 774
Convertible Debt 1 140 2,309 0
Total Debt 1 800 5,907 774
Stockholder’s Equity (Deficit) 21,149 5,000 (5,578 ) (1,013 )
Selected Income Statement Items:
Revenue for Quarter $ 5,100 $ 2,463 $ 9,749
Gross Margin Percentage 23 % 5 % 16 %
Operating Loss (1,900 ) (3,038 ) (4,020 )
Non-Cash Income (Expense) (8,400 ) (3,366 ) 203
Net Loss (10,500 ) (7,735 ) (4,209 )
Other Items:
Working Capital (Deficit)  $ 18,549 $ 2,400 $ (3,210 ) $ (5,060 )
Backlog 8,400 12,593 16,698
Debt-to-Equity Ratio 16 %

 

Nasdaq Compliance
As previously reported on Form 8-Ks, the Company received notification from Nasdaq that it is in compliance with (i) the minimum trading price of $1.00 a share and (ii) the minimum stockholders’ equity requirement of $2.5 million and will be monitored by Nasdaq for the next 12 months for maintaining stockholders’ equity of at least $2.5 million.

Repayment in Full of Revolving Line of Credit Facility
As previously reported on Form 8-K, the company repaid in full its revolving line of credit facility and terminated the revolving line of credit facility and a supply agreement with the lender in February 2017.

“With our level of cash and working capital, there is no reason for a revolving line of credit facility,” said Alan Fine, Principal Financial Officer and Treasurer of RGS Energy. “We also terminated the related supply agreement with the lender which by elimination of the lender’s mark-up, will allow us to purchase materials at a lower price, which is beneficial for our gross margin percentage.”

Upcoming Investor Conference
RGS Energy plans to present and participate in one-on-one meetings at the 29th Annual Roth Conference being held on March 13-15, 2017 at The Ritz-Carlton in Dana Point, California. Management will discuss the company’s growth strategy, including expanding its sales organization and national footprint. The company’s presentation date and time will be announced when available.

This conference will feature presentations from hundreds of growth companies, Q&A sessions, expert panels and thousands of management one-on-one / small group meetings, and is one of the largest of its kind in the U.S. This event is designed to provide investors with a unique opportunity to gain insight into emerging growth companies across a variety of sectors including: Cleantech, Consumer & Retail, Energy & Industrial, Enterprise Software, Healthcare, Resources, Semiconductors & Electronics, Services and Technology & Media.

About RGS Energy
RGS Energy (NASDAQ:RGSE) is a residential and small commercial solar Company since 1978 which has installed more than 25,000 solar power systems. RGS Energy makes it very convenient for customers to save on their energy bill by providing turnkey solar solutions – from system design, construction planning, customer financing assistance, installation, to interconnection and warranty.

For more information, visit RGSEnergy.com, on Facebook at www.facebook.com/rgsenergy and on Twitter at www.twitter.com/rgsenergy. Information on such websites is not incorporated by reference into this press release.

RGS Energy is the company’s registered trade name. The Company files periodic and other reports with the Securities and Exchange Commission under its official name “Real Goods Solar, Inc.”

Forward-Looking Statements and Cautionary Statements
The preliminary financial data discussed above consists of estimates derived from RGS Energy’s internal books and records and has been prepared by, and are the responsibility of, the company’s management. The preliminary estimates discussed above are subject to the completion of financial closing procedures, final adjustments and other developments that may arise between now and the time the financial results for the fourth quarter are finalized. Therefore, actual results may differ materially from these estimates and all of these preliminary estimates are subject to change.

This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties, including statements regarding the RGS Energy’s results of operations and financial positions, and RGS Energy’s business and financial strategies.  Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they provide our current beliefs, expectations, assumptions, forecasts, and hypothetical constructs about future events, and include statements regarding our future results of operations and financial position, business strategy, budgets, projected costs, plans and objectives of management for future operations. The words “hypothetical,” “expect,” “plan,” “estimate,” “future,” “believe,” “may,” “will” and similar expressions as they relate to us are intended to identify such forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved, if at all.  Forward looking statements are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward looking statements.  Therefore, RGS Energy cautions you against relying on any of these forward-looking statements.

Key risks and uncertainties that may cause a change in any forward-looking statement or that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include: the effect of electric power generation industry regulations in the states where RGS Energy operates, net electric power metering and related policies; the effect of future changes to federal and state incentives for renewables; the level of demand for RGS Energy’s solar energy systems; the availability of a sufficient, timely, and cost-effective supply of solar panels; RGS Energy’s ability to implement its growth strategy, achieve its target level of sales, to generate cash flow from operations and to be awarded community solarize programs; RGS Energy’s ability to achieve break-even and better results; and the resolution of contract disputes in its discontinued operations.

You should read the section entitled “Risk Factors” in our 2015 Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2016, June 30, 2016 and September 30, 2016, each of which has been filed with the Securities and Exchange Commission, which identify certain of these and additional risks and uncertainties.  Any forward-looking statements made by us in this press release speak only as of the date of this press release. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We do not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

 

Investor Relations Contact
Ron Both
Managing Partner, CMA
Tel 1-949-432-7566
RGSE@cma.team
Thursday, February 16th, 2017 Uncategorized Comments Off on $RGSE Issues Business Update

$SCON Awarded #US #Patent for Unique Manufacturing Process

– Strengthens Conductus Superconducting Wire IP portfolio –

AUSTIN, Texas, Feb. 16, 2017 — Superconductor Technologies Inc. (STI) (Nasdaq:SCON) was awarded a U.S. Patent enabled by STI’s proprietary superconducting wire manufacturing method. This patented process improves Conductus® wire’s performance in the presence of a strong magnetic field.

