A regulatory change decades in the making may finally be approaching — and for small and microcap public companies, the implications could be significant.
The Securities and Exchange Commission is preparing a proposal that would make quarterly earnings reporting optional, allowing public companies to instead report financial results twice per year. The proposal, which could be published as early as April, is currently in discussions between the SEC and major stock exchanges regarding how listing rules would need to adjust. Once published, it will enter a public comment period of at least 30 days before the SEC votes on the rule.
SEC Chairman Paul Atkins and President Donald Trump have both voiced support for the shift. Trump first raised the idea during his first term in 2018, arguing that semiannual reporting would reduce short-term thinking and cut the administrative costs burdening public companies. That argument has only gained traction since. The quarterly treadmill — preparing financial statements, coordinating with auditors, hosting earnings calls — runs on a near-constant cycle for CFOs at small public companies, consuming resources that lean teams at microcap firms can ill afford.
For larger companies with dedicated investor relations departments and deep finance teams, quarterly reporting is manageable. For a $200 million market cap company with 50 employees, it can feel like a full-time job. Supporters of the proposed change argue this compliance burden is one of the key reasons why many companies choose to stay private longer — or simply never go public at all. A semiannual reporting structure could lower the bar to entry for the public markets and broaden the investable universe of small and microcap stocks.
The EU and the UK both moved to semiannual mandatory reporting roughly a decade ago. Notably, many companies in both markets continued reporting quarterly by choice — suggesting the market itself can enforce disclosure standards even without a regulatory mandate. That precedent is likely to be a central argument for U.S. adoption.
The opposition is real, however. Critics argue that less frequent disclosures reduce market transparency, create wider informational gaps between company insiders and retail investors, and could increase volatility around the two annual reporting windows. For microcap stocks — where information asymmetry is already higher and trading volumes are lower — a six-month gap between financial updates raises legitimate concerns about price discovery.
There’s also the question of what “optional” really means in practice. Institutional investors and analysts who cover microcap names expect regular data. Companies that choose semiannual reporting may find themselves at a disadvantage in terms of analyst coverage and institutional interest, particularly if peers in the same sector continue reporting quarterly. In other words, the market may continue enforcing the quarterly standard even if the SEC doesn’t.
What’s clear is that this proposal has direct implications for the small and microcap space — more so than for any other segment of the public markets. The cost-benefit calculation is most acute at smaller companies, and the potential to attract more issuers to the public markets is a legitimate upside worth monitoring.
The SEC’s formal proposal is expected to follow soon. For issuers, investors, and advisors in the small and microcap space, the comment period will be the time to shape what this change actually looks like in practice.
The Federal Reserve held its benchmark interest rate unchanged Wednesday, keeping the federal funds rate in the range of 3.5% to 3.75% as policymakers assess a shifting economic landscape shaped by elevated energy prices, a resilient growth outlook, and ongoing uncertainty tied to the conflict in the Middle East. The decision marks the second consecutive hold this year, with officials maintaining their projection of one rate cut in 2026 — consistent with guidance issued in December.
The vote was split. Fed Governor Stephen Miran dissented in favor of an immediate quarter-point reduction, reflecting the diversity of views inside the central bank as policymakers weigh competing signals from inflation data, labor markets, and geopolitical developments.
For the first time, the Fed formally acknowledged the war in Iran as an economic variable, stating that “the implications of developments in the Middle East for the U.S. economy are uncertain.” The acknowledgment signals that policymakers are actively monitoring the conflict’s impact on energy prices and supply chains as they assess the timing and pace of future policy adjustments.
Inflation forecasts were revised modestly higher as a result. Officials now see headline inflation at 2.7% for 2026, up from a prior estimate of 2.4%, and core inflation — which excludes food and energy — at 2.7% versus the previous 2.5% projection. While inflation remains above the Fed’s 2% target, the central bank’s updated projections also reflect a more optimistic view of overall economic growth, suggesting policymakers see the current environment as manageable rather than alarming.
In a constructive revision, the Fed raised its GDP growth forecast to 2.4% for 2026, up from 2.3% previously, reflecting continued economic momentum. The unemployment rate projection held steady at 4.4% — a level historically consistent with a healthy labor market.
Month-to-month payroll data has been choppy — January posted a gain of 126,000 jobs followed by a decline of 92,000 in February — but the unemployment rate has remained largely stable throughout the swing, which Fed officials noted as a point of continuity. Policymakers are watching incoming data closely before drawing conclusions about the labor market’s direction.
The Fed’s steady-hand approach offers a degree of predictability that markets and businesses can plan around. With one rate cut still projected for 2026, the path toward monetary easing remains intact — even if the timeline is data-dependent. For small and microcap companies, the key takeaway is that the cost of capital environment, while elevated, appears to be stabilizing rather than tightening further.
The breadth of opinion inside the Fed — ranging from no cuts to as many as four this year — reflects genuine debate rather than consensus pessimism, and leaves room for the policy outlook to shift as energy markets and labor data evolve through the year.
Adding another dimension to the Fed’s near-term story: Chair Jerome Powell’s term expires May 15, and his nominated successor Kevin Warsh awaits Senate confirmation. The transition is unfolding against a complex political backdrop, but the Fed’s institutional framework and data-driven decision-making process are expected to remain intact regardless of timing.
The direction of travel on rates is still lower. The question is when.
WEST CHICAGO, Ill., March 18, 2026 /PRNewswire/ — Titan International, Inc. (NYSE: TWI) (“Titan” or the “Company”), a leading global manufacturer of off-highway wheels, tires, assemblies, and undercarriage products, today announced a decision to consolidate production within its North American manufacturing footprint, which will result in the closure of its manufacturing facility in Jackson, Tennessee by the end of October 2026.
The Company expects production currently performed in Jackson to be transitioned to other existing Titan facilities over the coming months. This action is part of Titan’s ongoing efforts to optimize its manufacturing footprint and improve capacity utilization.
“The decision to consolidate production and close the Jackson facility is difficult knowing the impact it has on our team members and their families,” said Paul Reitz, President and CEO of Titan International. “Titan continues to take deliberate actions to improve its operating efficiency while maintaining the flexibility and scale required to serve our customers.”
The closure of the Jackson, TN facility will impact approximately 140 people and Titan is committed to supporting affected employees through this transition. The Company will work closely with local leadership and provide assistance to impacted team members, including severance, benefits continuation and job placement support. The Company will continue to operate a robust network of manufacturing facilities across North America to support its customers across outdoor power equipment, powersports, agriculture, construction, earthmoving, and other off‑highway end markets.
About Titan: Titan International, Inc. (NYSE: TWI) is a leading global manufacturer of off-highway wheels, tires, assemblies, and undercarriage products. Headquartered in West Chicago, Illinois, the company globally produces a broad range of products to meet the specifications of original equipment manufacturers (OEMs) and aftermarket customers in the agricultural, earthmoving/construction, and consumer markets. For more information, visit www.titan-intl.com.
CHARLOTTE, N.C., March 18, 2026 (GLOBE NEWSWIRE) — NN, Inc. (“NN” or the “Company”) (NASDAQ: NNBR), a global diversified industrial company that engineers and manufactures high-precision components and assemblies with six sigma quality, today provided an update on its growing presence in the data center market, a key targeted growth market for the Company.
NN has secured multiple new awards with a leading global provider of AI infrastructure and data center computing equipment. As this industry moves into liquid cooled equipment, it transitions into a natural market for NN. AI reasoning racks are based on an industry-leading chip that requires liquid cooling, and NN has secured liquid cooling positions on these AI reasoning racks which will be installed in the US for AI cloud computing. NN’s existing liquid management products precisely fit the requirements of these applications, and the demanding performance and quality requirements of AI data center and cloud customers are a direct use of the Company’s existing capabilities. Furthermore, next generation computing designs require even higher power use and even higher heat generation, which will lead to next-generation liquid-cooled computing systems and components. The Company can already make products that are advanced beyond today’s requirements. NN has delivered six sigma quality, micron-level tolerance parts for combustion engines for decades. The Company’s decades of global experience and footprint are directly applicable to this new area.
