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Revenue Up 137%; Agent Count Up 111%
BELLINGHAM, WA–(August 15, 2016) – eXp World Holdings, Inc. (OTCQB: EXPI), today released its second quarter financial results.
Financial Highlights
- Revenues for the quarter of $13,282,028, up 137% from $5,584,963 year over year;
- Agent Count for Real Estate Division up 111% over Q2 2015 to 1,400 agents (as of June 30);
- Cash and cash equivalents at June 30, 2016 up 207% vs June 30, 2015;
- The Company reported a GAAP Net Loss of $6,005,907 which was primarily attributable to a $6.0 million non-cash compensation expense resulting from the required accounting treatment of stock options that were issued prior to EXPI being a public company.*
The increase in revenue is a direct result of the increased sales agent base and higher sales volume realized by the Company’s real estate brokerage division, eXp Realty, The Agent-Owned Cloud Brokerage®
Today, eXp Realty has more than 1,580 real estate professionals across 40 states, The District of Columbia, and Alberta, Canada.
Glenn Sanford, the Company’s Chairman and Chief Executive Officer, commented on the Company’s performance, “eXp Realty continues to experience accelerated growth in agent count and in revenues as a result of our commitment to agent ownership, agent support, and agent engagement.”
*Note: As explained in the Company’s Quarterly Report on Form 10-Q which can be found at: https://www.sec.gov/Archives/edgar/data/1495932/000101968716007240/exp_10q-063016.htm, the Company accounts for stock options issued prior to September 2013 using the intrinsic value method of accounting. As a result, the Company is required to remeasure the intrinsic value of these outstanding options at each reporting date and record a non-cash compensation expense or benefit to reflect the change in intrinsic value. As our stock price has continued to increase during the six month period ending June 30, 2016 this has triggered an increase in intrinsic value of these options resulting in a non-cash compensation expense of $6.0 million to be recognized during this period.
About eXp World Holdings, Inc.
eXp World Holdings, Inc. is the holding company for a number of companies most notably eXp Realty LLC, the Agent-Owned Cloud Brokerage®, as a full-service real estate brokerage providing 24/7 access to collaborative tools, training, and socialization for real estate brokers and agents through its 3-D, fully-immersive, cloud office environment. eXp Realty, LLC and eXp Realty of Canada, Inc. also feature an aggressive revenue sharing program that pays agents a percentage of gross commission income earned by fellow real estate professionals who they attract into the Company.
eXp World Holdings, Inc. also owns 89.4% of First Cloud Mortgage, Inc. a Delaware corporation launched in 2015 and now licensed to originate mortgages in Arizona, California, New Mexico, Virginia and Texas. First Cloud Mortgage has positioned itself as a Planet Friendly Mortgage Company via the purchase of carbon offsets for homeowners offsetting the first year of the Carbon Footprint of the typical home on each mortgage originated through First Cloud Mortgage, Inc.
As a publicly-traded company, eXp World Holdings, Inc. uniquely offers professionals within its ranks opportunities to earn equity awards for production and contributions to overall company growth.
For more information you can follow eXp World Holdings, Inc. on Twitter, LinkedIn, Facebook, YouTube, or visit eXpWorldHoldings.com. For eXp Realty please visit: eXpRealty.com and for First Cloud Mortgage, Inc. check out FirstCloudMortgage.com.
The statements contained herein may include statements of future expectations and other forward-looking statements that are based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Such forward-looking statements speak only as of the date hereof, and the Company undertakes no obligation to revise or update them. These statements include, but are not limited to, statements about the Company’s expansion, revenue growth, operating results, financial performance and net income changes. Such statements are not guarantees of future performance. Important factors that may cause actual results to differ materially and adversely from those expressed in forward-looking statements include changes in business or other market conditions; the difficulty of keeping expense growth at modest levels while increasing revenues; and other risks detailed from time to time in the Company’s Securities and Exchange Commission filings, including but not limited to the most recently filed Annual Report on Form 10-K.
Blueknight Energy Partners, L.P. (“BKEP” or the “Partnership”) (NASDAQ: BKEP) (NASDAQ: BKEPP), announced today that Mark Hurley, Chief Executive Officer, Brian Melton, Vice-President of Business Development and Alex Stallings, Chief Financial Officer will attend the Citi One-on-One MLP/Midstream Infrastructure Conference in Las Vegas, Nevada, August 17 – 18, 2016.
The materials used during the conference will be accessible in the Investors section of BKEP’s website at www.bkep.com on Wednesday, August 17, 2016.
About Blueknight Energy Partners, L.P.
BKEP owns and operates a diversified portfolio of complementary midstream energy assets consisting of approximately 7.4 million barrels of crude oil storage located in Oklahoma and Texas, approximately 6.6 million barrels of which are located at the Cushing, Oklahoma Interchange, approximately 985 miles of crude oil pipeline located primarily in Oklahoma and Texas, approximately 240 crude oil transportation and oilfield services vehicles deployed in Kansas, Oklahoma, and Texas and approximately 8.2 million barrels of combined asphalt product and residual fuel oil storage located at 45 terminals in 24 states. BKEP provides integrated services for companies engaged in the production, distribution and marketing of crude oil, asphalt and other petroleum products. BKEP is headquartered in Oklahoma City, Oklahoma. For more information, visit the Partnership’s Web site at www.bkep.com.
BKEP
Investor Relations, 918-237-4032
investor@bkep.com
or
Media Contact:
Brent Gooden, 405-715-3232 or 405-818-1900
NEW YORK, Aug. 12, 2016 — YOU On Demand Holdings, Inc. (NASDAQ: YOD) (“YOU On Demand” or “YOD” or the “Company”), a premium content Video On Demand service provider in China evolving into a global, mobile-driven, consumer management platform for both enterprises and consumers, announced today that the Company closed on an investment from Harvest Alternative Investment Opportunities SPC (“Harvest”), which netted proceeds of $4.0 million to YOU On Demand.
Pursuant to the terms of the Security Purchase Agreement (“SPA”), which will be filed with the U.S. Securities and Exchange Commission on August 15, 2016 by YOU On Demand as an exhibit to the Company’s next Quarterly Report on Form 10-Q, the Company has agreed to sell and issue 2,272,727 shares of the Company’s common stock to Harvest for $1.76 per share, or a total purchase price of $4.0 million USD. The SPA contains customary representations, warranties and covenants.
YOU On Demand intends to use the net proceeds of the transaction for M&A activity, licensed content procurement and general working capital purposes.
About YOU On Demand Holdings, Inc. (http://corporate.yod.com)
YOU On Demand (NASDAQ: YOD) is leveraging and optimizing its current operations as a premium content Video On Demand service provider in China to evolve into a global, B2B2C, mobile-driven, consumer management platform for both enterprises and consumers. By aiming to establish the world’s premier multimedia, social networking and e-commerce-enabled network with the largest global effective connected user base, YOU On Demand, through this expanded, cloud-based, ecosystem of connected screens combined with strong partnerships with leading global providers, will be capable of delivering a vast array of YOD-branded products and services to enterprise customers and end-use consumers – anytime and anywhere, across multiple platforms and devices.
YOU On Demand has content distribution agreements in place with many of Hollywood’s top studios including Disney Media Distribution, Paramount Pictures, NBC Universal and Twentieth Century Fox Television Distribution, Miramax, as well as a broad selection of the best content from Chinese filmmakers. In addition, the Company has governmental partnerships and licenses as well as numerous JV partnerships and strategic cooperation agreements with an array of distribution and content partners in the global new media space. YOU On Demand is headquartered in both New York, NY and Beijing, China.
Safe Harbor Statement
This press release contains certain statements that may include “forward looking statements.” All statements other than statements of historical fact included herein are “forward-looking statements.” These forward looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects” or similar expressions, involve known and unknown risks and uncertainties. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
CONTACT:
Jason Finkelstein
YOU On Demand
212-206-1216
jason.finkelstein@yod.com
@youondemand
corporate.yod.com
Arrowhead Pharmaceuticals Inc. (NASDAQ: ARWR) today announced that it closed a previously announced private offering with a select group of investors including Orbimed, RA Capital Management, Perceptive Advisors, RTW Investments and certain other institutional investors. Gross proceeds were $45 million. Approximately 7.63 million shares of common stock were issued at a price of $5.90 per share.
Cantor Fitzgerald & Co. acted as sole placement agent for the private offering. Trout Capital LLC and Chardan Capital Markets LLC acted as financial advisors.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
The securities sold in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other jurisdiction’s securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws. The Company has agreed to file a registration statement with the Securities and Exchange Commission registering the resale of the shares of common stock issued and sold in the private placement.
About Arrowhead Pharmaceuticals
Arrowhead Pharmaceuticals develops medicines that treat intractable diseases by silencing the genes that cause them. Using a broad portfolio of RNA chemistries and efficient modes of delivery, Arrowhead therapies trigger the RNA interference mechanism to induce rapid, deep, and durable knockdown of target genes. RNA interference, or RNAi, is a mechanism present in living cells that inhibits the expression of a specific gene, thereby affecting the production of a specific protein. Arrowhead’s RNAi-based therapeutics leverage this natural pathway of gene silencing. The company’s pipeline includes ARC-520 and ARC-521 for chronic hepatitis B virus infection, ARC-AAT for liver disease associated with alpha-1 antitrypsin deficiency, ARC-F12 for hereditary angioedema and thromboembolic disorders, ARC-LPA for cardiovascular disease, and ARC-HIF2 for renal cell carcinoma.
For more information please visit www.arrowheadpharma.com, or follow us on Twitter @ArrowheadPharma. To be added to the Company’s email list and receive news directly, please visit http://ir.arrowheadpharma.com/alerts.cfm.
Safe Harbor Statement under the Private Securities Litigation Reform Act:
This news release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are based upon our current expectations and speak only as of the date hereof. Our actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, including our ability to finance our operations, the future success of our scientific studies, our ability to successfully develop drug candidates, the timing for starting and completing clinical trials, rapid technological change in our markets, and the enforcement of our intellectual property rights. Our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q discuss some of the important risk factors that may affect our business, results of operations and financial condition. We assume no obligation to update or revise forward-looking statements to reflect new events or circumstances.
DYNAMIC POLYCONJUGATES is a trademark of Arrowhead Pharmaceuticals, Inc.
Source: Arrowhead Pharmaceuticals, Inc.
The ONE Group Hospitality, Inc. (“The ONE Group”) (Nasdaq:STKS) today announced that it has entered into a loan agreement with Anson Investments Master Fund LP (“Anson”) for $3 million, through an unsecured promissory note. The unsecured promissory note bears interest at a rate of 10% per annum, payable quarterly commencing September 30, 2016, until its maturity date of August 11, 2021. The funds will be used for development.
Pursuant to the loan agreement, The ONE Group issued a common stock purchase warrant to Anson to purchase 300,000 shares of The ONE Group’s common stock at an exercise price of $2.61 per share.
Further information with respect to the loan, the unsecured promissory note and the warrant will be contained in a Current Report on Form 8-K that The ONE Group intends to file with the Securities and Exchange Commission.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About The ONE Group
The ONE Group (Nasdaq:STKS) is a global hospitality company that develops and operates upscale, high-energy restaurants and lounges and provides hospitality management services for hotels, casinos and other high-end venues both nationally and internationally. The ONE Group’s primary restaurant brand is STK, a modern twist on the American steakhouse concept with locations in major metropolitan cities throughout the U.S. and Europe. STK Rebel, a more accessibly priced STK with a broader menu, is an extension of the STK brand. The ONE Group’s food and beverage hospitality services business, ONE Hospitality, provides the development, management and operations for premier restaurants and turn-key food and beverage services within high-end hotels and casinos. Additional information about The ONE Group can be found at www.togrp.com.
Cautionary Statement on Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements, including but not limited to, (1) The ONE Group’s ability to open new restaurants and food and beverage locations in current and additional markets, obtain additional financing, grow and manage growth profitably, maintain relationships with suppliers and obtain adequate supply of products and retain its key employees; (2) factors beyond the control of The ONE Group that affect the number and timing of new restaurant openings, including weather conditions and factors under the control of landlords, contractors and regulatory and/or licensing authorities; (3) changes in applicable laws or regulations; (4) the possibility that The ONE Group may be adversely affected by other economic, business, and/or competitive factors; and (5) other risks and uncertainties indicated from time to time in The ONE Group’s filings with the Securities and Exchange Commission, including The ONE Group’s Annual Report on Form 10-K filed on March 30, 2016 and our Quarterly Report on Form 10-Q filed on May 16, 2016.
Investors are referred to the most recent reports filed with the Securities and Exchange Commission by The ONE Group Hospitality, Inc. Investors are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events, or otherwise.
ICR
Michelle Epstein, 646-277-1224
DUBLIN, Aug. 12, 2016 — Endo International plc (NASDAQ: ENDP) (TSX: ENL) announced today that based on an August 11, 2016 discussion with the U.S. Food and Drug Administration (FDA), the Company has decided to withdraw its supplemental New Drug Application (sNDA) relating to specific abuse deterrent labeling for OPANA® ER without prejudice to re-filing. The Company plans to continue collecting and analyzing epidemiological data relating to OPANA® ER. Endo’s financial projections for 2016 did not assume approval of the sNDA.
“We anticipate the generation of additional data and we will seek collaboration with FDA to appropriately advance OPANA® ER,” said Sue Hall, Ph.D., Executive Vice President, Chief Scientific Officer and Global Head of Research & Development and Quality at Endo. “We believe in the ability of OPANA® ER to continue making a difference in the lives of appropriate patients and remain committed to safely and effectively addressing the needs of the pain patient community.”
OPANA® ER is an opioid agonist indicated for the management of pain severe enough to require daily, around-the-clock opioid treatment and for which alternative treatment options are inadequate. The sNDA for OPANA® ER, which is formulated using INTAC® Technology, included studies designed to evaluate the abuse deterrence of the formulation. INTAC® Technology increases tablet hardness using a high molecular weight polymer (polyethylene oxide).
About Endo International plc
Endo International plc is a global specialty pharmaceutical company focused on improving patients’ lives while creating shareholder value. Endo develops, manufactures, markets and distributes quality branded and generic pharmaceutical products as well as over-the-counter medications though its operating companies. Endo has global headquarters in Dublin, Ireland, and U.S. headquarters in Malvern, PA. Learn more at www.endo.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements,” including, but not limited to, the statements by Dr. Hall. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results could vary materially from Endo’s expectations and projections. Risks and uncertainties include, among other things, general industry and market conditions; technological advances and patents attained by competitors; challenges inherent in the research and development and regulatory processes; challenges related to product marketing, such as the unpredictability of market acceptance for new products and/or the acceptance of new indications for such products; inconsistency of treatment results among patients; potential difficulties in manufacturing; general economic conditions; and governmental laws and regulations affecting domestic and foreign operations. Endo expressly disclaims any intent or obligation to update these forward-looking statements except as required by law. Additional information concerning these and other risk factors can be found in Endo’s periodic reports filed with the U.S. Securities and Exchange Commission and in Canada on the System for Electronic Data Analysis and Retrieval (“SEDAR”), including current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K. Additional information about Endo is available on the World Wide Web at www.endo.com or you can contact the Endo Investor Relations department by calling (484) 216-0000.
SAN FRANCISCO and SHENZHEN, China, Aug. 12, 2016 — Highpower International, Inc. (NASDAQ: HPJ), (“Highpower,” or the “Company”) a developer, manufacturer, and marketer of lithium and nickel-metal hydride (Ni-MH) rechargeable batteries, and a battery management systems and battery recycling provider, today announced that its wholly-owned subsidiary, Huizhou Highpower Technology Co., Ltd, has entered into an agreement (“Agreement”) to acquire up to 50% equity interest in Huizhou Yipeng Energy Technology Co., Ltd. (“Huizhou Yipeng”), an electric vehicle power battery system solutions provider specializing in the plug-in hybrid electric vehicle (PHEV) and electric vehicle (EV) bus market in China.
Pursuant to the Agreement, the Company will invest RMB114.75 million (approximately $17.3 million) consisting of an aggregate of $5.2 million in cash and $12.1 million of power battery equipment into Huizhou Yipeng for a 50% equity interest. On August 10, 2016, the Company consummated the first purchase of 30.4% for RMB 15 million in cash (approximately $2.3 million) and power equipment equivalent to RMB 45 million (approximately $6.8 million). The purchase of the remaining equity interest of 14.6% for RMB 19.75 million in cash (approximately $2.9 million) and power equipment equivalent to RMB 35 million (approximately $5.3 million) is scheduled to close prior to November 5, 2016 subject to Huizhou Yipeng being approved prior to October 31, 2016 to be listed in the catalogue of industrial Standards of Auto Mobile Power Battery Cell, which is formulated by the Ministry of Industry and Information Technology of the People’s Republic of China. The Company intends to fund the equity purchase with cash on hand, expected future cash flow, and if needed, approximately $2.0 million in borrowings under existing credit arrangements. Prior to entering into the Agreement, Highpower already held an existing 5% equity interest in Huizhou Yipeng. Highpower also has the right to purchase from existing Huizhou Yipeng shareholders additional equity for $0.4, million which would give Highpower a total of 51% equity interest in Huizhou Yipeng.
Huizhou Yipeng was founded in Huizhou City, Guangdong Province in January 2014, and is a new high-tech enterprise focusing on lithium-ion power battery systems in new energy vehicle application. Mr. Hongze Yu, the CEO of Huizhou Yipeng, has over twenty years of experience in driving growth strategy for companies in the Chinese-vehicle industry. Prior to Huizhou Yipeng, Mr. Yu was co-founder of Beijing JAYA Technology Co., Ltd., a company specializing in smart transportation started in 2005.
Management Commentary
Mr. George Pan, Chairman and CEO of Highpower International, commented, “We are pleased to announce our strategic investment in Huizhou Yipeng, which has established an industry leading position in China in the PHEV and EV bus market, which has experienced growth in recent years in power battery system. We have worked with their management team for over two years, as Huizhou Yipeng has been a customer of Highpower and we have collaborated on several projects in past. We had a high degree of comfort after establishing this relationship to move forward and take a position in the company, and believe that our combined resources will allow Huizhou Highpower to expand more rapidly in the PHEV and EV power battery market in China and help extend Highpower’s industrial chain.”
About Huizhou Yipeng Energy Technology Co., Ltd.
Yipeng Energy Technology Co., Ltd. was founded in Huizhou City, Guangdong Province in January 2014, and is a new high-tech enterprise focusing on lithium-ion power battery systems in new energy vehicle application. Huizhou Yipeng is a developer, manufacturer, and marketer of the plug-in hybrid and pure electric vehicle fast charge lithium-ion battery systems. Huizhou Yipeng has obtained the ISO / TS16949: 2009 certification in 2015, and its fast charge battery power system has been widely used in public transportation vehicles across China. Huizhou Yipeng has been recognized by EATON Corporation in the US and has also become the standard power battery system supplier to HIGER, a top brand bus in China. Huizhou Yipeng mainly focuses on the PHEV and fast charge EV bus market, achieving over 50 million kilometers’ safe running record. For more information about Huizhou Yipeng, please go to (in Mandarin): http://www.kyipeng.com/
About Highpower International, Inc.
Highpower International was founded in 2001 and produces high-quality Nickel-Metal Hydride (Ni-MH) and lithium-based rechargeable batteries used in a wide range of applications such as electric buses, bikes, energy storage systems, power tools, medical equipment, digital and electronic devices, personal care products, and lighting. Highpower’s target customers are Fortune 500 companies, and top 10 companies in each vertical segment. With advanced manufacturing facilities located in Shenzhen, Huizhou, and Ganzhou of China, Highpower is committed to clean energy technology, not only in the products it makes, but also in the processes of production. The majority of Highpower International’s products are distributed to worldwide markets mainly in the United States, Europe, Japan, China and Southeast Asia.
Forward Looking Statements
This press release contains “forward-looking statements” within the meaning of the “safe-harbor” provisions of the Private Securities Litigation Reform Act of 1995 that are not historical facts. These statements can be identified by the use of forward-looking terminology such as “believe,” “expect,” “may,” “will,” “should,” “project,” “plan,” “seek,” “intend,” or “anticipate” or the negative thereof or comparable terminology, and include discussions of the Company’s future performance, operations and products. Such statements involve known and unknown risks, uncertainties and other factors that could cause the Company’s actual results to differ materially from the results expressed or implied by such statements, including, the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement; the inability to complete the transaction within the expected time period or at all, including due to Huizhou Yipeng’s failure to be approved for listing in the catalogue of industrial Standards of Auto Mobile Power Battery Cell, or the failure to satisfy other conditions to completion of the acquisition; risks related to disruption of management’s attention from the ongoing business operations due to the acquisition; the effect of the announcement of the acquisition on Highpower’s or Huizhou Yipeng’s relationships with their respective customers and lenders or on their operating results and businesses generally, inability to achieve the expected benefits resulting from the acquisition, such as expansion of Huizhou’s Yipeng’s business; our ability to successfully expand sales of our lithium battery product in the mobile device market and our ability to effectively compete in that market. For a discussion of these and other risks and uncertainties see “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s public filings with the SEC. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. The Company has no obligation to update the forward-looking information contained in this press release.
CONTACT:
Highpower International, Inc.
Sherry Chen
+86-755-8968-6521
ir@highpowertech.com
INVESTOR RELATIONS:
The Equity Group Inc.
In China
Katherine Yao, Senior Associate
+86-10-6587-6435
kyao@equityny.com
In U.S.