U.S. Patent No. 9,564,258 entitled “Coated Conductor High Temperature Superconductor Carrying High Critical Current Under Magnetic Field By Intrinsic Pinning Centers, And Methods Of Manufacture Of Same” from the U.S. Patent and Trademark Office (USPTO), associated with U.S. Patent No. 9,362,025 announced in June 2016, provides additional protection for STI’s unique manufacturing process.

“This new patent protects the foundation from which we will build high performance wire for our customers,” said Jeff Quiram, STI’s President and CEO. “The flexibility provided by our proprietary manufacturing process enables STI to build superconducting wire in very unique ways.”

The ability to carry high electrical current in the presence of a strong magnetic field is a key enabler for the superconducting applications of the future. Using a technique called pinning, superconducting wire performance is dramatically improved. The traditional approach is to add more elements when manufacturing the superconducting layer, thereby increasing the complexity of an already challenging process.

Quiram continued, “STI has demonstrated the ability to incorporate pinning into our superconductor without using additional elements. This technique is now protected, allowing STI to meet the needs of our customers without the cost and difficulty of an increasingly complex manufacturing process. We believe that this will allow us to deliver the highest performing wire with high manufacturing yields, enabling us to be a market leader. Our proprietary RCE-CDR process makes Conductus wire ideal for applications such as motors, generators, MRI and NMR machines that require high in-field performance. We are excited about the growing demand for more efficient alternatives to traditional materials and designs, as well as our positioning in the industry.”

Reactive Co-evaporation and Cyclic Deposition Reaction
Rare Earth, Barium, Copper Oxide (ReBCO) materials are recognized as a superior superconductor by offering better performance in a magnetic field. STI’s RCE-CDR process grows a ReBCO superconductor film onto a flexible template. This process requires accurate temperature, uniform pressure, precise ratios of elements and the presence of oxidizing atmospheres to grow high performance superconducting materials. The company’s RCE-CDR system is scaled for large batch operation to insure every portion of superconducting wire has uniform material properties.

About Superconductor Technologies Inc. (STI)
Superconductor Technologies Inc. is a global leader in superconducting innovation. Its Conductus® superconducting wire platform offers high performance, cost-effective and scalable superconducting wire. With 100 times the current carrying capacity of conventional copper and aluminum, superconducting wire offers zero resistance with extreme high current density. This provides a significant benefit for electric power transmission and also enables much smaller or more powerful magnets for motors, generators, energy storage and medical equipment. Since 1987, STI has led innovation in HTS materials, developing more than 100 patents as well as proprietary trade secrets and manufacturing expertise. For more than 20 years STI utilized its unique HTS manufacturing process for solutions to maximize capacity utilization and coverage for Tier 1 telecommunications operators. Headquartered in Austin, TX, Superconductor Technologies Inc.’s common stock is listed on the NASDAQ Capital Market under the ticker symbol “SCON.” For more information about STI, please visit http://www.suptech.com.

Safe Harbor Statement 
Statements in this press release regarding our business that are not historical facts are “forward-looking statements” that involve risks and uncertainties. Forward-looking statements are not guarantees of future performance and are inherently subject to uncertainties and other factors, which could cause actual results to differ materially from the forward-looking statements. These factors and uncertainties include, but are not limited to: our limited cash and a history of losses; our need to materially grow our revenues from commercial operations and/or to raise additional capital (which financing may not be available on acceptable terms or at all) in the very near future, before cash reserves are depleted (which reserves are expected to be sufficient into the first quarter of 2017), to implement our current business plan and maintain our viability; the performance and use of our equipment to produce wire in accordance with our timetable; overcoming technical challenges in attaining milestones to develop and manufacture commercial lengths of our HTS wire; the possibility of delays in customer evaluation and acceptance of our HTS wire; the limited number of potential customers and customer pressures on the selling prices of our products; the limited number of suppliers for some of our components and our HTS wire; there being no significant backlog from quarter to quarter; our market being characterized by rapidly advancing technology; the impact of competitive products, technologies and pricing; manufacturing capacity constraints and difficulties; the impact of any financing activity on the level of our stock price; the dilutive impact of any issuances of securities to raise capital; the steps required to maintain the listing of our common stock with a U.S. national securities exchange and the impact on the liquidity and trading price of our common stock if we fail to maintain such listing; the cost and uncertainty from compliance with environmental regulations; and local, regional, and national and international economic conditions and events and the impact they may have on us and our customers.

Forward-looking statements can be affected by many other factors, including, those described in the “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of STI’s Annual Report on Form 10-K for the year ended December 31, 2015 and in STI’s other public filings. These documents are available online at STI’s website, www.suptech.comor through the SEC’s website, www.sec.gov. Forward-looking statements are based on information presently available to senior management, and STI has not assumed any duty to update any forward-looking statements.

