Market Newsdesk

Transaction Unifies Two Leaders in Decentralization, Rumble CEO Retains Controlling Stake

Strategic Investment Results in Mission-Aligned Investor and Supporter

Rumble Will Use $250 Million of Proceeds to Further Solidify Balance Sheet and Accelerate Growth Initiatives

Remaining Proceeds Will Be Used to Fund Self Tender Offer for up to 70 Million of Rumble’s Class A Common Stock to Provide Liquidity to Stockholders at Same Price as Tether Investment

LONGBOAT KEY, Fla., Dec. 20, 2024 (GLOBE NEWSWIRE) — Rumble (NASDAQ:RUM) (“Rumble” or the “Company”), the video-sharing platform and cloud services provider, announced today that it has entered into a definitive agreement for a strategic investment of $775 million from Tether ($USDT) (“Tether”), the largest company in the digital assets industry and the most widely used dollar stablecoin across the world with more than 350 million users. Over the last few years, Tether has become one of the most recognized symbols for financial inclusion.

The Company will use $250 million of the proceeds to support growth initiatives and the remaining proceeds to fund a self tender offer for up to 70 million of its Class A Common Stock, at the same price ($7.50 per share) as Tether’s investment. Following the completion of the transaction, Chris Pavlovski, Rumble’s Chairman and CEO, will retain his controlling stake in the Company.

Chris Pavlovski stated, “I could not be more excited about this collaboration with Tether for a number of reasons. First, many people may not realize the incredibly strong connection between the cryptocurrency and free speech communities, which is rooted in a passion for freedom, transparency, and decentralization. Second, the immediate commitment of adding $250 million in cash to our balance sheet not only confirms the level of support and commitment to a collaboration between our companies, it also fuels our growth initiatives. And, third, this transaction provides an immediate liquidity event for all of our stockholders who elect to participate in the self tender offer. I truly believe Tether is the perfect partner that can put a rocket pack on the back of Rumble as we prepare for our next phase of growth.”

Paolo Ardoino, CEO of Tether, added, “Tether’s investment in Rumble reflects our shared values of decentralization, independence, transparency, and the fundamental right to free expression. In today’s world, legacy media has increasingly eroded trust, creating an opportunity for platforms like Rumble to offer a credible, uncensored alternative. This collaboration aligns with our long-standing commitment to empowering technologies that promote freedom and challenge centralized systems, as demonstrated through our recent collaborations and initiatives. Rumble’s dedication to fostering open communication and innovation makes them an ideal ally as we continue building the infrastructure for a more decentralized, inclusive future. Lastly, beyond our initial shareholder stake, Tether intends to drive towards a meaningful advertising, cloud, and crypto payment solutions relationship with Rumble.”

Transaction Details

• Investment: Tether has agreed to purchase 103,333,333 shares of Rumble Class A Common Stock at a price per share of $7.50, totaling $775 million in gross proceeds to Rumble. The Company will use $250 million of the proceeds to support growth initiatives.
• Self Tender Offer: With the remaining gross proceeds, the Company will fund a self tender offer for up to 70 million shares of Rumble Class A Common Stock at a price per share of $7.50, net to the holder in cash. All holders of Rumble Class A Common Stock will be eligible to participate in the tender offer on the same terms. Certain Rumble stockholders have signed support agreements committing to tender 70 million shares in the aggregate, subject to the same proration and other terms of the tender offer that apply to all Rumble stockholders participating in the tender offer. Chris Pavlovski has committed to tender, and does not intend to sell more than 10 million shares of Class A Common Stock in the tender offer.
• Closing Conditions: The completion of the investment and the tender offer are subject to the satisfaction of customary closing conditions, including the expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
• Governance: Rumble’s existing Board and governance structure, including Chris Pavlovski’s super-majority voting control, will remain unchanged following the closing of the transaction and Tether will own a minority position in our outstanding common stock but will not have the right to designate any members of the Board.
• Timing: The investment and the tender offer are expected to close in the first quarter of 2025.

The foregoing description is qualified in its entirety by reference to the definitive agreements for the transaction, which will be filed on a Current Report on Form 8-K with the Securities and Exchange Commission.