Adam Prior, Senior Vice President
(212) 836-9606
aprior@equityny.com
– Cantrixil (TRX-E-002-1) is Novogen’s lead development candidate, and is being developed as a therapy for patients with ovarian cancer – Investigational New Drug (IND) application is the key regulatory filing to initiate clinical trials in the United States – First-in-human (FIH) phase I study remains on track for initiation in the fourth calendar quarter of 2016, in line with previous guidance
SYDNEY, Aug. 11, 2016 — Australian oncology-focused biotechnology company Novogen Ltd (ASX: NRT; NASDAQ: NVGN) today announced that it has submitted an Investigational New Drug (IND) application to the United States Food and Drug Administration (FDA) for Cantrixil (TRX-E-002-1) in ovarian cancer.
The IND is a detailed regulatory filing which is required to initiate clinical studies in the United States. It has been compiled over the past twelve months, following a decision to move Cantrixil into clinical development at the Company’s strategic pipeline review in August 2015.
The IND submission includes a comprehensive package of data, encompassing preclinical pharmacology and toxicity, manufacturing, quality control and clinical development plans. Novogen will be able to move forward to the next step of setting up the clinical trials program thirty days after submission, unless FDA reviewers have questions or concerns which cannot be resolved during that time.
Dr Kimberley Lilischkis, Director of Clinical & Regulatory Affairs at Novogen, commented, “The Cantrixil IND is a critical step on the path to the clinic. We will work closely with the FDA to resolve any queries they may have. Following that, we expect to initiate the study swiftly in the last quarter of 2016, with participation from centres in the US and Australia.”
Cantrixil is a first-in-class development candidate which is being studied as a therapy for ovarian cancer, administered directly into the abdominal cavity via the intra-peritoneal route. Preclinical data has shown broad-based evidence of anti-tumour activity in animal models of ovarian cancer,[1] and a toxicology program conducted under GLP (Good Laboratory Practice (GLP) has demonstrated a toxicity profile that appears appropriate for use in humans at therapeutic doses.[2]
Dr James Garner, CEO of Novogen, added, “This is an important milestone in Novogen’s transition to a clinical stage drug development company. I am delighted that the team has succeeded in delivering on schedule, in accordance with our prior guidance of an August 2016 submission. The Cantrixil trial has received strong interest from clinicians in Australia and the United States. The team is working with Quintiles, our contract research organisation, to select and initiate the most appropriate trial sites and prepare for the phase I study.”
About the Cantrixil (TRX-E-002-1) development candidate
Cantrixil is a cyclodextrin-based formulation of the active ingredient, TRX-E-002-1, which has shown in vitro and in vivo anti-cancer activity in a range of tumour types. The Company anticipates that, if approved, the drug product would be used as an intra-peritoneal chemotherapy, either alone or in combination with other agents, and in one or more cancers of the abdominal or pelvic cavity (e.g. ovarian, uterine, colorectal or gastric carcinomas). A first-in-human clinical study is planned to commence in the fourth quarter of 2016.
About Novogen Limited
Novogen Limited (ASX: NRT; NASDAQ: NVGN) is an oncology-focused biotechnology company based in Sydney, Australia. Novogen has two proprietary drug discovery platforms (superbenzopyrans and anti-tropomyosins) with the potential to yield first-in-class agents across a range of oncology indications. The three lead molecules Cantrixil, Anisina, and Trilexium are in preclinical development, with the most advanced molecule, Cantrixil, slated to enter clinical trials in late 2016. For more information, please visit: www.novogen.com
Forward Looking Statement
This press release contains “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. The Company has tried to identify such forward-looking statements by use of such words as “expects,” “appear,” “intends,” “hopes,” “anticipates,” “believes,” “could,” “should,” “would,” “may,” “target,” “evidences” and “estimates,” and other similar expressions, but these words are not the exclusive means of identifying such statements. Such statements include, but are not limited to any statements relating to the Company’s drug development program, including, but not limited to the initiation, progress and outcomes of clinical trials of the Company’s drug development program, including, but not limited to Cantrixil, Anisina, Trilexium, and any other statements that are not historical facts. Such statements involve risks and uncertainties, including, but not limited to, those risks and uncertainties relating to the difficulties or delays in financing, development, testing, regulatory approval, production and marketing of the Company’s drug components, including, but not limited to, Cantrixil, Anisina, Trilexium, the ability of the Company to procure additional future sources of financing, unexpected adverse side effects or inadequate therapeutic efficacy of the Company’s drug compounds, including, but not limited to, Cantrixil, Anisina, Trilexium, that could slow or prevent products coming to market, the uncertainty of patent protection for the Company’s intellectual property or trade secrets, including, but not limited to, the intellectual property relating to Cantrixil, Anisina, Trilexium, and other risks detailed from time to time in the filings the Company makes with Securities and Exchange Commission including its annual reports on Form 20-F and its reports on Form 6-K. Such statements are based on management’s current expectations, but actual results may differ materially due to various factions including those risks and uncertainties mentioned or referred to in this press release. Accordingly, you should not rely on those forward-looking statements as a prediction of actual future results.
[1] AB Alvero, A Heaton, E Lima, et al. (2016). Molecular Cancer Therapeutics, 15(6):1279-90 (June 2016)
[2] K Lilischkis, A Heaton, A Alvero, et al. (2016). Abstract LB201, Annual Meeting of the American Association of Cancer Research (New Orleans, LA)
ATLANTA, GA–(Aug 11, 2016) – Medovex Corp. (NASDAQ: MDVX), a developer of medical technology products, today released the following open letter to shareholders:
Dear Fellow Shareholder,
I want to personally thank you for your continuing investment in Medovex.
Since my last letter, we have achieved great strides in the development of our flagship product, the DenerveX™ System. The DenerveX System is designed to provide relief from debilitating pain associated with Facet Joint Syndrome (FJS). Lower back pain remains the second most common cause of disability in the U.S., and affects approximately 10% of adults. Studies indicate that that 31% of lower back pain cases are attributed to FJS.
The DenerveX system combines two actions into one minimally invasive device, which will potentially improve patient outcomes. The combined procedure is designed to and is expected to provide longer lasting pain relief than competitive offerings, while potentially lowering costs to the health care system.
In October 15, 2015, we conducted a very successful DenerveX System cadaver lab study at the North American Spine Society (NASS) meeting in Chicago, IL with 17 spine surgeons from several European countries as part of our pre-launch strategy. One of the most recognized expert spine surgeon attendees made the following comment after observing the use of the DenerveX device.
Dr. Ritter-Lang, advisor and leading spine surgeon from Germany stated, “The DenerveX is a safe treatment to address facet joint disease in an easy and fast approach with a new and innovative technology. A missing link to successfully treat pain related to the facet joint.”
In January, we followed up by attending Forum Spine Surgery of the German Spine Society where more than 150 leading spine surgeons from Germany, the European Union and the United States were in attendance where we provided demonstrations and introductory training for the DenerveX System.
More recent accomplishments include:
On January 14, 2016, The DenerveX Device Kit and Pro-40 generator was tested as a working system under rigorous conditions using many of the standards required under GLP evaluation models (Good Laboratory Practice), which is an accepted standard in the medical technology field for commercialization. According to Scott Haufe M.D., Medical Director, inventor and co-developer of the DenerveX Device and the physician performing this latest test and evaluation, “The DenerveX device and Pro-40 generator worked excellently together in this living tissue model as expected. We believe the DenerveX procedure as designed, has the potential to fit very well into the way these patients should be treated as a future new standard.”
On February 4, 2016, we announced that the reimbursement authority in Germany had released new reimbursement payment coding for the DenerveX System technology for the treatment of the Facet Joint Syndrome. The new reimbursement coding was released in the Diagnosis-Related Group (DRG) system in 2016 in Germany. This new coding allows for hospitals and outpatient centers to receive reimbursement for the use of the DenerveX System.
On April 5, 2016, we announced that we had entered into an international distribution agreement with Innosurge, a supplier of innovative orthopedic surgery equipment. The agreement covers the distribution of its DenerveX System throughout Scandinavia, including Denmark, Sweden, Norway and Finland.
On May 7, 2016, we announced that we had placed our first commercial order for the DenerveX Pro-40 Power Generator in preparation for its anticipated European launch later this year.
On June 2, 2016, we announced that we had completed our first live tissue test via receipt of positive test results from January’s non-human living tissue test of the DenerveX System.
On June 6, 2016, we announced that its DenerveX System had successfully been used in its most extensive live tissue test to date completing an extensive twelve subject live tissue laboratory using the most stringent standards for Good Laboratory Practice standards (GLP) using the final pre-production model device and generator.
On August 8, 2016, we filed a form 8k with the SEC disclosing that we entered into a Unit Purchase Agreement with selected accredited investors for proceeds of $1,150,000, led by a $750,000 investment by Sorrento Therapeutics Inc., in a private placement of common stock and warrants at a fixed purchase price. The proceeds allow the Company to finalize testing of the DenerveX System while providing additional working capital.
The DenerveX Device Kit and Pro-40 generator was tested as a working system under rigorous conditions using all of the required federal and international standards. The GLP evaluation is an accepted standard in the medical technology field for commercialization under Title 21 of the Code of Federal Regulations. Good Laboratory Practice for Non-Clinical Laboratory Studies contain the highest federal standards that medical technology company’s must meet prior in submitting for regulatory approval in the U.S. and the European Union.
We are pleased that The DenerveX Device has now proven itself in a total of 16 animal tests, three cadaver labs with at least four cadavers in each lab and numerous bench tests over the course of its development. These results are indicative of our team’s deep background and historical track record at bringing new medical devices to market. Importantly, The DenerveX device is designed and developed with input from practicing surgeons and pain management physicians from both the U.S. and the EU, composed in three focus groups, a cadaver lab at NASS last October, and many one on one meetings. We designed what they want, not what we think they want.
To date, no potential distributor candidate in the EU or Asia has turned down the offer to distribute the DenerveX System, and few if any physicians have stated that they would not use the device. All physicians have stated that the current methods of treating patients with RF (Radio Frequency Ablation) do not work. In fact, a recent paper presented at “Spine Week” meeting in China stated that RF treatments of FJS were no more effective than physical therapy.
With a dedicated reimbursement code already in Germany, specifically for the DenerveX procedure, we believe the device is positioned well pending CE Marking. Germany has a population of roughly 85 million people, the largest market in the EU.
Thanks to the many very smart and talented people working on this device and generator, it works as expected. We have successfully developed a device that physicians have told us they wanted and will use. With a highly attractive price point, expected longer term results for patients, and physicians themselves having the ability to earn more from its use, we continue to believe the DenerveX device has the potential of becoming a new gold standard for treatment of the Facet Joint.
In addition to the final stages for the completion of development of the DenerveX device, we continue to explore a sale of our Streamline business, while continuing to look at candidates for new pipeline products. In my earlier letter, I indicated we are consistently looking at new and exciting potential acquisition opportunities that have the potential to create measurable shareholder value. We continue to actively evaluate such opportunities, focusing on those that have the potential to be immediately accretive, or offer a near term path to revenue. Specifically, we are particularly excited about one such opportunity that we’ve identified and are pursuing. We hope to be in position to announce something definitive in upcoming weeks, but there can be no assurance that such opportunity will be formalized.
“Better living through better medicine” is not just a slogan; it’s a philosophy that management and our board are committed to seeing through in the form of innovative new products that provide both shareholder value and a lower cost option for suffering patients. Thank you again for your valued support.
Kind regards,
Jarrett Gorlin
Chief Executive Officer
About Medovex:
Medovex was formed to acquire and develop a diversified portfolio of potentially ground breaking medical technology products. Criteria for selection include those products with potential for significant improvement in the quality of patient care combined with cost effectiveness. The Company’s first pipeline product, the DenerveX device, is intended to provide long lasting relief from pain associated with facet joint syndrome at significantly less cost than currently available options. The DenerveX System is not yet FDA approved and does not have the CE Mark. To learn more about Medovex Corp., visit www.medovex.com.
Safe Harbor Statement
Certain statements in this press release constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,” “might,” “will,” “should,” “believe,” “expect,” “anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,” “plan,” “intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company’s filings with the Securities and Exchange Commission (the “SEC”), not limited to Risk Factors relating to its patent business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.
Medovex Corp.
Jason Assad
470-505-9905
Email Contact
International security company provides benefits for members of prominent non-profit
DALLAS, Aug. 11, 2016 — Monitronics, a subsidiary of Ascent Capital Group, Inc. (NASDAQ: ASCMA) and leading international home security alarm monitoring company headquartered in Dallas, today launched a relationship with AARP that will offer its 38 million members an exclusive discount on professionally installed residential security alarms and monitoring.
New customers with a valid AARP membership number will receive equipment and free activation up to $149, as well as $5 off their monthly monitoring fee. Existing Monitronics customers with a valid AARP membership can receive a 25% discount on additional equipment, including medical monitoring devices, smart video doorbells, and other smart home technology.
“We are thrilled at the opportunity to bring safety and security to one of our country’s fastest growing age segments,” said Jeff Gardner, Monitronics President and CEO. “AARP has a highly regarded social mission and a well-deserved reputation as an advocate for today’s 50-plus population, and we are incredibly pleased to be part of this strategic relationship.”
Security is top of mind for many AARP members, and Monitronics delivers world-class products, customer service, and innovative smart home solutions to its 1.2 million customers. As the new exclusive provider of professionally installed residential security and monitoring for AARP members, the company is excited to extend these benefits to this growing population at a discounted rate.
“AARP is pleased to announce this new relationship with Monitronics, which demonstrates a commitment to providing customers with the very best security the industry has to offer. Security is important to our members, who are busy exploring the world and taking on new challenges every day,” said Victoria Borton, Vice President, Lifestyle Products for AARP Services, Inc. “This program can give our members peace of mind while they pursue their goals, helping to keep them free of worry about their homes and property, and delivering immediate help in the case of an emergency.”
To take advantage of Monitronics’ residential security installation and monitoring offer, please visit the AARP Member Advantages website, AARPAdvantages.com. AARP Member Advantages is a collection of discounts, products and services available to AARP’s millions of members through third parties, not by AARP or its affiliates.
About Monitronics International, Inc.
A subsidiary of Ascent Capital Group, Inc. (NASDAQ: ASCMA), Monitronics is one of the nation’s largest and fastest-growing home security alarm monitoring companies. Headquartered in Dallas, it provides monitored home and business security system services to over 1 million residential customers and commercial client accounts through its network of independent Authorized Dealers in the U.S., Canada and Puerto Rico.
About AARP
AARP is a nonprofit, nonpartisan organization, with a membership of nearly 38 million that helps people turn their goals and dreams into ‘Real Possibilities’ by changing the way America defines aging. With staffed offices in all 50 states, the District of Columbia, Puerto Rico, and the U.S. Virgin Islands, AARP works to strengthen communities and promote the issues that matter most to families such as healthcare security, financial security and personal fulfillment. AARP also advocates for individuals in the marketplace by selecting products and services of high quality and value to carry the AARP name. As a trusted source for news and information, AARP produces the world’s largest circulation magazine, AARP The Magazine and AARP Bulletin. AARP does not endorse candidates for public office or make contributions to political campaigns or candidates. To learn more, visit www.aarp.org or follow @aarp and our CEO @JoAnn_Jenkins on Twitter.
About AARP Services Inc.
AARP Services, Inc., founded in 1999, is a wholly-owned taxable subsidiary of AARP. AARP Services manages the provider relationships for and performs quality control oversight of the wide range of products and services that carry the AARP name and are made available by independent providers as benefits to AARP’s millions of members. The provider offers currently span health products, financial products, travel and leisure products, and life event services. Specific products include Medicare supplemental insurance; credit cards, auto and home, mobile home and motorcycle insurance, life insurance and annuities; member discounts on rental cars, cruises, vacation packages and lodging; special offers on technology and gifts; pharmacy services and legal services. AARP Services also engages in new product development activities for AARP and provides certain consulting services to outside companies.
Contact: Lindsay Lougee
Monitronics International
Tel: 972-243-7443, ext. 73121
E-mail: llougee@monitronics.com
www.monitronics.com
TULSA, Aug. 11, 2016 — Mid-Con Energy Partners, LP (NASDAQ:MCEP) (“Mid-Con Energy” or the “Partnership”) through its wholly owned subsidiary, Mid-Con Energy Properties, LLC, today announced closing of its previously announced acquisition of oil and natural gas properties in Nolan County, Texas, for approximately $19.5 million. The acquisition is subject to customary post-closing adjustments based on an effective date of June 1, 2016.
PERMIAN ACQUISITION HIGHLIGHTS
- Mid-Con Energy acquires ~96% average working interest
- Properties include 27 producing wells, 11 injection wells, and 3 inactive wells
- Net proved reserves of ~1.5 MMBoe audited by Cawley, Gillespie and Associates, Inc.
- Reserves ~57% proved developed producing and ~99% oil with a reserve-to-production ratio of ~11.2 years
- Average net daily production of 368 Boe/d (~96% oil) calculated based on trailing three-month average ended June 30, 2016
- Historical lease operating expenses average approximately $12/Boe based on trailing three-month period ended June 30, 2016
- Production taxes approximate 4.6%
CLASS A CONVERTIBLE PREFERRED UNITS
In conjunction with the acquisition, on August 11, 2016, Mid-Con Energy closed its previously announced private offering (the “Offering”) of $25.0 million aggregate principal amount of Class A Convertible Preferred Units (“Preferred Units”) to investors led by John Goff and including, among others, Mid-Con Energy III, LLC, an affiliate of Mid-Con Energy’s general partner, Bonanza Capital, and Swank Capital. The Partnership used net proceeds from the Offering to fund its Permian acquisition, and excess net proceeds will be used for general partnership purposes, including repayment of borrowings outstanding under Mid-Con Energy’s revolving credit facility.
The Preferred Units were issued at a price of $2.15 per Preferred Unit (the “Unit Purchase Price”). The Partnership will pay holders of the Preferred Units (“Holders”) a cumulative, quarterly distribution in cash at an annual rate of 8.00% or, under certain circumstances, in additional Preferred Units, at an annual rate of 10.00%. At any time after the six-month anniversary and prior to the fifth anniversary of the closing date of the Offering, each Holder may elect to convert all or any portion of such Holder’s Preferred Units into common units representing limited partner interests in Mid-Con Energy on a one-for-one basis. On the fifth anniversary of the closing date of the Offering, each Holder may elect to cause the Partnership to redeem all or any portion of such Holder’s Preferred Units for cash at the Unit Purchase Price, and any remaining Preferred Units will thereafter be converted to Common Units on a one-for-one basis.
$140 MILLION CONFORMING BORROWING BASE
Mid-Con Energy and its lenders executed Amendment No. 10 to the Partnership’s credit agreement on August 11, 2016, increasing the conforming borrowing base of the Partnership’s senior secured revolving credit facility to $140 million. Pro forma for net proceeds from the Permian acquisition and the Offering, debt outstanding will be approximately $133 million. Mid-Con Energy’s next regularly scheduled bi-annual redetermination is expected to occur on or about November 1, 2016.
ABOUT MID-CON ENERGY PARTNERS, LP
Mid-Con Energy is a publicly held Delaware limited partnership formed in July 2011 to own, acquire, exploit and develop producing oil and natural gas properties in North America, with a focus on Enhanced Oil Recovery. Mid-Con Energy’s core areas of operation are located in Southern Oklahoma, Northeastern Oklahoma, the Gulf Coast, and the Permian. For more information, please visit Mid-Con Energy’s website at www.midconenergypartners.com.
FORWARD-LOOKING STATEMENTS
This press release includes “forward-looking statements” — that is, statements related to future, not past, events within meaning of the federal securities laws. Forward-looking statements are based on current expectations and include any statement that does not directly relate to a current or historical fact. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as “anticipate,” “believe,” “estimate,” “intend,” “expect,” “plan,” “project,” “should,” “goal,” “forecast,” “guidance,” “could,” “may,” “continue,” “might,” “potential,” “scheduled,” or “will” or other similar words. These forward-looking statements involve certain risks and uncertainties and ultimately may not prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. For further discussion of risks and uncertainties, you should refer to Mid-Con Energy’s filings with the Securities and Exchange Commission (“SEC”) available at www.midconenergypartners.com or www.sec.gov. Mid-Con Energy undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement and our SEC filings. Please see the risks and uncertainties detailed in the “Forward-Looking Statements” of our public filings.

INVESTOR RELATIONS CONTACT
IR@midcon-energy.com
(918) 743-7575
PALO ALTO, CA–(Aug 11, 2016) – Hewlett Packard Enterprise (NYSE: HPE)
- Strengthens position in $11 billion HPC segment which is growing at an estimated 6-8% CAGR, and in the data analytics segment, which is growing at over twice that rate
- Expands presence in key HPC verticals such as government, research, and life sciences
Hewlett Packard Enterprise (NYSE: HPE) today announced that it has signed a definitive agreement to acquire SGI (NASDAQ: SGI), a global leader in high-performance solutions for compute, data analytics and data management, for $7.75 per share in cash, a transaction valued at approximately $275 million, net of cash and debt.
SGI products and services are used for high-performance computing (HPC) and big data analytics in the scientific, technical, business and government communities to solve challenging data-intensive computing, data management and virtualization problems. The company has approximately 1,100 employees worldwide, and had revenues of $533 million in fiscal 2016.
“At HPE, we are focused on empowering data-driven organizations,” said Antonio Neri, executive vice president and general manager, Enterprise Group, Hewlett Packard Enterprise. “SGI’s innovative technologies and services, including its best-in-class big data analytics and high-performance computing solutions, complement HPE’s proven data center solutions designed to create business insight and accelerate time to value for customers.”