Investor Relations Contact
Cathy Mattison or Kirsten Chapman
LHA      +1-415-433-3777       invest@suptech.com

Thursday, February 16th, 2017 Uncategorized Comments Off on $SCON Awarded #US #Patent for Unique Manufacturing Process

$FLIR $50 Million @USCG Contract #SINS2

WILSONVILLE, OR–(Feb 15, 2017) – FLIR Systems, Inc. (NASDAQ: FLIR) announced today that it has been awarded a $50 million indefinite delivery, indefinite quantity contract to provide marine electronics systems under the U.S. Coast Guard’s Scalable Integrated Navigation Systems 2 (SINS-2) program over a five-year period providing the purchaser a right to extend delivery for an additional five years. FLIR will provide electronics systems that will be standard fit on over 2,000 U.S. Coast Guard vessels, ranging from small-class boats through large cutter-class vessels. The systems include Raymarine multi-function navigation displays, radars, sonars, remote instrument displays, and autopilots. All of these components will be integrated with the Raymarine Lighthouse operating system for simple operation, single-point upgradeability, and will include advanced features specifically developed for the U.S. Coast Guard.

To support the U.S. Coast Guard’s search and rescue mission, the Raymarine LightHouse operating system offers pre-programmed SAR (search and rescue) patterns, allowing the U.S. Coast Guard to more effectively execute coordinated multi-vessel SAR operations. The LightHouse based SINS-2 system also features advanced graphical target intercept tools and encrypted communications designed to increase safety, ensure situational awareness, and enhance mission success rates.

Additionally, FLIR’s SINS-2 products offer a rich integration with existing FLIR M-Series and SeaFLIR® thermal imaging cameras currently in use by many U.S. Coast Guard boats and cutters. This integration will help the U.S. Coast Guard streamline configuration management, installation, and crew readiness while improving overall efficiency.

“We are very pleased to have been chosen by the U.S. Coast Guard as their supplier for the next generation of advanced situational awareness and marine navigation equipment. Produced under our unique Commercially Developed – Military Qualified (CDMQ™) model, the FLIR SINS-2 product suite offers powerful functionality, proven reliability, and simple operation, leveraging the strengths of both our FLIR and Raymarine product lines,” said Andy Teich, President and CEO of FLIR. “Enhancing safety and situational awareness is at the heart of what we do every day at FLIR. We look forward to continuing our successful long-standing relationship with the U.S. Coast Guard in supporting their important lifesaving and homeland security missions.”

FLIR’s Maritime segment will commence delivery of SINS-2 marine electronics within the next three months.

About FLIR Systems
FLIR Systems, Inc. is a world leader in the design, manufacture, and marketing of sensor systems that enhance perception and awareness. FLIR’s advanced thermal imaging and threat detection systems are used for a wide variety of imaging, thermography, and security applications, including airborne and ground-based surveillance, condition monitoring, research and development, manufacturing process control, search and rescue, drug interdiction, navigation, transportation safety, border and maritime patrol, environmental monitoring, and chemical, biological, radiological, nuclear, and explosives (CBRNE) detection. For more information, go to FLIR’s web site at www.FLIR.com.

Forward-Looking Statements
The statements in this release by
Andy Teich and the other statements in this release about the products described above are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are based on current expectations, estimates, and projections about FLIR’s business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including the following: the ability to manufacture and deliver the systems referenced in this release, changes in pricing of FLIR’s products, changing demand for FLIR’s products, product mix, the impact of competitive products and pricing, constraints on supplies of critical components, excess or shortage of production capacity, the ability of FLIR to manufacture and ship products in a timely manner, FLIR’s continuing compliance with U.S. export control laws and regulations, and other risks discussed from time to time in FLIR’s Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made and FLIR does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release, or for changes made to this document by wire services or Internet service providers.

Media Contact
Tim McDowd
503-498-3146
Email Contact

Investor Relations
Shane Harrison
503-498-3547
Email Contact

Wednesday, February 15th, 2017 Uncategorized Comments Off on $FLIR $50 Million @USCG Contract #SINS2

$INSY Announces Use of #CBD #Oral Solution for #CompassionateUse Studies

CHANDLER, Ariz., Feb. 15, 2017  — Insys Therapeutics, Inc. (NASDAQ:INSY) (“Insys” or “the Company”) today announced that the Company is providing for the use of Cannabidiol Oral Solution at doses up to 40 mg/kg/day in compassionate use studies in subjects with refractory pediatric epilepsy following completion of 48 weeks of treatment in the ongoing long-term safety study.  The long-term safety study permitted subjects who had completed the initial safety and pharmacokinetic (PK) study to receive Cannabidiol Oral Solution at doses up to 40 mg/kg/day for up to 48 weeks.  In the initial safety and PK study, 61 subjects with refractory epilepsy, between the ages of one and 17 years, received total daily doses of 10 mg/kg, 20 mg/kg or 40 mg/kg.  In nine of the 61 subjects where Delta-9-THC was measured, no quantifiable plasma levels of Delta-9-THC were detected. Cannabidiol Oral Solution was generally well tolerated.

From the initial safety and PK study, 53 subjects continued into the long-term safety study, of which 15 subjects have completed 48 weeks of treatment with Cannabidiol Oral Solution across multiple investigative sites in the United States.

“We are pleased that investigators have deemed it appropriate to continue patients on Cannabidiol Oral Solution beyond 48 weeks of treatment and we remain dedicated to making our product available to them,” said Dr. Santosh Vetticaden, Insys’ Interim CEO, and Chief Medical Officer.

