Release – Smadex Welcomes Phil Gontier as Chief Revenue Officer

Research, News, and Market Data on EVC

12/13/2022

SANTA MONICA, Calif.–(BUSINESS WIRE)– Smadex, an Entravision company (NYSE: EVC), is delighted to welcome Phil Gontier as Chief Revenue Officer. Phil joins Smadex following six years of leading Liftoff to become one of the largest global programmatic ad platforms for Apps, Games and Brands. Blackstone took a majority stake in Liftoff in 2021.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20221213005185/en/

Phil Gontier, Smadex Chief Revenue Officer

Previously, Phil was Head of Mobile for Twitter EMEA, leading a team focused on servicing the needs of top global brands and apps. He joined Twitter through the TapCommerce acquisition and was instrumental in accelerating the growth of Twitter’s mobile ad business in EMEA by more than 2,000% within a two-year period.

“We are thrilled to have Phil Gontier join the Smadex and Entravision family. Having Phil on board is a validation of our growth potential. He brings a wealth of global commercial go-to-market experience as well as trusted relationships across the App, Gaming and AdTech ecosystem,” said Jordi de los Pinos, Founder and CEO of Smadex. “With his proven track record of successfully growing global businesses, I am excited to work with Phil and take Smadex to the next level.”

As Chief Revenue Officer, Phil will focus on accelerating Smadex’s Global Growth. He will lead and spearhead an established team in the US, Europe and Asia, in addition to attracting additional talent.

“On a personal and professional level, it’s always about the people, relationships and impact,” said Phil Gontier. “I spoke with trusted connections, including customers of Smadex, and felt strongly about the opportunity to make a tangible impact by helping to spearhead and accelerate the growth of Smadex. Smadex’s parent company, Entravision, has strong financials and is committed to investing in growth. This gives me tremendous confidence in our ability to execute, while tapping into synergies that will bring value to customers across Entravision’s digital and traditional media footprint.”

About Smadex

Smadex is a Programmatic Growth Platform that powers performance, direct response and brand advertising campaigns across in-app, mobile web, audio and CTV. With transparency and contextual targeting at its core, customers can rely on Smadex as a trusted partner to run privacy-centric advertising campaigns with optimized creative strategies to deliver performance. Smadex scales campaigns with advanced machine learning algorithms that are customizable – fed by a multitude of contextual signals and first-party data to find audiences that resonate and convert for your app, game, brand or offer. We are focused on helping customers unlock performance and scale in a privacy compliant manner to build long term sustainable value. Smadex is a business unit of Entravision.

About Entravision

Entravision is a leading global advertising, media and ad-tech solutions company connecting brands to consumers by representing top platforms and publishers. Our dynamic portfolio includes digital, television and audio offerings. Digital, our largest revenue segment, is comprised of four business units: our digital sales representation business; Smadex, our programmatic ad purchasing platform; our branding and mobile performance solutions business; and our digital audio business. Through our digital sales representation business, we connect global media companies such as Meta, Twitter, TikTok and Spotify with advertisers in primarily emerging growth markets worldwide. Smadex is our mobile-first demand side platform, enabling advertisers to execute performance campaigns using machine learning. We also offer a branding and mobile performance solutions business, which provides managed services to advertisers looking to connect with global consumers, primarily on mobile devices, and our digital audio business provides digital audio advertising solutions for advertisers in the Americas. In addition to digital, Entravision has 49 television stations and is the largest affiliate group of the Univision and UniMás television networks. Entravision also manages 45 primarily Spanish-language radio stations that feature nationally recognized, Emmy award-winning talent. Shares of Entravision Class A Common Stock trade on the NYSE under ticker: EVC. Learn more about our offerings at entravision.com or connect with us on LinkedIn and Facebook.

Forward-Looking Statements

This press release contains certain forward-looking statements. These forward-looking statements, which are included in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results and performance in future periods to be materially different from any future results or performance suggested by the forward-looking statements in this press release. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that actual results will not differ materially from these expectations, and the Company disclaims any duty to update any forward-looking statements made by the Company. From time to time, these risks, uncertainties and other factors are discussed in the Company’s filings with the Securities and Exchange Commission.

Release – Maple Gold Intersects Near-Surface Gold Mineralization of 3.1 g/t Gold Over 7.3 Metres and 2.3 g/t Gold Over 10.4 Metres Confirming Continuity of the South Mine Horizon at Eagle

Research, News, and Market Data on MGMLF

Vancouver, British Columbia–(Newsfile Corp. – December 13, 2022) – Maple Gold Mines Ltd. (TSXV: MGM) (OTCQB: MGMLF) (FSE: M3G) (“Maple Gold” or the “Company“) is pleased to report complete assay results for four (4) drillholes and partial assay results for five (5) additional drillholes from the Company’s ongoing 2022 drilling at its 100%-controlled Eagle Mine Property (“Eagle”) located in Québec, Canada. Previously completed digitization and modelling of historical drill results and a further review of drill logs identified a potential southern splay of the main mine horizon (the “South Mine Horizon”) located northwest of the past-producing Eagle mine in an area targeted for follow-up drilling. The new results confirm the continuity of the South Mine Horizon at relatively shallow (< 275 metre (“m”)) vertical depths, suggest local widening of the mineralized zone in this area, and further demonstrate the potential for additional subparallel gold trends at Eagle.

Highlights:

  • 2022 drilling results, including new results detailed below, demonstrate vertical continuity of the South Mine Horizon over a 350 m vertical interval from surface; known mineralization extends to approximately 800 m vertical depth on adjacent sections and remains open along strike to the northwest as well as at depth (see Figures 1 and 2):
    • Drill hole EM-22-13 intersected 2.3 grams per tonne (“g/t”) gold (“Au”) over 10.4 m, including 5.0 g/t Au over 3.2 m (from 257 m downhole).
    • Drill hole EM-22-16 intersected 3.1 g/t Au over 7.3 m, including 4.0 g/t Au over 3.6 m (the latter from 193 m downhole).
  • Drill hole EM-22-10 intersected 14 g/t Au over 0.5 m (from 539.5 m downhole) and 8.3 g/t Au over 1.0 m (from 543 m downhole); this hole also tested the South Mine Horizon more than 200 m further to the southeast.
  • All reported drillholes contained gold mineralization (over 1 g/t Au) and seven (7) of the nine (9) reported drillholes contained multi-gram gold intercepts (2 g/t Au or better).
  • There are still approximately 2,250 m of assays currently pending at Eagle, with a further approximately 1,500 m of remaining drilling to be completed this year.

“These new results at Eagle confirm our modelling interpretations and demonstrate the potential to define significant zones of gold mineralization beyond what was historically mined at Eagle during a much lower gold price environment,” stated Fred Speidel, VP Exploration of Maple Gold. “Encountering relatively shallow multi-gram gold intercepts in an area that remains open for roughly 200 m along strike within the Eagle property boundary and a further 1.5 km beyond that on JV-controlled ground highlights the exploration upside that remains along this past-producing mine trend.”

Interpretation and Summary of Results

The Company’s previously reported contoured longitudinal section (see news releases from October 7, 2021 and January 17, 2022) followed the northern splay in this area of the Eagle deposit. The new drill results support earlier interpretations that gold mineralization occurs over multiple sub-parallel horizons extending along a northwest-southeast orientation, over an actual stratigraphic thickness of more than 100 m (see Figure 2). Historical drillholes located approximately 1.7 km to the northwest of the reported intercepts are associated with semi-massive to banded pyrite with quartz and Fe-carbonate, with several intercepts over 1 g/t Au, including historical hole F-19 that intersected 3.1 g/t Au over 3.5 m (see Figure 1).


Figure 1: Geologic plan view map depicting Eagle drill plan, Eagle-Telbel deposits and line of section shown in Figure 2.

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/3077/147812_460d6c30e4e63a5d_001full.jpg


Figure 2: Cross section highlighting new assay results and previously reported EM-22-005 intercept along well-defined South Mine Horizon.

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/3077/147812_460d6c30e4e63a5d_002full.jpg

Once all assays have been received from the Company’s 2022 drilling at Eagle, the 3D model and longitudinal sections will be updated with the corresponding grade contouring including all results from the 2022 drilling campaigns.

Table 1: Final and partial results for Eagle drillholes being reported


All intervals are downhole lengths. True widths are estimated to be between 35% (for steeper holes) to 80% (for shallower angle holes) of downhole lengths.

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/3077/147812_460d6c30e4e63a5d_003full.jpg

Qualified Person

The scientific and technical data contained in this press release was reviewed and prepared under the supervision of Fred Speidel, M. Sc., P. Geo., Vice-President Exploration of Maple Gold. Mr. Speidel is a Qualified Person under National Instrument 43-101 Standards of Disclosure for Mineral Projects. Mr. Speidel has verified the data related to the exploration information disclosed in this press release through his direct participation in the work.

Quality Assurance (QA) and Quality Control (QC)

The Company implements strict Quality Assurance (“QA“) and Quality Control (“QC“) protocols at Eagle covering the planning and placing of drill holes in the field; drilling and retrieving the NQ-sized drill core; drillhole surveying; core transport; core logging by qualified personnel; sampling and bagging of core for analysis; transport of core from site to the Val d’Or, Québec AGAT laboratory; sample preparation for assaying; and analysis, recording and final statistical vetting of results. For a complete description of protocols, please visit the Company’s QA/QC webpage at www.maplegoldmines.com.

About Maple Gold

Maple Gold Mines Ltd. is a Canadian advanced exploration company in a 50/50 joint venture with Agnico Eagle Mines Limited to jointly advance the district-scale Douay and Joutel gold projects located in Québec’s prolific Abitibi Greenstone Gold Belt. The projects benefit from exceptional infrastructure access and boast ~400 km2 of highly prospective ground including an established gold resource at Douay (SLR 2022) that holds significant expansion potential as well as the past-producing Eagle, Telbel and Eagle West mines at Joutel. In addition, the Company holds an exclusive option to acquire 100% of the Eagle Mine Property.

The district-scale property package also hosts a significant number of regional exploration targets along a 55 km strike length of the Casa Berardi Deformation Zone that have yet to be tested through drilling, making the project ripe for new gold and polymetallic discoveries. The Company is well capitalized and is currently focused on carrying out exploration and drill programs to grow resources and make new discoveries to establish an exciting new gold district in the heart of the Abitibi. For more information, please visit www.maplegoldmines.com.

ON BEHALF OF MAPLE GOLD MINES LTD.

“Matthew Hornor”

B. Matthew Hornor, President & CEO

For Further Information Please Contact:

Mr. Joness Lang
Executive Vice-President
Cell: 778.686.6836
Email: [email protected]

Mr. Jeff Uppal
Manager, Investor Relations
Cell: 778.977.4724
Email: [email protected]

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS PRESS RELEASE.