The explosion of data — in volume and variety, across all sectors and applications — is driving organizations to adopt high-end computing systems to run compute-intensive applications and big data workloads that traditional infrastructure solutions cannot handle. This includes investments in big data analytics to quickly and securely process massive data sets and enable real-time decision making. High-end systems are being used to advance research in weather, genomics and life sciences, and enhance cyber defenses at organizations around the world.
As a result of this demand, according to International Data Corporation (IDC), the $11 billion HPC segment is expected to grow at an estimated 6-8% CAGR over the next three years1, with the data analytics segment growing at over twice that rate.
SGI’s highly complementary portfolio, including its in-memory high-performance data analytics technology, will extend and strengthen HPE’s current leadership position in the growing mission critical and high-performance computing segments of the server market. The combined HPE and SGI portfolio, including a comprehensive services capability, will support private and public sector customers seeking larger supercomputer installations, including U.S. federal agencies as well enterprises looking to leverage high-performance computing for business insights and a competitive edge.
“Our HPC and high-performance data technologies and analytic capabilities, based on a 30+ year legacy of innovation, complement HPE’s industry-leading enterprise solutions. This combination addresses today’s complex business problems that require applying data analytics and tools to securely process vast amounts of data,” said Jorge Titinger, CEO and president, SGI. “The computing power that our solutions deliver can interpret this data to give customers quicker and more actionable insights. Together, HPE and SGI will offer one of the most comprehensive suites of solutions in the industry, which can be brought to market more effectively through HPE’s global reach.”
HPE and SGI believe that by combining complementary product portfolios and go-to-market approaches they will be able to strengthen the leading position and financial performance of the combined business.
Overall, HPE expects the acquisition to be neutral to earnings in the first full year following close and accretive thereafter.
The transaction is expected to close in the first quarter of HPE’s fiscal year 2017, subject to regulatory approvals and other customary closing conditions.
About Hewlett Packard Enterprise
Hewlett Packard Enterprise is an industry leading technology company that enables customers to go further, faster. With the industry’s most comprehensive portfolio, spanning the cloud to the data center to workplace applications, our technology and services help customers around the world make IT more efficient, more productive and more secure.
About SGI
SGI is a global leader in high-performance solutions for compute, data analytics and data management that enable customers to accelerate time to discovery, innovation, and profitability. Visit SGI.com (sgi.com/) for more information.
Forward-looking statements
Information set forth in this communication, including statements as to Hewlett Packard Enterprise’s or SGI’s outlook and financial estimates and statements as to the expected timing, completion and effects of the proposed acquisition by Hewlett Packard Enterprise of SGI, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These statements are based on various assumptions and the current expectations of the management of Hewlett Packard Enterprise and SGI, and may not be accurate because of risks and uncertainties surrounding these assumptions and expectations. Factors listed below, as well as other factors, may cause actual results to differ significantly from these forward-looking statements. There is no guarantee that any of the events anticipated by these forward-looking statements will occur, or what effect they will have on the operations or financial condition of Hewlett Packard Enterprise or SGI. Forward-looking statements included herein are made as of the date hereof, and Hewlett Packard Enterprise and SGI undertake no obligation to publicly update or revise any forward-looking statement unless required to do so by the federal securities laws.
These statements are based on the current expectations of the management of Hewlett Packard Enterprise and SGI (as the case may be) and are subject to uncertainty and to changes in circumstances. Major risks, uncertainties and assumptions include, but are not limited to: the expected benefits and costs of the transaction; management plans relating to the transaction; the expected timing of the completion of the transaction; the satisfaction of all closing conditions to the transaction, including the ability to obtain applicable shareholder and regulatory approvals; statements of the plans, strategies and objectives of Hewlett Packard Enterprise for future operations, including, the high performance computing and high growth big data analytics technologies and business in the server solutions and the mission-critical and high-performance computing markets; any statements regarding anticipated operational and financial results; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing; the risk that disruptions from the transaction will harm Hewlett Packard Enterprise’s or SGI’s businesses; the effect of economic, competitive, legal, governmental and technological factors and other factors described under “Risk Factors” in each of Hewlett Packard Enterprise’s and SGI’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. However, it is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.
Additional Information and Where to Find It
In connection with the transaction, SGI intends to file relevant materials with the Securities and Exchange Commission, including a preliminary proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the Securities and Exchange Commission, SGI will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the transaction. INVESTORS AND SECURITY HOLDERS OF SGI ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT SGI WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT SGI AND THE TRANSACTION. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the transaction (when they become available), and any other documents filed by SGI with the Securities and Exchange Commission, may be obtained free of charge at the Securities and Exchange Commission’s website (http://www.sec.gov) or through the investor relations section of SGI’s website (http://www.SGI.com).
Participants in the Solicitation
SGI and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from the stockholders of SGI in connection with the pending transaction. Information about SGI’s directors and executive officers is included in its Annual Report on Form 10-K for the year ended June 26, 2015, filed with the SEC on September 9, 2015, and the proxy statement for its 2015 Annual Meeting of Stockholders, filed with the SEC on October 23, 2015. Additional information regarding the interests of SGI’s directors and executive officers in the acquisition will be included in the preliminary proxy statement for the special meeting of SGI’s stockholders and will be included in the definitive proxy statement described above.
1 Source: IDC “Worldwide HPC Server Forecast, 2016 – 2020
THE COLONY, TX–(August 11, 2016) – Quest Resource Holding Corporation (NASDAQ: QRHC) (“Quest”) announced today that a 1-for-8 reverse stock split of its common stock became effective at 5:00 p.m., Eastern time, on Wednesday, August 10, 2016.
Upon the effectiveness of the reverse stock split, each lot of eight shares of Quest’s common stock was converted into and became one share of common stock. In lieu of issuing any fractional shares, Quest will round up to the nearest whole share in the event a stockholder would be entitled to receive less than one share of common stock.
“We believe this reverse stock split is an important step in attracting a broader spectrum of investors and will enable us to maintain our NASDAQ presence,” commented Ray Hatch, President and Chief Executive Officer of Quest. “Our board and management view our NASDAQ listing as an important factor in supporting stock liquidity and as a foundation for supporting stockholder value as we execute on our growth strategy.”
The reverse stock split is designed to lead Quest’s common stock to trade at approximately eight times the price per share at which it traded prior to the effectiveness of the reverse stock split. Quest, however, cannot assure that the price of its common stock after the reverse stock split will reflect the 1-for-8 reverse stock split ratio, that the price per share following the effective time of the reverse stock split will be maintained for any period of time, or that the price will remain above the pre-reverse stock split trading price.
Prior to the reverse stock split, there were 118,756,012 shares of Quest’s common stock outstanding. Effecting the 1-for-8 reverse stock split will reduce that amount to approximately 14,844,502. The reverse stock split will not change the number of shares of Quest’s authorized common stock or preferred stock, which will remain at 200,000,000 shares and 10,000,000 shares, respectively.
The number of common shares related to Quest’s outstanding stock options, warrants, and restricted stock, as well as the relevant exercise price per share, will be proportionally adjusted to reflect the reverse stock split. The number of shares authorized for issuance under Quest’s equity incentive plans will also be proportionally reduced to reflect the reverse stock split.
Quest has retained its transfer agent, Continental Stock Transfer & Trust Company (“Continental”), to act as its exchange agent for the reverse stock split. Continental will provide stockholders of record as of the effective date of the reverse stock split a letter of transmittal providing instructions for the exchange of stock certificates. Stockholders owning shares via a broker or other nominee will have their positions adjusted to reflect the reverse stock split, without being required to take any action in connection with the reverse stock split.
At the 2016 Annual Meeting of Stockholders, held on June 15, 2016, stockholders approved a proposal to authorize Quest’s Board of Directors to amend its articles of incorporation to effect an up to 1-for-10 reverse stock split of its common stock, with the exact ratio to be determined by the Board of Directors in its discretion at any time prior to August 29, 2016. The 1-for-8 reverse stock split was approved by Quest’s Board of Directors on August 9, 2016.
Additional information regarding Quest’s reverse stock split is available in the Definitive Proxy Statement filed by Quest with the Securities and Exchange Commission on April 29, 2016.
About Quest Resource Holding Corporation
Quest provides businesses with one-stop management programs to reuse, recycle, and dispose of a wide variety of waste streams and recyclables generated by their businesses. Quest’s comprehensive reuse, recycling, and proper disposal management programs are designed to enable regional and national customers to have a single point of contact for managing a variety of waste streams and recyclables. Quest also operates environmentally based social media and online data platforms that contain information and instructions necessary to empower consumers and consumer product companies to recycle or properly dispose of household products and materials. Quest’s directory of local recycling and proper disposal options empowers consumers directly and enables consumer product companies to empower their customers by giving them the guidance necessary for the proper recycling or disposal of a wide range of household products and materials, including the “why, where, and how” of recycling.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which provides a “safe harbor” for such statements in certain circumstances. The forward-looking statements include statements or expectations regarding our belief that this reverse stock split is an important step in attracting a broader spectrum of investors and will enable us to maintain our NASDAQ presence; our belief that our board and management view our NASDAQ listing as an important factor in supporting stock liquidity and as a foundation for supporting stockholder value as we execute on our growth strategy; and our expectation that the reverse stock split is designed to lead our common stock to trade at approximately eight times the price per share at which it traded prior to the effectiveness of the reverse stock split. These statements are based on our current expectations, estimates, projections, beliefs, and assumptions. Such statements involve significant risks and uncertainties. Actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors, including, but not limited to, competition in the environmental services industry, the impact of the current economic environment, and other factors discussed in greater detail in our filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2015. You are cautioned not to place undue reliance on such statements and to consult our SEC filings for additional risks and uncertainties that may apply to our business and the ownership of our securities. Our forward-looking statements are presented as of the date made, and we disclaim any duty to update such statements unless required by law to do so.
Investor Relations Contact:
John Liviakis
Liviakis Financial
415-389-4670
john@liviakis.com
NORTHVILLE, Mich., Aug. 10, 2016 — Gemphire Therapeutics Inc. (Nasdaq:GEMP), a clinical-stage biopharmaceutical company focused on developing and commercializing therapies for the treatment of dyslipidemia, a serious medical condition that increases the risk of life threatening cardiovascular disease, and NAFLD/NASH (nonalcoholic fatty liver disease) today announced the closing of its previously announced initial public offering of 3,000,000 shares of its common stock at a price to the public of $10.00 per share. In addition, Gemphire has granted the underwriters a 30-day option to purchase up to an additional 450,000 shares of common stock at the public offering price, less underwriting discounts and commissions. The shares began trading on the NASDAQ Global Market on August 5, 2016 under the ticker symbol “GEMP”. The gross proceeds to Gemphire from the initial public offering were $30 million, before deducting underwriting discounts and commissions and estimated offering expenses.
Jefferies LLC and RBC Capital Markets, LLC acted as joint book-running managers for the offering. Canaccord Genuity Inc. acted as co-lead manager for the offering and Laidlaw & Company (UK) Ltd. and LifeSci Capital LLC acted as co-managers.
A registration statement relating to these securities has been filed with the Securities and Exchange Commission and was declared effective on August 4, 2016. The offering was made only by means of a prospectus. A copy of the final prospectus relating to the offering may be obtained from Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone at (877) 547-6340, or by email at Prospectus_Department@Jefferies.com; or from RBC Capital Markets, LLC, Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York, NY 10281, or by telephone at (877) 822-4089, or by email at equityprospectus@rbccm.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Contact:
David Pitts
Argot Partners
212-600-1902
Novel glucokinase activator shows sustained meaningful reduction in HbA1c with well-tolerated treatment regimen
Please replace the release with the following corrected version due to multiple revisions.
The corrected release reads:
VTV THERAPEUTICS ANNOUNCES POSITIVE TOPLINE RESULTS FROM PHASE 2B STUDY OF GLUCOKINASE ACTIVATOR TTP399 IN TYPE 2 DIABETES
Novel glucokinase activator shows sustained meaningful reduction in HbA1c with well-tolerated treatment regimen
vTv Therapeutics Inc. (Nasdaq: VTVT), a clinical-stage biopharmaceutical company engaged in discovery and development of new orally administered treatments for Alzheimer’s disease and diabetes, today announced positive topline results from a placebo and active-comparator-controlled Phase 2b clinical study of TTP399, a liver-selective glucokinase activator under development for the treatment of Type 2 diabetes.
Topline results showed achievement of the primary endpoint of statistically significant change from baseline in HbA1c at 6 months of daily administration of 800 mg of TTP399. The reduction in HbA1c was dose-dependent and sustained throughout the duration of the study. TTP399 was also found to be well-tolerated. Further analysis of the data is ongoing.
“We are extremely pleased with these findings from our Phase 2b study of TTP399,” commented Steve Holcombe, President and CEO of vTv Therapeutics. “These results show that a glucokinase activator with hepatic selectivity may lead to a meaningful reduction in HbA1c on a sustained basis. We are enthusiastic about advancing TTP399 to the next stage of development.”
“We now have a glucokinase activator that appears to improve glucose control in a safe and sustained manner. I believe the Phase 2 results suggest that TTP399 may become a significant treatment option in diabetes care,” said Dr. John Buse, Director of the North Carolina Translational and Clinical Sciences Institute and of the Diabetes Center at the University of North Carolina School of Medicine and a member of the vTv Therapeutics Scientific Advisory Board.
The Phase 2b AGATA (Add Glucokinase Activator to Target A1c) is a six-month, double-blind, placebo- and active-controlled parallel group trial in 190 patients with Type 2 diabetes on a stable dose of metformin. The primary endpoint was change from baseline in HbA1c at six months.
A manuscript with more details is in preparation and will be submitted for publication to a major medical journal.
About Glucokinase and TTP399
Glucokinase (GK) is a key regulator of glucose homeostasis. GK is a genetically validated target. Loss of function mutations in the gene coding for GK can cause hyperglycemia and Type 2 diabetes.
Activation of GK, a mechanism of action that is distinct from existing Type 2 diabetes treatments, increases GK activity thereby improving glycemic control in Type 2 diabetes. Previous attempts to develop GK activators were unsuccessful due to lack of sustained clinical effect, and increased incidence of hypoglycemia and hyperlipidemia. TTP399 is an orally bioavailable small molecule GK activator. Unlike previous approaches, TTP399 targets GK activation only in the liver and does not appear to disrupt the interaction between GK and glucokinase regulatory protein (GKRP). TTP399 was discovered by vTv scientists using its proprietary translational technology platform.
About vTv Therapeutics
vTv Therapeutics Inc. is a clinical-stage biopharmaceutical company engaged in the discovery and development of orally administered small molecule drug candidates to fill significant unmet medical needs. vTv has a pipeline of clinical drug candidates led by programs for the treatment of Alzheimer’s disease and Type 2 diabetes as well as treatment of inflammatory disorders and the prevention of muscle weakness.
Forward-Looking Statements
This release contains forward-looking statements, which involve risks and uncertainties. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and, in each case, their negative or other various or comparable terminology. All statements other than statements of historical facts contained in this release, including statements regarding the timing of our clinical trials, our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause our results to vary from expectations include those described under the heading “Risk Factors” in our Annual Report on Form 10-K and our other filings with the SEC. These forward-looking statements reflect our views with respect to future events as of the date of this release and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements represent our estimates and assumptions only as of the date of this release and, except as required by law, we undertake no obligation to update or review publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this release. We anticipate that subsequent events and developments will cause our views to change. Our forward-looking statements do not reflect the potential impact of any future acquisitions, merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these cautionary statements.
Investors
The Trout Group
Michael Gibralter, 646-378-2938
mgibralter@troutgroup.com
or
Media
BMC Communications
Brad Miles, 646-513-3125
bmiles@bmccommunications.com
VANCOUVER, BC–(August 10, 2016) – Almaden Minerals Ltd. (“Almaden” or “the Company”) (TSX: AMM) (NYSE MKT: AAU) is pleased to announce assay results from Almaden’s ongoing exploration and development program at the Company’s Tuligtic project, Mexico. Drill hole TU-16-318A was drilled from the bottom of hole TU-13-318 which in 2013 stopped short of the vein zone reported today. By deepening this hole the Company was able to confirm a zone of veining intersected up-dip in hole TU-11-056, which in 2011 hit two high grade veins that returned 1.26 meters of 2.45 g/t gold and 854 g/t silver and 0.95 meters of 13.86 g/t gold and 2577 g/t silver respectively. Results have also been received from hole TU-16-462 drilled above TU-11-056. This hole also intersected the vein zone and hit two intervals, 0.74 meters of 1.26 g/t gold and 203 g/t silver and 0.52 meters of 0.28 g/t gold and 297 g/t silver respectively.
The mineralisation reported today confirms the presence of additional important zones of veining immediately adjacent to the Ixtaca Zone and points to the exploration potential of the project in general. The Ixtaca Zone was discovered in 2010 beneath a large area of largely barren clay alteration which has been confirmed subsequently to represent the upper portions of a gold and silver bearing epithermal vein system. Since the discovery Almaden has focussed its efforts on the development of the Ixtaca Zone, however today’s results clearly show the potential for additional mineralisation, not only proximal to the deposit, but more broadly project wide beneath the high level clay alteration.
Currently, geotechnical drilling relating to ongoing pre-feasibility work is nearing completion while exploration drilling is ongoing and further exploration results will be reported once received. Recently the Company released a positive Preliminary Economic Assessment (“PEA”) on the Ixtaca deposit (see news release dated December 9th, 2015). Approximately 97% of the mineral resources incorporated into the updated PEA mine plan were in the Measured and Indicated categories.
J.D. Poliquin, chairman of Almaden stated, “Today’s results once again show the presence of the high grade veins on the Tuligtic project. While we are now focussed on developing the Ixtaca deposit into a significant precious metals producer in Mexico, and are currently busy with engineering work and studies towards producing a PFS, we are also conducting exploration drilling to test for additional resource potential.”
About the Ixtaca Deposit PFS Program
Development related activities are currently underway, including advanced engineering and environmental baseline studies to meet the requirements of a PFS and the submittal of an environmental permit application and risk assessment to the Mexican regulatory agency responsible for mine permitting. To date Almaden has completed or initiated the following studies:
- Hydrologic studies including the drilling of water test wells and installation of hydrologic equipment for baseline monitoring of existing subsurface water flow and quality on the project site (installation complete, monitoring ongoing);
- Baseline surface water quality and flow measurements (monitoring ongoing);
- Geochemical characterization of rock materials (complete);
- Condemnation drilling of areas where mine infrastructure is planned (complete);
- Geotechnical drilling to confirm foundation, footing and subsurface material quality (final holes based on updated mine plan are under way);
- Geomechanical drilling to confirm rock strength, hardness and pit slope parameters (complete);
- PFS level metallurgical test work (ongoing);
- Flora and fauna studies (complete);
- Installation of a weather station (complete).
The Company has selected independent engineers Moose Mountain Technical Services and Knight Piesold Ltd. to prepare a PFS study. MMTS is an association of Geologists, Engineers and Technicians providing experienced knowledge in Geology, Mine Engineering, and Metallurgical Services and Support to the mining industry for over 15 years. Through their network of associates they provide an integrated team of experts and QP’s. Services range from early grassroots exploration and development, block model builds, resource and reserve estimates, advanced planning and studies for mine proposals (including operational support), process design and permitting process guidance and support. MMTS has experience working on coal, gold, silver, copper, molybdenum, and tungsten deposits throughout North and South America and around the world. A list of specific projects worked on by MMTS can be found at www.moosemmc.com.
KP is an international consulting firm and recognized leader in providing engineering and environmental services. KP’s expertise has been applied to hundreds of surface and underground mining projects in all stages of development and a broad range of environmental settings. KP provides industry leading services in water and waste management, tailings disposal, heap leach pads, rock mechanics and environmental services, and has been recognized for innovative services that meet high standards of reliability, security and cost effectiveness.
About the Ixtaca Drilling Program and the Ixtaca Zone
The Ixtaca Zone is a blind discovery made by the Company in 2010 on claims staked by the Company. The deposit is an epithermal gold-silver deposit, mostly hosted by veins in carbonate units and crosscutting dykes (“basement rocks”) with a minor component of disseminated mineralisation hosted in overlying volcanic rocks.
The Ixtaca deposit is located in a developed part of Mexico in Puebla State, the location of significant manufacturing investments including Volkswagen and Audi plants. The deposit is accessed by paved road and is roughly 20 kilometres from an industrial park with rail service where significant manufacturers such as Kimberly Clarke have facilities. Any potential mining operation at Ixtaca would be located in an area previously logged or cleared with negligible to no current land usage.
The Company has access to the entire project area and works closely with local officials and residents. The Company has employed roughly 70 people in its exploration program who live local to the Ixtaca deposit. For example, local employees have made up virtually all the drilling staff and have been trained on the job to operate the Company’s wholly owned drills. The Company has implemented a comprehensive science based and objective community relations and education program for employees and all local stakeholders to transparently explain the exploration and development program underway as well as the potential impacts and benefits of any possible future mining operation at Ixtaca. The Company regards the local inhabitants to be major stakeholders in the Ixtaca deposit’s future along with the Company’s shareholders. Every effort is being made to create an open and clear dialogue with our stakeholders to ensure that any possible development scenarios that could evolve from the anticipated PFS are properly understood and communicated throughout the course of the Company’s exploration and development program. To better explain the impacts of a mining operation at Ixtaca the Company has conducted numerous tours for local residents to third party operated mines in Mexico so that interested individuals can form their own opinions of mining based on first-hand experience. The Company invites all interested parties to visit www.almadenminerals.com to find out more about our community development, education and outreach programs.