Cannabidiol Oral Solution for the compassionate use studies is being provided at no cost to patients or investigators. Currently, several investigators have received FDA approval for compassionate use and have patients currently enrolled in this program.

“I am pleased that Insys is making Cannabidiol Oral Solution available on a compassionate use basis and I look forward to participating in this program,” stated Maria Roberta Cilio, MD, PhD at the University of California, San Francisco Pediatric Epilepsy Center and an investigator participating in the Company’s long-term safety study.

Expanded access, also called “compassionate use,” provides a pathway for patients to gain access to investigational drugs (i.e., one that has not been approved by FDA).

About Insys Therapeutics, Inc.

Insys Therapeutics is a specialty pharmaceutical company that develops and commercializes innovative drugs and novel drug delivery systems of therapeutic molecules that improve the quality of life of patients. Using proprietary sublingual spray technology and capabilities to develop pharmaceutical cannabinoids, Insys is developing a pipeline of products intending to address unmet medical needs and the clinical shortcomings of existing commercial products. Insys currently markets one product, SUBSYS® (fentanyl sublingual spray) but has received approval for the marketing of SYNDROS™ (dronabinol oral solution), a proprietary, orally administered liquid formulation of dronabinol that Insys believes has distinct advantages over the current formulation of dronabinol in soft gel capsule.  Insys is committed to developing medications for potentially treating addiction to opioids, opioid overdose, epilepsy, and other disease areas with high unmet need.

SUBSYS® and SYNDROS™ are trademarks of Insys Development Company, Inc., a subsidiary of Insys Therapeutics, Inc.

 

Contact: 
Lisa Wilson
T: 212-452-2793
E: lwilson@insitecony.com
Wednesday, February 15th, 2017 Uncategorized Comments Off on $INSY Announces Use of #CBD #Oral Solution for #CompassionateUse Studies

$WIX Breaks 100 Million Registered Users

Company to Recognize Most Stunning Sites with #StunningAwards

NEW YORK, Feb. 15, 2017 — Wix.com Ltd. (Nasdaq: Wix) has reached a significant milestone, surpassing more than 100 million registered users. Entrepreneurs, solopreneurs, artists and businesses around the world are now using the Wix platform for website design, brand management and operations. The company has doubled its registered user base in the past two and a half years, with the United States being one of its fastest growing markets.

“Consumers and businesses want stunning websites that are simple to create and navigate,” said Nir Zohar, Wix President and COO. “Every day we ask ourselves, how can we help our users do more? By keeping that question central to everything we do, we have exceeded even our wildest growth expectations.”

Share:
Tweet: Breaking News: @Wix just passed 100 million registered users. Way to go! #ShapingTheWeb #WixLove

Tweet: This just in! A #stunning milestone for @Wix: The web development platform passed 100 million registered users #WixLove

Growing By Meeting Customer Needs
Wix has put meeting untapped customer needs at the center of its development philosophy and it has delivered significant results. Specifically, it addressed many of the top barriers to website design, online brand establishment and the enablement of small businesses with a powerful cloud based operating system. Significantly, over the past year, Wix has:

  • Launched Wix ADI – Employing artificial intelligence to simplify website design and creation.
  • Simplified commerce – Made its ecommerce capabilities even more attractive, bridging online and offline commerce capabilities with a Square partnership.
  • Provided mobile management – Allowing customers to access the powerful Wix OS via the Wix App. Wix users have created over 22 million mobile sites to date, making Wix one of the largest mobile site development platforms globally.
  • Introduced new tools for artists and photographers –Providing industry leading portfolio management, editing and image protection for photographers and artists.

To further celebrate the stunning websites Wix users create on a daily basis, Wix has created the global #StunningAwards to recognize the best design and creativity on the platform. The creators of three stunning sites will receive an experience of a lifetime. More details will be announced in early March.

About Wix.com
Wix.com is a leading cloud-based web development platform with more than 100 million registered users worldwide. Wix was founded on the belief that the Internet should be accessible to everyone to develop, create and contribute. Through free and premium subscriptions, Wix empowers millions of businesses, organizations, professionals and individuals to take their businesses, brands and workflow online. Wix ADI, the Wix Editor and a highly curated App Market enable users to build and manage a fully integrated and dynamic digital presence. Wix’s headquarters are in Tel Aviv with offices in Be’er Sheva, San Francisco, New York, Miami, Berlin, Vilnius and Dnepropetrovsk.

Visit us: on our blogFacebook, Twitter, Instagram, LinkedIn, Pinterest and Google+.

Download: Wix App for free in Google Play and in the App Store.

Contact:
Vivian Hernandez
pr@wix.com

Wednesday, February 15th, 2017 Uncategorized Comments Off on $WIX Breaks 100 Million Registered Users

$IFMK Merger with #NymHolding Overseen by $RILY

LOS ANGELES, Feb. 15, 2017  — B. Riley & Co., LLC (B. Riley), a full service investment bank and a wholly-owned subsidiary of B. Riley Financial, Inc. (NASDAQ: RILY) acted as the investment banking advisor to iFresh, Inc., formerly known as E-Compass Acquisition Corporation (ECAC), in its merger with NYM Holding, Inc. (NYM), a fast-growing Asian/Chinese grocery supermarket chain in the north-eastern U.S.  With the closing of this transaction, ECAC reincorporated in Delaware and has been renamed iFresh, Inc. and now trades on the Nasdaq market (NASDAQ: IFMK).