Forward Looking Statements:

This press release contains “forward-looking information” and “forward-looking statements” (collectively referred to as “forward-looking statements”) within the meaning of applicable Canadian securities legislation in Canada, including statements about exploration work and results from current and future work programs. Forward-looking statements are based on assumptions, uncertainties and management’s best estimate of future events. Actual events or results could differ materially from the Company’s expectations and projections. Investors are cautioned that forward-looking statements involve risks and uncertainties. Accordingly, readers should not place undue reliance on forward-looking statements. For a more detailed discussion of such risks and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, refer to Maple Gold Mines Ltd.’s filings with Canadian securities regulators available on www.sedar.com or the Company’s website at www.maplegoldmines.comThe Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/147812

Release – Ocugen, Inc. to Ring the Nasdaq Stock Market Closing Bell

Research, News, and Market Daya on OCGN

December 13, 2022

MALVERN, Pa., Dec. 13, 2022 (GLOBE NEWSWIRE) — Ocugen, Inc. (Ocugen or the Company) (NASDAQ: OCGN), a biotechnology company focused on discovering, developing, and commercializing novel gene and cell therapies and vaccines, today announced that Dr. Shankar Musunuri, Chairman, Chief Executive Officer and Co-Founder of Ocugen, along with the Board of Directors and Executive Management Team, will ring the Nasdaq Closing Bell on Monday, December 19, 2022.

The Closing Bell ceremony will be broadcast live starting at 3:45 p.m. Eastern Time from the Nasdaq MarketSite Tower in New York City. To view the broadcast, please visit https://www.nasdaq.com/marketsite/bell-ringing-ceremony or http://Facebook.com/Nasdaq.

“It’s an exciting time at Ocugen as we look back on our 2022 accomplishments and prepare for important clinical and regulatory milestones in the year ahead,” said Dr. Musunuri. “We are honored to ring the Nasdaq Closing Bell and acknowledge Ocugen’s unique approach to medicine, including our modifier gene therapy platform with the potential to treat multiple retinal diseases and vaccine technologies to address the ever-evolving COVID-19 landscape.”

Ocugen is targeting Biologics License Application (BLA) filings or product launches in each of the next five years, reflecting an unwavering commitment to Courageous Innovation.

About Ocugen, Inc.
Ocugen, Inc. is a biotechnology company focused on discovering, developing, and commercializing novel gene and cell therapies and vaccines that improve health and offer hope for patients across the globe. We are making an impact on patients’ lives through courageous innovation—forging new scientific paths that harness our unique intellectual and human capital. Our breakthrough modifier gene therapy platform has the potential to treat multiple retinal diseases with a single product, and we are advancing research in infectious diseases to support public health and orthopedic diseases to address unmet medical needs. Discover more at www.ocugen.com and follow us on Twitter and LinkedIn.

Cautionary Note on Forward-Looking Statements
This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties. We may, in some cases, use terms such as “predicts,” “believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Such statements are subject to numerous important factors, risks, and uncertainties that may cause actual events or results to differ materially from our current expectations. These and other risks and uncertainties are more fully described in our periodic filings with the Securities and Exchange Commission (SEC), including the risk factors described in the section entitled “Risk Factors” in the quarterly and annual reports that we file with the SEC. Any forward-looking statements that we make in this press release speak only as of the date of this press release. Except as required by law, we assume no obligation to update forward-looking statements contained in this press release whether as a result of new information, future events, or otherwise, after the date of this press release.

Contact:
Tiffany Hamilton
Head of Communications
[email protected]

Release – Tonix Pharmaceuticals Announces Exclusive License of Potential Therapeutic or Preventative Humanized anti-SARS-CoV-2 Monoclonal Antibodies from Curia Global, Inc.

Research, News, and Market Data on TNXP

December 12, 2022 7:00am EST

Immunocompromised Individuals, Including Organ Transplant Recipients, are at Increased Risk of Severe COVID-19 and Poor Clinical Outcomes

SARS-CoV-2 has Mutated to Evade the Existing EUA-Approved Therapeutic Monoclonal Antibody Therapies

CHATHAM, N.J., Dec. 12, 2022 (GLOBE NEWSWIRE) — Tonix Pharmaceuticals Holding Corp. (Nasdaq: TNXP), a clinical-stage biopharmaceutical company, today announced that it has obtained an exclusive license from Curia Global, Inc., a leading contract research, development and manufacturing organization, for the development of three humanized murine monoclonal antibodies (mAbs) for the treatment or prophylaxis of SARS-CoV-2 infection. SARS-CoV-2 is the cause of COVID-19.

“We believe that the licensing of these mAbs strengthens our pipeline of next-generation therapeutics to treat COVID-19,” said Seth Lederman, M.D., Chief Executive Officer of Tonix Pharmaceuticals. “Immunocompromised individuals, including organ transplant recipients, are at increased risk of severe COVID-19 and poor clinical outcomes1. Although five monoclonal antibody products, containing seven distinct monoclonal antibodies, have received Emergency Use Authorization (EUA) from the U.S. Food and Drug Administration (FDA) for either treatment or prophylaxis of COVID-19, only a single product, Evusheld®, is still recommended for use as a prophylaxis by the National Institutes of Health COVID-19 Treatment Guidelines Panel or FDA2,3. Moreover, concerns have been raised about the ongoing ability of Evusheld® to prophylax in the face of new variants4. We believe there is a need for second generation mAb treatments and prophylactics for COVID-195. To date, the EUA-approved products have been derived from the blood of COVID-convalescent patients or a humanized mouse6,7. The Company believes that humanized murine monoclonal antibodies discovered by Curia and licensed by Tonix represent a potential new approach to treating SARS-CoV-2 infection. The Company believes that murine monoclonal antibodies have the potential for neutralizing a broader spectrum of SARS-CoV-2 variants and may be harder for SARS-CoV-2 to evade as we face a ‘variant soup’ from both convergent and divergent evolution.”8

Brian Zabel, Ph.D., Senior Director at Curia said, “We are excited to work with Tonix because of their commitment to developing therapeutics to COVID-19. Murine monoclonal antibodies represent a different approach and one that has the potential to generate high affinity antibodies that recognize different epitopes on the SARS-CoV-2 spike protein. Mice have a different repertoire of antibodies and the Curia technology for generating antibodies optimizes the selection of appropriate B cells by the timing of immunization, harvesting approach and screening platform.”

Seth Lederman added, “The potential therapeutic antibodies licensed leverage our expanding internal development and manufacturing capabilities for biologics. These murine monoclonal antibodies and their humanized counterparts build on a base of knowledge from the fully human monoclonal antibody platform, TNX-3600, which we are developing with Columbia University.”

1Haidar G, Mellors JW. Improving the Outcomes of Immunocompromised Patients With Coronavirus Disease 2019. Clin Infect Dis. 2021;73(6):e1397-e1401. Doi:10.1093/cid/ciab397
2https://www.covid19treatmentguidelines.nih.gov/therapies/anti-sars-cov-2-antibody-products/anti-sars-cov-2-monoclonal-antibodies/ – accessed Nov 3, 2022
3FDA Updates on Bebtelovimab www.fda.gov/drugs/drug-safety-and-availability/fda-updates-bebtelovimab– Accessed Nov 4, 2022
4Wu, K.J. October 29, 2022. The Atlantic. “The End of Evusheld: If you’re immunocompromised, this … isn’t great.” www.theatlantic.com/health/archive/2022/10/covid-variants-antibody-treatments-immunocompromised/671929/
5Madison Muller, M. November 16, 2022. Bloomberg. “Doctors Are Running Out of Antibody Drugs to Treat Covid as Virus Mutates.” www.bloomberg.com/news/articles/2022-11-16/covid-s-mutations-leave-doctors-with-far-fewer-antibody-drugs-to-treat-virus?
6Hansen J et al. Science. 2020 Aug 21;369(6506):1010-1014.  Doi: 10.1126/science.abd0827
7 Asdaq, S.M.B. et al. A Patent Review on the Therapeutic Application of Monoclonal Antibodies in COVID-19. Int. J. Mol. Sci. 2021, 22, 11953. https://doi.org/10.3390/ijms222111953
8Callaway, E. Oct 28 2022. Nature (News). COVID ‘variant soup’ is making winter surges hard to predict: Descendants of Omicron are proliferating worldwide — and the same mutations are coming up again and again. www.nature.com/articles/d41586-022-03445-6

Tonix Pharmaceuticals Holding Corp.*

Tonix is a clinical-stage biopharmaceutical company focused on discovering, licensing, acquiring and developing therapeutics to treat and prevent human disease and alleviate suffering. Tonix’s portfolio is composed of central nervous system (CNS), rare disease, immunology and infectious disease product candidates. Tonix’s CNS portfolio includes both small molecules and biologics to treat pain, neurologic, psychiatric and addiction conditions. Tonix’s lead CNS candidate, TNX-102 SL (cyclobenzaprine HCl sublingual tablet), is in mid-Phase 3 development for the management of fibromyalgia with a new Phase 3 study launched in the second quarter of 2022 and interim data expected in the second quarter of 2023. TNX-102 SL is also being developed to treat Long COVID, a chronic post-acute COVID-19 condition. Tonix initiated a Phase 2 study in Long COVID in the third quarter of 2022 and expects interim data in the second quarter of 2023. TNX-1300 (cocaine esterase) is a biologic designed to treat cocaine intoxication and has been granted Breakthrough Therapy designation by the FDA. A Phase 2 study of TNX-1300 is expected to be initiated in the first quarter of 2023. TNX-1900 (intranasal potentiated oxytocin), a small molecule in development for chronic migraine, is expected to enter the clinic with a Phase 2 study in the first quarter of 2023. TNX-601 ER (tianeptine hemioxalate extended-release tablets) is a once-daily formulation of tianeptine being developed as a potential treatment for major depressive disorder (MDD) with a Phase 2 study expected to be initiated in the first quarter of 2023. Tonix’s rare disease portfolio includes TNX-2900 (intranasal potentiated oxytocin) for the treatment of Prader-Willi syndrome. TNX-2900 has been granted Orphan Drug designation by the FDA. Tonix’s immunology portfolio includes biologics to address organ transplant rejection, autoimmunity and cancer, including TNX-1500, which is a humanized monoclonal antibody targeting CD40-ligand (CD40L or CD154) being developed for the prevention of allograft and xenograft rejection and for the treatment of autoimmune diseases. A Phase 1 study of TNX-1500 is expected to be initiated in the first half of 2023. Tonix’s infectious disease pipeline consists of a vaccine in development to prevent smallpox and monkeypox, next-generation vaccines to prevent COVID-19, and a platform to make fully human monoclonal antibodies to treat COVID-19. TNX-801, Tonix’s vaccine in development to prevent smallpox and monkeypox, also serves as the live virus vaccine platform or recombinant pox vaccine (RPV) platform for other infectious diseases. A Phase 1 study of TNX-801 is expected to be initiated in Kenya in the first half of 2023. Tonix’s lead vaccine candidate for COVID-19 is TNX-1850, a live virus vaccines based on Tonix’s recombinant pox live virus vector vaccine platform.

*All of Tonix’s product candidates are investigational new drugs or biologics and have not been approved for any indication.

This press release and further information about Tonix can be found at www.tonixpharma.com.