Harold Bevis, President and Chief Executive Officer of NN, Inc., commented, “The liquid-cooled data center market is one of the Company’s new end markets that it is pursuing along with medical, defense and electronics, and electric grid components. The AI data center market fits precisely into NN’s decades of know-how in fluid management and six sigma quality levels. For NN, it is a strategic and straightforward application of existing know-how with managing gas, diesel and hydraulic fluids and applying that know-how to managing cooling fluids. The material science and technical requirements are extremely similar. As we say ‘never leak, never fail’. We have been doing this successfully for decades as a leading global provider of ‘never leak, never fail’ parts that go into vehicle solutions around the world. Our reputation covers billions of parts made over several decades with many customers. We step into this arena as a formidable competitor from Day 1.”
“We have won a multi-year set of awards which is leading NN to invest in a large installation of 17 next-generation high-speed, high-precision CNC machines that will meet and exceed these requirements. This expansion and ramp up is happening now across 2026. These machines will add to NN’s portfolio of over 100 of these similar machines already in-house. We can do this type of production in the US, China, Europe, and South America. This is a gateway strategic win for NN globally. The AI data center expansion for cloud providers is happening globally. This is a multi-billion market that is hyper scaling now, and these computing racks are the hardware behind the expanding use of AI and cloud computing. Financially, these wins fit within NN’s guidance for achieving $70 to $80 million of accretive new business during 2026. These wins contribute to achieving that goal globally.”
“NN is intentionally shifting its business mix into non-automotive, higher-growth, higher-margin markets. The data center AI reasoning computing approaches use a high amount of power and generate a high level of heat. Liquid cooling and cooling fluid management are vital to the success of these approaches, and NN is an expert at handling fluids under these 24/7 operating conditions. The series of wins that NN is announcing today validates that the Company’s capabilities are directly applicable to these customers and this market. ‘Never leak, never fail’. This is precisely the type of accretive, high-value business that we have been intentionally pursuing as part of our ongoing revenue transformation, and we believe it positions NN for a better future with sustained top line growth and continued margin expansion. We are actively prospecting with other AI reasoning and data center equipment providers. Additionally, the fast-charge Electric Vehicle recharging approaches have the same basic issue; they use a lot of power and quickly create a lot of heat, and liquid cooling approaches are coming to this market as well. NN’s products also fit these requirements.”
Rob Esch, NN’s CTO of Machined Parts, said, “Data center and AI infrastructure customers demand above all else precision, reliability, and a supplier with the deep technical know-how to repetitively deliver manufacturing solutions at scale, and that is exactly what NN brings to the table. Our decades of expertise in high-precision machining, six sigma quality, the use of advanced materials, and our well-developed manufacturing methods for precise fluid management give NN a genuine and differentiated capability to serve this market. We can already meet the stringent performance requirements of liquid-cooled computing architectures. As NN builds its capabilities and reputation in this market, we are poised to flex our technical know-how to continue winning next-generation programs with the world’s leading AI hardware developers and hyperscalers. It is a global phenomenon, and we are organized globally for technical product management, and thus we see this happening in multiple markets. It is very exciting and we bring real value to this market and these customers.”
ABOUT NN
NN, Inc., a global diversified industrial company, combines advanced engineering and production capabilities with in-depth materials science expertise to design and manufacture high-precision components and assemblies for a variety of markets on a global basis. Headquartered in Charlotte, North Carolina, NN has facilities in North America, Europe, South America, and China. For more information about the Company and its products, please visit www.nninc.com.
Forward-Looking Statements
This press release contains express and implied forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding NN’s pursuit of new end markets, NN’s competitive position in the data center market, the success of NN’s investments to meet the requirements of awarded business, and expected new business wins for 2026 and other statements that are not historical facts. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “growth,” “guidance,” “intend,” “may,” “will,” “possible,” “potential,” “predict,” “project”, “trajectory” or other similar words, phrases or expressions. Forward-looking statements involve a number of risks and uncertainties that are outside of management’s control and that may cause actual results to be materially different from such statements. Such factors include, among others, general economic conditions and economic conditions in the industrial sector; material changes in the costs and availability of raw materials; the level of our indebtedness; our ability to secure, maintain or enforce patents or other appropriate protections for our intellectual property; and cyber liability or potential liability for breaches of our or our service providers’ information technology systems or business operations disruptions. The foregoing factors should not be construed as exhaustive and should be read in conjunction with the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s filings made with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict their occurrence or how they will affect the Company. The Company qualifies all forward-looking statements by these cautionary statements.
Investor Relations: Joseph Caminiti or Abe Plimpton NNBR@alpha-ir.com 312-445-2870
March 17, 2026 – Limassol, Cyprus – GDEV Inc. (Nasdaq: GDEV), an international gaming and entertainment company (“GDEV” or the “Company”), today announced that Andrey Fadeev, Chief Executive Officer and Chairman of the Board of Directors, has notified the Company of his purchase of 2,730,384 GDEV ordinary shares from Boris Gertsovskiy, co-founder and former director of the Company, in a private transaction.
Following the transaction, Mr. Fadeev beneficially owns 6,709,391 GDEV ordinary shares, representing 37.0% of the Company’s issued and outstanding shares as of December 31, 2025. Mr. Gertsovskiy has divested himself of the entirety of his remaining shareholding in the Company. At the time of the transaction, Mr. Gertsovskiy did not hold any position of employment (including as a director or officer) at GDEV Inc.
The transaction was conducted by Mr. Fadeev solely in a personal capacity and is not connected with his role as Chief Executive Officer and/or Chairman of the Company. The Company was not a party to the transaction and did not act in concert with Mr. Fadeev in any manner in relation thereto.
About GDEV Inc.
GDEV is a gaming and entertainment holding company, focused on development and growth of its franchise portfolio across various genres and platforms. With a diverse range of subsidiaries including Nexters, Cubic Games, Royal Ark, Game Gears, Light Hour Games among others, GDEV strives to create games that will inspire and engage millions of players for years to come. Its franchises, such as Hero Wars, Island Hoppers, Pixel Gun 3D, Zombie Miner and others have accumulated over 550 million installs and $2.7 billion of bookings worldwide. For more information, please visit www.gdev.inc
Contacts:
Investor Relations Roman Safiyulin | Chief Corporate Development Officer investor@gdev.inc
The Company recently announced an exclusive distribution agreement with Innomedica CCB S.A. for its Kinesiology Line, AVERSA products and Mosquito repellent patches
ORLANDO, Fla., March 18, 2026 (GLOBE NEWSWIRE) — Nutriband Inc. (NASDAQ: NTRB) (NASDAQ: NTRBW) today announced that The Costa Rica Ministry of Health has approved the Company’s line of Kinesiology Tapes for import and Sale. Innomedica CCB, the company’s exclusive distribution partner for Costa Rica oversaw and financed the regulatory approval process.
The Company, partnering with Innomedica plans to begin ramping up marketing efforts for these products and its mosquito repellant patch line following this latest approval.
About AVERSA™ Abuse-Deterrent Transdermal Technology
Nutriband’s AVERSA™ abuse-deterrent transdermal technology incorporates aversive agents into transdermal patches to prevent the abuse, diversion, misuse, and accidental exposure of drugs with abuse potential. The AVERSA™ abuse-deterrent technology has the potential to improve the safety profile of transdermal drugs susceptible to abuse, including opioids and stimulant drugs, while making sure that these drugs remain accessible to those patients who really need them. The technology is covered by a broad intellectual property portfolio with patents granted in the United States, Europe, Japan, Korea, Russia, China, Canada, Mexico, and Australia.
About Nutriband Inc.
We are primarily engaged in the development of a portfolio of transdermal pharmaceutical products. Our lead product under development is an abuse-deterrent fentanyl patch incorporating our AVERSA™ abuse-deterrent technology. AVERSA™ technology can be incorporated into any transdermal patch to prevent the abuse, misuse, diversion, and accidental exposure of drugs with abuse potential.
The Company’s website is www.nutriband.com. Any material contained in or derived from the Company’s websites or any other website is not part of this press release.