Technical Details of the Ixtaca Drilling Program
The Main Ixtaca and Ixtaca North Zones of veining are interpreted to have a north-easterly trend. Holes to date suggest that the Main Ixtaca and Ixtaca North Zones are sub vertical with local variations. This interpretation suggests that true widths range from approximately 35% of intersected widths for a -70 degree hole to 94% of intersected widths for a -20 degree hole. The drilling completed to date has traced mineralisation over 1,000 meters along this northeast trend. The Chemalaco (Northeast Extension) Zone strikes roughly north-south (340 azimuth) and dips at 55 degrees to the west. This interpretation suggests that true widths range from approximately 82% of intersected widths for a -70 degree hole to 99% of intersected widths for a -40 degree hole. The orientation of the new vein zone intersected in the holes reported today is not well understood and true widths cannot be calculated at this time.
Mr. Norm Dircks, P.Geo., a qualified person (“QP”) under the meaning of NI 43-101, is the QP and project manager of Almaden’s Ixtaca program and reviewed the technical information in this news release. The analyses reported were carried out at ALS Chemex Laboratories of North Vancouver using industry standard analytical techniques. For gold, samples are first analysed by fire assay and atomic absorption spectroscopy (“AAS”). Samples that return values greater than 10 g/t gold using this technique are then re-analysed by fire assay but with a gravimetric finish. Silver is first analysed by Inductively Coupled Plasma – Atomic Emission Spectroscopy (“ICP-AES”). Samples that return values greater than 100 g/t silver by ICP-AES are then re analysed by HF-HNO3-HCLO4 digestion with HCL leach and ICP-AES finish. Of these samples those that return silver values greater than 1,500 g/t are further analysed by fire assay with a gravimetric finish. Intervals that returned assays below detection were assigned zero values.
Blanks, field duplicates and certified standards were inserted into the sample stream as part of Almaden’s quality assurance and control program which complies with National Instrument 43-101 requirements.
Cautionary Note concerning estimates of Measured, Indicated and Inferred Mineral Resources
This news release uses terms that comply with reporting standards in Canada and certain estimates are made in accordance with Canadian National Instrument 43-101 (“NI 43-101”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes Canadian standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. These standards differ significantly from the requirements of the U.S. Securities and Exchange Commission (“SEC”), and mineral resource information contained herein may not be comparable to similar information disclosed by United States companies.
This news release uses the terms “measured mineral resources”, “indicated mineral resources” and “inferred mineral resources” to comply with reporting standards in Canada. We advise United States investors that while such terms are recognized and required by Canadian regulations, the SEC does not recognize them. United States investors are cautioned not to assume that any part or all of the mineral deposits in such categories will ever be converted into mineral reserves under SEC definitions. These terms have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. Therefore, United States investors are also cautioned not to assume that all or any part of the “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” exist. In accordance with Canadian rules, estimates of “inferred mineral resources” cannot form the basis of pre-feasibility or other economic studies. It cannot be assumed that all or any part of the “measured mineral resources”, “indicated mineral resources” or “inferred mineral resources” will ever be upgraded to a higher category.
Further holes have been drilled on the aforementioned section and results are pending. The mineralisation intersected in all holes is limestone hosted and located outside of the 2016 Amended PEA pit. Highlights from holes TU-16-318A and TU-16-462 include the following intercepts:
|
|
|
|
|
|
|
|
|
|
|
| Hole ID |
|
From (m) |
|
To (m) |
|
Interval (m) |
|
Gold (g/t) |
|
Silver (g/t) |
| TU-16-318A |
|
204.72 |
|
275.15 |
|
70.43 |
|
0.44 |
|
53.5 |
|
including |
|
223.50 |
|
238.63 |
|
15.13 |
|
0.72 |
|
79.1 |
|
including |
|
223.50 |
|
227.80 |
|
4.30 |
|
1.32 |
|
145.5 |
|
including |
|
227.30 |
|
227.80 |
|
0.50 |
|
6.71 |
|
692.0 |
|
including |
|
238.13 |
|
238.63 |
|
0.50 |
|
6.36 |
|
685.0 |
|
including |
|
253.09 |
|
259.50 |
|
6.41 |
|
1.96 |
|
251.6 |
|
including |
|
253.09 |
|
253.59 |
|
0.50 |
|
11.25 |
|
619.0 |
|
including |
|
258.50 |
|
259.50 |
|
1.00 |
|
6.19 |
|
1250.0 |
| TU-16-462 |
|
52.00 |
|
65.00 |
|
13.00 |
|
0.75 |
|
68.1 |
|
including |
|
57.00 |
|
63.00 |
|
6.00 |
|
1.31 |
|
138.0 |
| TU-16-462 |
|
78.64 |
|
83.00 |
|
4.36 |
|
0.64 |
|
93.5 |
|
including |
|
78.64 |
|
80.00 |
|
1.36 |
|
1.73 |
|
291.7 |
| TU-16-462 |
|
100.78 |
|
108.00 |
|
7.22 |
|
0.20 |
|
51.1 |
| TU-16-462 |
|
227.49 |
|
227.99 |
|
0.50 |
|
0.18 |
|
195.0 |
| TU-16-462 |
|
234.64 |
|
235.38 |
|
0.74 |
|
1.26 |
|
203.0 |
| TU-16-462 |
|
249.33 |
|
255.50 |
|
6.17 |
|
0.07 |
|
34.7 |
|
including |
|
250.90 |
|
251.42 |
|
0.52 |
|
0.28 |
|
297.0 |
About Almaden
Almaden Minerals Ltd. is a well-financed company which owns 100% of the Tuligtic project in Puebla State, Mexico, subject to a 2.0% NSR royalty held by Almadex Minerals Limited. Tuligtic covers the Ixtaca Gold-Silver Deposit, which was discovered by Almaden in 2010.
On Behalf of the Board of Directors
“Morgan Poliquin”
Morgan J. Poliquin, Ph.D., P.Eng.
President, CEO and Director
Almaden Minerals Ltd.
Neither the Toronto Stock Exchange (TSX) nor the NYSE MKT have reviewed or accepted responsibility for the adequacy or accuracy of the contents of this news release which has been prepared by management. Except for the statements of historical fact contained herein, certain information presented constitutes “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995 and Canadian securities laws. Such forward-looking statements, including but not limited to, those with respect to potential expansion of mineralization, potential size of mineralized zone, and size and timing of exploration and development programs, estimated project capital and other project costs and the timing of submission and receipt and availability of regulatory approvals involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of Almaden to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks related to international operations and joint ventures, the actual results of current exploration activities, conclusions of economic evaluations, uncertainty in the estimation of mineral resources, changes in project parameters as plans continue to be refined, environmental risks and hazards, increased infrastructure and/or operating costs, labour and employment matters, and government regulation and permitting requirements as well as those factors discussed in the section entitled “Risk Factors” in Almaden’s Annual Information form and Almaden’s latest Form 20-F on file with the United States Securities and Exchange Commission in Washington, D.C. Although Almaden has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Almaden disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required pursuant to applicable securities laws. Accordingly, readers should not place undue reliance on forward-looking statements.
NASHVILLE, Tenn., Aug. 10, 2016 — Healthways, Inc. (NASDAQ:HWAY) announced today that Robert E. Dries has been named executive vice president and chief financial officer, effective August 22, 2016. Dries will succeed Alfred Lumsdaine, who is expected to join Sharecare, Inc. in October 2016 in connection with the previously announced sale of Healthways’ total population health services business to Sharecare.
Dries joins Healthways after serving in a variety of executive financial roles throughout his 27-year career. Most recently, he served as senior vice president, financial operations of Omnicare, Inc., a leading provider of pharmaceutical care for senior populations and a subsidiary of CVS Health Corporation. During his 20-year tenure at Omnicare, Dries held a variety of financial leadership roles. His responsibilities included corporate financial planning and analysis, forecasting and budgeting, as well as cross-functional oversight and support for sales, account management, purchasing, trade relations, and government affairs.
“As we recently announced, our strategic plan to drive growth and strong financial performance will center on our Network Solutions business – a leading provider of network development and management solutions in healthcare. Moving forward, we will focus on our existing three networks, SilverSneakers, Prime Fitness and Physical Medicine, with a heightened emphasis on targeted population health for the 50+ population,” said Donato Tramuto, chief executive officer of Healthways.
“After a thoughtful executive search process, we are excited to welcome Bob to our leadership team. His meaningful financial leadership experience in a public company, strong analytical, business and strategic mindset and deep understanding of our target consumer audience will be vital as we implement our strategy. In addition, we wish Alfred all the best in his transition to Sharecare. We thank him for his years of service to Healthways, for serving as our interim CEO last year, and for his indispensable leadership in the recent sale of our total population health services business to Sharecare. Alfred will stay with us to the end of September in an executive consulting capacity to assist Bob as he transitions into the CFO role,” Tramuto continued.
“It is an unprecedented time in healthcare, and Healthways is at the forefront of innovating targeted population health. This is also a historic moment in the company’s 30-year history, and I look forward to contributing to Healthways’ success in the future,” said Dries.
Dries, a graduate of the University of Kentucky and a certified public accountant, will be based in Franklin, Tennessee.

Media Contact:
Cindy Wakefield
(615) 614-4862
Cindy.Wakefield@healthways.com
Investor Relations Contact:
Chip Wochomurka
(615) 614-4493
chip.wochomurka@healthways.com
Published study in mice points to the potential of a form of vitamin B3 referred to as NR to trigger this regenerative process
IRVINE, Calif., Aug. 10, 2016 — ChromaDex Corp. (NASDAQ:CDXC), an innovator of proprietary health, wellness and nutritional ingredients that creates science-based solutions to dietary supplement, food and beverage, skin care, sports nutrition, and pharmaceutical products, announced today that University of Pennsylvania researchers have uncovered an important clue as to why our muscles weaken as we age, and how NR (nicotinamide riboside)– when combined with exercise and a healthy diet – might help us to maintain or even regain some of that muscle strength. The work was led by the group of Dr. Joseph Baur of the Penn’s Perelman School of Medicine, together with collaborators at Princeton University and Queens University, Belfast. In results of a recent mouse study published as the cover story of volume 24, issue 2 of Cell Metabolism, the researchers describe how NR helps to reactivate a protective metabolic process in muscle that tends to be lost as aging occurs.
Lead author David W. Frederick from the Perelman School of Medicine explains that the research team was interested in a molecule found naturally in the body called NAD+, which is responsible for unlocking the body’s ability to produce the energy necessary to fuel all its essential functions and processes such as metabolism and DNA repair. “We know that the amount of NAD+ in muscles declines as we age. But what was completely unknown before this study was whether that decline had any functional consequences.” The researchers concluded that the level of NAD+ in muscle cells is important to muscle function, and that it may be possible to restore muscle function lost due to aging by replenishing NAD+ levels.
To gain answers to their questions, the researchers used two groups of young, healthy mice in this study. In one group of mice – called the knockout mice – researchers reduced NAD+ levels in their muscles by knocking out a critical enzyme needed in the NAD+ production process, then measured their muscle strength and endurance on a treadmill. “The data showed that we can shrink NAD+ levels in the muscles down to about 15 percent of their normal range, and the muscles were still functional. But over time, that NAD+ loss led to progressive muscle weakness and lack of endurance on the treadmill test,” said Frederick.
Once loss of lean mass and endurance was apparent in the knockout mice, the NAD+ levels were then replenished by feeding water enriched with NR, an NAD+ precursor (or booster). After just one week, the knockout mice experienced a complete restoration of exercise capacity.
“What was surprising was that we didn’t need to replenish those NAD+ levels completely to see the muscle function begin to improve again. Just a small amount went a very long way toward restoring metabolic function. This study helped to identify the lower threshold of NAD+ tolerability, below which muscle function is lost.”
When commenting on some of the other surprising findings in the study, Ryan Dellinger, PhD, Director of Scientific Affairs at ChromaDex and one of the co-authors of the study shared that, “Importantly, in a head-to-head study, NR showed that it was more effective in restoring muscle function in this study than a more common form of vitamin B3, nicotinamide. More results confirming this fact should be publishing soon.”
What these results could mean for the future
Frederick cautions that NR should not be construed as a performance enhancer as a result of these study findings. “Rather, we’re optimistic that future studies may show that supplementing with NR may help us to retain our muscle mass as we age. While this mouse study provides proof of the principle that NR can affect the NAD+ pool in muscles and that NAD+ can affect the consequences of aging, it is too early to know if this same biology will translate to humans.” Frederick adds that there are many human muscle wasting diseases, such as Muscular Dystrophy, in which the NAD+ pool might be compromised. “Loss of NAD+ might be a feature that has previously been underappreciated in these diseases.”
ChromaDex CEO and co-founder, Frank Jaksch, Jr. agreed, “This research demonstrates the effectiveness of NR as an NAD+ precursor and the pivotal role it can play in muscle health and aging. One of the things that motivates us most at ChromaDex is the hope that the work that we and all our partners are doing will help people live healthier throughout their lives. We are excited to see the next wave of research results from the active human clinical trials underway with additional collaborative partners which were announced last month.”
NIAGEN® brand NR is an ingredient in a number of vitamin supplements available today.
About NAD+:
NAD+ is a metabolite that is essential for cellular metabolism and cellular energy production within the “powerhouses of the cell” – the mitochondria. The mitochondria’s key role within the cell is to convert nutrients such as fats, proteins and carbohydrates into energy which is necessary to power all bodily systems and functions. Decreased efficiency in the mitochondria is linked to of adverse health conditions such as metabolic syndrome.
About the NAD+ precursor (or booster), Nicotinamide Riboside (NR):
Sometimes referred to as “The forgotten B3,” the benefits of NR remained unknown for years after its initial discovery and classification as a vitamin B3, due to the lack of advanced understanding of nucleotide science. It was not until 2004 that this hidden gem resurfaced after Dr. Charles Brenner, then professor at Dartmouth, identified the missing link as to how NR becomes NAD+. This discovery also suggested that NR also had the ability to boost NAD+ in a more energy efficient way than could be achieved with its B3 cousins, niacin or nicotinamide, leaving the body extra energy to focus on its critical needs and processes. NR’s unique energy sparing ability to produce NAD+ has excited the scientific community around the world. This excitement has led to 70 material transfer agreements to top research institutions all studying the effects of NR in separate therapeutic endpoints. The body of evidence continues to build as researchers make seminal discoveries characterizing the unique properties of NR in a wide range of health benefits, including increased mitochondrial health resulting in improved cellular energy production, increased muscle endurance, neuroprotection, improvements in longevity, protection against weight gain when consuming a high fat diet, protection against oxidative stress and improvement of blood glucose and insulin sensitivity. For additional information about NR and studies using NIAGEN®, visit www.ChromaDex.com.
About ChromaDex:
ChromaDex leverages its complementary business units to discover, acquire, develop and commercialize patented and proprietary ingredient technologies that address the dietary supplement, food, beverage, skin care and pharmaceutical markets. In addition to our ingredient technologies unit, we also have business units focused on natural product fine chemicals (known as “phytochemicals”), chemistry and analytical testing services, and product regulatory and safety consulting (known as Spherix Consulting). As a result of our relationships with leading universities and research institutions, we are able to discover and license early stage, IP-backed ingredient technologies. We then utilize our in-house chemistry, regulatory and safety consulting business units to develop commercially viable ingredients. Our ingredient portfolio is backed with clinical and scientific research, as well as extensive IP protection. Our portfolio of patented ingredient technologies includes NIAGEN® nicotinamide riboside; pTeroPure® pterostilbene; PURENERGY®, a caffeine-pTeroPure® co-crystal; IMMULINA™, a spirulina extract; and AnthOrigin™, anthocyanins derived from a domestically-produced, water-extracted purple corn. To learn more about ChromaDex, please visit www.ChromaDex.com.
Forward-Looking Statements:
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, including statements related to the role of NR in maintaining or regaining muscle strength. Statements that are not a description of historical facts constitute forward-looking statements and may often, but not always, be identified by the use of such words as “expects”, “anticipates”, “intends”, “estimates”, “plans”, “potential”, “possible”, “probable”, “believes”, “seeks”, “may”, “will”, “should”, “could” or the negative of such terms or other similar expressions. More detailed information about ChromaDex and the risk factors that may affect the realization of forward-looking statements is set forth in ChromaDex’s Annual Report on Form 10-K for the fiscal year ended January 2, 2016, ChromaDex’s Quarterly Reports on Form 10-Q and other filings submitted by ChromaDex to the SEC, copies of which may be obtained from the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and actual results may differ materially from those suggested by these forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement and ChromaDex undertakes no obligation to revise or update this release to reflect events or circumstances after the date hereof. ChromaDex provided research materials as a collaborator for the study. ChromaDex’s Director Scientific Affairs, Ryan Dellinger, PhD, are named authors on the study.

ChromaDex Public Relations Contact:
Breah Ostendorf, Director of Marketing
949-537-4103
breaho@chromadex.com
ChromaDex Investor Relations Contact:
Andrew Johnson, Director of Investor Relations
949-419-0288
andrewj@chromadex.com
ANCOUVER, BRITISH COLUMBIA–(Aug. 10, 2016) – Gold Standard Ventures Corp. (TSX VENTURE:GSV) (NYSE MKT:GSV) (“Gold Standard” or the “Company”) announces that Gold Standard’s President and CEO, Jonathan Awde, and vice-president of exploration, Mac Jackson, will host a conference call and webcast with analysts and investors to review yesterday’s announced drill results, today at 11:00 AM Pacific time.
A live slide presentation will be available for viewing during the call from the link provided below.
Conference call
To participate in this conference call, please dial the following number approximately 10 minutes prior to the starting time:
Local / International: 416-640-5946
North American Toll- Free: 1-866-233-4585
Webcast
A webcast presentation will also be available for viewing in conjunction with the conference call. To access the webcast, please visit: http://momentumstreaming.com/index.php?id=120769
Callers can alternatively refer to the newly posted slides on Gold Standard’s website that will be referenced during the meeting.
For those unable to listen live, the webcast will remain available at the above link for one year following the call.
ABOUT GOLD STANDARD VENTURES – Gold Standard is an advanced stage gold exploration company focused on district scale discoveries on its Railroad-Pinion Gold Project, located within the prolific Carlin Trend. The 2014 Pinion and Dark Star gold deposit acquisitions offer Gold Standard a potential near-term development option and further consolidates the Company’s premier land package on the Carlin Trend. The Pinion deposit now has an NI43-101 resource estimate consisting of an Indicated Mineral Resource of 31.61 million tonnes grading 0.62 grams per tonne (g/t) gold (Au), totaling 630,300 ounces of gold and an Inferred Resource of 61.08 million tonnes grading 0.55 g/t Au, totaling 1,081,300 ounces of gold, using a cut-off grade of 0.14 g/t Au. The Dark Star deposit, 2.1 km to the east of Pinion, has a NI43-101 resource estimate consisting of an Inferred Resource of 23.11 million tonnes grading 0.51 g/t Au, totaling 375,000 ounces of gold, using a cut-off grade of 0.14 g/t Au (announced March 3, 2015). The 2014 and 2015 definition and expansion of these two shallow, oxide deposits demonstrates their growth potential.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) nor the NYSE MKT accepts responsibility for the adequacy or accuracy of this news release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements, which relate to future events or future performance and reflect management’s current expectations and assumptions. Such forward-looking statements reflect management’s current beliefs and are based on assumptions made by and information currently available to the Company. All statements, other than statements of historical fact, included herein including, without limitation, statements about our proposed exploration programs and future potential results are forward looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Risk factors affecting the Company include, among others: the results from our exploration programs, global financial conditions and volatility of capital markets, uncertainty regarding the availability of additional capital, fluctuations in commodity prices; title matters; and the additional risks identified in our filings with Canadian securities regulators on SEDAR in Canada (available at www.sedar.com) and with the SEC on EDGAR (available at www.sec.gov/edgar.shtml). These forward-looking statements are made as of the date hereof and, except as required under applicable securities legislation, the Company does not assume any obligation to update or revise them to reflect new events or circumstances.
CAUTIONARY NOTE FOR U.S. INVESTORS REGARDING RESERVE AND RESOURCE ESTIMATES
All resource estimates reported by the Company were calculated in accordance with the Canadian National Instrument 43-101 and the Canadian Institute of Mining and Metallurgy Classification system. These standards differ significantly from the requirements of the U.S. Securities and Exchange Commission for descriptions of mineral properties in SEC Industry Guide 7 under Regulation S-K of the U. S. Securities Act of 1933. In particular, under U. S. standards, mineral resources may not be classified as a “reserve” unless the determination has been made that mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Accordingly, information in this press release containing descriptions of the Company’s mineral properties may not be comparable to similar information made public by US public reporting companies.
On behalf of the Board of Directors of Gold Standard,
Jonathan Awde, President and Director
Gold Standard Ventures Corp.
Jonathan Awde
President
604-669-5702
info@goldstandardv.com
www.goldstandardv.com
Announces Services Agreement with Vesta
SANTA BARBARA, Calif., Aug. 09, 2016 — Sientra, Inc. (NASDAQ:SIEN) (“Sientra” or the “Company”), a medical aesthetics company, today provided an update on its progress towards establishing a long-term manufacturing solution for its breast implant products. Sientra has entered into a services agreement with Vesta, a Lubrizol LifeSciences company and a leading medical device contract manufacturer of silicone products and other medical devices.
Under terms of the agreement, Vesta is establishing manufacturing capacity for Sientra and is working with the Company to finalize a long-term supply arrangement for its PMA-approved breast implants. Sientra anticipates that all project milestones will be achieved for the Company to submit a PMA Supplement to the FDA during the first quarter of 2017.