Forward Looking Statements
Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as “anticipate,” “believe,” “forecast,” “estimate,” “expect,” and “intend,” among others. These forward-looking statements are based on Tonix’s current expectations and actual results could differ materially. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, risks related to the failure to obtain FDA clearances or approvals and noncompliance with FDA regulations; delays and uncertainties caused by the global COVID-19 pandemic; risks related to the timing and progress of clinical development of our product candidates; our need for additional financing; uncertainties of patent protection and litigation; uncertainties of government or third party payor reimbursement; limited research and development efforts and dependence upon third parties; and substantial competition. As with any pharmaceutical under development, there are significant risks in the development, regulatory approval and commercialization of new products. Tonix does not undertake an obligation to update or revise any forward-looking statement. Investors should read the risk factors set forth in the Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on March 14, 2022, and periodic reports filed with the SEC on or after the date thereof. All of Tonix’s forward-looking statements are expressly qualified by all such risk factors and other cautionary statements. The information set forth herein speaks only as of the date thereof.

Contacts
Jessica Morris (corporate)
Tonix Pharmaceuticals
[email protected]
(862) 904-8182

Olipriya Das, Ph.D. (media)
Russo Partners
[email protected]
(646) 942-5588

Peter Vozzo (investors)
ICR Westwicke
[email protected]
(443) 213-0505

Source: Tonix Pharmaceuticals Holding Corp.

Released December 12, 2022

Release – Motorsport Games Enters Into Equity Purchase Agreement

Research, News, and Market Data on MSGM

DECEMBER 9, 2022

Motorsport Games Enters into Equity Purchase Agreement

MIAMI, Dec. 09, 2022 (GLOBE NEWSWIRE) — Motorsport Games Inc. (NASDAQ: MSGM) (“Motorsport Games” or the “Company”) today announced that the Company has entered into a purchase agreement (the “Agreement”) with an investor for up to $2 million, which amount may increase at the Company’s option to $10 million.

Under the terms and conditions of the Agreement, the Company has the right, but not the obligation, to sell to the investor up to $2 million of its shares of common stock, which amount may increase at the Company’s option to up to $10 million in shares, until December 31, 2023, subject to certain limitations. Any shares of common stock that is sold to the investor will occur at a purchase price that is determined in part by prevailing market prices at the time of each sale. The investor has agreed not to cause or engage in any short selling or hedging of the Company’s common stock. The Company issued common shares to the investor as consideration for the investor’s commitment to purchase the Company’s common stock under the Agreement.

“We are pleased to enter into the purchase agreement and expect to use the proceeds, as available, for product development and other business purposes. This transaction provides us with additional financial flexibility as we continue to execute on our business plan,” said Dmitry Kozko, CEO and Executive Chairman of Motorsport Games.

The foregoing summary of the Agreement is incomplete, and further details relating to the Agreement, including additional terms and conditions, and this transaction will be contained in the Current Report on Form 8-K the Company intends to file with the Securities and Exchange Commission later today.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will 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.

The offering of the securities described in this press release is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-262462) (the “Registration Statement”), and the related base prospectus included in the Registration Statement, as supplemented by a prospectus supplement to be filed with the SEC on or about December 9, 2022. Copies of the prospectus supplement and accompanying prospectus may be obtained when filed with the SEC at the SEC’s website at www.sec.gov.

About Motorsport Games:

Motorsport Games, a Motorsport Network company, is a leading racing game developer, publisher and esports ecosystem provider of official motorsport racing series throughout the world. Combining innovative and engaging video games with exciting esports competitions and content for racing fans and gamers, Motorsport Games strives to make the joy of racing accessible to everyone. The Company is the officially licensed video game developer and publisher for iconic motorsport racing series across PC, PlayStation, Xbox, Nintendo Switch and mobile, including NASCAR, INDYCAR, 24 Hours of Le Mans and the British Touring Car Championship (“BTCC”), as well as the industry leading rFactor 2 and KartKraft simulations. rFactor 2 also serves as the official sim racing platform of Formula E, while also powering F1 Arcade through a partnership with Kindred Concepts. Motorsport Games is an award-winning esports partner of choice for 24 Hours of Le Mans, Formula E, BTCC, the FIA World Rallycross Championship and the eNASCAR Heat Pro League, among others. Motorsport Games is building a virtual racing ecosystem where each product drives excitement, every esports event is an adventure and every story inspires.

FORWARD-LOOKING STATEMENTS

Certain statements in this press release which are not historical facts are 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, and are provided pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Any statements in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to identify such forward-looking statements. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Motorsport Games and are difficult to predict. Examples of such risks and uncertainties include, without limitation, sales of shares under the Agreement impacting the price of the Company’s Class A common stock, inability to raise funds under the Agreement due to certain limitations under the Agreement, and less than expected results from the proceeds raised from any transaction under the Agreement. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in Motorsport Games’ filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, its Quarterly Reports on Form 10-Q filed with the SEC during 2022, as well as in its subsequent filings with the SEC. Motorsport Games anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Motorsport Games assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not be relied upon as representing Motorsport Games’ plans and expectations as of any subsequent date.

Website and Social Media Disclosure:

Investors and others should note that we announce material financial information to our investors using our investor relations website (ir.motorsportgames.com), SEC filings, press releases, public conference calls and webcasts. We use these channels, as well as social media and blogs, to communicate with our investors and the public about our company and our products. It is possible that the information we post on our websites, social media and blogs could be deemed to be material information. Therefore, we encourage investors, the media and others interested in our company to review the information we post on the websites, social media channels and blogs, including the following (which list we will update from time to time on our investor relations website):

   Websites   Social Media
   motorsportgames.comTwitter: @msportgames & @traxiongg
   traxion.ggInstagram: msportgames & traxiongg
   motorsport.comFacebook: Motorsport Games & traxiongg
 LinkedIn: Motorsport Games
 Twitch: traxiongg
 Reddit: traxiongg

The contents of these websites and social media channels are not part of, nor will they be incorporated by reference into, this press release.

Contacts:

Investors:
[email protected]

Media:
[email protected]

A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/fd08caca-5122-49aa-923c-4b77a6e8200a

 

Release – Comtech Announces Results for its First Quarter of Fiscal 2023 and Updates Second Quarter Fiscal 2023 Financial Targets

Research News and Market Data on CMTL

MELVILLE, N.Y. – December 8, 2022–Comtech (NASDAQ: CMTL), a leading global provider of satellite and space communications and terrestrial and wireless network infrastructures, today announced its first quarter fiscal 2023 financial results and updated its second quarter fiscal 2023 financial targets in a letter to shareholders which is now posted to the Investor Relations section of Comtech’s website.

Investors are invited to access the first quarter fiscal 2023 shareholder letter at its web site at investor.comtech.com. A copy of the letter will also be filed with the Securities and Exchange Commission in a Form 8-K.

Comtech also intends to host a previously scheduled earnings conference call at 5:00PM ET today that is intended to be briefer but provide more time for questions and discussion. Individuals can access the conference call by dialing (800) 225-9448 (domestic) or (203) 518-9708 (international) and using the conference I.D. of “Comtech.” A replay of the conference call will be available for seven days by dialing (800) 839-2434 or (402) 220-7211. A live webcast of the call is also available at investor.comtech.com.

About Comtech

Comtech is a leading global provider of satellite and space communications and terrestrial and wireless network infrastructures to commercial and government customers around the world. Headquartered in Melville, New York and with a passion for customer success, Comtech designs, produces and markets advanced and secure wireless solutions. For more information, please visit www.comtech.com.

Certain information in this press release contains statements that are forward-looking in nature and involve certain significant risks and uncertainties. Actual results could differ materially from such forward-looking information. The Company’s Securities and Exchange Commission filings identify many such risks and uncertainties. Any forward- looking information in this press release is qualified in its entirety by the risks and uncertainties described in such Securities and Exchange Commission filings.

PCMTL

View source version on businesswire.com: https://www.businesswire.com/news/home/20221208005817/en/

Investor Relations

Robert Samuels

631-962-7102

[email protected]

Release – Alliance Resource Partners, L.P. Announces CFO Transition

Research, News, and Market Data on ARLP

Company Release – 12/8/2022 4:05 PM ET

TULSA, Okla.–(BUSINESS WIRE)– Alliance Resource Partners, L.P. (NASDAQ: ARLP) (“Alliance” or the “Partnership”) announced today that the Board of Directors of its general partner, Alliance Resource Management GP, LLC, has appointed Cary P. Marshall as Senior Vice President and Chief Financial Officer effective April 1, 2023. The appointment follows the Partnership’s previously announced retirement and succession plan for Brian L. Cantrell, current Chief Financial Officer. Mr. Cantrell will remain with Alliance through March 31, 2023, to facilitate an orderly transition.

“We extend our thanks and appreciation to Brian for his leadership, service, and contributions to Alliance over the past 19 years,” said Joseph W. Craft III, Chairman, President and Chief Executive Officer. “Brian played a critical role in the Partnership’s growth and financial strength during his tenure, and we wish him and his family all the best in his retirement.”

“As we transition Brian’s duties and responsibilities, we are fortunate to have a talented, proven, and capable leader like Cary fully-ready to step-in,” added Mr. Craft. “We are confident that Cary’s extensive knowledge of the business coupled with more than three decades of related experience will allow us to maintain our financial discipline and principles while advancing the performance and practices of the organization.”

Mr. Marshall has served as Alliance’s Vice President, Corporate Finance and Treasurer since May 2003. Mr. Marshall joined Alliance’s predecessor entity, MAPCO Inc., in 1989 and has since held multiple positions across corporate finance and marketing. Mr. Marshall is an alumnus of Southern Methodist University, where he received a Bachelor of Business Administration degree and a Master of Business Administration degree.

About Alliance Resource Partners, L.P.

ARLP is a diversified energy company that is currently the second largest coal producer in the eastern United States. ARLP also generates operating and royalty income from mineral interests it owns in strategic coal and oil & gas producing regions in the United States. In addition, ARLP is positioning itself as an energy provider for the future by leveraging its core technology and operating competencies to make strategic investments in the fast-growing energy and infrastructure transition.

News, unit prices and additional information about ARLP, including filings with the Securities and Exchange Commission (“SEC”), are available at www.arlp.com. For more information, contact the investor relations department of ARLP at (918) 295-7674 or via e-mail at [email protected].

Cary Marshall
Alliance Resource Partners, L.P.
(918) 295-7600

Source: Alliance Resource Partners, L.P.

Release – Baudax Bio Initiates Phase II Clinical Trial Evaluating BX1000 in Patients Undergoing Surgery

Research, News, and Market Data on BXRX

December 08, 2022 8:00am EST

MALVERN, Pa., Dec. 08, 2022 (GLOBE NEWSWIRE) — Baudax Bio, Inc. (NASDAQ:BXRX) a pharmaceutical company focused on innovative products for hospital and related settings, today announced the initiation of a clinical study evaluating the safety, tolerability profile, and intubation conditions of BX1000 for neuromuscular blockade (NMB) in patients undergoing elective surgery.