Forward-Looking Statements
Certain statements contained in this press release, including, without limitation, statements containing the words ‘’believes,” “anticipates,” “expects” and words of similar import, constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve both known and unknown risks and uncertainties. The Company’s actual results may differ materially from those anticipated in its forward-looking statements as a result of a number of factors, including those including the Company’s ability to develop its proposed abuse-deterrent fentanyl transdermal system and other proposed products, its ability to obtain patent protection for its abuse technology, its ability to obtain the necessary financing to develop products and conduct the necessary clinical testing, its ability to obtain Federal Food and Drug Administration approval to market any product it may develop in the United States and to obtain any other regulatory approval necessary to market any product in other countries, including countries in Europe, its ability to market any product it may develop, its ability to create, sustain, manage or forecast its growth; its ability to attract and retain key personnel; changes in the Company’s business strategy or development plans; competition; business disruptions; adverse publicity and international, national and local general economic and market conditions and risks generally associated with an undercapitalized developing company, as well as the risks contained under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s periodic and current reports on Form 10-K, Forms 10-Q and 8-K and the Company’s other filings with the Securities and Exchange Commission. Except as required by applicable law, we undertake no obligation to revise or update any forward-looking statements to reflect any event or circumstance that may arise after the date hereof.
Dr. Christian Lunetta to Present “From PARADIGM to PARAGON: Advancing PrimeC for ALS through Phase 2 Clinical and Biomarker Insights toward a Global Phase 3 Trial”
CAMBRIDGE, Mass., March 18, 2026 /PRNewswire/ — NeuroSense Therapeutics Ltd. (NASDAQ: NRSN) (“NeuroSense”), a late-stage clinical biotechnology company focused on developing disease-modifying treatments for neurodegenerative diseases, today announced that Dr. Christian Lunetta will present new data and insights on the development of PrimeC, the company’s investigational therapy for amyotrophic lateral sclerosis (ALS), at the AD/PD™ 2026 International Conference on Alzheimer’s and Parkinson’s Diseases and Related Neurological Disorders, to be held in Copenhagen, Denmark, on March 19, 2026.
Dr. Lunetta’s presentation, titled “From PARADIGM to PARAGON: Advancing PrimeC for ALS through Phase 2 Clinical and Biomarker Insights toward a Global Phase 3 Trial,” will take place during the symposium “Mechanisms and Therapeutics in the ALS-FTD Spectrum (SOD-1, TDP-43, C9ORF72 and TMEM106B).”
The presentation will review key clinical and biomarker findings from the Phase 2b PARADIGM trial, which evaluated PrimeC in people living with ALS. The data provide important insights into disease mechanisms and treatment effects that helped inform the design of the company’s global Phase 3 PARAGON trial, currently being advanced to further evaluate PrimeC’s safety and efficacy.
“ALS is one of the most complex neurodegenerative diseases, and advancing therapeutic development requires the integration of rigorous clinical research with deeper biological insight,” said Dr. Christian Lunetta. “The clinical findings emerging from the PARADIGM trial, together with the expanding biomarker analyses, provide an important scientific foundation as we advance toward the PARAGON Phase 3 study. I look forward to sharing these results with the scientific community at AD/PD 2026 and to contributing, together with fellow investigators, to the next stage of clinical development as we work to advance meaningful therapeutic options for people living with ALS.”
“We are deeply appreciative of Dr. Lunetta’s role in presenting these findings and of his contribution as part of the clinical investigator community behind this work,” said Dr. Shiran Zimri, NeuroSense VP of Research and Development and Canada Country Lead. “The timing of this presentation, coming just days after the publication of the PARADIGM results in JAMA Neurology and at such a highly regarded scientific forum, is especially meaningful. It creates a unique moment where robust, peer-reviewed data can immediately be brought into scientific exchange and critical discussion. For us, this is not only about sharing results, but about engaging the field in a deeper understanding of the clinical and biomarker insights from PARADIGM as we advance with urgency toward our global Phase 3 PARAGON study.”
The PARAGON Phase 3 trial is planned as a multinational, randomized, double-blind, placebo-controlled study designed to further evaluate PrimeC’s potential to slow disease progression in people living with ALS.
NeuroSense continues active engagement with regulatory authorities to advance PrimeC toward potential marketing authorization.
About NeuroSense
NeuroSense Therapeutics is a clinical-stage biotechnology company focused on discovering and developing treatments for patients suffering from debilitating neurodegenerative diseases. NeuroSense believes that these diseases, which include amyotrophic lateral sclerosis (ALS), Alzheimer’s disease and Parkinson’s disease, among others, represent one of the most significant unmet medical needs of our time, with limited effective therapeutic options available for patients to date. Due to the complexity of neurodegenerative diseases and based on strong scientific research on a large panel of related biomarkers, NeuroSense’s strategy is to develop combined therapies targeting multiple pathways associated with these diseases.
For additional information, we invite you to visit our website and follow us on LinkedIn, YouTube and X. Information that may be important to investors may be routinely posted on our website and these social media channels.
About PrimeC
PrimeC, NeuroSense’s lead drug candidate, is a novel extended-release oral formulation composed of a unique fixed-dose combination of two FDA-approved drugs: ciprofloxacin and celecoxib. PrimeC is designed to synergistically target several key mechanisms of ALS and AD, that contribute to neuron degeneration, inflammation, iron accumulation and impaired ribonucleic acid (“RNA”) regulation to potentially inhibit the progression of ALS and AD.
About ALS
Amyotrophic lateral sclerosis (“ALS”) is an incurable neurodegenerative disease that causes complete paralysis and death within 2-5 years from diagnosis. Every year, more than 5,000 people are diagnosed with ALS in the U.S. alone, with an annual disease burden of $1 billion. The number of people living with ALS is expected to grow by 24% by 2040 in the U.S. and EU.
Forward-Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on NeuroSense Therapeutics’ current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict and include statements regarding the timing of regulatory filings, meetings and regulatory decisions. Further, certain forward-looking statements, including statements regarding future development of PrimeC, are based on assumptions as to future events that may not prove to be accurate. The future events and trends may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward looking statements. These risks include the uncertainty regarding outcomes and the timing of current and future clinical trials; the risk the PrimeC will not advance towards later-stage development, timing for reporting data, including from the study of PrimeC in Alzheimer’s disease; that the study will not be successful; the ability of NeuroSense to remain listed on Nasdaq; and other risks and uncertainties set forth in NeuroSense’s filings with the Securities and Exchange Commission (SEC). You should not rely on these statements as representing our views in the future. More information about the risks and uncertainties affecting NeuroSense is contained under the heading “Risk Factors” in the Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 7, 2025 and NeuroSense’s subsequent filings with the SEC. Forward-looking statements contained in this announcement are made as of this date, and NeuroSense undertakes no duty to update such information except as required under applicable law.
Tender Offer Made in Connection with Parties’ Pending Business Combination Expected to Close Early in the Second Quarter
HOUSTON and SEATTLE, March 18, 2026 (GLOBE NEWSWIRE) — Saltchuk Resources, Inc. (the “Offeror”) and Great Lakes Dredge & Dock Corporation (NASDAQ:GLDD) (the “Company”) announced that the Offeror has commenced a cash tender offer (the “Tender Offer”) for any and all of the Company’s 5.25% Senior Notes due 2029 (the “Notes”).
In conjunction with the Tender Offer, the Offeror is soliciting (the “Consent Solicitation”) consents (each, a “Consent” and, collectively, the “Consents”) from holders of the Notes (each, a “Holder” and, collectively, the “Holders”) to amend certain provisions (the “Proposed Amendments”) of the indenture, dated as of May 25, 2021 (as supplemented from time to time prior to the date hereof, the “Indenture”), between Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), the Company and the subsidiary guarantors party thereto, under which the Notes were issued. In order for the Proposed Amendments to be approved with respect to the Notes, Holders of a majority in principal amount of the outstanding Notes must consent to the Proposed Amendments (the “Requisite Consents”). If the Requisite Consents with respect to the Notes are received, the Proposed Amendments would, among other things, eliminate substantially all of the restrictive covenants, eliminate certain events of default and modify certain redemption notice requirements with respect to the Notes.