Jeffrey M. Nugent, Chairman and Chief Executive Officer of Sientra, said, “Our relationship with Vesta is an important component of our comprehensive manufacturing plan. Vesta is an established manufacturer with proven capabilities in producing implantable silicone medical devices and components with a strong reputation for quality and safety. We have already made significant progress with Vesta and we are confident that this ongoing relationship will enable us to uphold our promise to board-certified plastic surgeons to maintain an uninterrupted supply of our breast implant products. We believe our arrangement with Vesta will provide us a best-in-class supply chain that we can scale moving forward to support our long-term growth objectives.”
Mr. Nugent continued, “We are also looking forward to the prospects of working with Lubrizol LifeSciences and Vesta in the future on additional aesthetics technologies and innovations that can help meet unmet needs for our surgeons and their patients.”
“Lubrizol LifeSciences/Vesta is excited about furthering its commitment to deliver the highest quality medical components and products with an innovative strategic partner like Sientra,” said Deb Langer, Vice President and General Manager Lubrizol LifeSciences. “Our experience in the implantable cosmetic market and our know-how of silicone component manufacturing positions us well to best support Sientra’s continued success.”
About Sientra
Headquartered in Santa Barbara, California, Sientra is a medical aesthetics company committed to making a difference in patients’ lives by enhancing their body image, growing their self-esteem and restoring their confidence. The Company was founded to provide greater choice to board-certified plastic surgeons and patients in need of medical aesthetics products. The Company has developed a broad portfolio of products with technologically differentiated characteristics, supported by independent laboratory testing and strong clinical trial outcomes. The Company sells its breast implants and breast tissue expanders exclusively to board-certified and board-admissible plastic surgeons and tailors its customer service offerings to their specific needs. The Company also offers a range of other aesthetic and specialty products including bioCorneum®, the professional choice in scar management.
About Vesta
Headquartered in Franklin, Wisconsin, Vesta Intermediate Funding, Inc. (“Vesta”) is a Lubrizol LifeSciences company. Vesta has more than 40 years of experience serving the medical device industry, exclusively specializing in precision thermoplastic extrusion and comprehensive silicone fabrication. Vesta’s quality, competency and reliability have earned the company business relationships with hundreds of OEMs worldwide. For more information, please visit the company’s website at www.vestainc.com or contact Vesta at info@vestainc.com.
Forward- looking statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, based on management’s current assumptions and expectations of future events and trends, which affect or may affect the Company’s business, strategy, operations or financial performance, and actual results may differ materially from those expressed or implied in such statements due to numerous risks and uncertainties. Forward-looking statements include, but are not limited to, statements regarding the Company’s development of and progress towards a long-term manufacturing solution, the ability and timing of Vesta and the Company to complete the development and validation of a manufacturing facility in order for the Company to obtain FDA approval of its PMA Supplement, the Company’s plan to provide an uninterrupted supply of its Breast Products, and the prospects of any future collaboration with Vesta or Lubrizol regarding additional aesthetic technologies. Such statements are subject to risks and uncertainties, including the risks associated with contracting with any third-party manufacturer and supplier, as well as uncertainties that the development and validation of Vesta’s manufacturing facility will be timely completed, that a PMA Supplement or other regulatory requirements will be timely approved by the FDA or other applicable regulatory authorities, and that the Company and Vesta will successfully negotiate and enter into a definitive long-term supply arrangement. Additional factors that could cause actual results to differ materially from those contemplated in this press release can be found in the Risk Factors section of Sientra’s most recently filed Quarterly Report on Form 10-Q and and its Annual Report on Form 10-K for the year ended December 31, 2015 which Sientra filed with the Securities and Exchange Commission on March 10, 2016. All statements other than statements of historical fact are forward-looking statements. The words ‘‘believe,’’ ‘‘may,’’ ‘‘might,’’ ‘‘could,’’ ‘‘will,’’ ‘‘aim,’’ ‘‘estimate,’’ ‘‘continue,’’ ‘‘anticipate,’’ ‘‘intend,’’ ‘‘expect,’’ ‘‘plan,’’ or the negative of those terms, and similar expressions that convey uncertainty of future events or outcomes are intended to identify beliefs, estimates, projections and other forward-looking statements. Forward-looking statements speak only as of the date they were made, and, except to the extent required by law, the Company undertakes no obligation to update or review any forward-looking statement.

Investor Contacts:
The Ruth Group
Nick Laudico / Zack Kubow
(646) 536-7030 / (646) 536-7020
IR@Sientra.com
Viveve System — Painless Out-Patient Procedure to Treat Vaginal Laxity — Now Approved for Marketing in 27 Countries Around the World
SUNNYVALE, CA–(August 09, 2016) – Viveve Medical, Inc. (“Viveve”) (NASDAQ: VIVE), a medical technology company focused on women’s health, today announced that the company has received regulatory approval for marketing the Viveve System from the Health Science Authority in Singapore. In 2015, Viveve announced that it entered into an exclusive distribution partnership for the Viveve System with NeoAsia PTE, Ltd. (“NeoAsia”), a distributor of medical devices based in Singapore. The announcement of market approval in Singapore follows the recent announcement of regulatory approval of the Viveve System in South Korea.
“Asia represents a very important market and, we believe, a major commercial opportunity for Viveve. We have taken many steps to support rapid commercialization of the Viveve System in Asia, including establishing a relationship with our distribution partner, NeoAsia, in Singapore. The regulatory approvals for the Viveve System in Singapore and in South Korea are significant milestones in our efforts to make this clinically-proven treatment available to the millions of women throughout Asia and around the world who are living with vaginal laxity,” said Patricia Scheller, chief executive officer of Viveve.
About Viveve
Viveve Medical, Inc. is a women’s health company passionately committed to advancing new solutions to improve women’s overall well-being and quality of life. The company’s lead product, the internationally patented Viveve System, is a non-surgical, non-ablative medical device that remodels collagen and restores tissue with only one treatment session. The Viveve System treats the condition of vaginal laxity that can result in decreased physical sensation and sexual satisfaction. Physician surveys indicate that vaginal laxity is the number one post-delivery physical change for women, being more prevalent than weight gain, urinary incontinence or stretch marks. The Viveve Treatment uses patented, reverse-thermal gradient radiofrequency technology to restore vaginal tissue in one 30-minute out-patient treatment in a physician’s office. The Viveve System has received regulatory approval in many countries throughout the world and is available through physician import license in Japan. It is currently not available for sale in the U.S. For more information, please visit Viveve’s website at www.viveve.com.
Safe Harbor Statement
All statements in this press release that are not based on historical fact are “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. While management has based any forward-looking statements included in this press release on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties and other factors, many of which are outside of our control, which could cause actual results to materially differ from such statements. Such risks, uncertainties and other factors include, but are not limited to, the fluctuation of global economic conditions, the performance of management and our employees, our ability to obtain financing, competition, general economic conditions and other factors that are detailed in our periodic and current reports available for review at www.sec.gov. Furthermore, we operate in a highly competitive and rapidly changing environment where new and unanticipated risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. We disclaim any intention to, and undertake no obligation to, update or revise forward-looking statements to reflect events or circumstances that subsequently occur or of which we hereafter become aware.
Viveve is a registered trademark of Viveve, Inc.
Investor relations contact:
Amato and Partners, LLC
90 Park Avenue, 17th Floor
New York, NY 10016
admin@amatoandpartners.com
Media contact:
Jessica Burns
Berry & Company Public Relations
(212) 253-8881
jburns@berrypr.com
— Hajj Study Results Sufficient for Human Data in Filing —
— Hybrid Rule (Human and Animal Data) Reaffirmed —
— Only Completion of Ongoing Animal Studies Required for Submission–
— Eagle Purchases Royalty Rights to Ryanodex Portfolio —
Eagle Pharmaceuticals (“Eagle” or the “Company”) (NASDAQ:EGRX) today announced that the U.S. Food and Drug Administration (“FDA”) has determined that no additional human safety and efficacy data is required for the submission of Eagle’s New Drug Application (“NDA”) for Ryanodex® for the treatment of exertional heat stroke (“EHS”), an investigational new indication for the product, further confirming that a hybrid development program comprised of clinical data from EHS patients and preclinical data from animal studies constitutes an adequate regulatory pathway for the NDA submission.
Eagle has also reduced its future Ryanodex royalty obligations to its licensing partner from 15% to 3% of net sales in exchange for $15 million in cash.
“We believe there is significant long-term value in our Ryanodex portfolio. Following our positive meeting with the FDA, we have an agreement for an NDA submission for EHS. We anticipate requesting priority review of the application and, if granted by the FDA, being the first to market with a potentially life-saving treatment for EHS as early as next year,” said Scott Tarriff, President and Chief Executive Officer of Eagle Pharmaceuticals. “Furthermore, we believe the continued growth of the currently approved Malignant Hyperthermia indication and our plans to expand the Ryanodex label to include the potential treatment of Ecstasy and Methamphetamine intoxication will allow us to maximize the value of this product. Therefore, we increased our commitment to the portfolio by investing a portion of our cash to purchase substantially all of the royalty obligation owed on Ryanodex. This will allow us to increase the earnings potential of Ryanodex, benefitting shareholders for many years to come,” he added.
“We are pleased that the FDA recognized that our study during the Hajj last September, in combination with results from our ongoing animal studies, will provide adequate safety and efficacy data to complete our NDA submission. And, we are very grateful to the authorities of Saudi Arabia for their assistance in supporting the human study. We expect to complete our NDA filing upon successful conclusion of our animal work,” added Adrian Hepner, Executive Vice President and Chief Medical Officer.
The animal studies to support the NDA are currently underway. Upon successful completion of the animal studies, Eagle anticipates requesting priority review for its NDA submission. If approved, EHS would be the second indication for Ryanodex which is currently approved for the treatment of malignant hyperthermia (“MH”) and for the prevention of MH in patients at high risk.
Eagle’s Ryanodex for the treatment of EHS has previously been granted fast track designation and orphan drug designation by the FDA. Eagle is evaluating its option to submit a rolling NDA, as allowed by the fast track designation, which permits completed sections of an NDA to be submitted on an ongoing basis. Ryanodex is protected by two filed and five issued patents.
EHS is the most severe form of heat-related illness, characterized by core body temperature of 104° F (40° C) or greater and significant neurological dysfunction. It carries high rates of morbidity and mortality. The central nervous system is very sensitive to hyperthermia, which may lead to severe neurologic complications and permanent brain damage. EHS is a leading cause of death in young athletes and non-combat related fatalities in the military.
In September 2015, Eagle completed its clinical study in EHS patients during the Hajj pilgrimage in Saudi Arabia. The study was conducted at the Emergency Departments of four hospitals in the Makkah region of Saudi Arabia. Due to the life-threatening, unpredictable and sudden nature of EHS, it was necessary to conduct the study in a ‘real world’ emergency and acute-care medical setting.
Study results demonstrated that the use of Ryanodex with the current standard of care (“SOC”) showed substantial evidence of increased effectiveness in treating EHS than SOC alone, and that the safety profile of Ryanodex in EHS patients was consistent with the known and well characterized safety profile of Ryanodex for the currently approved indications. The current SOC for the treatment of EHS is limited to body cooling by physical methods (e.g., water immersion, evaporative cooling).
Additional information regarding the human clinical study and its outcomes can be found in Eagle’s press release dated December 17, 2015.
About Exertional Heat Stroke
EHS is a rare, sudden and unpredictable disorder that constitutes a medical emergency which may result in severe multi-organ dysfunction and death. EHS is more commonly seen in young people undergoing exertional physical activity in a hot weather environment, and is one of the leading causes of death in young athletes. EHS cases are also observed in construction workers, firefighters, military personnel, and farmers. There is no currently approved drug product for the treatment of EHS.
About Ryanodex
Ryanodex (dantrolene sodium) for injectable suspension is indicated for the treatment of malignant hyperthermia (“MH”) in conjunction with appropriate supportive measures, and for the prevention of malignant hyperthermia in patients at high risk.
In February 2015, Ryanodex was granted seven years of U.S. market exclusivity for the treatment of MH by the U.S. Food and Drug Administration (“FDA”).
Important Safety Information
Ryanodex is not a substitute for appropriate supportive measures in the treatment of malignant hyperthermia, including:
Discontinuing triggering anesthetic agents
Increasing oxygen
Managing the metabolic acidosis
Instituting cooling when necessary
Administering diuretics to prevent late kidney injury due to myoglobinuria (the amount of mannitol in Ryanodex is insufficient to maintain diuresis).
Precautions should be taken when administering Ryanodex preoperatively for the prevention of malignant hyperthermia, including monitoring vital signs, avoiding known triggering agents, and monitoring for early clinical and metabolic signs of malignant hyperthermia that may indicate additional treatment is needed.
The administration of dantrolene sodium is associated with loss of grip strength and weakness in the legs, as well as drowsiness, dizziness, dysphagia, dyspnea, and decreased inspiratory capacity. Patients should not be permitted to ambulate without assistance until they have normal strength and balance. Care must be taken to prevent extravasation of Ryanodex into the surrounding tissue due to the high pH of the reconstituted Ryanodex suspension and potential for tissue necrosis.
Ryanodex full Prescribing Information can be found at www.RYANODEX.com.
About Eagle Pharmaceuticals, Inc.
Eagle is a specialty pharmaceutical company focused on developing and commercializing injectable products that address the shortcomings, as identified by physicians, pharmacists and other stakeholders, of existing commercially successful injectable products. Eagle’s strategy is to utilize the FDA’s 505(b)(2) regulatory pathway. Additional information is available on the company’s website at www.eagleus.com.
Forward-Looking Statements
This press release contains forward-looking information within the meaning of the Private Securities Litigation Reform Act of 1995, as amended and other securities laws. Forward-looking statements are statements that are not historical facts. Words and phrases such as “will,” “may,” “intends,” “anticipate(s),” “plan,” “enables,” “potential,” “entitles,” “optimistic” “could” “look forward” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding future events, including: the earnings potential and long-term value of Ryanodex; the safety and efficacy of Ryanodex for the treatment of EHS; the satisfactory completion of studies to support the indication of Ryanodex for treatment of EHS; FDA approval of the use of Ryanodex for the treatment of EHS; difficulties or delays in manufacturing; the availability and pricing of third party sourced products and materials; successful compliance with FDA and other governmental regulations applicable to manufacturing facilities, products and/or businesses; and other factors that are discussed in Eagle’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and its other filings with the U.S. Securities and Exchange Commission. All of such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond Eagle’s control, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Such risks include, but are not limited to: whether Eagle will generate earnings and realize long-term value from Ryanodex; whether the FDA will ultimately approve Ryanodex for the treatment of EHS; whether our studies will support the safety and efficacy of Ryanodex for the treatment of EHS; and other risks described in Eagle’s filings with the U.S. Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof, and we do not undertake any obligation to revise and disseminate forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of or non-occurrence of any events.
Investor Relations for Eagle Pharmaceuticals, Inc.
In-Site Communications
Lisa M. Wilson, 212-452-2793
President
SAN JOSE, Calif., Aug. 9, 2016 — Intermolecular, Inc. (NASDAQ: IMI), the trusted partner in materials innovation, today announced it will present at the Flash Memory Summit on Thursday, August 11, 2016, at 8.30 am during the session 301-C: Intel-Micron 3D XpointTM: The Next Generation Non-Volatile Memory (New Technologies Track).
Milind Weiling, Vice President for Electronic Applications at Intermolecular, will cover the challenges in vertically stackable selectors for 3D Cross-Point Non Volatile Memories and propose a development methodology using high-throughput physical vapor deposition (PVD) and test-based experimentation to identify the most promising selector characteristics and potential material systems.
In addition, Intermolecular will chair an open roundtable session where participants can discuss developments in RRAM during the Expert at the Table Session on Tuesday, August 9, from 7:00 p.m. to 8:30 p.m. PDT.
About Intermolecular, Inc.
Intermolecular® is the trusted partner for advanced materials innovation. Advanced materials are at the core of innovation in the 21st century for a wide range of industries including semiconductors, consumer electronics, automotive and aerospace. With its substantial materials expertise; accelerated learning and experimentation platform; and information and analytics infrastructure, Intermolecular has a ten-year track record helping leading companies accelerate and de-risk materials innovation.
“Intermolecular” and the Intermolecular logo are registered trademarks; all rights reserved. Learn more at www.intermolecular.com or follow on Twitter at @IMIMaterials.
Clean Energy Fuels Corp. (NASDAQ: CLNE) (“Clean Energy” or the “Company”) today announced operating results for the second quarter ended June 30, 2016.
The Company delivered 82.9 million gallons in the second quarter of 2016, an 11% increase from 74.4 million gallons delivered in the second quarter of 2015.
Revenue for the second quarter of 2016 was $108.0 million, a 24% increase from $86.9 million for the second quarter of 2015. Revenue for the second quarter of 2016 included $6.5 million of excise tax credits for alternative fuels (“VETC”) whereas the second quarter of 2015 did not include any VETC revenue. Additionally, the Company’s deliveries of vehicle fuel renewable natural gas and customer station construction activity favorably impacted revenue in the second quarter of 2016.
Andrew J. Littlefair, Clean Energy’s President and Chief Executive Officer, stated, “We had another strong quarter with positive Adjusted EBITDA and continued improvements to our capitalization. We believe the increasing attention to the immediate favorable environmental impacts of natural gas and particularly our Redeem renewable natural gas, coupled with growing volumes through customer fleet expansions and increased market penetration, are coming through in our operating results.”
Adjusted EBITDA for the second quarter of 2016 was $26.7 million compared with Adjusted EBITDA of $(2.6) million in the second quarter of 2015. Adjusted EBITDA for the second quarter of 2016 included the VETC revenue and a gain of $10.1 million from the repayment or repurchase of a portion of the Company’s convertible debt (the “debt repurchase”). For the six months ended June 30, 2016, Adjusted EBITDA was $56.5 million compared with Adjusted EBITDA of $(8.2) million for the same period in 2015. Adjusted EBITDA for the six months ended June 30, 2016 included VETC revenue and a gain of $26.0 million from the debt repurchase. Adjusted EBITDA is described below and reconciled to GAAP net income (loss) attributable to Clean Energy Fuels Corp.
On a GAAP basis, net income for the second quarter of 2016 was $1.5 million, or $0.01 per share, compared to a net loss of $(30.0) million, or $(0.33) per share, for the second quarter of 2015. Net income on a GAAP basis for the second quarter of 2016 included the VETC revenue and the gain from the debt repurchase. For the six months ended June 30, 2016, net income was $4.4 million, or $0.04 per share, compared to a net loss of $(61.1) million, or $(0.67) per share, for the same period in 2015. Net income on a GAAP basis for the six months ended June 30, 2016 included the VETC revenue and the gain from the debt repurchase.
Non-GAAP income per share for the second quarter of 2016 was $0.03, compared with a non-GAAP loss per share for the second quarter of 2015 of $(0.29). Non-GAAP income per share for the second quarter of 2016 included the VETC revenue and the gain from the debt repurchase. For the six months ended June 30, 2016, Non-GAAP income per share was $0.08, compared with a Non-GAAP loss per share for the same period in 2015 of $(0.61). Non-GAAP income per share for the six months ended June 30, 2016 included the VETC revenue and the gain from the debt repurchase. Non-GAAP income (loss) per share is described below and reconciled to GAAP net income (loss) attributable to Clean Energy Fuels Corp.
Subsequent to June 30, 2016, the Company entered into privately negotiated exchange agreements with the holders of its convertible notes due in August 2016 (“SLG Notes”). Under the exchange agreements, the holders of the SLG Notes agreed to exchange all outstanding principal and interest owed under the SLG Notes, totaling $85.0 million in principal plus $0.2 million in interest, for an aggregate of 14.0 million shares of the Company’s common stock plus $38.2 million in cash. Following the exchange, the Company has no further obligations related to the SLG Notes.
Non-GAAP Financial Measures
To supplement the Company’s consolidated financial statements, which statements are prepared and presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”), the Company uses non-GAAP financial measures called non-GAAP earnings per share (“non-GAAP EPS” or “non-GAAP earnings/loss per share”) and adjusted EBITDA (“Adjusted EBITDA”). Management has presented non-GAAP EPS and Adjusted EBITDA because it uses these non-GAAP financial measures to assess its operational performance, for financial and operational decision-making, and as a means to evaluate period-to-period comparisons on a consistent basis.
Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding the Company’s performance by excluding certain non-cash or, when specified, non-recurring expenses that are not directly attributable to its core operating results. In addition, management believes these non-GAAP financial measures are useful to investors because: (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making; (2) they exclude the impact of non-cash or, when specified, non-recurring items that are not directly attributable to the Company’s core operating performance and that may obscure trends in the core operating performance of the business; and (3) they are used by institutional investors and the analyst community to help them analyze the results of Clean Energy’s business. In future quarters, the Company may make adjustments for other non-recurring significant expenditures or significant non-cash charges in order to present non-GAAP financial measures that the Company’s management believes are indicative of the Company’s core operating performance.
Non-GAAP financial measures have limitations as an analytical tool and should not be considered in isolation from, or as a substitute for, the Company’s GAAP results. The Company expects to continue reporting non-GAAP financial measures, adjusting for the items described below (or other items that may arise in the future as the Company’s management deems appropriate), and the Company expects to continue to incur expenses similar to the non-cash, non-GAAP adjustments described below. Accordingly, unless otherwise stated, the exclusion of these and other similar items in the presentation of non-cash, non-GAAP financial measures should not be construed as an inference that these costs are unusual, infrequent or non-recurring. Non-GAAP EPS and Adjusted EBITDA are not recognized terms under GAAP and do not purport to be an alternative to GAAP income/loss per share or operating income (loss) or any other GAAP measure as an indicator of operating performance. Moreover, because not all companies use identical measures and calculations, the presentation of non-GAAP EPS and Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Management compensates for these limitations by using non-GAAP EPS and Adjusted EBITDA in conjunction with traditional GAAP operating performance and cash flow measures.