In addition to acting as investment banking advisor to ECAC / iFresh, B. Riley was the Debt Placement Agent to NYM in obtaining debt financing from KeyBank National Association.

About E-Compass Acquisition Corp.

E-Compass Acquisition Corp. was a Cayman Islands exempted company incorporated on September 23, 2014 as a blank check company formed for the purpose of entering into a share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, or entering into contractual arrangements that give us control over such a target business.

About B. Riley & Co.

B. Riley & Co., LLC is a leading investment bank which provides corporate finance, research, and sales & trading to corporate, institutional and high net worth individual clients. Investment banking services include initial, secondary and follow-on offerings, institutional private placements, and merger and acquisitions advisory services. The firm is nationally recognized for its highly ranked proprietary equity research. B. Riley & Co., LLC is a member of FINRA and SIPC.

B. Riley Financial, Inc. is a publicly traded, diversified financial services company which takes a collaborative approach to the capital raising and financial advisory needs of public and private companies and high net worth individuals. The Company operates through several wholly-owned subsidiaries, including B. Riley & Co., LLC (www.brileyco.com), Great American Group, LLC (www.greatamerican.com), and B. Riley Capital Management, LLC (which also includes B. Riley Asset Management (www.brileyam.com) and B. Riley Wealth Management, (www.brileywealth.com)). The Company also makes proprietary investments in other businesses, such as the acquisition of United Online, Inc. (www.untd.com) in July 2016, where B. Riley Financial, Inc. is uniquely positioned to leverage its expertise and assets in order to maximize value.

Wednesday, February 15th, 2017 Uncategorized Comments Off on $IFMK Merger with #NymHolding Overseen by $RILY

$MDCA Big Equity Investment from $GS

$95 million Convertible Preference Shares Investment Strengthens MDC Partners’ Balance Sheet

$10 Conversion Price Represents a 48% Premium to the 30-day Average Closing Price of $6.75 Per Share

NEW YORK, Feb. 15, 2017  — (NASDAQ: MDCA) — MDC Partners Inc. (“MDC Partners” or the “Company”) today announced that it has entered into a definitive agreement with an affiliate of the Merchant Banking Division of Goldman Sachs (“Goldman Sachs”) pursuant to which Goldman Sachs has agreed to invest $95 million in MDC Partners through the purchase of non-voting convertible preference shares (the “Preference Shares”).  In connection with the closing of the transaction, Bradley J. Gross, a managing director in the Merchant Banking Division of Goldman Sachs, will join the MDC Partners Board of Directors, which will expand to seven members.  Subject to the satisfaction of certain conditions, the transaction is expected to close in the first quarter of 2017.

Scott L. Kauffman, Chairman and Chief Executive Officer of MDC Partners, said, “We are extremely pleased to be partnering with Goldman Sachs.  Their investment in MDC affirms the value of our world-class agency portfolio, strengthens our balance sheet, and validates a solid finish to 2016 and our prospects going forward.  Brad and his team bring an exceptional track record and important expertise to our continued pursuit of maximizing long-term shareholder value.”

Bradley J. Gross, Managing Director of Goldman Sachs, said, “We are excited to partner with MDC to help drive growth and innovation in the marketing and communications industry.  The MDC partner agencies are market leaders with strong reputations and a demonstrated history of serving their clients. We look forward to working with Scott and his team to further position the company for long term growth.”

Upon completion of the transaction, Goldman Sachs will own approximately 15% of the outstanding equity of the Company, assuming the full conversion of the Preference Shares into the Company’s Class A common shares (the “Class A Shares”). The Preference Shares will have a liquidation preference that accretes at a rate of 8.0% per annum, compounded quarterly until the five-year anniversary of the issuance date of the Preference Shares.

The Preference Shares will be convertible at the option of the holder into Class A Shares at an initial conversion price of $10.00 per Preference Share (subject to customary adjustments for share splits and combinations, dividends, recapitalizations and other matters), which represents a 48% premium to the 30-day average closing price of $6.75 per Class A Share. The Company may force conversion of the Preference Shares into Class A Shares after two years if the Class A Shares close at or above 125% of the then-applicable conversion price for at least 30 consecutive trading days, and after five years if the Class A Shares close at or above 100% of the then-applicable conversion price for at least 30 consecutive trading days.

MDC Partners expects to use the net proceeds from the investment to pay down existing debt under the Company’s credit facility and for general corporate purposes.

LionTree Advisors acted as lead advisor in connection with their previously-announced engagement to conduct a comprehensive review of the Company’s financial and capital structure, which is now concluded. LionTree and JPMorgan acted as financial advisors to the Company on this transaction.

About MDC Partners Inc.

MDC Partners is one of the fastest-growing and most influential marketing and communications networks in the world.  Its 50+ advertising, public relations, branding, digital, social and event marketing agencies are responsible for some of the most memorable and engaging campaigns for the world’s most respected brands.  As “The Place Where Great Talent Lives,” MDC Partners is known for its unique partnership model, empowering the most entrepreneurial and innovative talent to drive competitive advantage and business growth for clients.  By leveraging technology, data analytics, insights, and strategic consulting solutions, MDC Partners drives measurable results and optimizes return on marketing investment for over 1,700 clients worldwide.  For more information about MDC Partners and its partner firms, visit our website at www.mdc-partners.com and follow us on Twitter at http://www.twitter.com/mdcpartners.