This randomized, double-blind clinical trial will study BX1000 in approximately 80 adult patients, 18-65 years of age, who undergo elective surgery utilizing total intravenous anesthesia (TIVA) in an outpatient setting. Patients will undergo elective surgery with an intravenous (IV) line for anesthesia and study drug administration. Once anesthetized, neuromuscular monitoring will be initiated via electromyography (EMG), and approximately 3-5 minutes after induction of anesthesia, the randomized NMB treatment will be administered as an IV bolus. Intubation conditions will be assessed at 60 seconds after administration of the NMB dose and will be reassessed at 90 and 120 seconds if needed, with tracheal intubation performed when clinically acceptable conditions are identified. These “intubating conditions” represent the endpoint for NDA approval for NMB agents. Following successful tracheal intubation, patients will proceed to undergo their elective surgical procedures according to the standard practice of the investigator or surgical unit. Patients will be monitored post-surgery in the anesthesia recovery area and will be transferred to the inpatient facility where they will remain for at least 8 hours following NMB administration, to be discharged at the discretion of the investigator. There will be an in-person follow-up visit and several telephonic safety follow ups as well.

“The initiation of this Phase II clinical study in patients undergoing elective surgery is an important step for the overall NMB program, and we look forward to data on BX1000’s safety, tolerability, and neuromuscular blocking profile,” said Gerri Henwood, Baudax Bio’s President and Chief Executive Officer. “We believe that BX1000, in combination with BX3000 (reversal agent), may permit precise control of the time patients are under neuromuscular paralysis. This could be significantly impactful for patients, surgeons, and anesthesiologists by enhancing safety, and possibly saving time and reducing costs related to delayed recovery from neuromuscular paralysis following surgical procedures. To date, no serious adverse events have been reported in the first group of patients enrolled and efficacy parameters have been recorded. We look forward to announcing the completion of the pre-planned first interim analysis of the BX1000 Phase 2 surgery trial early in 2023, with a target of completing full study enrollment by the end of March, 2023.”

About Baudax Bio’s Neuromuscular Blocking Agents (NMBs)

Baudax Bio holds exclusive global rights to two novel NMBs, BX1000, an intermediate duration, clinical stage agent, and BX2000, an ultra-short duration, clinical stage agent, as well as a proprietary chemical reversal agent, BX3000, undergoing nonclinical studies intended to support an IND filing in 2023. BX3000 is a specific reversal agent that rapidly reverses BX1000 and BX2000. All three agents are licensed from Cornell University. Used together, we believe these agents allow for a very rapid induction of neuromuscular blockade for surgical settings, followed by a rapid reversal of the neuromuscular blockade. These novel agents have the potential to meaningfully reduce procedure recovery time in operating rooms or post-acute care settings, resulting in valuable cost savings to hospitals and ambulatory surgical centers.

About Baudax Bio

Baudax Bio is a pharmaceutical company focused on innovative products for hospital and related settings. The Company has a pipeline of innovative pharmaceutical assets including two clinical-stage, novel neuromuscular blocking (NMBs) agents, one in a Phase II study and an additional unique NMB in a dose escalation Phase I study, as well as a proprietary chemical reversal agent specific to these NMBs. Baudax Bio has received approval for and marketed ANJESO®, the first and only 24-hour, intravenous (IV) COX-2 preferential non-opioid, non-steroidal anti-inflammatory (NSAID) for the management of moderate to severe pain. For more information, please visit www.baudaxbio.com.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements reflect Baudax Bio’s expectations about its future performance and opportunities that involve substantial risks and uncertainties. When used herein, the words “anticipate,” “believe,” “estimate,” “may,” “upcoming,” “plan,” “target,” “goal,” “intend” and “expect” and similar expressions, as they relate to Baudax Bio or its management, are intended to identify such forward-looking statements. Forward-looking statements may include, without limitation, statements regarding the use of net proceeds from the offering. These forward-looking statements are based on information available to Baudax Bio as of the date of publication on this internet site, including Baudax Bio’s ability to realize any anticipated benefits from the reverse stock split, including maintaining its listing on the Nasdaq Capital Market and attracting new investors. These risks and uncertainties include, among other things, risks related to market, economic and other conditions, the ongoing economic and social consequences of the COVID-19 pandemic, Baudax Bio’s ability to advance its current product candidate pipeline through pre-clinical studies and clinical trials, Baudax Bio’s ability to raise future financing for continued development of its product candidates such as BX1000, BX2000 and BX3000, Baudax Bio’s ability to pay its debt and satisfy conditions necessary to access future tranches of debt, Baudax Bio’s ability to comply with the financial and other covenants under its credit facility, Baudax Bio’s ability to manage costs and execute on its operational and budget plans, Baudax Bio’s ability to achieve its financial goals; Baudax Bio’s ability to comply with all listing requirements of the Nasdaq Capital Market; and Baudax Bio’s ability to obtain, maintain and successfully enforce adequate patent and other intellectual property protection. These forward-looking statements should be considered together with the risks and uncertainties that may affect Baudax Bio’s business and future results included in Baudax Bio’s filings with the Securities and Exchange Commission at www.sec.gov. These forward-looking statements are based on information currently available to Baudax Bio, and Baudax Bio assumes no obligation to update any forward-looking statements except as required by applicable law.

CONTACT:

Investor Relations Contact:

Argot Partners
Sam Martin / Kaela Ilami
(212) 600-1902
[email protected]

Media Contact:

Argot Partners
David Rosen
(212) 600-1902
[email protected]

Source: Baudax Bio, Inc.

Released December 8, 2022

Release – Digerati Technologies Provides Update on its Plan to List on NASDAQ via Business Combination with Minority Equality Opportunities Acquisition Inc.

Research, News, and Market Data on DTGI

SAN ANTONIO, TX (GlobeNewswire) – December 8, 2022 – Digerati Technologies, Inc. (OTCQB: DTGI) (“Digerati” or the “Company”), a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the small to medium-sized business (“SMB”) market, is pleased to provide an update to its previously announced signing of a definitive business combination agreement with Minority Equality Opportunities Acquisition Inc. (NASDAQ: MEOA) (“MEOA”).

The Company and MEOA have made significant progress since the business combination agreement was executed on August 30, 2022. Key accomplishments include:

  • MEOA’s filing of the S-4 registration statement for the business combination on November 30, 2022.
  • Filing by MEOA of its Charter Amendment approved by the shareholders of MEOA on November 29, 2022.

The transaction results in a $105 million enterprise valuation for Digerati and has been approved by the boards of directors of both of Digerati and MEOA, with an expected closing in the first quarter of CY 2023, subject to shareholder, U.S. Securities and Exchange Commission (“SEC”) and Nasdaq approval. The S-4 registration statement for the business combination is currently under review by the SEC. For further information on the transaction and related filings, please visit the links below.

Minority Equality Opportunities Acquisition Inc. (MEOA) S-4:

Minority Equality Opportunities Acquisition Inc. (MEOA) 8K (Related to the Charter Amendment):

About Digerati Technologies, Inc.

Digerati Technologies, Inc. (OTCQB: DTGI) is a provider of cloud services specializing in UCaaS (Unified Communications as a Service) solutions for the business market. Through its operating subsidiaries NextLevel Internet (NextLevelinternet.com) T3 Communications (T3com.com), Nexogy (Nexogy.com), and SkyNet Telecom (Skynettelecom.net), the Company is meeting the global needs of small businesses seeking simple, flexible, reliable, and cost-effective communication and network solutions including, cloud PBX, cloud telephony, cloud WAN, cloud call center, cloud mobile, and the delivery of digital oxygen on its broadband network. The Company has developed a robust integration platform to fuel mergers and acquisitions in a highly fragmented market as it delivers business solutions on its carrier-grade network and Only in the Cloud™. 

About Minority Equality Opportunities Acquisition Inc.

Minority Equality Opportunities Acquisition Inc. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, organized under the laws of the Delaware and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with companies that are minority owned, led or founded.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Important Information and Where to Find It

This press release is being made in respect of the proposed business combination transaction involving MEOA and Digerati. As mentioned above, the parties have filed a registration statement on Form S-4 with the SEC, which includes a proxy statement for MEOA and Digerati shareholders and also serves as a prospectus related to offers and sales of the securities of the combined entity. MEOA will also file other documents regarding the proposed transaction with the SEC. A definitive proxy statement/prospectus will also be sent to the stockholders of MEOA and Digerati, seeking required stockholder approval. Before making any voting or investment decision, investors and security holders of MEOA and Digerati are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.

In addition, the documents filed with the SEC may be obtained from MEOA’s website at https://www.meoaus.com.

Participants in the Solicitation

MEOA, Digerati and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders, in favor of the approval of the merger. Information regarding MEOA’s and Digerati’s directors and executive officers and other persons who may be deemed participants in the solicitation may be obtained by reading the registration statement and the proxy statement/prospectus and other relevant documents filed with the SEC when they become available. Free copies of these documents may be obtained as described above.

Forward-Looking Statements

This press release includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the applicable securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters.

These forward-looking statements include, but are not limited to, statements regarding the terms and conditions of the proposed business combination and related transactions disclosed herein, the timing of the consummation of such transactions, assumptions regarding shareholder redemptions and the anticipated benefits and financial position of the parties resulting therefrom. These statements are based on various assumptions and/or on the current expectations of MEOA or Digerati’s management. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor or other person as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of MEOA and/or Digerati. These forward-looking statements are subject to a number of risks and uncertainties, including but not limited to general economic, financial, legal, political and business conditions and changes in domestic and foreign markets; the amount of redemption requests made by MEOA’s public shareholders; NASDAQ’s approval of MEOA’s initial listing application; changes in the assumptions underlying Digerati’s expectations regarding its future business; the effects of competition on Digerati’s future business; and the outcome of judicial proceedings to which Digerati is, or may become a party.

If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Digerati and MEOA presently do not know or currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect expectations, assumptions, plans or forecasts of future events and views as of the date of this press release. Digerati and MEOA anticipate that subsequent events and developments will cause these assessments to change. However, while Digerati and/or MEOA may elect to update these forward-looking statements at some point in the future, each of Digerati and MEOA specifically disclaims any obligation to do so, except as required by applicable law. These forward-looking statements should not be relied upon as representing Digerati’s or MEOA (or their respective affiliates’) assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Facebook: Digerati Technologies, Inc.
Twitter: @DIGERATI_IR
LinkedIn: Digerati Technologies, Inc.

Investors

ClearThink
Brian Loper
[email protected]
(347) 413-4234

Release – GameSquare Esports Inc. and Engine Gaming & Media, Inc. Enter Definitive Arrangement Agreement

Research, News, and Market Data on GAME

12/08/2022

Combination creates end to end digital media and technology platform connecting global brands with gaming and youth culture audiences

GameSquare Esports shareholders are expected to own approximately 60% of combined company, and Engine Gaming shareholders are expected to own approximately 40% of the combined company which will trade on the NASDAQ and TSX Venture Exchange under the ticker symbol GAME

TORONTO, ON and NEW YORK, NY / ACCESSWIRE / December 8, 2022 / GameSquare Esports Inc. (CSE:GSQ);(OTCQB:GMSQF);(FRA:29Q1) (“GameSquare”), a vertically integrated, international digital media and entertainment company focused on gaming and esports, and Engine Gaming and Media, Inc. (“Engine Gaming” or “Engine”) (NASDAQ:GAME);(TSXV:GAME), a data-driven, gaming, media and influencer marketing platform company, today announced that they have entered into a definitive arrangement agreement (the “Arrangement”) dated December 7, 2022to combine their businesses via an all share deal, whereby each common share of GameSquare (a “Gamesquare Share”) will be exchanged for 0.08262 Engine Gaming common shares (the “Engine Gaming Shares”).