Advisors

Cantor Fitzgerald & Co. is acting as placement agent and dealer manager for Rumble. Oppenheimer & Co. is serving as capital markets advisor to Rumble, and Willkie Farr & Gallagher LLP is serving as legal counsel to Rumble. McDermott Will & Emery LLP is serving as legal counsel to Tether. DLA Piper LLP (US) is serving as legal counsel to Cantor Fitzgerald & Co.

ABOUT RUMBLE

Rumble is a high-growth video platform and cloud services provider that is creating an independent infrastructure. Rumble’s mission is to restore the internet to its roots by making it free and open once again. For more information, visit: corp.rumble.com.

ABOUT TETHER

Tether is a pioneer in the field of stablecoin technology, driven by an aim to revolutionize the global financial landscape. With a mission to provide accessible and efficient financial, communication, artificial intelligence, and energy infrastructure. Tether enables greater financial inclusion, and communication resilience, fosters economic growth, and empowers individuals and businesses alike.

As the creator of the largest, most transparent, and liquid stablecoin in the industry, Tether is dedicated to building sustainable and resilient infrastructure for the benefit of underserved communities. By leveraging cutting-edge blockchain and peer-to-peer technology, it is committed to bridging the gap between traditional financial systems and the potential of decentralized finance.

Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements contained in this press release that are not historical facts are forward-looking statements and include, for example, statements regarding our expectations or beliefs regarding our proposed transaction with Tether, the use of the proceeds therefrom and the acceleration of our expansion into cryptocurrency. Certain of these forward-looking statements can be identified by using words such as “anticipates,” “believes,” “intends,” “estimates,” “targets,” “expects,” “endeavors,” “forecasts,” “well underway,” “could,” “will,” “may,” “future,” “likely,” “on track to deliver,” “on a trajectory,” “continues to,” “looks forward to,” “is primed to,” “plans,” “projects,” “assumes,” “should” or other similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties, and our actual results could differ materially from future results expressed or implied in these forward-looking statements. The forward-looking statements included in this release are based on our current beliefs and expectations of our management as of the date of this release. These statements are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements include uncertainties as to the timing of the transactions; uncertainties as to the percentage of shares of Rumble stock tendered in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transactions may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transactions; the risk that we may be unable to derive additional benefits from the relationship with Tether, including increased advertising revenue, cloud revenue, and expansion into cryptocurrency payments; the risk that stockholder litigation in connection with the transactions may result in significant costs of defense, indemnification and liability; risks inherent with our increasing affiliation with crypto assets, including volatility; as well as regulatory and reputational risks; the risks of implementing a new treasury diversification strategy; our ability to grow and manage future growth profitably over time, maintain relationships with customers, compete within our industry and retain key employees; the possibility that we may be adversely impacted by economic, business, and/or competitive factors; our limited operating history makes it difficult to evaluate our business and prospects; our recent and rapid growth may not be indicative of future performance; we may not continue to grow or maintain our active user base, and may not be able to achieve or maintain profitability; risks relating to our ability to attract new advertisers, or the potential loss of existing advertisers or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets; Rumble Cloud, our recently launched cloud services business, may not achieve success and, as a result, our business, financial condition and results of operations could be adversely affected; negative media campaigns may adversely impact our financial performance, results of operations, and relationships with our business partners, including content creators and advertisers; spam activity, including inauthentic and fraudulent user activity, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators; we collect, store, and process large amounts of user video content and personal information of our users and subscribers and, if our security measures are breached, our sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing our content or using our services, our business and operating results could be harmed, and we could face governmental investigations and legal claims from users and subscribers; we may fail to comply with applicable privacy laws; we are subject to cybersecurity risks and interruptions or failures in our information technology systems and, notwithstanding our efforts to enhance our protection from such risks, a cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss; we may be found to have infringed on the intellectual property of others, which could expose us to substantial losses or restrict our operations; we may face liability for hosting a variety of tortious or unlawful materials uploaded by third parties, notwithstanding the liability protections of Section 230 of the Communications Decency Act of 1996; we may face negative publicity for removing, or declining to remove, certain content, regardless of whether such content violated any law; paid endorsements by our content creators may expose us to regulatory risk, liability, and compliance costs, and, as a result, may adversely affect our business, financial condition and results of operations; our traffic growth, engagement, and monetization depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers and standards, including mobile operating systems, networks, and standards that we do not control; our business depends on continued and unimpeded access to our content and services on the internet and, if we or those who engage with our content experience disruptions in internet service, or if internet service providers are able to block, degrade or charge for access to our content and services, we could incur additional expenses and the loss of traffic and advertisers; we face significant market competition, and if we are unable to compete effectively with our competitors for traffic and advertising spend, our business and operating results could be harmed; we rely on data from third parties to calculate certain of our performance metrics and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business; changes to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue; we derive the majority of our revenue from advertising and the failure to attract new advertisers, the loss of existing advertisers, or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets would adversely affect our business; we depend on third-party vendors, including internet service providers, advertising networks, and data centers, to provide core services; hosting and delivery costs may increase unexpectedly; we have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, and these arrangements may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by the applicable content creator but rather are based on our modeled financial projections for that creator, which if not satisfied may adversely impact our financial performance, results of operations and liquidity; we may be unable to develop or maintain effective internal controls; potential diversion of management’s attention and consumption of resources as a result of acquisitions of other companies and success in integrating and otherwise achieving the benefits of recent and potential acquisitions; we may fail to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows; changes in tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new tax legislation, or exposure to additional tax liabilities may adversely impact our financial results; compliance obligations imposed by new privacy laws, laws regulating social media platforms and online speech in certain jurisdictions in which we operate, or industry practices may adversely affect our business; and those additional risks, uncertainties and factors described in more detail under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, and in our other filings with the Securities and Exchange Commission (the “SEC”). We do not intend, and, except as required by law, we undertake no obligation, to update any of our forward-looking statements after the issuance of this release to reflect any future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Rumble on Social Media Investors and others should note that we announce material financial and operational information to our investors using our investor relations website (investors.rumble.com), press releases, SEC filings and public conference calls and webcasts. We also intend to use certain social media accounts as a means of disclosing information about us and our services and for complying with our disclosure obligations under Regulation FD: the @rumblevideo X (formerly Twitter) account (x.com/rumblevideo), the @gamingonrumble X (formerly Twitter) account (x.com/gamingonrumble), the @rumble TRUTH Social account (truthsocial.com/@rumble), the @chrispavlovski X (formerly Twitter) account (x.com/chrispavlovski), and the @chris TRUTH Social account (truthsocial.com/@chris), which Chris Pavlovski, our Chairman and Chief Executive Officer, also uses as a means for personal communications and observations. The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following our press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of disclosing the information described above may be updated from time to time as listed on our investor relations website.