About Goldman Sachs’ Merchant Banking Division

Founded in 1869, The Goldman Sachs Group, Inc., is a leading global investment banking, securities and investment management firm. Goldman Sachs’ Merchant Banking Division (MBD) is the primary center for the firm’s long-term principal investing activity. With nine offices across seven countries, MBD is one of the leading private capital investors in the world with equity and credit investments across corporate, real estate, and infrastructure strategies. Since 1986, the group has invested approximately $180 billion of levered capital across a number of geographies, industries and transaction types.

 

This press release contains forward-looking statements. The Company’s representatives may also make forward-looking statements orally from time to time. Statements in this press release that are not historical facts, including statements about the Company’s beliefs and expectations, earnings guidance, recent business and economic trends, potential acquisitions, and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements.  These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section.  Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any.

Forward-looking statements involve inherent risks and uncertainties.  A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following:

  • the successful completion of the Goldman Sachs investment on the anticipated terms and conditions;
  • risks associated with severe effects of international, national and regional economic downturn;
  • the Company’s ability to attract new clients and retain existing clients;
  • the spending patterns and financial success of the Company’s clients;
  • the Company’s ability to retain and attract key employees;
  • the Company’s ability to remain in compliance with its debt agreements and the Company’s ability to finance its contingent payment obligations when due and payable, including but not limited to those relating to redeemable noncontrolling interests and deferred acquisition consideration;
  • the successful completion and integration of acquisitions which complement and expand the Company’s business capabilities;
  • risks related to the Company’s class action litigation claims; and
  • foreign currency fluctuations.

The Company’s business strategy includes ongoing efforts to engage in acquisitions of ownership interests in entities in the marketing communications services industry.  The Company intends to finance these acquisitions by using available cash from operations, from borrowings under its credit facility and through incurrence of bridge or other debt financing, any of which may increase the Company’s leverage ratios, or by issuing equity, which may have a dilutive impact on existing shareholders proportionate ownership.  At any given time the Company may be engaged in a number of discussions that may result in one or more acquisitions.  These opportunities require confidentiality and may involve negotiations that require quick responses by the Company.  Although there is uncertainty that any of these discussions will result in definitive agreements or the completion of any transactions, the announcement of any such transaction may lead to increased volatility in the trading price of the Company’s securities. 

Investors should carefully consider these risk factors and the additional risk factors outlined in more detail in the Annual Report on Form 10-K under the caption “Risk Factors” and in the Company’s other SEC filings.

CONTACT: Matt Chesler, CFA
VP, Investor Relations
646-412-6877
mchesler@mdc-partners.com
Wednesday, February 15th, 2017 Uncategorized Comments Off on $MDCA Big Equity Investment from $GS

$CUI Awarded #BioMethane Contract Valued In Excess of $750,000

HOUSTON, Feb. 14, 2017  — CUI Global, Inc.’s (NASDAQ: CUI) wholly-owned United Kingdom (UK) energy subsidiary, Orbital Gas Systems Ltd., (Orbital), has been awarded a contract valued in excess of $750,000 by a major European industrial company operating bio-methane-to-grid plants throughout Europe.

Under the contract, Orbital will provision two BioMethane units, the company’s bio-methane-to-grid system, for delivery to the client in 2017. The award follows an extensive audit and assessment of Orbital’s technical, innovation, and support capabilities with the intention of creating a long-standing partnership for BioMethane solutions. Orbital’s 100% success rate in achieving ‘gas-to-grid’ deadlines and its world-class design, manufacturing and technical support facilities were pivotal factors in securing the contract.

Orbital President, Richard Law, stated, “This contract recognizes Orbital’s deep technical expertise in the field of BioMethane by one of Europe’s largest industrial companies. Our world-class facilities, innovative technologies and track record of achievement together enabled us to secure this opportunity.”

William Clough, CUI Global’s president & CEO, commented, “As the natural gas sector increasingly turns to BioMethane to meet energy and environmental needs, Orbital’s recognized expertise in the renewable gas market puts it at the forefront of a growing market opportunity. Awards from industry leaders should spur adoption of our BioMethane system, as well as our solutions for the pipeline gas measurement and power generation markets, and drive our penetration of sizeable addressable markets in Europe, North America and elsewhere.”

About CUI Global, Inc.
Delivering Innovative Technologies for an Interconnected World . . . . .

CUI Global, Inc. is a publicly traded company dedicated to maximizing shareholder value through the acquisition and development of innovative companies, products and technologies. From Orbital’s advanced GasPT2 platform targeting the energy sector, to CUI Inc.’s digital power platform serving the networking and telecom space, CUI Global and its subsidiaries have built a diversified portfolio of industry leading technologies that touch many markets. As a publicly traded company, shareholders are able to participate in the opportunities, revenues and profits generated by the products, technologies and market channels of CUI Global and its subsidiaries. But most importantly, a commitment to conduct business with a high level of integrity, respect and philanthropic dedication allows the organization to make a difference in the lives of their customers, employees, investors and global community.