Following the all-share transaction, former GameSquare Esports shareholders are expected to own approximately 60% of the combined entity, and current Engine Gaming shareholders are expected to own approximately 40% of the combined entity on a fully diluted basis, and it is intended that the Engine Gaming Shares will continue to trade on the Nasdaq Stock Market (the “Nasdaq”) and TSX Venture Exchange (the “TSXV”) under the symbol “GAME.” The combined entity will retain the “GameSquare” brand globally.

Justin Kenna is expected to lead the combined company as CEO and Lou Schwartz is expected to oversee the combined company’s technology platforms, as President. In addition, Jerry Jones, owner of the Dallas Cowboys, and John Goff, Chairman and Founder of Goff Capital, Inc. will continue to be the largest investors of the combined entity. Representatives of the Jones Family and of Goff Capital will continue to hold significant board representation of the new company.

The combined company integrates GameSquare’s award winning content, advertiser, and influencer businesses with Engine’s market leading data, analytics, advertising and marketing technology platforms. The transaction creates a market leading, end-to-end platform with reach across esports, sports, influencer, publisher, and advertising networks for brands to connect with the increasingly difficult to reach youth culture audiences. The combined company will provide global brands and advertisers with solutions that develop innovative strategies to connect to youth audiences.

“Today’s announcement is a transformative opportunity for our customers, team members, and shareholders, as we build what we believe will be one of the world’s largest and most influential gaming, esports, and media companies focused on youth culture,” said Justin Kenna, CEO of GameSquare. “The merger immediately expands our scale, which we expect will help us on an accelerated path to profitability in 2023, while creating an organization with a leading platform of end-to-end media, content, and technology assets. GameSquare and Engine Gaming have highly complementary core strengths, including broad product portfolios, and passionate team members committed to the gaming and esports markets. As a combined organization, we will have an enhanced platform and expanded resources, including essential data and analytic solutions, to serve a broader base of global customers and accelerate growth. I am excited by the significant opportunities we will have as a combined company to create substantial value for our shareholders.”

“We are thrilled to announce the merger with GameSquare,” commented Lou Schwartz, CEO of Engine Gaming. “Engine Gaming’s unique technology assets, including live streaming data, analytics, influencer marketing platform, and programmatic advertising solutions enhance and expand GameSquare’s capabilities in connecting brands with fans. As a full service, integrated company, we will be able to meet the needs of any brand sponsor through our SaaS revenue-based technology platforms. We believe the combined company will drive powerful growth and scale, while enabling an accelerated path to profitability.”

Tom Rogers, Executive Chairman of Engine Gaming added, “This merger is the successful culmination of our previously announced strategic alternatives process. We believe the merger between GameSquare and Engine provides strong potential return for shareholders, and allows Engine’s stockholders to participate in the value creation of the combined company. The transaction satisfies all the announced goals of the strategic process – greater scale, catalyzing growth, and significant cost and revenue synergies.

Transaction Highlights:

  • Significant financial profile. GameSquare and Engine Gaming, combined, have delivered $70+ million of trailing twelve-month revenue (unaudited), reflecting a nearly doubling of revenues over that same period.[1]
  • Enhanced financial predictability. The transaction is expected to improve the recurring and reoccurring revenue profile of the combined business. Management believes that a larger, predictable revenue profile from the entity’s agency, programmatic, SaaS, sponsorships, and league fees provide an improved financial foundation for accelerated growth.
  • Highly complementary businesses. Management believes that the businesses within Engine Gaming and GameSquare are highly complementary and expect significant opportunities for revenue synergies and acceleration of growth. The combination of creative digital agencies, an influencer marketing platform, innovative advertising solutions, leading programmatic businesses, an elite esports organization, audience intelligence technology, content production, and merchandise and consumer product design means that the new entity will have an unrivaled end-to-end suite of services for brands seeking to reach gaming and esports fans.
  • Global client base with limited cross over. Management believes the limited overlap of existing brands and clients will provide numerous opportunities for cross selling and optimization, to delivering more outstanding outcomes to our clients, including The Kraft Heinz Group, Tyson Foods, Jack in the Box, Converse, HyperX, Epic Games, Microsoft, the Dallas Cowboys, Riot Games, Activision Blizzard, Electronic Arts, and many more.
  • Large audience in gaming and esports Management believes that the combination of GameSquare and Engine Gaming may result in an audience and reach as large as any gaming and esports company currently in the market. Specifically, GameSquare has an audience of 220 million and Engine has 130 million monthly followers within the advertising network.
  • Improved access to U.S. investors and capital. The combined entity intends to retain Nasdaq and TSXV dual listing under the ticker GAME. Management believes that access to the U.S. financial markets as a gaming and esports company with significant revenue scale could represent an opportunity for valuation rerating catalyst for the combined company.
  • Accelerated path to profitability. The combined entity is expected be on an accelerated path to profitability in 2023 as it benefits from significant operating leverage, outsized revenue growth, and meaningful cost synergies created by the new Company.
  • Experienced management and board of directors. The Company expects to greatly benefit from substantial experience of the post-Transaction management team and a strong board of directors. The leadership team will be composed of executives from GameSquare and Engine Gaming that will have deep managerial expertise supported by the talented staff and leaders throughout the two companies.

Additional Details regarding the Arrangement
Under the Arrangement, Engine Gaming will issue to GameSquare shareholders 0.08262 Engine Gaming Shares in exchange for each GameSquare Share held (the “Exchange Ratio”). Based on the number of outstanding GameSquare Shares as of the date of this press release, it is expected that Engine Gaming will issue an aggregate of approximately 25,409,372 Engine Gaming Shares to GameSquare shareholders. All warrants, stock options and restricted share units of GameSquare will be exchanged for replacement warrants, stock options and restricted share units of Engine Gaming on identical terms, as adjusted in accordance with the Exchange Ratio and the Consolidation (as defined below), if applicable.

The Arrangement is anticipated to close in the first quarter of 2023. The completion of the Arrangement is subject to customary terms and conditions, including the following: approval of the Arrangement by Engine Gaming and GameSquare shareholders; court approval of the Arrangement; and, receipt of all required regulatory approvals, including acceptance by the TSXV.

Prior to closing of the Arrangement, Engine Gaming shall apply to list the post-closing Engine Gaming Shares on the Nasdaq and TSXV. There can be no assurances that Nasdaq or TSXV will accept such listing.

If required, in order to comply with policies of the Nasdaq, prior to or concurrently with closing of the Arrangement, Engine Gaming may consolidate the Engine Gaming Shares based on a consolidation ratio to be determined by Engine Gaming at such time (the “Consolidation”).

Engine Gaming and GameSquare are arm’s length.

Board Recommendations and Shareholder Approvals
The board of directors of each of Engine Gaming and GameSquare, after receiving financial and legal advice, have unanimously approved the Arrangement and recommend that their respective shareholders vote in favor of the Arrangement. Evans & Evans, Inc. has provided an opinion to the board of directors of GameSquare stating that, based upon and subject to the assumptions, limitations, and qualifications set forth therein, the consideration to be received by the GameSquare Shareholders pursuant to the Arrangement is fair, from a financial point of view to the GameSquare Shareholders. Haywood Securities Inc. has provided an opinion to the board of directors of Engine Gaming stating that, based upon and subject to the assumptions, limitations, and qualifications set forth therein, the Exchange Ratio is fair, from a financial point of view to the Engine Gaming Shareholders.

The Arrangement requires approval by at least 66.67% of the holders of the GameSquare Shares who vote at the meeting. It is expected that all proportionate voting shares of GameSquare shall be converted to GameSquare Shares prior to the meeting of the GameSquare Shareholders to approve the Arrangement.

Pursuant to the policies of the TSXV, the Arrangement requires approval of at least a majority of Engine Gaming Shareholders.

Board and Management
The board of directors of Engine Gaming following the Arrangement are anticipated to be comprised of Justin Kenna, Tom Walker, Travis Goff and Jerami Gorman, who are currently directors of GameSquare, as well as Tom Rogers who will be Executive Chairman of the Board, Lou Schwartz, and Stu Porter who are currently directors of Engine Gaming. These directors shall hold office until the first annual meeting of the shareholders of the Resulting Issuer following closing, or until their successors are duly appointed or elected.

The officers of the Resulting Issuer are anticipated to be Justin Kenna as Chief Executive Officer (currently Chief Executive Officer of GameSquare), Lou Schwartz as President ( currently Director, and Chief Executive Officer of Engine Gaming), Mike Munoz as Chief Financial Officer (currently Chief Financial Officer of Engine Gaming), Sean Horvath as Chief Revenue Officer (currently Chief Revenue Officer of GameSquare), Paolo DiPasquale as Chief Strategy Officer (currently Chief Strategy Officer of GameSquare), John Wilk as General Counsel (currently General Counsel of Engine Gaming), Matt Ehrens as Chief Technology Officer (currently Chief Technology Officer of Engine Gaming), and Jill Peters as Chief Media Officer (currently Chief Operations Officer of GameSquare).

About GameSquare Esports Inc.
GameSquare was incorporated under the Business Corporations Act (Ontario) on December 13, 2018. GameSquare is a vertically integrated, international digital media and entertainment company enabling global brands to connect and interact with gaming and esports fans. GameSquare owns a portfolio of companies including Code Red Esports Ltd., an esports talent agency serving the UK, GCN, a digital media company focusing on the gaming and esports audience based in Los Angeles, USA., Cut+Sew (Zoned), a gaming and lifestyle marketing agency based in Los Angeles, USA, Complexity Gaming, a leading esports organization operating in the United States, Fourth Frame Studios, a multidisciplinary creative production studio, and Mission Supply, a merchandise and consumer products business. The Company is headquartered in Toronto, Canada.

Year ended December 31, 2021*

Assets $30,209,519

Liabilities $7,839,020

Revenues $13,687,889

Gross Profit $4,437,258

Net Profit (losses) ($26,556,311)

*Denotes all values in Canadian dollars as at time of reporting (started reporting to USD in 2022)

About Engine Gaming and Media, Inc.
Engine Gaming and Media, Inc. (NASDAQ:GAME);(TSXV:GAME) provides unparalleled live streaming data and social analytics, influencer relationship management and monetization, and programmatic advertising to support the world’s largest video gaming companies, brand marketers, ecommerce companies, media publishers and agencies to drive new streams of revenue. The company’s subsidiaries include Stream Hatchet, the global leader in gaming video distribution analytics; Sideqik, a social influencer marketing discovery, analytics, and activation platform; and Frankly Media, a digital publishing platform used to create, distribute, and monetize content across all digital channels. Engine Gaming generates revenue through a combination of software-as-a-service subscription fees, managed services, and programmatic advertising. For more information, please visit www.enginegaming.com.