Important Information and Where to Find It

The tender offer described in this press release has not yet commenced, and this press release is neither an offer to purchase nor a solicitation of an offer to sell any shares of Rumble common stock or any other securities. On the commencement date of the tender offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and related documents, will be filed with the SEC by Rumble. The offer to purchase shares of Rumble Class A Common Stock will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE TENDER OFFER STATEMENT REGARDING THE OFFER, AS IT MAY BE AMENDED FROM TIME TO TIME, WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the Information Agent for the tender offer which will be named in the tender offer statement. Copies of Rumble’s filings with the SEC may be obtained free of charge at Rumble’s investor relations website (investors.rumble.com) or by contacting investor relations at [email protected].

Certain Information Regarding Participants

Rumble and its directors, executive officers and other members of its management and employees may be deemed under SEC rules to be participants in the solicitation of proxies of Rumble’s stockholders in connection with the proposed transactions. Information concerning the interests of Rumble’s participants in the solicitation, which may, in some cases, be different from those of Rumble’s stockholders generally, will be set forth in materials to be filed by Rumble with the SEC. These documents can be obtained free of charge (when available) from the sources indicated above.

For investor inquiries, please contact:

Rumble IR

Shannon Devine
MZ Group, MZ North America
203-741-8811
[email protected]

Rumble PR


[email protected]

Tether Contact

[email protected]

MIAMI and BARRANQUILLA, Colombia, Dec. 20, 2024 (GLOBE NEWSWIRE) — Procaps Group, S.A. (NASDAQ: PROC) (“Procaps” or the “Company”), a leading integrated LatAm healthcare and pharmaceutical services company, today announced significant outcomes from its recent Shareholders Meeting and subsequent Board of Directors meeting. These include changes to the Board composition, restructuring of Board committees, and updates to its executive leadership team.