For more information please visit www.cuiglobal.com

About Orbital
Orbital Gas Systems (Orbital), a CUI Global Company, is the leader in innovative gas solutions, having more than 30 years of experience in design, installation and the commissioning of industrial gas sampling, measurement and delivery systems. Operating globally to energy, power and processing markets, Orbital manufactures and delivers a broad range of applications including environmental monitoring, gas metering, process control, telemetry, gas sampling and BioMethane.

For more information please visit www.orbitalgas.com.

Important Cautions Regarding Forward Looking Statements
This document 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. Such statements are subject to risks and uncertainties that could cause actual results to vary materially from those projected in the forward-looking statements. The company may experience significant fluctuations in future operating results due to a number of economic, competitive, and other factors, including, among other things, our reliance on third-party manufacturers and suppliers, government agency budgetary and political constraints, new or increased competition, changes in market demand, and the performance or reliability of our products. These factors and others could cause operating results to vary significantly from those in prior periods, and those projected in forward-looking statements. Additional information with respect to these and other factors, which could materially affect the company and its operations, are included in certain forms the company has filed with the Securities and Exchange Commission.

Tuesday, February 14th, 2017 Uncategorized Comments Off on $CUI Awarded #BioMethane Contract Valued In Excess of $750,000

$GBT #GBT440 Discovery Process Detail in Opcoming ACS Medicinal Chemistry Letters

SOUTH SAN FRANCISCO, Calif., Feb. 14, 2017  — Global Blood Therapeutics, Inc. (GBT) (NASDAQ:GBT) today announced that a paper describing the discovery of GBT440 and its ability to bind to hemoglobin and prevent red blood cells from sickling was published online in ACS Medicinal Chemistry Letters, a peer-reviewed publication of the American Chemical Society. GBT440 is in Phase 3 development as a potentially disease-modifying therapy for sickle cell disease (SCD). The publication can be accessed at http://pubs.acs.org/doi/full/10.1021/acsmedchemlett.6b00491.

“The underlying cause of SCD is the polymerization of sickle hemoglobin under low oxygen conditions, resulting in red blood cells taking on a sickle-like shape. These sickled cells are unable to pass through narrow blood vessels, resulting in severe painful crises for patients, anemia, multi-organ damage and premature death,” said Ted W. Love, M.D., president and chief executive officer of GBT. “This newly published paper further validates GBT440’s mechanism to increase the affinity of hemoglobin for oxygen and consequently inhibits the polymerization of sickle hemoglobin. As a result, GBT440 has the potential to fundamentally modify the course of SCD, which we are evaluating in our ongoing Phase 3 HOPE Study.”

The published paper describes the process by which scientists discovered GBT440. The researchers first developed a series of compounds that increased the oxygen affinity of sickle hemoglobin (HbS) — both on the isolated hemoglobin protein and in whole blood from sickle cell patients. They then selected compounds that demonstrated the best time to onset of polymerization of HbS. One compound in particular, now known as GBT440, demonstrated favorable pharmacokinetics in several animal species, showing that it could be given orally. Additionally, GBT440 was found to accumulate highly and favorably into red blood cells, suggesting that potentially therapeutic concentrations of GBT440 can be achieved in red blood cells at comparatively low plasma concentrations.

About GBT440 in Sickle Cell Disease
GBT440 is being developed as an oral, once-daily therapy for patients with SCD. GBT440 works by increasing hemoglobin’s affinity for oxygen. Since oxygenated sickle hemoglobin does not polymerize, GBT believes GBT440 blocks polymerization and the resultant sickling of red blood cells. With the potential to restore normal hemoglobin function and improve oxygen delivery, GBT believes that GBT440 may potentially modify the course of SCD.

In recognition of the critical need for new SCD treatments, the U.S. Food and Drug Administration (FDA) has granted GBT440 for the treatment of patients with SCD both fast track and orphan drug designations, and the European Commission (EC) has designated GBT440 for the treatment of patients with SCD as an orphan medicinal product. GBT is currently evaluating GBT440 in the HOPE (Hemoglobin Oxygen Affinity Modulation to Inhibit HbS PolymErization) Study, a Phase 3 clinical trial in patients age 12 and older with SCD. Additionally, GBT440 is being studied in the ongoing Phase 1/2 GBT440-001 trial and in an open-label, single and multiple dose study in adolescents (age 12 to 17) with SCD designed to assess the safety, tolerability, pharmacokinetics and exploratory treatment effect of GBT440.

About Sickle Cell Disease (SCD)
SCD is a lifelong inherited blood disorder caused by a genetic mutation in the beta-chain of hemoglobin, which leads to the formation of abnormal hemoglobin known as sickle hemoglobin (or HbS). In its deoxygenated state, HbS has a propensity to polymerize, or bind together, forming long, rigid rods within a red blood cell (or RBC). The polymer rods deform RBCs to assume a sickled shape and to become inflexible, which can cause blockage in capillaries small blood vessels. Beginning in childhood, SCD patients suffer unpredictable and recurrent episodes or crises of severe pain due to blocked blood flow to organs, which often lead to psychosocial and physical disabilities. This blocked blood flow, combined with hemolytic anemia (the destruction of RBCs), can eventually lead to multi-organ damage and early death. Currently, the only FDA-approved therapy for SCD is hydroxyurea.