Holders may not tender their Notes without delivering their Consents pursuant to the Consent Solicitation and may not deliver Consents without tendering their Notes pursuant to the Tender Offer. The terms and conditions of the Tender Offer and Consent Solicitation are described in an Offer to Purchase and Consent Solicitation Statement, dated March 18, 2026 (the “Offer to Purchase and Consent Solicitation Statement”). Capitalized terms used herein, but not otherwise defined, have the meanings ascribed to such terms in the Offer to Purchase and Consent Solicitation Statement.
Upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, the Offeror will pay to each Holder who validly tenders (and does not validly withdraw) their Notes and validly delivers (and does not validly revoke) Consents on or prior to 5:00 P.M., New York City time, on March 31, 2026, unless extended or earlier terminated (such date and time, as the same may be extended, the “Early Tender Deadline”), an amount in cash equal to the Tender Offer Consideration, plus the Early Tender Payment for the Notes (as described in the table below and in the Offer to Purchase and Consent Solicitation Statement) on the Early Settlement Date or Final Settlement Date, as applicable (each of which is defined below and either of which may be referred to herein as a “Settlement Date”), if such Notes are accepted for purchase by the Offeror. Tendered Notes may be withdrawn any time on or prior to 5:00 P.M., New York City time, on March 31, 2026 (such date and time, as the same may be extended, the “Withdrawal Deadline”) but not thereafter. Holders who validly tender their Notes and validly deliver Consents after the Early Tender Deadline but on or prior to the Expiration Time (as defined below) will be entitled to receive the Tender Offer Consideration (as described in the table below and in the Offer to Purchase and Consent Solicitation Statement) but not the Early Tender Payment on the Final Settlement Date, if such Notes are accepted for purchase.
In addition to the Tender Offer Consideration or the Total Consideration (as described in the table below), as applicable, such Holders will also receive accrued and unpaid interest on the Notes that the Offeror accepts for purchase in the Tender Offer up to, but excluding, the applicable Settlement Date (“Accrued Interest”).
The following table summarizes the material pricing terms of the Tender Offer.
The Tender Offer and Consent Solicitation are scheduled to expire at 5:00 P.M., New York City time, on April 15, 2026, unless extended or earlier terminated by the Offeror in its sole discretion (such date and time, as the same may be extended, the “Expiration Time”). If, as anticipated, the Offeror’s pending Equity Offer (as defined below) is consummated prior to the Expiration Time, the Offeror may, in its sole discretion, accept for purchase the Notes that have been validly tendered and not validly withdrawn on or prior to the Early Tender Deadline at or promptly following the consummation of the Equity Offer (the “Early Settlement Date”). If the Offeror elects to schedule an Early Settlement Date, the Offeror will provide a notice of such date by press release or other public announcement. If the Equity Offer is not consummated prior to the Expiration Time, there will be no Early Settlement Date. The Offeror expects to accept for purchase the Notes validly tendered and not validly withdrawn on or prior to the Expiration Time promptly following the Expiration Time (the “Final Settlement Date”), subject to the satisfaction of all conditions to the Tender Offer and Consent Solicitation. In the event that the Equity Offer is not consummated prior to the Expiration Time, the Offeror intends to extend the Expiration Time.
Pending Business Combination and Financing Transactions
The Tender Offer and the Consent Solicitation are being made in connection with, and are expressly conditioned upon the closing of, the acquisition of the Company pursuant to the Agreement and Plan of Merger, dated February 10, 2026 (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among the Company, the Offeror, and Huron MergeCo., Inc., a Delaware corporation and wholly owned subsidiary of the Offeror (the “Acquisition Sub”). Pursuant to the terms and conditions of the Merger Agreement, Acquisition Sub commenced a tender offer (the “Equity Offer”) on March 4, 2026 to purchase all of the outstanding shares of common stock, par value $0.0001 per share, of the Company (“Company Common Stock”), for $17.00 per share of Company Common Stock, net to the seller thereof in cash, without interest, subject to any required tax withholdings (subject to the conditions described in the offer to purchase filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 4, 2026, by the Offeror and Acquisition Sub (together with any amendments or supplements thereto, the “Equity Offer to Purchase”). The Merger Agreement also provides that, as soon as practicable on the same business day that Acquisition Sub irrevocably accepts for payment all shares of Company Common Stock that are validly tendered (and not validly withdrawn) pursuant to the Equity Offer, or at another date mutually agreed upon by the Company, the Offeror and Acquisition Sub, upon the terms and subject to the conditions set forth in the Merger Agreement, Acquisition Sub will be merged with and into the Company (the “Merger” and, collectively with the Equity Offer, the “Acquisition Transactions”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of the Offeror.
The Offeror and the Company expect (i) to close the Acquisition Transactions early in the second quarter of 2026, subject to the satisfaction (or, to the extent permitted, waiver) of the conditions set forth in the Merger Agreement, and (ii) the Early Settlement Date to occur on or about the closing date of the Acquisition Transactions, as more fully described in the Offer to Purchase and Consent Solicitation Statement. Assuming the satisfaction or waiver of the conditions to the Equity Offer and the Merger Agreement, the Acquisition Transactions are currently scheduled to close on April 1, 2026. The closing of the Acquisition Transactions is not conditioned on (i) any minimum amount of Notes being tendered, (ii) the receipt of the Requisite Consents or (iii) the closing of the Tender Offer or the Consent Solicitation.
The Offeror intends to finance the cash consideration for the Acquisition Transactions, the refinancing of certain of its existing indebtedness, the discharge of the Notes, and certain related transaction expenses using available cash and either the proceeds of borrowings under the New Credit Agreement (as defined below) or a combination of the Offeror’s existing credit facilities and the proceeds from borrowings under the Bridge Facility (as defined below).
Certain lenders, including an affiliate of the Dealer Manager, have agreed to enter into new senior unsecured credit facilities, which are expected to be provided in the form of either (i) a fully committed, senior unsecured bridge term loan facility (the “Bridge Facility”) or (ii) a new senior unsecured credit agreement (the “New Credit Agreement” and, together with the Bridge Facility, the “New Senior Credit Facilities”) providing for (x) a five-year $1.5 billion revolving credit facility and (y) a five-year $1.25 billion term loan facility.
General Information
The Offeror’s obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn and to accept accompanying Consents validly delivered and not validly revoked pursuant to the Tender Offer and Consent Solicitation is conditioned upon the following having occurred or having been waived by the Offeror: (1) the consummation of the Equity Offer on the terms and conditions set forth in the Merger Agreement and Equity Offer to Purchase, and (2) the satisfaction of the General Conditions described in the Offer to Purchase and Consent Solicitation Statement. In addition, our obligation to accept Consents that have been validly delivered and not validly revoked pursuant to the Consent Solicitation is further conditioned upon supplemental conditions described in the Offer to Purchase and Consent Solicitation Statement. There can be no assurance that the Tender Offer or the Consent Solicitation will be consummated. The Offeror may amend, extend or terminate the Tender Offer and the Consent Solicitation, in its sole discretion. The Tender Offer is not conditioned on any minimum amount of Notes being tendered or the receipt of the Requisite Consents.
The Offeror intends to fund the Total Consideration and the Tender Offer Consideration (including, in each case, the Accrued Interest), plus all related fees and expenses, using available cash and the borrowings described above under Pending Business Combination and Financing Transactions.
Any Notes not tendered and purchased pursuant to the Tender Offer will remain outstanding. If the Requisite Consents are received with respect to the Notes, and the Proposed Amendments become operative with respect to the Indenture, then the Notes that are not purchased pursuant to the Tender Offer will be subject to the Proposed Amendments as set forth in a supplemental indenture with respect to the Indenture.
To the extent any Notes remain outstanding following the consummation of the Tender Offer and Consent Solicitation, the Offeror intends, but is not obligated, to redeem such remaining Notes at par on or after June 1, 2026 and satisfy and discharge the Company’s obligations under the Indenture pursuant to the terms thereof. Alternatively, the Offeror may cause the Company to leave any such remaining Notes outstanding or effect any of the alternative transactions described in the Offer to Purchase and Consent Solicitation Statement.