Non-GAAP EPS
Non-GAAP EPS is defined as net income (loss) attributable to Clean Energy Fuels Corp., plus stock-based compensation charges, plus or minus any loss (gain) from changes in the fair value of derivative warrants and plus the charges relating to the move of the Company’s headquarters (“HQ Lease Exit”), the total of which is divided by the Company’s weighted average shares outstanding on a diluted basis. The Company’s management believes that excluding non-cash charges related to stock-based compensation provides useful information to investors because of the varying available valuation methodologies, the volatility of the expense (which depends on market forces outside of management’s control), the subjectivity of the assumptions and the variety of award types that a company can use under the relevant accounting guidance, which may obscure trends in a company’s core operating performance. Similarly, the Company’s management believes that excluding the non-cash loss (gain) from changes in the fair value of derivative warrants is useful to investors because the valuation of the derivative warrants is based on a number of subjective assumptions, the amount of the loss or gain is derived from market forces outside of management’s control, and it enables investors to compare the Company’s performance with other companies that have different capital structures. The Company’s management believes that excluding the HQ Lease Exit is useful to investors because the charges are not part of or representative of the core operations of the Company.
The table below shows non-GAAP EPS and also reconciles these figures to GAAP net income (loss) attributable to Clean Energy Fuels Corp.:
|
|
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
| (in 000s, except per-share amounts) |
|
|
2015 |
|
2016 |
|
|
2015 |
|
2016 |
| Net Income (Loss) Attributable to Clean Energy Fuels Corp. |
|
|
$ |
(29,962 |
) |
|
$ |
1,530 |
|
|
|
$ |
(61,109 |
) |
|
$ |
4,358 |
| Stock-Based Compensation, Net of $0 Tax |
|
|
|
2,663 |
|
|
|
2,037 |
|
|
|
|
5,353 |
|
|
|
4,456 |
| Loss (Gain) From Change in Fair Value of Derivative Warrants |
|
|
|
300 |
|
|
|
(1 |
) |
|
|
|
(583 |
) |
|
|
1 |
| HQ Lease Exit |
|
|
|
243 |
|
|
|
— |
|
|
|
|
344 |
|
|
|
— |
| Adjusted Net Income (Loss) |
|
|
$ |
(26,756 |
) |
|
$ |
3,566 |
|
|
|
$ |
(55,995 |
) |
|
$ |
8,815 |
| Weighted-Average Common Shares Outstanding – Diluted |
|
|
|
91,480,998 |
|
|
|
111,743,512 |
|
|
|
|
91,399,478 |
|
|
|
106,252,692 |
| Non-GAAP Income (Loss) Per Share |
|
|
$ |
(0.29 |
) |
|
$ |
0.03 |
|
|
|
$ |
(0.61 |
) |
|
$ |
0.08 |
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
Adjusted EBITDA is defined as net income (loss) attributable to Clean Energy Fuels Corp., plus or minus income tax expense or benefit, plus or minus interest expense or income, net, plus depreciation and amortization expense, plus stock-based compensation charges, plus or minus loss (gain) from changes in the fair value of derivative warrants and plus the HQ Lease Exit. The Company’s management believes that Adjusted EBITDA provides useful information to investors for the same reasons discussed above for non-GAAP EPS. In addition, management internally uses Adjusted EBITDA to determine elements of executive and employee compensation.
The table below shows Adjusted EBITDA and also reconciles these figures to GAAP net loss attributable to Clean Energy Fuels Corp.:
|
|
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
| (in 000s) |
|
|
2015 |
|
2016 |
|
|
2015 |
|
2016 |
| Net Income (Loss) Attributable to Clean Energy Fuels Corp. |
|
|
$ |
(29,962 |
) |
|
$ |
1,530 |
|
|
|
$ |
(61,109 |
) |
|
$ |
4,358 |
| Income Tax Expense |
|
|
|
740 |
|
|
|
432 |
|
|
|
|
1,594 |
|
|
|
813 |
| Interest Expense, Net |
|
|
|
9,973 |
|
|
|
7,821 |
|
|
|
|
19,868 |
|
|
|
16,981 |
| Depreciation and Amortization |
|
|
|
13,402 |
|
|
|
14,920 |
|
|
|
|
26,288 |
|
|
|
29,881 |
| Stock-Based Compensation, Net of $0 Tax |
|
|
|
2,663 |
|
|
|
2,037 |
|
|
|
|
5,353 |
|
|
|
4,456 |
| Loss (Gain) From Change in Fair Value of Derivative Warrants |
|
|
|
300 |
|
|
|
(1 |
) |
|
|
|
(583 |
) |
|
|
1 |
| HQ Lease Exit |
|
|
|
243 |
|
|
|
— |
|
|
|
|
344 |
|
|
|
— |
| Adjusted EBITDA |
|
|
$ |
(2,641 |
) |
|
$ |
26,739 |
|
|
|
$ |
(8,245 |
) |
|
$ |
56,490 |
|
|
|
|
|
|
|
|
|
|
|
Gallons Delivered
The Company defines “gallons delivered” as its gallons of compressed natural gas (“CNG”), liquefied natural gas (“LNG”) and renewable natural gas (“RNG”), along with its gallons associated with providing operations and maintenance services, delivered to its customers during the applicable period plus the Company’s proportionate share of gallons delivered by joint ventures.
The table below shows gallons delivered for the three and six months ended June 30, 2015 and 2016:
|
|
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
| Gallons Delivered (in millions) |
|
|
2015 |
|
2016 |
|
|
2015 |
|
2016 |
| CNG |
|
|
54.9 |
|
63.9 |
|
|
107.3 |
|
125.0 |
| RNG(1) |
|
|
1.9 |
|
0.6 |
|
|
6.4 |
|
1.6 |
| LNG |
|
|
17.6 |
|
18.4 |
|
|
35.8 |
|
33.8 |
| Total |
|
|
74.4 |
|
82.9 |
|
|
149.5 |
|
160.4 |
|
|
|
|
|
|
|
|
|
|
|
| (1) |
|
Represents RNG sold as non-vehicle fuel. RNG sold as vehicle fuel, also known as Redeem™, is included in CNG and LNG. |
|
|
|
Today’s Conference Call
The Company will host an investor conference call today at 4:30 p.m. Eastern time (1:30 p.m. Pacific). Investors interested in participating in the live call can dial 1.877.407.4018 from the U.S. and international callers can dial 1.201.689.8471. A telephone replay will be available approximately two hours after the call concludes through Saturday, September 10 by dialing 1.877.870.5176 from the U.S., or 1.858.384.5517 from international locations, and entering Replay Pin Number 13641497. There also will be a simultaneous live webcast available on the Investor Relations section of the Company’s web site at www.cleanenergyfuels.com, which will be available for replay for 30 days.
About Clean Energy Fuels
Clean Energy Fuels Corp. (Nasdaq: CLNE) is the largest provider of natural gas fuel for transportation in North America. We build and operate CNG and LNG fueling stations; manufacture CNG and LNG equipment and technologies for ourselves and other companies; develop RNG production facilities; and deliver more CNG, LNG, and RNG fuel than any other company in the U.S. For more information, visit www.cleanenergyfuels.com.
Safe Harbor Statement
This press release contains 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 that involve risks, uncertainties and assumptions, such as statements regarding, among other things: adoption of natural gas as a vehicle fuel by fleets in the Company’s key customer markets and future growth and sales opportunities in these key customer markets, which include heavy-duty trucking, airports, refuse, public transit, industrial and institutional energy users and government fleets; the strength of the Company’s key markets and businesses; the strength of the Company’s position in the market; the benefits of natural gas (including renewable natural gas) relative to gasoline, diesel and other vehicle fuels, including economic and environmental benefits; continued interest and investment in natural gas as a vehicle fuel, including tax credits and other government incentives promoting the use of cleaner fuels; and the Company’s ability to successfully enter new markets and more deeply penetrate its current key markets, build, sell and open new natural gas fueling stations and add to its volume of gallons delivered. Actual results and the timing of events could differ materially from those anticipated in or implied by these forward-looking statements as a result of many factors including, among others: future supply, demand, use and prices of crude oil and natural gas and fossil and alternative fuels, including gasoline, diesel, natural gas (including renewable natural gas), biodiesel, ethanol, electricity and hydrogen, as well as vehicles powered by these various fuels; the willingness of fleets and other consumers to adopt natural gas as a vehicle fuel; the Company’s ability to capture a substantial share of the anticipated growth in the market for natural gas fuel and otherwise compete successfully; the availability and deployment of, as well as the demand for, natural gas engines that are well-suited for the U.S. heavy-duty truck market; future availability of capital, including equity or debt financing, as needed to fund the growth of the Company’s business and its debt repayment obligations (whether at or prior to maturity); the availability of tax credits and other government incentives for natural gas fueling and vehicles, changes to federal, state or local fuel emission standards or other environmental regulation applicable to natural gas production, transportation or use; the Company’s ability to manage and grow its RNG business; the Company’s ability to recognize the anticipated benefits of building CNG and LNG stations, including receiving revenue from these stations equal or greater to their costs; construction, permitting and other factors that could cause delays or other problems at station construction projects; the Company’s ability to manage risks and uncertainties related to its international operations; the Company’s ability to hire and retain key personnel; the Company’s ability to integrate any mergers, acquisitions and investments; compliance with governmental regulations; and the Company’s ability to effectively manage its current LNG plants and RNG production facilities.
The forward-looking statements made in this press release speak only as of the date of this press release and the Company undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law. Additionally, the Company’s Annual Report on Form 10-K filed on March 3, 2016 and its Quarterly Report on Form 10-Q filed on August 9, 2016 with the Securities and Exchange Commission (www.sec.gov), contain more information onpotential factors that may cause actual results to differ materially from the forward-looking statements contained in this press release.
|
|
|
|
|
|
|
| Clean Energy Fuels Corp. and Subsidiaries |
|
| Condensed Consolidated Balance Sheets |
|
| (In thousands, except share data, Unaudited) |
|
|
|
|
|
|
|
|
|
|
December 31,
2015 |
|
|
June 30,
2016 |
| Assets |
|
|
|
|
|
|
| Current assets: |
|
|
|
|
|
|
| Cash and cash equivalents |
|
|
$ |
43,724 |
|
|
|
$ |
102,316 |
|
| Restricted cash |
|
|
|
4,240 |
|
|
|
|
4,439 |
|
| Short-term investments |
|
|
|
102,944 |
|
|
|
|
79,364 |
|
| Accounts receivable, net of allowance for doubtful accounts of $1,895 and $1,714 as of December 31, 2015 and June 30, 2016, respectively |
|
|
|
73,645 |
|
|
|
|
77,681 |
|
| Other receivables |
|
|
|
60,667 |
|
|
|
|
31,037 |
|
| Inventory |
|
|
|
29,289 |
|
|
|
|
28,561 |
|
| Prepaid expenses and other current assets |
|
|
|
14,657 |
|
|
|
|
12,604 |
|
| Total current assets |
|
|
|
329,166 |
|
|
|
|
336,002 |
|
| Land, property and equipment, net |
|
|
|
516,324 |
|
|
|
|
495,791 |
|
| Notes receivable and other long-term assets, net |
|
|
|
14,732 |
|
|
|
|
17,990 |
|
| Investments in other entities |
|
|
|
5,695 |
|
|
|
|
2,657 |
|
| Goodwill |
|
|
|
91,967 |
|
|
|
|
94,405 |
|
| Intangible assets, net |
|
|
|
42,644 |
|
|
|
|
42,292 |
|
| Total assets |
|
|
$ |
1,000,528 |
|
|
|
$ |
989,137 |
|
| Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
| Current liabilities: |
|
|
|
|
|
|
| Current portion of debt and capital lease obligations |
|
|
$ |
149,856 |
|
|
|
$ |
139,428 |
|
| Accounts payable |
|
|
|
26,906 |
|
|
|
|
19,766 |
|
| Accrued liabilities |
|
|
|
59,082 |
|
|
|
|
49,978 |
|
| Deferred revenue |
|
|
|
10,549 |
|
|
|
|
9,299 |
|
| Total current liabilities |
|
|
|
246,393 |
|
|
|
|
218,471 |
|
| Long-term portion of debt and capital lease obligations |
|
|
|
352,294 |
|
|
|
|
284,361 |
|
| Long-term debt, related party |
|
|
|
65,000 |
|
|
|
|
65,000 |
|
| Other long-term liabilities |
|
|
|
7,896 |
|
|
|
|
8,156 |
|
| Total liabilities |
|
|
|
671,583 |
|
|
|
|
575,988 |
|
| Commitments and contingencies |
|
|
|
|
|
|
| Stockholders’ equity: |
|
|
|
|
|
|
| Preferred stock, $0.0001 par value. Authorized 1,000,000 shares; issued and outstanding no shares |
|
|
|
— |
|
|
|
|
— |
|
| Common stock, $0.0001 par value. Authorized 224,000,000 shares; issued and outstanding 92,382,717 shares and 116,344,723 shares at December 31, 2015 and June 30, 2016, respectively |
|
|
|
9 |
|
|
|
|
12 |
|
| Additional paid-in capital |
|
|
|
915,199 |
|
|
|
|
989,348 |
|
| Accumulated deficit |
|
|
|
(591,683 |
) |
|
|
|
(587,325 |
) |
| Accumulated other comprehensive loss |
|
|
|
(20,973 |
) |
|
|
|
(14,353 |
) |
| Total Clean Energy Fuels Corp. stockholders’ equity |
|
|
|
302,552 |
|
|
|
|
387,682 |
|
| Noncontrolling interest in subsidiary |
|
|
|
26,393 |
|
|
|
|
25,467 |
|
| Total stockholders’ equity |
|
|
|
328,945 |
|
|
|
|
413,149 |
|
| Total liabilities and stockholders’ equity |
|
|
$ |
1,000,528 |
|
|
|
$ |
989,137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Clean Energy Fuels Corp. and Subsidiaries |
|
| Condensed Consolidated Statements of Operations |
|
| (In thousands, except share and per share data, Unaudited) |
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
|
|
|
2015 |
|
2016 |
|
|
2015 |
|
2016 |
| Revenue: |
|
|
|
|
|
|
|
|
|
|
| Product revenues |
|
|
$ |
75,744 |
|
|
$ |
94,731 |
|
|
|
$ |
145,041 |
|
|
$ |
178,723 |
|
| Service revenues |
|
|
|
11,124 |
|
|
|
13,294 |
|
|
|
|
27,675 |
|
|
|
25,084 |
|
| Total revenues |
|
|
|
86,868 |
|
|
|
108,025 |
|
|
|
|
172,716 |
|
|
|
203,807 |
|
| Operating expenses: |
|
|
|
|
|
|
|
|
|
|
| Cost of sales (exclusive of depreciation and amortization shown separately below): |
|
|
|
|
|
|
|
|
|
|
| Product cost of sales |
|
|
|
59,387 |
|
|
|
61,880 |
|
|
|
|
114,766 |
|
|
|
115,251 |
|
| Service cost of sales |
|
|
|
4,399 |
|
|
|
6,848 |
|
|
|
|
13,753 |
|
|
|
12,732 |
|
| Loss (gain) from change in fair value of derivative warrants |
|
|
|
300 |
|
|
|
(1 |
) |
|
|
|
(583 |
) |
|
|
1 |
|
| Selling, general and administrative |
|
|
|
28,994 |
|
|
|
25,262 |
|
|
|
|
59,227 |
|
|
|
50,855 |
|
| Depreciation and amortization |
|
|
|
13,402 |
|
|
|
14,920 |
|
|
|
|
26,288 |
|
|
|
29,881 |
|
| Total operating expenses |
|
|
|
106,482 |
|
|
|
108,909 |
|
|
|
|
213,451 |
|
|
|
208,720 |
|
| Operating loss |
|
|
|
(19,614 |
) |
|
|
(884 |
) |
|
|
|
(40,735 |
) |
|
|
(4,913 |
) |
| Gain from extinguishment of debt |
|
|
|
— |
|
|
|
10,120 |
|
|
|
|
— |
|
|
|
26,043 |
|
| Interest expense, net |
|
|
|
(9,973 |
) |
|
|
(7,821 |
) |
|
|
|
(19,868 |
) |
|
|
(16,981 |
) |
| Other income (expense), net |
|
|
|
317 |
|
|
|
(147 |
) |
|
|
|
864 |
|
|
|
103 |
|
| Income (loss) from equity method investments |
|
|
|
(345 |
) |
|
|
67 |
|
|
|
|
(549 |
) |
|
|
(7 |
) |
| Income (loss) before income taxes |
|
|
|
(29,615 |
) |
|
|
1,335 |
|
|
|
|
(60,288 |
) |
|
|
4,245 |
|
| Income tax expense |
|
|
|
(740 |
) |
|
|
(432 |
) |
|
|
|
(1,594 |
) |
|
|
(813 |
) |
| Net income (loss) |
|
|
|
(30,355 |
) |
|
|
903 |
|
|
|
|
(61,882 |
) |
|
|
3,432 |
|
| Loss from noncontrolling interest |
|
|
|
393 |
|
|
|
627 |
|
|
|
|
773 |
|
|
|
926 |
|
| Net income (loss) attributable to Clean Energy Fuels Corp. |
|
|
$ |
(29,962 |
) |
|
$ |
1,530 |
|
|
|
$ |
(61,109 |
) |
|
$ |
4,358 |
|
| Income (loss) per share attributable to Clean Energy Fuels Corp.: |
|
|
|
|
|
|
|
|
|
|
| Basic |
|
|
$ |
(0.33 |
) |
|
$ |
0.01 |
|
|
|
$ |
(0.67 |
) |
|
$ |
0.04 |
|
| Diluted |
|
|
$ |
(0.33 |
) |
|
$ |
0.01 |
|
|
|
$ |
(0.67 |
) |
|
$ |
0.04 |
|
| Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
| Basic |
|
|
|
91,480,998 |
|
|
|
109,272,906 |
|
|
|
|
91,399,478 |
|
|
|
103,782,086 |
|
| Diluted |
|
|
|
91,480,998 |
|
|
|
111,743,512 |
|
|
|
|
91,399,478 |
|
|
|
106,252,692 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Included in net income (loss) are the following amounts (in millions):
|
|
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
|
|
|
2015 |
|
2016 |
|
|
2015 |
|
2016 |
| Station Construction Revenues |
|
|
$ |
9.5 |
|
|
$ |
21.0 |
|
|
|
$ |
16.0 |
|
|
$ |
34.2 |
|
| Station Construction Cost of Sales |
|
|
|
(8.0 |
) |
|
|
(17.8 |
) |
|
|
|
(13.7 |
) |
|
|
(29.1 |
) |
| Stock-Based Compensation Expense, Net of $0 Tax |
|
|
|
(2.7 |
) |
|
|
(2.0 |
) |
|
|
|
(5.4 |
) |
|
|
(4.5 |
) |
| VETC |
|
|
|
— |
|
|
|
6.5 |
|
|
|
|
— |
|
|
|
12.9 |
|
|
|
|
|
|
|
|
|
|
|
|
Clean Energy Fuels Corp.
Investor Contact:
Tony Kritzer
Director of Investor Communications
949.437.1403
or
News Media Contact:
Gary Foster
Senior Vice President, Corporate Communications
949.437.1113
Core Hole DS16-08 Expands a Robust Oxide Gold System in the Railroad District
VANCOUVER, BRITISH COLUMBIA–(Marketwired – Aug. 9, 2016) – Gold Standard Ventures Corp. (TSX VENTURE:GSV) (NYSE MKT:GSV) (“Gold Standard” or the “Company”) today announced assay results from the first three step out core holes at the recently discovered North Dark Star oxide gold deposit on its 100%-owned/controlled Railroad-Pinion Project in Nevada’s Carlin Trend. The results significantly increase the size of the North Dark Star deposit while also enhancing its prospective grade and establishing the orientation of a favorable trend supporting the potential for further expansion of the higher grade zone.
The primary objective of this year’s drill program at North Dark Star was to find a continuation of the high grade zone discovered in core hole DS15-13 (15.4m of 1.85 g Au/t and 97.0m of 1.61 g Au/t) at the end of last year’s drill program (see January 21, 2016 news release). DS16-08, located 100m south of DS15-13, returned multiple, significant, oxidized intercepts containing gold values above the cut-off grade established in the Dark Star NI43-101 resource estimate announced on March 3, 2015 (see news release). DS16-08 returned a 126.2 meter section grading 3.95 g Au/t including higher grade intervals of 44.0m of 4.70 g Au/t, 17.9m of 5.6 g Au/t and 7.9m of 10.7 g Au/t (Please click the following link to see section maps and drill plan: http://goldstandardv.com/lp/north-dark-star-drill-results/).
Jonathan Awde, CEO and Director of Gold Standard commented: “North Dark Star is continuing to exceed our expectations and is becoming a major Nevada (Carlin) gold discovery. With these first few holes, we have successfully found the orientation of the thick, high grade mineralized zone discovered last year. We will now be focusing more of our current drill program on the North Dark Star area while also enhancing access so we can extend the drill season as late as possible. Near surface, oxide deposits with these grades clearly have outstanding economic potential.”