Year ended August 31, 2022

Assets $42,694,808

Liabilities $26,808,217

Revenues $41,882,613

Net Profit (losses) ($14,478,598)

*GAME does not provide gross margins

Advisors
Oak Hills Securities, Inc. served as GameSquare’s exclusive financial advisor. Evans & Evans, Inc. is acting as financial advisor to GameSquare on the Arrangement and Haywood Securities Inc. is acting as financial advisor to Engine Gaming on the Arrangement. Polsinelli PC and Miller Thomson LLP are acting as counsel to GameSquare on the Arrangement and Fogler, Rubinoff LLP and Dorsey Whitney LLP are acting as counsel to Engine Gaming on the Arrangement.

Contact
GameSquare Esports Inc.

For further information, please contact Investor Relations for GameSquare Esports Inc.:
Paolo DiPasquale, Chief Strategy Officer
Phone: (216) 464-6400
Email: [email protected]

Andrew Berger
Phone: (216) 464-6400
Email: [email protected]

Engine Gaming and Media, Inc.

For further information, please contact Investor Relations for Engine Gaming & Media, Inc.:
Shannon Devine
MZ North America
Main: 203-741-8811
[email protected]

Notice Regarding Forward-Looking Statements
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements“) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the combined entity’s future performance and revenue; continued growth and profitability; the combined entity’s ability to execute its business plans; and the proposed use of net proceeds of the Offering. These forward-looking statements are provided only to provide information currently available to Engine Gaming and GameSquare and are not intended to serve as and must not be relied on by any investor as, a guarantee, assurance or definitive statement of fact or probability. Forward-looking statements are necessarily based upon a number of estimates and assumptions which include, but are not limited to: the combined entity being able to grow its business and being able to execute on its business plan, the combined entity being able to complete and successfully integrate acquisitions, the combined entity being able to recognize and capitalize on opportunities and the combined entity continuing to attract qualified personnel to supports its development requirements. These assumptions, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: Engine Gaming and GameSquare’s ability to complete the Arrangement; the combined entity’s ability to achieve its objectives, the combined entity’s successfully executing its growth strategy, the ability of the combined entity to obtain future financings or complete offerings on acceptable terms, failure to leverage the combined entity’s portfolio across entertainment and media platforms, dependence on the combined entity’s key personnel and general business, economic, competitive, political and social uncertainties including impact of the COVID-19 pandemic and any variants. These risk factors are not intended to represent a complete list of the factors that could affect Engine Gaming and GameSquare which are discussed in each of Engine Gaming and GameSquare’s most recent MD&A. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Engine Gaming and GameSquare assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

Completion of the Arrangement is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Arrangement cannot close until the required shareholder approval is obtained. There can be no assurance that the Arrangement will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Engine Gaming and GameSquare should be considered highly speculative.

This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. 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 the securities in any state in which such offer, solicitation or sale would be unlawful.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

[1] Financial statements of GameSquare and Engine Gaming are available for review on each company’s respective profile at www.sedar.com and summary financial results are provided below.

SOURCE: GameSquare Esports Inc.



View source version on accesswire.com:
https://www.accesswire.com/730831/GameSquare-Esports-Inc-and-Engine-Gaming-Media-Inc-Enter-Definitive-Arrangement-Agreement

Release – Alvopetro Announces November 2022 Sales Volumes and an Operational Update

Research, News, and Market Data on ALVOF

Dec 07, 2022

CALGARY, AB, Dec. 7, 2022 /CNW/ – Alvopetro Energy Ltd. (TSXV: ALV) (OTCQX: ALVOF) announces November 2022 sales volumes and an operational update.

November 2022 sales volumes

November sales volumes averaged 2,667 boepd, including natural gas sales of 15.2 MMcfpd and associated natural gas liquids sales from condensate of 135 bopd, based on field estimates, a decrease of 2% from the October 2022 average daily volumes and an increase of 1% from our Q3 2022 average.

Operational Update

We have now moved the service rig to our 182-C2 well on our 100% owned and operated Block 182 and expect to commence testing operations shortly. We completed drilling the 182-C2 well in October to a total measured depth (“MD”) of 3,185 metres. Testing of the 182-C2 well will begin with the Sergi Formation, the deepest of two formations with hydrocarbons shows during drilling. As previously announced, the well encountered a 223.7-metre-thick section with 121.3 metres of sand estimated above 6% porosity in the sand-dominated interval between 2,704.1 and 2,927.8 metres total vertical depth in the Sergi Formation. Caliper logs indicate that a significant amount of the wellbore in the Sergi interval contains washouts from drilling and is out of gauge, making open-hole log analysis challenging. As such, hydrocarbon potential in the Sergi will be validated through formation testing. Following testing of the Sergi Formation, testing will proceed up-hole to the Agua Grande Formation where, based on open-hole wireline logs, the well encountered 10.9 metres of potential net hydrocarbon pay, with an average porosity of 8.9% and average water saturation of 25.1%, using a 6% porosity cut-off, 50% Vshale cut-off and 50% water saturation cut-off. This testing will assess the extent, if any, of commercial hydrocarbons associated with the well, the productive capability of the well and will help define the field development plan.

Corporate Presentation

Alvopetro’s updated corporate presentation is available on our website at:http://www.alvopetro.com/corporate-presentation

Social Media

Follow Alvopetro on our social media channels at the following links:

     Twitter – https://twitter.com/AlvopetroEnergy     Instagram – https://www.instagram.com/alvopetro/     LinkedIn – https://www.linkedin.com/company/alvopetro-energy-ltd     YouTube –https://www.youtube.com/channel/UCgDn_igrQgdlj-maR6fWB0w

Alvopetro Energy Ltd.’s vision is to become a leading independent upstream and midstream operator in Brazil. Our strategy is to unlock the on-shore natural gas potential in the state of Bahia in Brazil, building off the development of our Caburé natural gas field and our strategic midstream infrastructure.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

All amounts contained in this new release are in United States dollars, unless otherwise stated and all tabular amounts are in thousands of United States dollars, except as otherwise noted.

Abbreviations:

bbls                         =              barrelsboepd                     =              barrels of oil equivalent (“boe”) per daybopd                       =              barrels of oil and/or natural gas liquids (condensate) per dayMMcf                      =              million cubic feetMMcfpd                 =              million cubic feet per day

BOE Disclosure. The term barrels of oil equivalent (“boe”) may be misleading, particularly if used in isolation. A boe conversion ratio of six thousand cubic feet per barrel (6Mcf/bbl) of natural gas to barrels of oil equivalence is based on an energy equivalency conversion method primarily applicable at the burner tip and does not represent a value equivalency at the wellhead. All boe conversions in this news release are derived from converting gas to oil in the ratio mix of six thousand cubic feet of gas to one barrel of oil.

Testing and Well Results. Data obtained from the 182-C2 well identified in this press release, including hydrocarbon shows, open-hole logging, net pay and porosities and initial testing data, should be considered to be preliminary until detailed pressure transient and other analysis and interpretation has been completed. Hydrocarbon shows can be seen during the drilling of a well in numerous circumstances and do not necessarily indicate a commercial discovery or the presence of commercial hydrocarbons in a well. There is no representation by Alvopetro that the data relating to the 182-C2 well contained in this press release is necessarily indicative of long-term performance or ultimate recovery. The reader is cautioned not to unduly rely on such data as such data may not be indicative of future performance of the well or of expected production or operational results for Alvopetro in the future.

Forward-Looking Statements and Cautionary Language. This news release contains “forward-looking information” within the meaning of applicable securities laws. The use of any of the words “will”, “expect”, “intend” and other similar words or expressions are intended to identify forward-looking information. Forwardlooking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the expectations discussed in the forward-looking statements. These forward-looking statements reflect current assumptions and expectations regarding future events. Accordingly, when relying on forward-looking statements to make decisions, Alvopetro cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties. More particularly and without limitation, this news release contains forward-looking information concerning potential hydrocarbon pay in the 182-C2 well, exploration and development prospects of Alvopetro and the expected timing of certain of Alvopetro’s testing and operational activities. The forwardlooking statements are based on certain key expectations and assumptions made by Alvopetro, including but not limited to expectations and assumptions concerning testing results of the 183-B1 well and the 182-C2 well, equipment availability, the timing of regulatory licenses and approvals, the success of future drilling, completion, testing, recompletion and development activities, the outlook for commodity markets and ability to access capital markets, the impact of the COVID-19 pandemic, the performance of producing wells and reservoirs, well development and operating performance, foreign exchange rates, general economic and business conditions, weather and access to drilling locations, the availability and cost of labour and services, environmental regulation, including regulation relating to hydraulic fracturing and stimulation, the ability to monetize hydrocarbons discovered, expectations regarding Alvopetro’s working interest and the outcome of any redeterminations, the regulatory and legal environment and other risks associated with oil and gas operations. The reader is cautioned that assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be incorrect. Actual results achieved during the forecast period will vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors. Although Alvopetro believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Alvopetro can give no assurance that it will prove to be correct. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on factors that could affect the operations or financial results of Alvopetro are included in our annual information form which may be accessed on Alvopetro’s SEDAR profile at www.sedar.com. The forward-looking information contained in this news release is made as of the date hereof and Alvopetro undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

SOURCE Alvopetro Energy Ltd.

Release – Onconova Therapeutics to Present At The Upcoming Medinvest Oncology Investor Conference

Research, News, and Market Data on ONTX

PDF Version

NEWTOWN, Pa., Dec. 07, 2022 (GLOBE NEWSWIRE) — Onconova Therapeutics, Inc. (NASDAQ: ONTX), a clinical-stage biopharmaceutical company focused on discovering and developing novel products for patients with cancer, today announced that it will participate in the MedInvest Oncology Investor Conference being held in New York, NY on December 14-15, 2022.

Steven M. Fruchtman, M.D., President and Chief Executive Officer, will present a corporate overview at the conference on Wednesday, December 14th at 9:40 a.m. ET. Dr. Fruchtman and other members of the Onconova management team will also be available for one-on-one meetings at the conference on December 14th.

Those interested in requesting a one-on-one meeting can submit a registration request using the conference website: https://www.medinvestconferences.com/register.

About Onconova Therapeutics, Inc.

Onconova Therapeutics is a clinical-stage biopharmaceutical company focused on discovering and developing novel products for patients with cancer. The Company has proprietary targeted anti-cancer agents designed to disrupt specific cellular pathways that are important for cancer cell proliferation.

Onconova’s novel, proprietary multi-kinase inhibitor narazaciclib (formerly ON 123300) is being evaluated in two separate and complementary Phase 1 dose-escalation and expansion studies. These trials are currently underway in the United States and China.

Onconova’s product candidate rigosertib is being studied in an investigator-sponsored study program, including in a dose-escalation and expansion Phase 1/2a investigator-sponsored study with oral rigosertib in combination with nivolumab for patients with KRAS+ non-small cell lung cancer.

For more information, please visit www.onconova.com.