BofA Securities has been retained as the Dealer Manager in connection with the Tender Offer and as the Solicitation Agent in connection with the Consent Solicitation. In such capacities, they may contact Holders regarding the Tender Offer and the Consent Solicitation and may request brokers, dealers, banks, trust companies and other nominees or intermediaries to forward the Offer to Purchase and Consent Solicitation Statement and related materials to beneficial owners of Notes. Questions and requests for assistance regarding the terms of the Tender Offer and the Consent Solicitation should be directed to the Dealer Manager at (888) 292-0070 (toll-free) or (980) 388-3646 (collect). Questions regarding the procedures for tendering Notes and delivering Consents relating to the Tender Offer and the Consent Solicitation or requests for additional copies of the Offer to Purchase and Consent Solicitation Statement may be directed to Global Bondholder Services Corporation, the Tender and Information Agent for the Tender Offer, at (212) 430-3774 (for banks and brokers only) or (855) 654-2014 (toll-free) (for all others) or contact@gbsc-usa.com.
This press release is for informational purposes only. The Tender Offer and the Consent Solicitation are being made solely pursuant to the Offer to Purchase and Consent Solicitation Statement. This press release does not constitute an offer to purchase or the solicitation of an offer to sell any securities. Full details of the terms and conditions of the Tender Offer and the Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement, which is being furnished by the Offeror to Holders of the Notes. Holders of the Notes are encouraged to read the Offer to Purchase and Consent Solicitation Statement and the information incorporated therein by reference, as they contain important information regarding the Tender Offer and the Consent Solicitation. The Tender Offer and the Consent Solicitation are not being made to Holders in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer or the Consent Solicitation to be made by a licensed broker or dealer, the Tender Offer and the Consent Solicitation will be deemed to be made on behalf of the Offeror by the Dealer Manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This press release is for information purposes only and does not constitute an offer to buy or the solicitation of an offer to sell any securities. The Offeror’s solicitation and offer to buy shares of Company Common Stock is being made only pursuant to the Equity Offer to Purchase and related materials that the Offeror and Acquisition Sub have filed with the SEC. In connection with the Equity Offer, the Offeror and Acquisition Sub have filed a Tender Offer Statement on Schedule TO with the SEC and the Company has filed a Solicitation/Recommendation Statement on Schedule 14D-9. Before making any investment decision with respect to the Equity Offer, investors and security holders of the Company are urged to read the tender offer materials, the solicitation/recommendation statement and any other relevant documents filed with the SEC. In addition, all of these materials (and all other tender offer documents filed with the SEC) are available at no charge from the SEC through its website at www.sec.gov and upon request to MacKenzie Partners, Inc., the information agent for the Equity Offer, at 7 Penn Plaza, New York, New York 10001, by calling toll free (800) 322-2885. Broadridge Corporate Issuer Solutions, LLC is acting as depositary and paying agent for the Equity Offer.
None of the Offeror, the Company, the Trustee, the Dealer Manager, the Tender and Information Agent, or any of their respective affiliates makes any recommendation as to whether Holders should tender or refrain from tendering their Notes in response to the Tender Offer or delivering Consents pursuant to the Consent Solicitation, and no person or entity has been authorized by any of them to make such a recommendation. Holders must make their own independent decision as to whether to tender Notes and deliver accompanying Consents and, if so, the principal amount of the Notes as to which action is to be taken.
Nothing contained herein shall constitute a notice of redemption of the Notes or an obligation to issue a notice of redemption or satisfy or discharge the Indenture.
About Saltchuk Resources, Inc.
Saltchuk is a privately owned family of diversified freight transportation, marine service, and energy distribution companies, with consolidated annual revenue of approximately $5.5 billion and 8,800 employees. We make multi-generational investments, championing our companies’ individual brands while providing strategic leadership and resources through our Corporate Home. Our companies maintain independent operations guided by shared values: safety comes first, reliability defines our customer relationships, and integrity shapes how we conduct business. We’re committed to each other, to environmental stewardship, and to contributing to our communities, fostering places where anyone would be proud for their children to work. Headquartered in Seattle, additional information is available at www.saltchuk.com.
About Great Lakes Dredge & Dock Corporation
Great Lakes Dredge & Dock Corporation is the largest provider of dredging services in the United States, which is complemented with a long history of performing significant international projects. In addition, Great Lakes is fully engaged in expanding its core business into the offshore energy industry. GLDD employs experienced civil, ocean and mechanical engineering staff in its estimating, production, and project management functions. In its over 136-year history, GLDD has never failed to complete a marine project. Great Lakes owns and operates the largest and most diverse fleet in the U.S. dredging industry, comprised of approximately 200 specialized vessels. Great Lakes has a disciplined training program for engineers that ensures experience-based performance as they advance through GLDD operations. GLDD’s Incident-and Injury-Free® (IIF®) safety management program is integrated into all aspects of the GLDD’s culture. GLDD’s commitment to the IIF® culture promotes a work environment where employee safety is paramount.
Forward-looking statements made herein with respect to the Tender Offer and Consent Solicitation and related transactions, including, for example, the timing of the completion of the Tender Offer and Consent Solicitation, Equity Offer and the Merger or the potential benefits of any such transactions, reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, the Company and the Offeror’s actual results may differ materially from its expectations or projections. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “target,” “project,” “contemplate,” “predict,” “potential,” “continue,” “may,” “would,” “could,” “should,” “seeks,” “scheduled to,” or other similar words, or the negative of these terms or other variations of these terms or comparable language.
The following factors, among others, could cause actual plans and results to differ materially from those described in forward-looking statements. Such factors include, but are not limited to, the effect of the announcement of the Acquisition Transactions and the Tender Offer and Consent Solicitation on the Company and the Offeror’s relationships with employees, governmental entities and other business relationships, operating results and business generally; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, and the risk that the Merger Agreement may be terminated in circumstances that require the Company to pay a termination fee; the possibility that competing offers will be made; the outcome of any legal proceedings that may be instituted against the Company and the Offeror related to the transactions contemplated by the Merger Agreement, including the Acquisition Transactions; uncertainties as to the timing of the consummation of the Tender Offer and Consent Solicitation and the Acquisition Transactions; uncertainties as to the number of stockholders of the Company who may tender their stock in the Equity Offer and number of Holders who may tender their Notes and deliver accompanying Consents in the Tender Offer and Consent Solicitation; the failure to satisfy other conditions to consummate the Acquisition Transactions on the anticipated timeframe or at all; risks that the Tender Offer and Consent Solicitation and the Acquisition Transactions disrupt current plans and operations and the potential difficulties in employee retention as a result of the proposed transactions; the effects of local and national economic, credit and capital market conditions on the economy in general, and other risks and uncertainties; and those risks and uncertainties discussed from time to time in the reports or other public filings of the Company, the Offeror or the Acquisition Sub with the SEC.
Additional information concerning these and other factors that may impact the Company’s expectations and projections can be found in its periodic filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025. GLDD’s SEC filings are available publicly on the SEC’s website at www.sec.gov, on GLDD’s website at gldd.com under “Investors—Financials & Filings—SEC filings” or upon request via email to EMBirge@gldd.com. All forward-looking statements contained in this communication are based on information available to the Company and the Offeror as of the date hereof and are made only as of the date of this communication. The Company and the Offeror disclaim any obligation or undertaking to update or revise the forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required under applicable law. These forward-looking statements should not be relied upon as representing the Company and the Offeror’s views as of any date subsequent to the date of this communication. Furthermore, any information about our intentions contained in any of our forward-looking statements reflects our intentions as of the date of such forward-looking statement, and is based upon, among other things, existing regulatory, industry, competitive, economic and market conditions, and our assumptions as of such date. We may change our intentions, strategies or plans (including our plans expressed herein) without notice at any time and for any reason. In light of the foregoing, investors are urged not to rely on any forward-looking statement in reaching any conclusion or making any investment decision about any securities of the Company and the Offeror.