A conference call will be held by the company tomorrow (Wednesday August 10, 2016) at 11:00 a.m. PDT to discuss today’s release and the continuing exploration program at Railroad Pinion. Dial-in numbers are provided at the end of this press release.
Key North Dark Star Highlights
- DS16-08 intersected a thick, vertically-extensive, oxidized intercept of 126.2m of 3.95 g Au/t approximately 100m south of discovery hole DS15-13. Mineralization occurs in decalcified, variably silicified, pervasively oxidized and collapse brecciated debris flow conglomerate, bioclastic limestone, calcarenite, calcareous sandstone and silty limestone (click the following link for pictures of core :http://goldstandardv.com/lp/north-dark-star-drill-results/). Oriented core measurements from this hole confirm that the favorable Pennsylvanian-Permian carbonate stratigraphy hosting this mineralization has a northerly strike and is moderately to steeply dipping to the west. Mineralization in DS16-08 comes to within 90m of surface and is open in multiple directions. True widths are estimated at 70-90% of drilled thicknesses.
- DS16-05, located approximately 50m north of DS15-13, intersected multiple zones of oxidized mineralization including 24.1m of 1.28 g Au/t.
- DS16-02, located approximately 70m to the east and up-dip from DS15-13, intersected multiple near-surface zones of oxidized mineralization including 23.2m of 0.72 g Au/t. All of the DS16-02 gold intercepts are less than 50m below the topographic surface. True widths are estimated at 70-90% of drilled thicknesses
(i) Gold intervals reported in this table were calculated using a 0.14 g Au/t cutoff. Weighted averaging has been used to calculate all reported intervals. True widths are estimated at 70-90% of drilled thicknesses.
Mac Jackson, Gold Standard’s Vice president of Exploration stated: “The outstanding oxide intercept in DS16-08 is nearly triple the grade times thickness of last year’s discovery hole. It clearly demonstrates the strength and potential of the Carlin-style gold system at North Dark Star. In the bigger, regional picture, North Dark Star is strategically located where the Carlin Trend intersects a north trending belt of permeable Penn-Perm carbonate rocks, an excellent host for gold deposits. With these results in our initial offset holes, we are confident there is more gold to be found at North Dark Star and throughout our large, 115 square km. Railroad-Pinion property on the Carlin Trend.”
Gold Standard Venture President and CEO, Jonathan Awde, and vice-president of exploration, Mac Jackson, will host a conference call and webcast with analysts and investors to review the drill results on Wednesday, August 10, 2016 at 11:00 AM Pacific time. A live slide presentation will be available for viewing during the call from the link provided below.
Conference call
To participate in this conference call, please dial the following number approximately 10 minutes prior to the starting time:
Local / International: 416-640-5946
North American Toll- Free: 1-866-233-4585
Webcast
A webcast presentation will also be available for viewing in conjunction with the conference call. To access the webcast, please visit: http://momentumstreaming.com/index.php?id=120769
Callers can alternatively refer to the newly posted slides on Gold Standard’s website that will be referenced during the meeting.
For those unable to listen live, the webcast will remain available at the above link for one year following the call.
Sampling Methodology, Chain of Custody, Quality Control and Quality Assurance:
All sampling was conducted under the supervision of the Company’s project geologists and the chain of custody from the project to the sample preparation facility was continuously monitored. A blank or certified reference material was inserted approximately every tenth sample. The North Dark Star core samples were delivered to Bureau Veritas Mineral Laboratories preparation facility in Elko, NV. The samples are crushed, pulverized and sample pulps are shipped to Bureau Veritas certified laboratory in Sparks, NV or Vancouver, BC. Pulps are digested and analyzed for gold using fire assay fusion and an atomic absorption spectroscopy (AAS) finish on a 30 gram split. Over limit gold assays were determined using a fire assay fusion with a gravimetric finish on a 30 gram split. All other elements are determined by ICP analysis. Data verification of the analytical results includes a statistical analysis of the standards and blanks that must pass certain parameters for acceptance to ensure accurate and verifiable results.
Drill hole deviation is measured by a gyroscopic down hole survey that has been completed on all holes by International Directional Services of Elko, NV. Final collar locations are surveyed by differential GPS by Apex Surveying, LLC of Spring Creek, Nevada.
The scientific and technical content and interpretations contained in this news release have been reviewed, verified and approved by Steven R. Koehler, Gold Standard’s Manager of Projects, BSc. Geology and CPG-10216, a Qualified Person as defined by NI 43-101, Standards of Disclosure for Mineral Projects.
ABOUT GOLD STANDARD VENTURES – Gold Standard is an advanced stage gold exploration company focused on district scale discoveries on its Railroad-Pinion Gold Project, located within the prolific Carlin Trend. The 2014 Pinion and Dark Star gold deposit acquisitions offer Gold Standard a potential near-term development option and further consolidates the Company’s premier land package on the Carlin Trend. The Pinion deposit now has an NI43-101 resource estimate consisting of an Indicated Mineral Resource of 31.61 million tonnes grading 0.62 grams per tonne (g/t) gold (Au), totaling 630,300 ounces of gold and an Inferred Resource of 61.08 million tonnes grading 0.55 g/t Au, totaling 1,081,300 ounces of gold, using a cut-off grade of 0.14 g/t Au. The Dark Star deposit, 2.1 km to the east of Pinion, has a NI43-101 resource estimate consisting of an Inferred Resource of 23.11 million tonnes grading 0.51 g/t Au, totaling 375,000 ounces of gold, using a cut-off grade of 0.14 g/t Au (announced March 3, 2015). The 2014 and 2015 definition and expansion of these two shallow, oxide deposits demonstrates their growth potential.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) nor the NYSE MKT accepts responsibility for the adequacy or accuracy of this news release.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements, which relate to future events or future performance and reflect management’s current expectations and assumptions. Such forward-looking statements reflect management’s current beliefs and are based on assumptions made by and information currently available to the Company. All statements, other than statements of historical fact, included herein including, without limitation, statements about our proposed exploration programs and future potential results are forward looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Risk factors affecting the Company include, among others: the results from our exploration programs, global financial conditions and volatility of capital markets, uncertainty regarding the availability of additional capital, fluctuations in commodity prices; title matters; and the additional risks identified in our filings with Canadian securities regulators on SEDAR in Canada (available at www.sedar.com) and with the SEC on EDGAR (available at www.sec.gov/edgar.shtml). These forward-looking statements are made as of the date hereof and, except as required under applicable securities legislation, the Company does not assume any obligation to update or revise them to reflect new events or circumstances.
CAUTIONARY NOTE FOR U.S. INVESTORS REGARDING RESERVE AND RESOURCE ESTIMATES
All resource estimates reported by the Company were calculated in accordance with the Canadian National Instrument 43-101 and the Canadian Institute of Mining and Metallurgy Classification system. These standards differ significantly from the requirements of the U.S. Securities and Exchange Commission for descriptions of mineral properties in SEC Industry Guide 7 under Regulation S-K of the U. S. Securities Act of 1933. In particular, under U. S. standards, mineral resources may not be classified as a “reserve” unless the determination has been made that mineralization could be economically and legally produced or extracted at the time the reserve determination is made. Accordingly, information in this press release containing descriptions of the Company’s mineral properties may not be comparable to similar information made public by US public reporting companies.
On behalf of the Board of Directors of Gold Standard,
Jonathan Awde, President and Director
Gold Standard Ventures Corp.
Jonathan Awde
President
604-669-5702
info@goldstandardv.com
www.goldstandardv.com
North Dark Star drill results are as follows:
| Drill Hole |
|
Method |
|
Azimuth |
|
Incl. |
TD (m) |
|
|
Intercept (m) |
Thickness (m) |
Grade (g Au/t) |
| DS16-02 |
|
Core |
|
090 |
|
-45 |
285.1 |
|
|
11.0 – 13.4 |
1.5 |
0.15 |
|
|
|
|
|
|
|
|
|
|
33.5 – 37.5 |
4.0 |
0.45 |
|
|
|
|
|
|
|
|
|
|
42.8 – 52.1 |
9.3 |
0.50 |
|
|
|
|
|
|
|
|
|
|
100.0 – 102.0 |
2.0 |
0.18 |
|
|
|
|
|
|
|
|
|
|
107.9 – 131.1 |
23.2 |
0.72 |
|
|
|
|
|
|
Including |
|
|
123.4 – 128.0 |
4.6 |
1.80 |
| DS16-05 |
|
Core |
|
090 |
|
-55 |
384.8 |
|
|
3.6 – 4.8 |
1.2 |
0.17 |
|
|
|
7.3 – 10.6 |
3.3 |
0.19 |
| 32.3 – 34.0 |
1.7 |
0.17 |
| 38.6 – 44.5 |
5.9 |
0.18 |
| 49.1 – 50.6 |
1.5 |
0.16 |
| 53.0 – 55.7 |
2.7 |
0.17 |
| 67.4 – 71.9 |
4.5 |
0.25 |
| 78.5 – 81.4 |
2.9 |
0.16 |
| 86.0 – 97.4 |
11.4 |
0.21 |
| 177.4 – 182.6 |
5.2 |
0.20 |
| 187.4 – 189.1 |
1.7 |
0.15 |
| 197.2 – 200.3 |
3.1 |
0.17 |
| 216.5 – 218.9 |
2.4 |
0.44 |
| 225.6 – 249.7 |
24.1 |
1.28 |
| 255.5 – 258.2 |
2.7 |
0.38 |
| DS16-08 |
|
Core |
|
090 |
|
-45 |
408.8 |
|
|
76.3 – 76.8 |
0.5 |
0.30 |
|
|
|
|
|
|
|
|
|
|
89.0 – 93.0 |
4.0 |
0.23 |
|
|
|
|
|
|
|
|
|
|
100.9 – 107.3 |
6.4 |
0.46 |
|
|
|
|
|
|
|
|
|
|
110.1 – 112.5 |
2.4 |
0.47 |
|
|
|
|
|
|
|
|
|
|
114.0 – 135.3 |
21.3 |
0.67 |
|
|
|
|
|
|
|
|
|
|
147.8 – 154.4 |
6.6 |
0.16 |
|
|
|
|
|
|
|
|
|
|
157.2 – 159.6 |
2.4 |
0.22 |
|
|
|
|
|
|
|
|
|
|
165.2 – 291.4 |
126.2 |
3.95 |
|
|
|
|
|
|
Including |
|
|
179.6 – 223.6 |
44.0 |
4.70 |
|
|
|
|
|
|
Including |
|
|
247.0 – 264.9 |
17.9 |
5.60 |
|
|
|
|
|
|
Including |
|
|
275.0 – 282.9 |
7.9 |
10.7 |
|
|
|
|
|
|
|
|
|
|
334.4 – 338.7 |
4.3 |
0.45 |
|
|
|
|
|
|
|
|
|
|
349.7 – 355.8 |
6.1 |
0.43 |
|
|
|
|
|
|
|
|
|
|
359.1 – 362.5 |
3.4 |
0.20 |
Acquisition Further Diversifies FORM Holdings’ Portfolio and Expected to Add Over $35 Million of Shareholders’ Equity
Transaction Supports Growth Strategy for Leading Airport Spa Company Conference Call Scheduled Today at 4:30 pm Eastern Time
FORM Holdings Corp. (NASDAQ:FH), a diversified holding company focused on acquiring and developing small to mid-market companies with growth potential, today announced that it has entered into a definitive agreement to acquire 100% of XpresSpa, the industry-leading luxury airport spa business. The transaction will be funded with common and preferred equity and warrants in FORM Holdings. In addition, XpresSpa’s indebtedness will remain outstanding following the closing of the transaction. The transaction structure maintains FORM Holdings’ strong liquidity position and provides current XpresSpa equity holders an interest in the continued success of the business and FORM Holdings’ portfolio of assets.
XpresSpa provides air travelers premium health and wellness services, as well as a branded line of exclusive luxury travel products and accessories at its 51 locations across 21 major airports. In 2016, XpresSpa anticipates generating over $40 million of revenue and approximately 20% store level margin contribution. XpresSpa has approximately three times as many domestic stores as its closest competitor and is expected to open several new locations through the remainder of 2016 and early 2017. XpresSpa anticipates increasing its number of total spa locations from 51 to more than 100 in the next few years.
“XpresSpa’s dominant market share, enormous growth potential and its powerful brand present a compelling value proposition for us, and we are excited to work with CEO Ed Jankowski and his team,” said Andrew D. Perlman, Chief Executive Officer of FORM Holdings. “This acquisition fits with our strategy and mission to identify and acquire small to mid-sized companies that would benefit from additional capital, management expertise and the implementation of best practices across various components of their business. We believe that by working closely with these businesses, as well as the flexibility afforded by our holding company structure and access to capital, we will be able to realize value for our shareholders by accelerating XpresSpa’s growth.”
“We’re thrilled to announce this transformative transaction with FORM Holdings,” said Ed Jankowski, Chief Executive Officer of XpresSpa. “XpresSpa and its more than 750 employees have proudly revolutionized the airport experience for millions of travelers by providing wellness and relaxation offerings. We have experienced and continue to experience significant growth and momentum, and we look forward to leveraging FORM Holdings’ resources to execute on opportunities that will enable us to further grow our business by delivering an exceptional experience to our customers.”
Mr. Jankowski, who brings more than 30 years of retail experience, is expected to continue to lead the XpresSpa business as CEO after the transaction closes.
Mistral Equity Partners, the majority shareholder of XpresSpa, and other existing XpresSpa holders, will participate in a private placement into FORM Holdings common stock of $1.73 million, at $2.31 per share, which FORM Holdings will then invest in XpresSpa.
XpresSpa equity holders will receive 2.5 million shares of common stock in FORM Holdings, five-year warrants to purchase 2.5 million shares of FORM Holdings common stock, at an exercise price equal to $3.00 per share, and $23.75 million of FORM Holdings’ newly issued convertible preferred stock. The FORM Preferred Stock shall be initially convertible into an aggregate of 3.95 million shares of FORM Common Stock, which equals a $6.00 per share conversion price, and each holder of FORM Preferred Stock shall be entitled to vote on an as converted basis.
Andrew Heyer, CEO of Mistral and an experienced investor with expertise in the retail sector, is expected to join FORM Holdings’ Board of Directors upon completion of the transaction. Mr. Heyer stated, “Spa offerings have become must-haves in the increasingly upscale airport retail space, and XpresSpa is the clear market leader. FORM Holdings’ acquisition presents a unique opportunity for us to continue to participate in and guide XpresSpa’s growth. We believe that FORM Holdings’ acquisition of XpresSpa will create significant value.”
The transaction, which has been approved by FORM Holdings’ and XpresSpa’s respective Board of Directors, is expected to close in the fourth quarter of 2016, subject to closing conditions and approval by the FORM Holdings’ stockholders.
Conference Call
FORM Holdings Corp. will host a conference call today at 4:30 pm Eastern Time, to discuss its operating results for the second quarter of 2016 and provide updates on each of the Company’s business segments.
Join the Conference Call via Webcast
1. Visit http://bit.ly/2aFV3vI before the start time to join the web portion of this event.
2. Enter your First Name, Last Name, Company, and Email Address and select “Submit”.
3. Select the “Launch Webcast” icon to view the event.
Join the Conference Call via Assisted Dial-In
To access the conference call by telephone, interested parties should dial (866) 682-6100 (U.S. and Canada) or (862) 255-5401 (international) and reference FORM Holdings.
Replay
An audio webcast of the conference call will be available within the “Presentations” section of the Company’s investor relations website shortly after the end of the conference call.
About FORM Holdings Corp.
FORM Holdings Corp. (NASDAQ:FH) is a publicly held diversified holding company that specializes in identifying, investing in and developing companies with superior growth potential. FORM’s current holdings include Group Mobile, FLI Charge, Infomedia and Intellectual Property Assets. Group Mobile is a provider of rugged, mobile and field-use computing products, serving customers worldwide. FLI Charge designs, develops, licenses, manufactures and markets wireless conductive power and charging solutions. Infomedia is a leading provider of customer relationship management and monetization technologies to mobile carriers and device manufacturers. FORM Holdings’ Intellectual Property Division is engaged in the development and monetization of intellectual property. To learn more about Form Holdings Corp., visit: www.FormHoldings.com.
About XpresSpa
XpresSpa is the industry-leading luxury travel spa business, serving almost 1 million air travelers each year at its 51 locations across 21 major airports, including locations in Amsterdam’s Schiphol and Dubai’s International airports. XpresSpa offers travelers premium spa services, including massages, reflexology, stress and tension release, manicures, pedicures, facials and waxing. Its Xpress nail, massage and hair blow-out services are designed specifically for the busy traveling customer, with treatments completed in 30 minutes or less. In stores and online, XpresSpa also offers exclusive luxury travel products and accessories, including travel pillows, blankets, massagers, and personal, hair, nail and bath and body products. XpresSpa has over 750 employees, including talented teams of professionally licensed massage therapists, cosmetologists and nail technicians who are committed to providing exceptional customer experiences.
Important Additional Information Will Be Filed with the SEC
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities of FORM Holdings, or XpresSpa or the solicitation of any vote or approval. In connection with the proposed transaction, FORM Holdings will file with the SEC a Registration Statement on Form S-4 containing a proxy statement/prospectus. The proxy statement/prospectus will contain important information about FORM Holdings, XpresSpa, the transaction and related matters. FORM Holdings will mail or otherwise deliver the proxy statement/prospectus to its stockholders and the stockholders of XpresSpa when it becomes available. Investors and security holders of FORM Holdings and XpresSpa are urged to read carefully the proxy statement/prospectus relating to the Merger (including any amendments or supplements thereto) in its entirety when it is available, because it will contain important information about the proposed transaction.
Investors and security holders of FORM Holdings will be able to obtain free copies of the proxy statement/prospectus for the proposed Merger (when it is available) and other documents filed with the SEC by FORM Holdings through the website maintained by the SEC at www.sec.gov.
FORM Holdings and XpresSpa, and their respective directors and certain of their executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the Merger Agreement between FORM Holdings and XpresSpa. Information regarding FORM Holdings’s directors and executive officers is contained in FORM Holding’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which was filed with the SEC on March 10, 2016. Information regarding XpresSpa’s directors and officers and a more complete description of the interests of XpresSpa’s directors and officers in the proposed transaction will be available in the proxy statement/prospectus that will be filed by FORM Holdings with the SEC in connection with the proposed transaction.
Forward-Looking Statements
This press release includes forward-looking statements, which may be identified by words such as “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” or the negative of such terms, or other comparable terminology. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein. Statements in this press release regarding the proposed merger between FORM and XpresSpa; the expected timetable for completing the transaction; the potential value created by the proposed merger for FORM’s stockholders and XpresSpa’s equity holders; the potential of FORM’s business after completion of the merger; the ability to raise capital to fund FHS’s operations and business plan; the continued listing of FORM’s securities on the Nasdaq Capital Market; market acceptance of FORM products; the collective ability to protect intellectual property rights; competition from other providers and products; FORM’s management and board of directors after completion of the Merger; and any other statements about FORM’s or XpresSpa’s management teams’ future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, but not limited to: the risk that FORM and XpresSpa may not be able to complete the proposed transaction; the inability to realize the potential value created by the proposed merger for FORM’s stockholders; FORM’s inability to maintain the listing of its securities on the Nasdaq Capital Market after completion of the merger; the potential lack of market acceptance of FORM’s products; FORM’s inability to monetize and recoup FORM’s investment with respect to assets and other businesses that that we have acquired or will acquire in the future; general economic conditions and level of information technology and consumer electronics spending; unexpected trends in the mobile phone and telecom computing industries; the potential loss of one or more of FORM’s significant Original Equipment Manufacturer (“OEM”) suppliers, the potential lack of market acceptance of FORM’s products; market acceptance, quality, pricing, availability and useful life of FORM’s products and services, as well as the mix of FORM’s products and services sold; potential competition from other providers and products; FORM’s inability to license and monetize FORM’s patents, including the outcome of litigation; FORM’s inability to develop and introduce new products and/or develop new intellectual property; FORM’s inability to protect FORM’s intellectual property rights; new legislation, regulations or court rulings related to enforcing patents, that could harm FORM’s business and operating results; FORM’s inability to retain key members of its management team; and other risks and uncertainties and other factors discussed from time to time in our filings with the Securities and Exchange Commission (“SEC”), including FORM’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on March 10, 2016. Investors and stockholders are also urged to read the risk factors set forth in the proxy statement/prospectus carefully when they are available. FORM expressly disclaims any obligation to publicly update any forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law.
Investors
Jonathan Kraft, 212-309-7549
info@FormHoldings.com
or
Media
Sard Verbinnen & Co
Matt Reid/Scott Lindlaw
310-201-2040
SAN DIEGO, Aug. 08, 2016 — Fate Therapeutics, Inc. (NASDAQ:FATE), a biopharmaceutical company dedicated to the development of programmed cellular immunotherapies for cancer and immune disorders, announced today that it has entered into a securities purchase agreement for a private placement with a select group of institutional investors, including funds managed by Franklin Advisers, Inc., under which the investors have agreed to purchase 5,250,000 shares of the Company’s common stock at a price of $1.96 per share, for gross proceeds of approximately $10.3 million. The Company expects to use the proceeds from the transaction primarily to advance its pipeline of programmed cellular immunotherapies and for general corporate purposes.
The Company did not use a placement agent in connection with the transaction. The purchase and sale is expected to close on or before August 10, 2016, subject to customary closing conditions.
The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the Securities Act), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. As part of the transaction, the Company has agreed to file a registration statement with the Securities and Exchange Commission for purposes of registering the resale by the investors of the shares of common stock purchased by the investors.