Company Contact:
Mark Guerin
Onconova Therapeutics, Inc.
267-759-3680
[email protected]
https://www.onconova.com/contact/

Investor Contact:
Bruce Mackle
LifeSci Advisors, LLC
646-889-1200
[email protected]

Release – Vera Bradley Announces Third Quarter Fiscal Year 2023 Results

Research, News, and Market Data on VRA

Dec 7, 2022

Consolidated third quarter net revenues totaled $124.0 million

Third quarter net income totaled $5.2 million, or $0.17 per diluted share, vs. $0.17 per diluted share last year; excluding certain items, non-GAAP net income totaled $6.3 million, or $0.20 per diluted share, vs. $0.18 per diluted share last year

Balance sheet remains solid, with cash and cash equivalents of $25.2 million and no debt

Jackie Ardrey named President and CEO effective November 1, 2022, replacing retiring President and CEO Rob Wallstrom

FORT WAYNE, Ind., Dec. 07, 2022 (GLOBE NEWSWIRE) — Vera Bradley, Inc. (Nasdaq: VRA) today announced its financial results for the third quarter ended October 29, 2022.

In this release, Vera Bradley, Inc. or “the Company” refers to the entire enterprise and includes both the Vera Bradley and Pura Vida brands. Vera Bradley on a stand-alone basis refers to the Vera Bradley brand.

Third Quarter Comments

Rob Wallstrom, outgoing Chief Executive Officer of the Company, commented, “We are pleased with our year-over-year improvement in third quarter non-GAAP EPS, largely driven by implementation of our targeted expense reductions. Total Company third quarter revenues of $124.0 million were modestly above overall expectations, and we began to experience some stabilization in our gross margin rate as supply chain challenges moderated and strategic price increases helped offset increased raw material and freight costs.

“As in past quarters, we are continuing to experience bifurcation in the spending of our customer base. Vera Bradley’s Direct Full-Price Channel customers with higher household incomes remained more engaged and continued to spend more than customers with lower household incomes, especially in our Vera Bradley Factory Channel, where inflationary pressures impacted traffic and discretionary spending. However, our Vera Bradley Indirect Channel experienced its third consecutive quarter of year-over-year growth.”

“We opened two additional Pura Vida Full-Price retail stores in the quarter, and they are performing ahead of our expectations,” Wallstrom continued. “As with many direct-to-consumer companies, we have seen a shift from a pure-digital-play model to an integrated multi-channel platform. Our four Full-Price retail stores are not only profitable but have driven improved ecommerce traffic and revenue in their trade areas. However, overall Pura Vida revenues continued to be negatively impacted by the shift in social and digital media effectiveness and rising digital media costs, and we experienced a decline in sales to wholesale accounts.”

Jackie Ardrey Named President and CEO

Jackie Ardrey joined the Company as President and CEO effective November 1, 2022, replacing retiring President and CEO Wallstrom. Wallstrom will continue to work closely with Ardrey through the end of December 2022 to ensure a smooth transition. Ardrey also replaced Wallstrom on the Company’s Board of Directors.

Ardrey is an accomplished, results-oriented leader with over 25 years of experience in multi-channel retail enterprises. Between 2018 and October 2022, she held the post of President at home furnishings and seasonal décor catalog and online retailer Grandin Road, part of the Qurate Retail Group. Previously, Ardrey was CEO of Trading Company Holdings and Senior Vice President of Merchandising and Supply Chain for iconic omnichannel gourmet food and gifting brand Harry and David. Prior to that, she spent 14 years at multi-channel high-end children’s retailer Hanna Andersson in various roles of increasing responsibility, including Senior Vice President of Merchandising, Design, and Wholesale.

“Although I have just been with the Company a few short weeks, I am convinced that both our Vera Bradley and Pura Vida brands have untapped potential in the marketplace,” Ardrey commented. “While I expect the macro environment to remain unpredictable, our teams are focused, and our cash position and balance sheet remain solid. I look forward to working closely with our leadership teams to develop and execute solid growth plans; leverage our many opportunities, especially in merchandising and marketing; and deliver consistent, sustainable growth and value to our stakeholders over the long term.”

Summary of Financial Performance for the Third Quarter

Consolidated net revenues totaled $124.0 million compared to $134.7 million in the prior year third quarter ended October 30, 2021.

For the current year third quarter, Vera Bradley, Inc.’s consolidated net income totaled $5.2 million, or $0.17 per diluted share. These results included $1.1 million of net after tax charges, comprised of $0.6 million of consulting and professional fees primarily associated with cost savings initiatives and the CEO search, $0.4 million for the amortization of definite-lived intangible assets, and $0.3 million of severance and stock-based retirement compensation charges, partially offset by a benefit of $0.2 million for the reversal of certain purchase order cancellation fees. On a non-GAAP basis, Vera Bradley, Inc.’s consolidated third quarter net income totaled $6.3 million, or $0.20 per diluted share.

For the prior year third quarter, Vera Bradley, Inc.’s consolidated net income totaled $5.8 million, or $0.17 per diluted share. These results included $0.4 million of net after tax charges related to intangible asset amortization. On a non-GAAP basis, Vera Bradley, Inc.’s consolidated third quarter net income totaled $6.2 million, or $0.18 per diluted share.

Summary of Financial Performance for the Nine Months

Consolidated net revenues totaled $352.9 million for the current year nine months ended October 29, 2022, compared to $390.9 million in the prior year nine month period ended October 30, 2021.

For the current year nine months, Vera Bradley, Inc.’s consolidated net loss totaled ($31.6) million, or ($1.00) per diluted share. These results included $34.2 million of net after tax charges, comprised of $18.2 million of Pura Vida goodwill and intangible asset impairment charges, $5.0 million of severance and stock-based retirement compensation retirement charges and other employee costs, $4.7 million of inventory adjustments associated with the exit of certain technology products and the write-off of excess mask inventory, $3.0 million of consulting and professional fees primarily associated with cost savings initiatives and the CEO search, $1.3 million of intangible asset amortization, $1.0 million of store and right-of-use asset impairment charges, $0.7 million of purchase order cancellation fees for spring 2023 goods, and $0.3 million of goodMRKT exit costs. On a non-GAAP basis, Vera Bradley, Inc.’s consolidated net income for the nine months totaled $2.6 million, or $0.08 per diluted share.

For the prior year nine months, Vera Bradley, Inc’s consolidated net income totaled $12.7 million, or $0.37 per diluted share. These results included $1.3 million of net after tax charges related to intangible asset amortization. On a non-GAAP basis, Vera Bradley, Inc.’s consolidated net income totaled $14.0 million, or $0.41 per diluted share, for the nine months.

Non-GAAP Numbers

The current year non-GAAP third quarter income statement numbers referenced below exclude the previously outlined consulting and professional fees primarily associated with cost savings initiatives and the CEO search, amortization of definite-lived intangible assets, severance and stock-based retirement compensation charges, and a benefit for the reversal of certain purchase order cancellation fees. The current year non-GAAP income statement numbers for the nine months referenced below exclude the previously outlined goodwill and intangible asset impairment charges, severance and stock-based retirement compensation retirement charges and other employee costs, inventory adjustments, consulting and professional fees, intangible asset amortization, store and right-of-use asset impairment charges, purchase order cancellation fees, and goodMRKT exit costs.

The prior year non-GAAP third quarter and nine-month income statement numbers referenced below exclude the previously outlined intangible asset amortization.

Third Quarter Details

Current year third quarter Vera Bradley Direct segment revenues totaled $80.1 million, a 7.6% decrease from $86.6 million in the prior year third quarter. Comparable sales decreased 9.6% in the third quarter. The Company permanently closed 12 full-line stores and opened 5 factory outlet stores in the last twelve months.

Vera Bradley Indirect segment revenues totaled $22.3 million, a 6.7% increase over $20.9 million in the prior year third quarter, reflecting an increase in certain key account orders, partially offset by a decline in specialty account orders.

Pura Vida segment revenues totaled $21.7 million, a 20.3% decrease from $27.2 million in the prior year.

Third quarter consolidated gross profit totaled $65.9 million, or 53.1% of net revenues, compared to $72.3 million, or 53.6% of net revenues, in the prior year. On a non-GAAP basis, current year gross profit totaled $65.6 million, or 52.9% of net revenues. The current year gross profit rate was negatively affected by higher inbound and outbound freight expense, deleverage of overhead costs, and channel mix changes, partially offset by price increases.

Third quarter consolidated SG&A expense totaled $60.1 million, or 48.4% of net revenues, compared to $64.5 million, or 47.8% of net revenues, in the prior year. On a non-GAAP basis, consolidated SG&A expense totaled $57.6 million, or 46.4% of net revenues for the current year third quarter, compared to $63.7 million, or 47.3% of net revenues, in the prior year. As expected, Vera Bradley’s SG&A current year expenses were lower than the prior year primarily due to cost reduction initiatives and a reduction in variable-related expenses due to the lower sales volume.

The Company’s third quarter consolidated operating income totaled $6.0 million, or 4.8% of net revenues, compared to $8.0 million, or 5.9% of net revenues, in the prior year third quarter. On a non-GAAP basis, the Company’s current year consolidated operating income totaled $8.2 million, or 6.6% of net revenues, compared to $8.7 million, or 6.5%, of net revenues, in the prior year.

By segment:

  • Vera Bradley Direct operating income was $17.1 million, or 21.3% of Direct net revenues, for the third quarter, compared to $17.8 million, or 20.6% of Direct net revenues, in the prior year. On a non-GAAP basis, current year Direct operating income totaled $16.8 million, or 21.0% of Direct revenues.
  • Vera Bradley Indirect operating income was $9.0 million, or 40.4% of Indirect net revenues, for the third quarter, compared to $7.3 million, or 35.1% of Indirect net revenues, in the prior year. On a non-GAAP basis, current year Indirect operating income totaled $9.0 million, or 40.2% of Indirect net revenues.
  • Pura Vida’s operating loss was ($1.4) million, or (6.2%) of Pura Vida net revenues, in the current year, compared to operating income of $1.8 million, or 6.6% of Pura Vida net revenues, in the prior year. On a non-GAAP basis, Pura Vida’s operating loss was ($0.1) million, or (0.3%) of Pura Vida net revenues, compared to operating income of $2.6 million, or 9.4% of Pura Vida net revenues, in the prior year.

Details for the Nine Months

Vera Bradley Direct segment revenues for the current year nine-month period totaled $228.7 million, an 8.7% decrease from $250.5 million in the prior year. Comparable sales declined 11.6% for the nine months.

Vera Bradley Indirect segment revenues for the nine months totaled $56.6 million, a 6.8% increase over $53.0 million in the prior year, reflecting an increase in certain key account orders, partially offset by a decline in specialty account orders.

Pura Vida segment revenues for the nine months totaled $67.5 million, a 22.7% decrease from $87.4 million in the prior year.

Consolidated gross profit for the nine months totaled $178.9 million, or 50.7% of net revenues, compared to $211.8 million, or 54.2% of net revenues, in the prior year. On a non-GAAP basis, current year gross profit totaled $185.9 million, or 52.7% of net revenues. The current year gross profit rate was negatively affected by higher inbound and outbound freight expense, deleverage of overhead costs, and channel mix changes, partially offset by price increases.