Contact:
Eric Birge, Vice President of Investor Relations of the Company, 313-220-3053
NEW YORK–(BUSINESS WIRE)– Perfect Corp. (NYSE: PERF) (“Perfect” or the “Company”), a leading artificial intelligence (“AI”) company offering AI and augmented reality (“AR”) powered solutions to beauty, fashion, photo and video creative industries, today announced that its board of directors (the “Board”) has received a preliminary non-binding proposal letter, dated March 18, 2026 (the “Proposal”), from CyberLink International Technology Corp. (“CyberLink”) and Ms. Alice H. Chang, Chairwoman of the Board and Chief Executive Officer of Perfect, and her controlled entities (collectively, the “Consortium Members”) that proposes a “going-private” transaction for US$1.95 in cash per ordinary share (the “Transaction”).
According to the Proposal, the Consortium Members will establish an acquisition vehicle to implement the Transaction. The Transaction is expected to be financed through equity contributions from the Consortium Members in the form of rollover equity in the Company and available unrestricted cash from the Company. Debt financing may also be arranged as necessary at the discretion of Consortium Members. A copy of the Proposal is attached hereto as Exhibit A.
The Board intends to convene in the near future to review the Proposal and to establish a special committee of independent and disinterested directors for the purpose of evaluating and considering the Proposal. In connection with its review, the special committee, once formed, will be authorized to retain independent legal, financial and other advisors to assist in its evaluation.
The Company cautions its shareholders and others considering trading in its securities that the Board and its relevant committees have not made any decision with respect to the Company’s response to the Proposal. There can be no assurance that any definitive offer will be received, that any definitive agreement will be executed relating to the Transaction or that the Transaction or any other similar transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to any transaction, except as required under applicable law.
About Perfect Corp.
Founded in 2015, Perfect Corp. is a leading AI company offering self-developed AI- and AR- powered solutions dedicated to transforming the world with digital tech innovations that make your virtual world beautiful. On Perfect’s direct consumer business side, Perfect operates a family of YouCam consumer apps and web-editing services for photo, video and camera users, centered on unleashing creativity with AI-driven features for creation, beautification and enhancement. On Perfect’s enterprise business side, Perfect empowers major beauty, skincare, fashion, jewelry, and watch brands and retailers by supplying them with omnichannel shopping experiences through AR product try-ons and AI-powered skin diagnostics. With cutting-edge technologies such as Generative AI, real-time facial and hand 3D AR rendering and cloud solutions, Perfect enables personalized, enjoyable, and engaging shopping journey and helps brands elevate customer engagement, increase conversion rates, and propel sales growth. Throughout this journey, Perfect maintains its unwavering commitment to environmental sustainability and fulfilling social responsibilities. For more information, visit https://ir.perfectcorp.com/.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on beliefs and assumptions and on information currently available to Perfect. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including strategies or plans, are also forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. These statements are based on Perfect’s reasonable expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations. These factors are difficult to predict accurately and may be beyond Perfect’s control. Forward-looking statements in this communication or elsewhere speak only as of the date made. New uncertainties and risks arise from time to time, and it is impossible for Perfect to predict these events or how they may affect Perfect. In addition, risks and uncertainties are described in Perfect’s filings with the Securities and Exchange Commission. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Perfect cannot assure you that the forward-looking statements in this communication will prove to be accurate. There may be additional risks that Perfect presently does not know or that Perfect currently does not believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by Perfect, its directors, officers or employees or any other person that Perfect will achieve its objectives and plans in any specified time frame, or at all. Except as required by applicable law, Perfect does not have any duty to, and does not intend to, update or revise the forward-looking statements in this communication or elsewhere after the date of this communication. You should, therefore, not rely on these forward-looking statements as representing the views of Perfect as of any date subsequent to the date of this communication.
Exhibit A
March 18, 2026
The Board of Directors Perfect Corp. 14F, No. 98 Minquan Road Xindian District New Taipei City 231 Taiwan
Dear Sirs and Madam:
Ms. Alice H. Chang (“Ms. Chang”), and her controlled entities GOLDEN EDGE CO., LTD., DVDonet.com. Inc. and World Speed Company Limited (collectively, the “Chairwoman Parties”), and CyberLink International Technology Corp. (“CyberLink”, together with Chairwoman Parties, the “Consortium Members”) are pleased to submit this preliminary non-binding proposal to acquire Perfect Corp. (the “Company”) in a going private transaction (the “Acquisition”).
We believe that our proposal provides a very attractive opportunity to the Company’s shareholders. Our proposal represents a premium of 44.4% to the Company’s closing price on March 17, 2026 and a premium of 35.4% and 23.4% to the volume-weighted average closing price during the last 30 and 60 trading days, respectively.
Consortium. The Consortium Members have entered into a consortium agreement dated March 18, 2026, pursuant to which the Consortium Members will form an acquisition company for the purpose of implementing the Acquisition, and the Consortium Members have agreed to work exclusively in pursuing the Acquisition.
Purchase Price. The consideration payable for each Class A ordinary share of the Company will be US$1.95 per ordinary share in cash (in each case other than those ordinary shares held by the Consortium Members that may be rolled over in connection with the Acquisition).
Closing Certainty. We believe that our proposal offers a high degree of closing certainty and are well positioned to negotiate and complete the proposed Acquisition on an expedited basis.
Financing. We intend to finance the Acquisition with equity capital from the Consortium Members in the form of rollover equity in the Company and available unrestricted cash from the Company. Debt financing may also be arranged to the extent necessary or desirable at the sole discretion of the Consortium Members.
Definitive Agreements. We are prepared to promptly negotiate and finalize definitive agreements (the “Definitive Agreements”) providing for the Acquisition and related transactions. These documents will provide for representations, warranties, covenants and conditions that are typical, customary and appropriate for transactions of this type.
Process. We believe that the Acquisition will provide superior value to the Company’s shareholders. We recognize that the Company’s Board of Directors (the “Board”) will evaluate the Acquisition independently before it can make its determination to endorse it, and we expect that the Board will establish a special committee comprised of independent and disinterested directors of the Company (the “Special Committee”).
Given the involvement of the Chairwoman Parties and CyberLink in the Acquisition, we appreciate that the independent members of the Board will proceed to consider the proposed Acquisition, and that each of Ms. Chang and Mr. Jau-Hsiung Huang will recuse herself / himself, as director of the Board, from participating in any Board deliberations and decisions related to the Acquisition. We expect that the Special Committee and its advisors will be exclusively authorized to consider and negotiate with us the proposed Acquisition, including the Definitive Agreements, and that no other members of management or any directors other than the members of the Special Committee will participate in any deliberations and decisions related to the Acquisition unless their involvement is approved by the Special Committee.
Consortium Members in the aggregate beneficially own approximately 53.4% of the total issued and outstanding share capital of the Company (excluding any ordinary shares issuable upon the Consortium Members’ exercise of options or warrants within 60 days), representing 81.2% of the total voting power of the Company, as calculated based on a total number of 101,848,671 issued and outstanding ordinary shares (consisting of 85,059,953 Class A ordinary shares and 16,788,718 Class B ordinary shares) of the Company as of December 31, 2025.
Confidentiality. Each of the Consortium Members will, as required by law, promptly file an amendment to its respective Schedule 13D to disclose this letter and the agreement among the Consortium Members. However, we are sure you will agree with us that it is in all of our interests to ensure that we proceed in a strictly confidential manner, unless otherwise required by law, until we have executed Definitive Agreements or terminated our discussions.
No Binding Commitment. This letter constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to the Acquisition. A binding commitment will result only from the execution of Definitive Agreements, and then will be on terms and conditions provided in such documentation.
In closing, we would like to express our commitment to working together to bring this Acquisition to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact us. We look forward to hearing from you.
President Trump issued a 60-day waiver of the Jones Act on Wednesday in a bid to cool surging domestic energy prices as the Iran conflict continues to hammer global oil markets. The move, confirmed by White House press secretary Karoline Leavitt, opens U.S. ports to foreign-flagged vessels for the next two months — covering crude oil, refined products like gasoline and diesel, natural gas, coal, fertilizer, and other energy-derived commodities.
The decision comes as Brent crude crossed $109 per barrel Wednesday morning — up more than 7% on the day — while WTI traded above $97. Gas prices at the pump have climbed to a national average of $3.84 per gallon, up sharply from $2.92 just one month ago, according to AAA data. Diesel has already crossed $5 per gallon nationally. The administration is clearly feeling political pressure to act ahead of the midterm cycle, and the Jones Act waiver is the most tangible move it has made so far.