About Global Blood Therapeutics
Global Blood Therapeutics, Inc. is a clinical-stage biopharmaceutical company dedicated to discovering, developing and commercializing novel therapeutics to treat grievous blood-based disorders with significant unmet need. GBT is developing its lead product candidate, GBT440, as an oral, once-daily therapy for sickle cell disease. GBT is also investigating GBT440 for the treatment of hypoxemic pulmonary disorders in two ongoing Phase 2a studies in patients with idiopathic pulmonary fibrosis. To learn more, please visit: www.globalbloodtx.com.

Forward-Looking Statements
Statements we make in this press release may include statements that are not historical facts and are considered forward-looking 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. We intend these forward-looking statements, including statements regarding the therapeutic potential and safety profile of GBT440, data and results pertaining to GBT440, our ability to implement our clinical development plans for GBT440, the timing of, and our ability to generate data from our ongoing clinical trials of GBT440 for sickle cell disease, including our ability to enroll patients in, conduct and complete our HOPE Study, to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act and are making this statement for purposes of complying with those safe harbor provisions. These forward-looking statements reflect our current views about our plans, intentions, expectations, strategies and prospects, which are based on the information currently available to us and on assumptions we have made. We can give no assurance that the plans, intentions, expectations or strategies will be attained or achieved, and furthermore, actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation, the risks that our clinical and preclinical development activities may be delayed or terminated for a variety of reasons, that regulatory authorities may disagree with our clinical development plans or require additional studies or data to support further clinical investigation of our product candidates, and that drug-related adverse events may be observed in later stages of clinical development, along with those risks set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2016, June 30, 2016 and September 30, 2016, as well as discussions of potential risks, uncertainties and other important factors in our subsequent filings with the U.S. Securities and Exchange Commission. Except as required by law, we assume no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact Information: 
Myesha Lacy (investors)
GBT
650-351-4730
investor@globalbloodtx.com

Julie Normart (media)
Pure Communications
415-946-1087
media@globalbloodtx.com
Tuesday, February 14th, 2017 Uncategorized Comments Off on $GBT #GBT440 Discovery Process Detail in Opcoming ACS Medicinal Chemistry Letters

$VRML Announces Equity Financing of $5.6 Million

AUSTIN, Texas, Feb. 14, 2017  — Vermillion, Inc. (Nasdaq: VRML), a bio-analytical solutions company, announced today that investors, including several Vermillion directors and members of management as well as certain significant stockholders, have agreed to purchase approximately $5.6 million of unregistered shares of Vermillion’s common stock and warrants to purchase unregistered shares of Vermillion’s common stock in a private placement. Under the terms of the private placement, Vermillion has agreed to sell an aggregate of 3,747,125 shares of its common stock at the price of $1.40 per share, the closing price quoted on NASDAQ on February 10, 2017. In addition, the investors will receive warrants to purchase up to an aggregate of 2,810,338 shares of Vermillion’s common stock at an exercise price of $1.80 per share. The warrants become exercisable six months after the closing of the private placement and expire five years from the date of issuance or, if earlier, five business days after Vermillion delivers notice that the closing price per share of its common stock exceeded the exercise price for 20 consecutive trading days during the exercise period.

The closing of the private placement is expected to occur on February 17, 2017, subject to customary closing conditions. At the closing, Vermillion will receive $5.6 million in gross proceeds. If all of the warrants are exercised, Vermillion would receive an additional $5.1 million in gross proceeds, resulting in total proceeds from the private placement of up to $10.7 million before transaction costs. Vermillion intends to use the net proceeds from the private placement for general corporate and working capital purposes.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities. The securities offered and sold in the private placement have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration under the Securities Act and applicable state securities laws.

About Vermillion
Vermillion, Inc. is dedicated to the discovery, development and commercialization of novel high-value diagnostic and bio-analytical solutions that help physicians diagnose, treat and improve gynecologic health outcomes for women. Vermillion, along with its prestigious scientific collaborators, discovers, develops, and delivers innovative diagnostic and technology tools that help women with serious diseases.

Forward-Looking Statements
This press release contains forward-looking statements, as that term is defined in the Private Litigation Reform Act of 1995, that involve significant risks and uncertainties, including statements regarding the closing of the private placement and the use of proceeds therefrom. Words such as “may,” “expects,” “intends,” “anticipates,” “believes,” “estimates,” “plans,” “seeks,” “could,” “should,” “continue,” “will,” “potential,” “projects” and similar expressions are intended to identify forward-looking statements. The forward- looking statements contained in this press release are based on Vermillion’s expectations as of the date of this press release. A variety of factors could cause actual results and experience to differ materially from the anticipated results or other expectations expressed in such forward-looking statements, including delays in satisfying or failure to satisfy closing conditions for the private placement, changes to interpretations of existing laws and regulations and other factors that are described in Vermillion’s Form 10-K for the year ended December 31, 2015 and Form 10-Q for the quarter ended March 31, 2016 as filed with the Securities and Exchange Commission. Vermillion expressly disclaims any obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this press release, except as required by law.

Investor Relations Contact:
Michael Wood
LifeSci Advisors LLC
Tel 1-646-597-6983
mwood@lifesciadvisors.com

Tuesday, February 14th, 2017 Uncategorized Comments Off on $VRML Announces Equity Financing of $5.6 Million