This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be by means of a prospectus.
About Fate Therapeutics, Inc.
Fate Therapeutics is a biopharmaceutical company dedicated to the development of programmed cellular immunotherapies for cancer and immune disorders. The Company’s cell therapy pipeline is comprised of immuno-oncology programs, including off-the-shelf NK- and T-cell cancer immunotherapies derived from engineered induced pluripotent cells, and immuno-regulatory programs, including hematopoietic cell immunotherapies for protecting the immune system of patients undergoing hematopoietic cell transplantation and for regulating autoimmunity. Its adoptive cell therapy programs are based on the Company’s novel ex vivo cell programming approach, which it applies to modulate the therapeutic function and direct the fate of immune cells. Fate Therapeutics is headquartered in San Diego, CA. For more information, please visit www.fatetherapeutics.com.
Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the timing of the consummation of the private placement and the expected receipt and use of proceeds from the private placement. These and any other forward-looking statements in this release are based on management’s current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the the risk that the closing conditions for the private placement transaction are not met by the expected closing date or at all, the risk that the resale registration statement covering the common stock is not timely filed by the Company or declared effective by the Securities and Exchange Commission (SEC), the risk that the Company may not use the proceeds from the private placement as currently expected, the risk that the Company may cease or delay preclinical or clinical development activities for any of its existing or future product candidates for a variety of reasons (including difficulties or delays in patient enrollment in current and planned clinical trials), and the risk that the Company may not be able to raise the additional funding required for its business and product development plans. For a discussion of other risks and uncertainties, and other important factors, any of which could cause our actual results to differ from those contained in the forward-looking statements, see the risks and uncertainties detailed in the Company’s periodic filings with the SEC, including but not limited to the Company’s most recently filed periodic report, and from time to time the Company’s other investor communications. Fate Therapeutics is providing the information in this release as of this date and does not undertake any obligation to update any forward-looking statements contained in this release as a result of new information, future events or otherwise.
Availability of Other Information about Fate Therapeutics, Inc.
Investors and others should note that the Company routinely communicates with investors and the public using its website (www.fatetherapeutics.com) and its investor relations website (ir.fatetherapeutics.com), including without limitation, through the posting of investor presentations, SEC filings, press releases, public conference calls and webcasts on these websites. The information posted on these websites could be deemed to be material information. As a result, investors, the media, and others interested in Fate Therapeutics are encouraged to review this information on a regular basis. The contents of the Company’s website, or any other website that may be accessed from the Company’s website, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Contact:
Jesse Baumgartner, Stern Investor Relations, Inc.
212.362.1200, jesse@sternir.com
DENVER, CO–(August 08, 2016) – Magellan Petroleum Corporation (NASDAQ: MPET) (“Magellan” or the “Company”) today announced that Mr. Wilson tendered his resignation as the President and Chief Executive Officer (“CEO”) and a director of the Company effective as of August 5, 2016, and the board of directors appointed Mr. Lafargue, the Company’s current Chief Financial Officer, as President and CEO.
J. Robinson West, Chairman of the board, commented, “We want to thank Mr. Wilson for leading Magellan through a very challenging time in the industry and to the announced merger with Tellurian Investments Inc. (“Tellurian”). We are delighted that Mr. Lafargue will step up as President and CEO until the merger with Tellurian is consummated, as he has proven to be a very capable executive.”
CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of U.S. federal securities laws. The words “believe”, “expect”, “intend”, “plan”, “potential”, and similar expressions are intended to identify forward-looking statements, and these statements may relate to the proposed merger transaction between Magellan and Tellurian. These statements involve a number of known and unknown risks, which may cause actual results to differ materially from expectations expressed or implied in the forward-looking statements. These risks include uncertainties about Magellan’s ability to complete the merger and other matters discussed in the “Risk Factors” section of Magellan’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015, and any updates thereto in subsequent reports filed with the Securities and Exchange Commission. The forward-looking statements in this press release speak as of the date of this release. Although Magellan may from time to time voluntarily update its prior forward-looking statements, it disclaims any commitment to do so except as required by securities laws.
ABOUT MAGELLAN
Magellan Petroleum Corporation is an independent oil and gas exploration and production company. Following the closing of the transactions contemplated by the Exchange Agreement on August 1, 2016, the company disposed of its CO2-EOR activities and continues to own exploration acreage in the Weald Basin, onshore U.K., and an exploration block, NT/P82, in the Bonaparte Basin, offshore Northern Territory, Australia. Magellan routinely posts important information about the company on its website at www.magellanpetroleum.com.
For further information, please contact:
Antoine Lafargue
President and CEO, CFO, Treasurer, and Corporate Secretary
720.484.2404
IR@magellanpetroleum.com
MEI Pharma to receive $20 million in near-term cash payments, plus up to $444 million in potential milestone payments as well as royalties on future sales Agreement enables Helsinn to expand into oncology therapeutics with new Phase III-ready asset MEI Pharma to host conference call today at 9:00 am Eastern time
LUGANO, Switzerland and SAN DIEGO, Aug. 8, 2016 — Helsinn, a Swiss pharmaceutical group focused on building quality cancer care products, and MEI Pharma, Inc. (Nasdaq: MEIP), an oncology company focused on the clinical development of novel therapies for cancer, today announced that they have entered into an exclusive licensing, development and commercialization agreement for Pracinostat, a Phase III-ready drug candidate for the treatment of acute myeloid leukemia (AML) and other potential indications. The deal provides the complementary resources from both organizations to rapidly advance Pracinostat into Phase III clinical development and expand into additional indications, including high-risk myelodysplastic syndrome (MDS).
Under the terms of the agreement, Helsinn will get exclusive worldwide rights, including manufacturing and commercialization rights, and will be responsible for funding the global development of Pracinostat. As compensation for such grant of rights, MEI Pharma will receive near-term payments of $20 million, comprised of a $15 million upfront payment and a $5 million payment upon dosing of the first patient in the upcoming Phase III study of Pracinostat in newly diagnosed AML patients unfit to receive induction therapy. In addition, MEI Pharma will be eligible to receive up to $444 million in potential development, regulatory and sales-based milestone payments, along with additional tiered royalty payments in selected territories.
As part of the development and commercialization agreement, Helsinn and MEI Pharma will also collaborate to explore an optimal dosing regimen of Pracinostat in combination with azacitidine for the treatment of high-risk MDS. This clinical study is expected to commence in the first half of 2017. In a related transaction, Helsinn will make a $5 million equity investment in MEI Pharma.
Riccardo Braglia, Helsinn Group Vice Chairman and CEO, said: “Helsinn is delighted to be entering into this agreement with MEI Pharma for the exclusive rights on Pracinostat, a promising late-stage novel asset. In the first instance we will target acute myeloid leukemia (AML), an area of huge unmet medical need. As part of the development, we will also target additional indications. Helsinn is committed to helping people to survive cancer and offer a better quality of living with cancer.
“This agreement broadens our focus beyond cancer supportive care products and into the development of oncology therapeutics. Helsinn Therapeutics (HTU), our US sales organization, will allow us to accelerate the development and commercialization of this product, once approved, as we will be able to leverage our clinical and regulatory expertise coupled with our existing oncology specialist sales organization.”
“Helsinn is an ideal strategic partner to entrust the development of Pracinostat,” said Daniel P. Gold, Ph.D., President and Chief Executive Officer of MEI Pharma. “Helsinn has a strong commercial presence in the United States and, globally, has been able to create and skillfully coordinate a solid and significant network of 70 commercial partners in 90 countries. Helsinn’s antiemetic, Aloxi®, is a market leader and is often used by patients receiving azacitidine, so their commercial organization is well positioned to market Pracinostat for the treatment of AML and MDS. Helsinn shares our enthusiasm for bringing Pracinostat to patients in need, and we look forward to a successful partnership for the development of the program.”
Dr. Gold added: “Including MDS along with AML in the development plans was a critical component to this deal, as it significantly increases the market opportunity for Pracinostat. With this agreement in place, we are now in a great position to move forward with the Phase III study in AML, optimize the development path in MDS, and maintain lucrative economics on future commercial success.”
This transaction has been approved by the boards of both companies. Destum Partners acted as an advisor to MEI Pharma on the transaction.
MEI Pharma Conference Call and Webcast
MEI Pharma’s management team will host a conference call with simultaneous webcast today, August 8, 2016, at 9:00 a.m. Eastern time to discuss the license, development and commercialization agreement with Helsinn. To access the live call, please dial 888-357-5399 (toll-free) or 440-996-5704 (international), conference ID 62028037. The conference call will also be webcast live and can be accessed at www.meipharma.com. A replay of the webcast will be available approximately one hour after the conclusion of the call.
About Pracinostat
Pracinostat is a potential best-in-class, oral histone deacetylase (HDAC) inhibitor. The U.S. Food and Drug Administration (FDA) recently granted Breakthrough Therapy Designation for Pracinostat in combination with azacitidine for the treatment of patients with newly diagnosed acute myeloid leukemia (AML) who are ≥75 years of age or unfit for intensive chemotherapy. The Breakthrough Therapy Designation is supported by data from a Phase II study of Pracinostat plus azacitidine in elderly patients with newly diagnosed AML, not candidates for induction chemotherapy, which showed a median overall survival of 19.1 months and a complete response (CR) rate of 42% (21 of 50 patients). These data compare favorably to a Phase III study of azacitidine (AZA-AML-001), which showed a median overall survival of 10.4 months with azacitidine alone and a CR rate of 19.5% in a similar patient population. The combination of Pracinostat and azacitidine was generally well tolerated, with no unexpected toxicities. The most common grade 3/4 treatment-emergent adverse events included febrile neutropenia, thrombocytopenia, anemia and fatigue.
About AML
Acute myeloid leukemia (also known as acute myelogenous leukemia) is the most common acute leukemia affecting adults, and its incidence is expected to continue to increase as the population ages. The American Cancer Society estimates about 20,830 new cases of AML per year in the U.S., with an average age of about 67 years. Treatment options for AML remain virtually unchanged for nearly 40 years. Front line treatment consists primarily of chemotherapy, while the National Comprehensive Cancer Network (NCCN) Clinical Practice Guidelines in Oncology recommend hypomethylating agents azacitidine or decitabine as low intensity treatment options for AML patients over the age of 60 who are unsuitable for induction chemotherapy.
About the Helsinn Group
Helsinn is a privately owned cancer supportive care pharmaceutical group with an extensive portfolio of marketed products and a broad development pipeline. Since 1976, Helsinn has been improving the everyday lives of patients, guided by core family values of respect, integrity and quality, through a unique integrated licensing business model working with long standing partners in pharmaceuticals, medical devices and nutritional supplement products. Helsinn is headquartered in Lugano, Switzerland, with operating subsidiaries in Ireland and the US, a representative office in China, as well as a product presence in about 90 countries globally.
In 2016, our 40th anniversary year, you can meet representatives from Helsinn at:
- ChemOutsourcing Conference (Parsippany, New Jersey, 19-21 September)
- CPhI Worldwide (Barcelona, Spain, 4-6 October)
- ESMO Congress (Copenhagen, Denmark, 7-11 October)
- BioEurope (Köln, Germany, 4-6 November)
For more information, please visit www.helsinn.com.
About MEI Pharma
MEI Pharma, Inc. (Nasdaq: MEIP) is a San Diego-based oncology company focused on the clinical development of novel therapies for cancer. The Company’s lead drug candidate is Pracinostat, a potential best-in-class, oral HDAC inhibitor that that has been granted Breakthrough Therapy Designation from the FDA in combination with azacitidine for the treatment of patients with newly diagnosed AML who are ≥75 years of age or unfit for intensive chemotherapy. MEI Pharma’s portfolio of drug candidates also includes ME-401, a highly selective oral PI3K delta inhibitor, and ME-344, a novel mitochondrial inhibitor. For more information, please visit www.meipharma.com.
MEI Pharma Forward-Looking Statements
Under U.S. law, a new drug cannot be marketed until it has been investigated in clinical studies and approved by the FDA as being safe and effective for the intended use. Statements included in this press release that are not historical in nature are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. You should be aware that our actual results could differ materially from those contained in the forward-looking statements, which are based on management’s current expectations and are subject to a number of risks and uncertainties, including, but not limited to, our failure to successfully commercialize our product candidates; costs and delays in the development and/or FDA approval, or the failure to obtain such approval, of our product candidates; uncertainties or differences in interpretation in clinical trial results; our inability to maintain or enter into, and the risks resulting from our dependence upon, collaboration or contractual arrangements necessary for the development, manufacture, commercialization, marketing, sales and distribution of any products; competitive factors; our inability to protect our patents or proprietary rights and obtain necessary rights to third party patents and intellectual property to operate our business; our inability to operate our business without infringing the patents and proprietary rights of others; general economic conditions; the failure of any products to gain market acceptance; our inability to obtain any additional required financing; technological changes; government regulation; changes in industry practice; and one-time events. We do not intend to update any of these factors or to publicly announce the results of any revisions to these forward-looking statements.
Mattress Firm Holding Corp. (“Mattress Firm” or the “Company”) (NASDAQ: MFRM), the nation’s largest mattress retailer, today announced that the Company and Steinhoff International Holdings N.V. (“Steinhoff”) (FRANKFURT: SNH) have entered into a definitive merger agreement under which Steinhoff will, subject to the successful consummation of a cash tender offer and satisfaction of other customary closing conditions, acquire Mattress Firm for $64.00 per share in cash, which represents a premium of 115% over the Company’s closing stock price of $29.74 on Friday, August 5, 2016. This represents a total equity value of approximately $2.4 billion and an enterprise value of approximately $3.8 billion, including net debt. The merger agreement, which has been unanimously approved by the Mattress Firm board of directors and the management and supervisory boards of Steinhoff, will create the world’s largest multi-brand mattress retail distribution network.
Pursuant to the terms of the merger agreement, a wholly owned subsidiary of Steinhoff will commence a tender offer to purchase the outstanding shares of Mattress Firm common stock at a price of $64.00 per share in cash. The acquisition is expected to close by or around the end of the third calendar quarter, subject to regulatory approvals, and satisfaction of a majority tender condition and other customary closing conditions. The transaction is not subject to any financing condition.
At the close of the transaction, Mattress Firm will operate as a subsidiary of Steinhoff from Mattress Firm’s current headquarters in Houston, Texas. Both Steve Stagner, executive chairman and chairman of the board of Mattress Firm, and Ken Murphy, president and CEO of Mattress Firm, will remain in their positions with Mr. Stagner also joining Steinhoff’s executive committee.
“The Mattress Firm board believes that the transaction provides significant value to our stockholders through the premium to our share price and the immediate liquidity at closing, while giving Mattress Firm an ideal partner with a proven track record in the complete mattress supply chain including the retail and manufacture of mattresses,” said Mr. Stagner. “This expertise will complement our diverse selection of products provided by our valuable partners. Steinhoff’s management team shares our vision for the growth and expansion of Mattress Firm and, as such, we believe they are the right long-term partner for our customers, employees, suppliers and other stakeholders.”
“Today’s announcement marks an exciting new chapter for Mattress Firm that will open up future opportunities for our employees, our customers and our business partners,” said Mr. Murphy. “We remain focused on our long-term strategy to build a national chain under one banner in the U.S. and we will continue activating and unlocking the true power of all of the assets we have assembled to truly become the preferred choice for better sleep.”
Steinhoff is an integrated retailer that manufactures, sources and sells furniture, household goods and clothing in Europe, Africa and Australasia. They operate more than 40 brands in 30 countries. Steinhoff has a primary listing on the Frankfurt Stock Exchange and a secondary listing on the Johannesburg Stock Exchange.
“The boards of Steinhoff and its management team are enthusiastic about the opportunities this transaction creates,” said Markus Jooste, CEO of Steinhoff. “This transaction will allow Steinhoff to not only enter the U.S. market with an industry leading partner and a national supply chain, but it will also expand Steinhoff’s global market reach in the core product category of mattresses. The Mattress Firm brand and speciality retail concept are a strong complement to the Steinhoff group retail brand portfolio in the many geographies where the group operates.
“Steinhoff recognizes the strength of Mattress Firm’s experienced and entrepreneurial management team and its proven track record of delivering growth, profitability and leadership in the U.S. retail mattress market. We look forward to welcoming Mattress Firm employees to be part of the one of the world’s leading multi-format retailers.”
Strategic Rationale
- Mattress Firm is the leading mattress retailer in the fragmented U.S. household goods market
- More than 3,500 stores in 48 states with 2015 pro forma sales of $3.5 billion
- Best-in-class distribution network with 75 distribution centers across the U.S.
- Creates the world’s largest multi-brand mattress retail distribution network
- Experienced Mattress Firm management team with a proven track record of integrating acquisitions in the U.S. market
- Strong recurring free cash flow and low maintenance capex needs
- Enhances Steinhoff’s free cash flow generation over time
- Leverages Steinhoff’s global sourcing capabilities with additional economies of scale
- Attractive U.S. market with high disposable consumer income
- Further diversification of Steinhoff’s European and African operations
Advisors
Barclays acted as exclusive financial advisor to Mattress Firm and provided a fairness opinion to the Company. Ropes & Gray LLP acted as legal counsel to Mattress Firm in connection with the transaction. Linklaters LLP acted as legal counsel to Steinhoff in connection with the transaction.
Forward-looking Statements
This press release contains forward-looking statements regarding Mattress Firm, including, but not limited to, statements related to the anticipated consummation of the tender offer by Steinhoff for Mattress Firm common stock and the timing and benefits thereof, and estimated future financial results, regulatory submissions and performance of Mattress Firm’s business in mattresses and related products and accessories, as well as other statements that are not historical facts. These forward-looking statements are based on the Company’s current expectations and inherently involve significant risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to Steinhoff’s ability to complete the transaction on the proposed terms and schedule, including risks and uncertainties related to the satisfaction of closing conditions such as, without limitation, Mattress Firm stockholders not tendering shares in the tender offer; the possibility that competing offers will be made; that a material adverse effect occurs with respect to Mattress Firm; disruption from the proposed acquisition, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; the outcome of legal proceedings that may be instituted against Mattress Firm and/or others related to the proposed transaction and those other risks detailed under the caption “Risk Factors” and elsewhere in Mattress Firm’s U.S. Securities and Exchange Commission (“SEC”) filings and reports, including in Mattress Firm’s Quarterly Report on Form 10-Q for the quarter ended May 3, 2016 and Annual Report on Form 10-K for the year ended February 2, 2016, which are filed with the SEC. Mattress Firm cautions investors not to place considerable reliance on the forward-looking statements contained in this communication. Mattress Firm undertakes no duty or obligation to update any forward-looking statements contained in this press release as a result of new information, future events or changes in its expectations.
Additional Information Regarding the Transaction and Where to Find It
The tender offer described here, which has not yet commenced, will be made for the common stock, par value $0.01 per share, of Mattress Firm. This announcement is not a recommendation, an offer to purchase or a solicitation of an offer to sell shares of Mattress Firm stock. Neither Steinhoff nor any of its wholly owned subsidiaries has commenced the above-referenced tender offer. Upon commencement of the tender offer, Steinhoff, Stripes US Holding, Inc. and Stripes Acquisition Corp. will file with the SEC a Tender Offer Statement on Schedule TO. Following commencement of the tender offer, Mattress Firm will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9. Stockholders are urged to read the Tender Offer Statement Offer (including the offer to purchase, a related letter of transmittal and other offer documents) and the Solicitation/Recommendation Statement on Schedule 14D-9 when such documents become available, as they will contain important information, including the terms and conditions of the tender offer. Stockholders can obtain these documents when they are filed and become available free of charge from the SEC’s website at http://www.sec.gov, or from Mattress Firm upon written request to Secretary, Mattress Firm Holding Corp., 5815 Gulf Freeway, Houston, Texas 77023, telephone number (713) 923-1090 or from Mattress Firm’s website, http://ir.mattressfirm.com. Such materials filed by Steinhoff will also be available for free at Steinhoff’s website, http://www.steinhoff.com.
About Steinhoff International Holdings N.V.
Steinhoff International Holdings N.V. (“Steinhoff”) is a leading retailer that manufactures, sources and retails furniture, household goods and clothing in Europe, Africa and Australasia. Retail operations are positioned towards value conscious consumer segments, providing them with affordable products through a vertically integrated supply chain. Steinhoff operates more than 40 brands through 6,500 stores. Steinhoff employs over 100,000 people and has a presence in 30 countries worldwide. Founded in 1964, the company is traded on the Frankfurt Stock Exchange (FSE) and Johannesburg Stock Exchange (JSE) and headquartered in Stellenbosch, South Africa.
About Mattress Firm Holding Corp.
With more than 3,500 company-operated and franchised stores across 48 states, Mattress Firm Holding Corp. (NASDAQ: MFRM) has the largest geographic footprint in the United States among multi-brand mattress retailers. Founded in 1986, Houston-based MFRM is the nation’s leading specialty bedding retailer with over $3.5 billion in pro forma sales in 2015. MFRM, through its brands including Mattress Firm, Sleepy’s and Sleep Train, offers a broad selection of both traditional and specialty mattresses, bedding accessories and other related products. More information is available at www.mattressfirm.com. The Company’s website is not part of this release.
Steinhoff Contact:
Mariza Nel, +27 (0)21 808 0711 (Investor Relations)
Director, Corporate Services
or
Mattress Firm Investor Relations Contact:
Scott McKinney, +1-713-328-3417
Vice President of Investor Relations
ir@MattressFirm.com
or
Mattress Firm Media Contact:
Jackson Spalding
Erica Martinez, +1-214-269-4404
emartinez@jacksonspalding.com