What the Jones Act Actually Does
The Jones Act — formally the Merchant Marine Act of 1920 — requires that any cargo transported between U.S. ports be carried by vessels that are U.S.-built, U.S.-owned, U.S.-flagged, and U.S.-crewed. The law was designed to protect the domestic shipping industry after World War I, but has long been criticized by economists as an inflationary form of protectionism that raises the cost of moving goods within the country. With fewer than 100 Jones Act-compliant vessels in existence, the waiver immediately opens the door to a much larger pool of international tankers to move fuel between domestic ports.
The Practical Impact — And Its Limits
In theory, the waiver should have its biggest effect on refined product shipments from Gulf Coast refinery complexes to the more isolated East Coast — a corridor that has historically been a bottleneck during supply disruptions. Cheaper, more accessible shipping capacity means fuel can theoretically move faster and at lower cost to the regions that need it most.
But experts are already tempering expectations. The core problem isn’t moving fuel — it’s refining it. Most U.S. refineries are configured to process heavier Middle Eastern crude grades, while domestic shale production yields lighter oil. That structural mismatch means the U.S. still cannot fully self-supply even with more flexible shipping rules. The waiver makes domestic logistics more efficient, but it does not solve the underlying supply equation.
The Broader Policy Picture
The Jones Act move is reportedly just one item on a broader White House menu of potential energy interventions being considered, including possible Treasury-led action in energy futures markets and export bans on crude and refined products. Any of those measures — if enacted — would carry significant market implications across the energy sector.
For small and microcap investors, the read-through is layered. Domestic shippers and Jones Act operators could see near-term pricing pressure as foreign competition enters the market. Refiners with Gulf Coast exposure and East Coast distribution capability may benefit from improved logistics economics. And any company with meaningful fuel cost exposure — from regional truckers to agricultural operators to industrial manufacturers — should be watching this space closely as the administration continues to improvise policy responses to a crisis with no clear end date.
STAFFORD, Texas, March 18, 2026 (GLOBE NEWSWIRE) — Greenwich LifeSciences, Inc. (Nasdaq: GLSI) (the “Company”), a clinical-stage biopharmaceutical company focused on its Phase III clinical trial, FLAMINGO-01, which is evaluating Fast Track designated GLSI-100, an immunotherapy to prevent breast cancer recurrences, today provided an update on the upcoming AACR Meeting 2026.
Two abstracts and two posters were accepted for presentation. The titles and authors of the abstracts are as follows:
Abstract Number: CT138 – Poster Section 52 on April 20, 2026, 2-5pm
Abstract Title: Preliminary delayed-type-hypersensitivity immune response results from open-label arm of on-going Phase III study to evaluate the efficacy and safety of GLSI-100 (GP2 + GM-CSF) in breast cancer patients with residual disease or high-risk PCR after both neo-adjuvant and postoperative adjuvant anti-HER2 therapy, Flamingo-01
Snehal S. Patel1, Jaye Thompson1, F. Joseph Daugherty1, Francois-Clement Bidard2, William J. Gradishar3, Marcus Schmidt4, Miguel Martin5, Joyce A. O’Shaughnessy6, Hope S. Rugo7, Cesar A. Santa-Maria8, Laura M. Spring9, Mothaffar F. Rimawi10
1Greenwich LifeSciences, Stafford, TX,2Institut Curie, Paris, France,3Northwestern University, Chicago, IL,4University Medical Center Mainz, Mainz, Germany,5GEICAM, Madrid, Spain,6Sarah Cannon Research Institute, Dallas, TX,7City of Hope Comprehensive Cancer Center, Duarte, CA,8Johns Hopkins University, Baltimore, MD,9Massachusetts General Hospital, Boston, MA,10Lester and Sue Smith Breast Center, Dan L Duncan Comprehensive Cancer Center, Baylor College of Medicine, Houston, TX
This will be the first abstract and poster from FLAMINGO-01 with statistically significant immune response data, potentially with subgroup analysis by the most prevalent HLA types. A positive immune response is an indicator that the immune system has been activated against recurring cancer cells, potentially leading to the prevention of metastatic breast cancer and improved long term survival.
Immune responses to GP2 were measured at baseline and over time using delayed-type-hypersensitivity (DTH) skin tests and other methods. The DTH skin test measures the diameter of the skin immune response to GP2 in millimeters, 48-72 hours after intradermal injection of a low concentration of GP2 without GM-CSF.
Abstract Number: CT227 – Poster Section 51 on April 21, 2026, 9am-12pm
Abstract Title: Phase III study to evaluate the efficacy and safety of GLSI-100 (GP2 + GM-CSF) in breast cancer patients with residual disease or high-risk PCR after both neo-adjuvant and postoperative adjuvant anti-HER2 therapy, Flamingo-01
Jaye Thompson1, Snehal Patel1, Mira Patel1, Anu Tammareddi1, F. Joseph Daugherty1, Mothaffar F. Rimawi2
1Greenwich LifeSciences, Stafford, TX,2Lester and Sue Smith Breast Center, Dan L Duncan Comprehensive Cancer Center, Baylor College of Medicine, Houston, TX
This abstract and poster will continue to update principal investigators at the conference about the study design of FLAMINGO-01.
The Steering Committee authoring abstract CT138 is comprised of the following experts in the field of breast cancer oncology representing prominent teaching hospitals in the US and 4 of the largest breast oncology networks in the US, Germany, France, and Spain:
Dr. Mothaffar F. Rimawi – Professor of Medicine at the Baylor College of Medicine and Executive Medical Director and Co-Leader, Breast Cancer Program of the Dan L Duncan Comprehensive Cancer Center
Dr. Francois-Clement Bidard – Professor of Medical Oncology, UVSQ/Paris Saclay University, Head of Breast Cancer Group, Institut Curie, Vice-Chair of the French Breast Cancer research group UCBG (Unicancer)
Dr. William J. Gradishar – Professor of Medicine at the Feinberg School of Medicine at Northwestern University, Chief of Hematology and Oncology in the Department of Medicine, and Betsy Bramsen Professor of Breast Oncology
Dr. Sibylle Loibl – Professor (apl) Goethe University Frankfurt/M, Clinical Consultant Centre for Haematology and Oncology/Bethanien Frankfurt/M, CEO of GBG Forschungs GmbH & Chair of the German Breast Group (GBG)
Dr. Miguel Martin – Professor of Medicine, Head, Medical Oncology Service, Gregorio Marañón General University Hospital, Complutense University, Madrid, CEO of GEICAM
Dr. Joyce A. O’Shaughnessy – Celebrating Women Chair in Breast Cancer, Baylor University Medical Center and Chair, Breast Cancer Program, Texas Oncology, US Oncology, Dallas, Texas
Dr. Hope S. Rugo – Director, Women’s Cancers Program, Division Chief, Breast Medical Oncology, Professor, Department of Medical Oncology & Therapeutics Research, City of Hope Comprehensive Cancer Center, Professor Emeritus, University of California, San Francisco
Dr. Cesar A. Santa-Maria – Associate Professor of Oncology, Breast and Gynecological Malignancies Group, Director of Breast Cancer Trials, Johns Hopkins Sidney Kimmel Comprehensive Cancer Center
Dr. Laura M. Spring – Assistant Professor, Medicine, Harvard Medical School, Attending Physician, Medical Oncology, Massachusetts General Hospital
About the AACR Annual Meeting 2026
The AACR is the first and largest cancer research organization dedicated to accelerating the conquest of cancer and has more than 61,000 members residing in 143 countries and territories. The AACR Annual Meeting is the focal point of the cancer research community, where scientists, clinicians, other health care professionals, survivors, patients, and advocates gather to share the latest advances in cancer science and medicine. From population science and prevention; to cancer biology, translational, and clinical studies; to survivorship and advocacy; the AACR Annual Meeting highlights the work of the best minds in cancer research from institutions all over the world.