For the nine months, consolidated SG&A expense totaled $195.0 million, or 55.3% of net revenues, compared to $194.1 million, or 49.7% of net revenues, in the prior year. On a non-GAAP basis, current year consolidated SG&A expense totaled $181.0 million, or 51.3% of net revenues, compared to $191.8 million, or 49.1% of net revenues, in the prior year. As expected, Vera Bradley’s non-GAAP SG&A current year expenses were lower than the prior year primarily due to cost reduction initiatives and a reduction in variable-related expenses due to the lower sales volume.

For the nine months, the Company’s consolidated operating loss totaled ($45.1) million, or (12.8%) of net revenues, compared to consolidated operating income of $18.6 million, or 4.8% of net revenues, in the prior year nine-month period. On a non-GAAP basis, the Company’s current year consolidated operating income was $5.3 million, or 1.5% or net revenues, compared to $20.9 million, or 5.4% of net revenues, in the prior year.

By segment:

  • Vera Bradley Direct operating income was $32.6 million, or 14.3% of net revenues, compared to $51.9 million, or 20.7% of Direct net revenues, in the prior year. On a non-GAAP basis, current year Direct operating income was $38.6 million, or 16.9% of Direct net revenues.
  • Vera Bradley Indirect operating income was $18.4 million, or 32.5% of Indirect net revenues, compared to $17.4 million, or 32.8% of Indirect net revenues, in the prior year. On a non-GAAP basis, current year Indirect operating income totaled $19.4 million, or 34.2% of Indirect net revenues.
  • Pura Vida’s operating loss was ($28.8) million, or (42.7%) of Pura Vida net revenues, for the current year, compared to operating income of $7.5 million, or 8.6% of Pura Vida net revenues, in the prior year. On a non-GAAP basis, Pura Vida’s operating income was $4.3 million, or 6.4% of Pura Vida net revenues, for the current year, compared to $9.8 million, or 11.3% of Pura Vida net revenues, for the prior year.

Balance Sheet

Net capital spending for the third quarter and nine months totaled $2.6 million and $7.0 million, respectively.

Cash, cash equivalents, and investments as of October 29, 2022 totaled $25.2 million compared to $75.3 million at the end of last year’s third quarter. The Company had no borrowings on its $75 million ABL credit facility at quarter end.

Total quarter-end inventory was $178.3 million, compared to $148.3 million at the end of the third quarter last year. Total current year inventory was higher than the prior year primarily due to approximately $17 million in incremental logistics costs burdening overall inventory as well as incremental Vera Bradley Factory inventory related to lower than expected revenues.

During the third quarter, the Company repurchased approximately $0.8 million of its common stock (approximately 0.2 million shares at an average price of $3.56), bringing year-to-date purchases through the end of the third quarter to approximately $17.3 million (approximately 2.6 million shares at an average price of $6.56). The Company has $28.5 million of remaining availability under its $50.0 million repurchase authorization that expires in December 2024.

Forward Outlook

Ardrey noted, “We expect the fourth quarter macroeconomic environment to continue to be unpredictable; the Pura Vida business will continue to be challenging; inflationary pressures will continue to impact Vera Bradley customers with lower household incomes, particularly in the Factory Channel; and there will be continued pressure on gross margin.”

Excluding net revenues, all forward-looking guidance numbers referenced below are non-GAAP. The prior year SG&A and earnings per diluted share numbers exclude the previously disclosed net charges related to intangible asset amortization. Current year guidance excludes previously disclosed goodwill and intangible asset impairment charges, severance and stock-based retirement compensation retirement charges and other employee costs, inventory adjustments, consulting and professional fees, intangible asset amortization, store and right-of-use asset impairment charges, purchase order cancellation fees, and goodMRKT exit costs.

For the fourth quarter of Fiscal 2023, the Company’s expectations are as follows:

  • Consolidated net revenues of $136 to $141 million. Net revenues totaled $149.6 million in the prior year fourth quarter.
  • A consolidated gross profit percentage of 49.5% to 50.5% compared to 50.9% in the prior year fourth quarter. The expected decrease is primarily associated with incremental targeted promotional activity and deleverage on overhead costs, partially offset by price increases and lower year-over-year freight expense. 
  • Consolidated SG&A expense of $61 to $63 million compared to $67.1 million in the prior year fourth quarter. The reduction in SG&A expense is being driven by cost reduction initiatives and a reduction in compensation expense, marketing, and other variable-related expenses due to the expected sales decline from the prior year.
  • Consolidated diluted EPS of $0.16 to $0.20 based on diluted weighted-average shares outstanding of 31.1 million and an effective tax rate of approximately 25%. Diluted EPS totaled $0.17 in last year’s fourth quarter.

For Fiscal 2023, the Company’s updated expectations are as follows:

  • Consolidated net revenues of $489 to $494 million. Net revenues totaled $540.5 million in Fiscal 2022. Year-over-year Vera Bradley revenues are expected to decline between 6% and 7%, and Pura Vida revenues are expected to decline between 20% and 21%.
  • A consolidated gross profit percentage of 51.9% to 52.1% compared to 53.3% in Fiscal 2022. The expected year-over-year decrease is primarily related to incremental inbound and outbound freight expense, incremental targeted promotional activity, and deleverage on overhead costs, partially offset by price increases.
  • Consolidated SG&A expense of $242 to $244 million compared to $258.8 million in Fiscal 2022. The reduction in SG&A expense is being driven by cost reduction initiatives and a reduction in compensation expense, marketing, and other variable-related expenses due to the expected sales decline from the prior year.
  • Consolidated operating income of $11.6 to $13.5 million compared to $30.1 million in Fiscal 2022.
  • Consolidated diluted EPS of $0.22 to $0.26 based on diluted weighted-average shares outstanding of 31.6 million and an effective tax rate of between 24.0 and 25.0%. Diluted EPS totaled $0.57 last year.
  • Net capital spending of approximately $10 million compared to $5.5 million in the prior year, reflecting investments associated with new Vera Bradley factory and Pura Vida store locations and technology and logistics enhancements.

Disclosure Regarding Non-GAAP Measures

The Company’s management does not, nor does it suggest that investors should, consider the supplemental non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Further, the non-GAAP measures utilized by the Company may be unique to the Company, as they may be different from non-GAAP measures used by other companies.

The Company believes that the non-GAAP measures presented in this earnings release, including cost of sales; gross profit; selling, general, and administrative expenses; impairment of goodwill and intangible assets; operating income (loss); net income (loss); net (loss) income attributable and available to Vera Bradley, Inc.; and diluted net income (loss) per share available to Vera Bradley, Inc. common shareholders, along with the associated percentages of net revenues, are helpful to investors because they allow for a more direct comparison of the Company’s year-over-year performance and are consistent with management’s evaluation of business performance. A reconciliation of the non-GAAP measures to the most directly comparable GAAP measures can be found in the Company’s supplemental schedules included in this earnings release.

Call Information

A conference call to discuss results for the third quarter is scheduled for today, Wednesday, December 7, 2022, at 9:30 a.m. Eastern Time. A broadcast of the call will be available via Vera Bradley’s Investor Relations section of its website, www.verabradley.com. Alternatively, interested parties may dial into the call at (800) 437-2398, and enter the access code 6836290. A replay will be available shortly after the conclusion of the call and remain available through December 21, 2022. To access the recording, listeners should dial (844) 512-2921, and enter the access code 6836290.

About Vera Bradley, Inc.

Vera Bradley, Inc. operates two unique lifestyle brands – Vera Bradley and Pura Vida. Vera Bradley and Pura Vida are complementary businesses, both with devoted, emotionally-connected, and multi-generational female customer bases; alignment as casual, comfortable, affordable, and fun brands; positioning as “gifting” and socially-connected brands; strong, entrepreneurial cultures; a keen focus on community, charity, and social consciousness; multi-channel distribution strategies; and talented leadership teams aligned and committed to the long-term success of their brands.

Vera Bradley, based in Fort Wayne, Indiana, is a leading designer of women’s handbags, luggage and other travel items, fashion and home accessories, and unique gifts.  Founded in 1982 by friends Barbara Bradley Baekgaard and Patricia R. Miller, the brand is known for its innovative designs, iconic patterns, and brilliant colors that inspire and connect women unlike any other brand in the global marketplace.

In July 2019, Vera Bradley, Inc. acquired a 75% interest in Creative Genius, Inc., which also operates under the name Pura Vida Bracelets (“Pura Vida”). Pura Vida, based in La Jolla, California, is a digitally native, highly-engaging lifestyle brand founded in 2010 by friends Paul Goodman and Griffin Thall. Pura Vida has a differentiated and expanding offering of bracelets, jewelry, and other lifestyle accessories.

The Company has three reportable segments: Vera Bradley Direct (“VB Direct”), Vera Bradley Indirect (“VB Indirect”), and Pura Vida. The VB Direct business consists of sales of Vera Bradley products through Vera Bradley full-line and factory outlet stores in the United States, verabradley.com, verabradley.ca, Vera Bradley’s online outlet site, and the Vera Bradley annual outlet sale in Fort Wayne, Indiana. The VB Indirect business consists of sales of Vera Bradley products to approximately 1,700 specialty retail locations throughout the United States, as well as select department stores, national accounts, third party e-commerce sites, and third-party inventory liquidators, and royalties recognized through licensing agreements related to the Vera Bradley brand. The Pura Vida segment consists of sales of Pura Vida products through the Pura Vida websites, www.puravidabracelets.comwww.puravidabracelets.eu, and www.puravidabracelets.ca; through the distribution of its products to wholesale retailers and department stores; and through its Pura Vida retail stores.

Website Information

We routinely post important information for investors on our website www.verabradley.com in the “Investor Relations” section. We intend to use this webpage as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investor Relations section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.

Investors and other interested parties may also access the Company’s most recent Corporate Responsibility and Sustainability Report outlining its ESG (Environmental, Social, and Governance) initiatives at https://verabradley.com/pages/corporate-responsibility.

Vera Bradley Safe Harbor Statement

Certain statements in this release are “forward-looking statements” made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the Company’s current expectations or beliefs concerning future events and are subject to various risks and uncertainties that may cause actual results to differ materially from those that we expected, including: possible adverse changes in general economic conditions and their impact on consumer confidence and spending; possible inability to predict and respond in a timely manner to changes in consumer demand; possible loss of key management or design associates or inability to attract and retain the talent required for our business; possible inability to maintain and enhance our brands; possible inability to successfully implement the Company’s long-term strategic plan; possible inability to successfully open new stores, close targeted stores, and/or operate current stores as planned; incremental tariffs or adverse changes in the cost of raw materials and labor used to manufacture our products; possible adverse effects resulting from a significant disruption in our distribution facilities; or business disruption caused by COVID-19 or other pandemics. Risks, uncertainties, and assumptions also include the possibility that Pura Vida acquisition benefits may not materialize as expected and that Pura Vida’s business may not perform as expected. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s public reports filed with the SEC, including the Company’s Form 10-K for the fiscal year ended January 29, 2022. We undertake no obligation to publicly update or revise any forward-looking statement. Financial schedules are attached to this release.

CONTACTS:
Investors:
Julia Bentley, VP of Investor Relations and Communications
[email protected]
(260) 207-5116

Media:        
[email protected]
877-708-VERA (8372)