About FLAMINGO-01 Open Label Phase III Data
More than 1,000 patients have been screened with a current screen rate of approximately 800 patients per year. The 250 patient non-HLA-A*02 arm is now fully enrolled, where all patients received GLSI-100, which is 5 times more treated patients and recurrence rate data than the approximately 50 patients treated in the Phase IIb trial. The Primary Immunization Series (PIS), which includes the first 6 GLSI-100 injections over the first 6 months and is required to reach peak protection, is followed by 5 booster injections given every 6 months to prolong the immune response, thereby providing longer-term protection.
In the non-HLA-A*02 arm, a preliminary analysis of recurrence rates after the PIS is completed shows an approximately 70-80% reduction in recurrence rate.
This observation is trending similarly to the Phase IIb trial results and hazard ratio where HLA-A*02 patients were treated and where breast cancer recurrences were reduced up to 80% compared to a 20-50% reduction in recurrence rate by other approved products.
The immune response at baseline prior to any GLSI-100 treatment, the increasing immune response during the PIS, and the safety profile of non-HLA-A*02 patients is trending similarly to the HLA-A*02 arms of FLAMINGO-01 and to the Phase IIb study.
Analysis of the open label data from FLAMINGO-01 has been conducted in a manner that maintains the study blind. The open label recurrence rate, immune response, and safety data is based on the patients enrolled to date in FLAMINGO-01 and the data provided by the clinical sites so far, which is not completed or fully reviewed, and is thus preliminary. While comparing any preliminary FLAMINGO-01 data to the Phase IIb clinical trial data may be possible, these preliminary results are not a prediction of future results, and the results at the end of the study may differ.
About GLSI-100 Phase IIb Study
In the prospective, randomized, single-blinded, placebo-controlled, multi-center (16 sites led by MD Anderson Cancer Center) Phase IIb clinical trial of HLA-A*02 breast cancer patients, 46 HER2/neu 3+ over-expressor patients were treated with GLSI-100, and 50 placebo patients were treated with GM-CSF alone. After 5 years of follow-up, there was an 80% or greater reduction in cancer recurrences in the HER2/neu 3+ patients who were treated with GLSI-100, followed, and remained disease free over the first 6 months, which we believe is the time required to reach peak immunity and thus maximum efficacy and protection. The Phase IIb results can be summarized as follows:
80% or greater reduction in metastatic breast cancer recurrence rate over 5 years of follow-up with a peak immune response at 6 months and well-tolerated safety profile.
The PIS elicited a potent immune response as measured by local skin tests and immunological assays.
About FLAMINGO-01 and GLSI-100
FLAMINGO-01 (NCT05232916) is a Phase III clinical trial designed to evaluate the safety and efficacy of Fast Track designated GLSI-100 (GP2 + GM-CSF) in HER2 positive breast cancer patients who had residual disease or high-risk pathologic complete response at surgery and who have completed both neoadjuvant and postoperative adjuvant trastuzumab based treatment. The trial is led by Baylor College of Medicine and currently includes US and European clinical sites from university-based hospitals and academic and cooperative networks with plans to open up to 150 sites globally. In the double-blinded arms of the Phase III trial, approximately 500 HLA-A*02 patients are planned to be randomized to GLSI-100 or placebo, and up to 250 patients of other HLA types are planned to be treated with GLSI-100 in a third arm. The trial has been designed to detect a hazard ratio of 0.3 in invasive breast cancer-free survival, where 28 events will be required. An interim analysis for superiority and futility will be conducted when at least half of those events, 14, have occurred. This sample size provides 80% power if the annual rate of events in placebo-treated subjects is 2.4% or greater.
For more information on FLAMINGO-01, please visit the Company’s website here and clinicaltrials.gov here. Contact information and an interactive map of the majority of participating clinical sites can be viewed under the “Contacts and Locations” section. Please note that the interactive map is not viewable on mobile screens. Related questions and participation interest can be emailed to: flamingo-01@greenwichlifesciences.com
About Breast Cancer and HER2/neu Positivity
One in eight U.S. women will develop invasive breast cancer over her lifetime, with approximately 300,000 new breast cancer patients and 4 million breast cancer survivors. HER2 (human epidermal growth factor receptor 2) protein is a cell surface receptor protein that is expressed in a variety of common cancers, including in 75% of breast cancers at low (1+), intermediate (2+), and high (3+ or over-expressor) levels.
About Greenwich LifeSciences, Inc.
Greenwich LifeSciences is a clinical-stage biopharmaceutical company focused on the development of GP2, an immunotherapy to prevent breast cancer recurrences in patients who have previously undergone surgery. GP2 is a 9 amino acid transmembrane peptide of the HER2 protein, a cell surface receptor protein that is expressed in a variety of common cancers, including expression in 75% of breast cancers at low (1+), intermediate (2+), and high (3+ or over-expressor) levels. Greenwich LifeSciences has commenced a Phase III clinical trial, FLAMINGO-01. For more information on Greenwich LifeSciences, please visit the Company’s website at www.greenwichlifesciences.com and follow the Company’s Twitter at https://twitter.com/GreenwichLS.
Forward-Looking Statement Disclaimer
Statements in this press release contain “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Greenwich LifeSciences Inc.’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict, including statements regarding the intended use of net proceeds from the public offering; consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section entitled “Risk Factors” in Greenwich LifeSciences’ Annual Report on the most recent Form 10-K for the year ended December 31, 2024, and other periodic reports filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and Greenwich LifeSciences, Inc. undertakes no duty to update such information except as required under applicable law.
Investor & Public Relations Contact for Greenwich LifeSciences Dave Gentry RedChip Companies Inc. Office: 1-800-RED CHIP (733 2447) Email: dave@redchip.com
Robert LeBoyer, Senior Vice President, Equity Research Analyst, Biotechnology, Noble Capital Markets, Inc.
Refer to the full report for the price target, fundamental analysis, and rating.
Gyre Receives Priority Review. Hydronidone has been awarded Priority Review Status by the Center for Drug Evaluation (CDE) of China’s National Medical Products Administration (NMPA). This is consistent with our expectations for an accelerated NDA review and late FY2026 approval for Hydronidone.
Meeting With The CMPA Was Positive. In early January, Gyre Pharmaceuticals (China) held a Pre-New Drug Application meeting with the CDE. At that time, the CDE agreed that data from the Hydronidone Phase 3 trial for treating chronic hepatitis B (CHB)-associated liver-fibrosis supported an application for conditional approval. It also met the criteria for Priority Review.
Equity Research is available at no cost to Registered users of Channelchek. Not a Member? Click ‘Join’ to join the Channelchek Community. There is no cost to register, and we never collect credit card information.
This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).
*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision.
Robert LeBoyer, Senior Vice President, Equity Research Analyst, Biotechnology, Noble Capital Markets, Inc.
Refer to the full report for the price target, fundamental analysis, and rating.
New Analysis Shows Less Than 1% Recurrance Rate. Greenwich Pharmaceuticals announced a preliminary update from its FLAMINGO-01 trial. The data from the open-label arm of the trial showed a recurrence rate of less than 1% per year compared to a recurrence rate of 4% per year for patients treated with Kadcyla (ado-trastuzumab emtansine or T-DM1, from Genentech) in the Phase 3 KATHERINE Study. This is a 70% to 80% reduction in the historical recurrence rate for these patients.
Background On The Phase 3 FLAMINGO-01 Trial. The trial tests GLSI-100, an immunotherapy to prevent recurrence of HER2-positive breast cancer. Its design has a double-blind portion that enrolls patients with the immune marker HLA-A*02 to receive either GLSI-100 or placebo, and an open-label arm that enrolls patients that have other HLA types (non-HLA-A*02). The new data is from the open-label arm of the trial.
Equity Research is available at no cost to Registered users of Channelchek. Not a Member? Click ‘Join’ to join the Channelchek Community. There is no cost to register, and we never collect credit card information.
This Company Sponsored Research is provided by Noble Capital Markets, Inc., a FINRA and S.E.C. registered broker-dealer (B/D).
*Analyst certification and important disclosures included in the full report. NOTE: investment decisions should not be based upon the content of this research summary. Proper due diligence is required before making any investment decision.
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