The Shareholders Meeting marked an important milestone with the election of new members to the Board of Directors. The newly elected members bring a diverse range of expertise and strategic insight to guide Procaps’ future growth. Newly appointed Board members include:

• Mr. Alejandro Weinstein, Executive Chairman of the board
• Mr. Nicolas Weinstein
• Mr. Ernesto Carrizosa
• Mr. Jose Frugone

The company also acknowledges the resignation of Mr. David Yanovich from the Board of Directors. Procaps expresses its gratitude to Mr. Yanovich for his valuable contributions and dedication during his tenure.

The Board of Directors will be composed of Alejandro Weinstein, José Minski, Alberto Eguiguren, Nicolas Weinstein, Ernesto Carrizosa and Jose Frugone.

Board Committees Restructured

Following the Shareholders Meeting, the Board of Directors convened to redefine its committee structures. Key decisions include:

• Audit Committee
  • New Members: Mr. Jose Frugone Domke, Mr. Alberto Eguiguren Correa, and Mr. Ernesto Carrizosa
  • Chairperson: Mr. Jose Frugone Domke
• Compensation Committee
  • New Members: Mr. Jose Frugone Domke, Mr. Alberto Eguiguren Correa, and Mr. Ernesto Carrizosa
  • Chairperson: Mr. Alberto Eguiguren Correa
• Mergers & Acquisitions Committee
  • New Members: Mr. Alejandro E. Weinstein and Mr. Ernesto Carrizosa
  • Chairperson: Mr. Alejandro E. Weinstein
• Nominating Committee
  • New Members: Mr. Jose Frugone Domke, Mr. Alberto Eguiguren Correa, and Mr. Nicolas A. Weinstein
  • Chairperson: Mr. Nicolas A. Weinstein

Additionally, the newly established Commercial, Innovation, and Marketing Committee will serve as a collaborative platform between Board members and management to drive innovation, optimize commercial strategies, and strengthen Procaps’ market position.

Leadership Transition

Procaps Group is also pleased to announce the following executive leadership updates:

Effective immediately, Patricio Vargas will transition from his role as Chief Financial Officer (CFO) to assume the newly established position of Chief Optimization and Rationalization Officer. In this capacity, Patricio will drive the company’s turnaround strategy, leading M&A initiatives and strategic growth drivers to support Procaps’ long-term vision and resilience.

Additionally, an Interim CFO has been appointed to focus on the restatement process and financial reporting, including the preparation and signing of the company’s 2023 and 2024 financial statements and Form 20-F. This dedicated role ensures full alignment with Procaps’ efforts to achieve accuracy, transparency, and compliance during this critical period.

To complement the Interim CFO’s dedicated focus on the restatement and financial reporting, Melissa Angelini has been appointed as Interim Vice President of Finance. In this role, Melissa will oversee the broader corporate financial operations, including treasury management, FP&A, and related strategic financial functions, while continuing to lead the Investor Relations team. Her role ensures operational continuity and strategic alignment, supporting Procaps’ growth objectives and financial accountability until the company finalizes its new organizational structure.

“These changes reflect Procaps’ ongoing commitment to excellence in governance and leadership. We are confident that the new Board and committee structures, as well as management changes will drive sustained value for our stakeholders,” said Alejandro Weinstein, Executive Chairman of Procaps Group’s Board of Directors.

Looking Ahead

Procaps Group remains dedicated to its mission of improving health and well-being through innovative pharmaceutical and healthcare solutions. The company’s proactive approach to governance, leadership, and innovation positions it for success in its key markets.

About Procaps Group

Procaps Group, S.A. (“Procaps”) (NASDAQ: PROC) is a leading developer of pharmaceutical and nutraceutical solutions, medicines, and hospital supplies that reach more than 50 countries in all five continents. Procaps has a direct presence in 13 countries in the Americas and nearly 5,000 employees working under a sustainable model. Procaps develops, manufactures, and markets over-the-counter (OTC) pharmaceutical products, prescription pharmaceutical drugs (Rx), nutritional supplements, and high-potency clinical solutions.

For more information, visit www.procapsgroup.com or Procaps’ investor relations website investor.procapsgroup.com.

Investor Contact:

Melissa Angelini
[email protected]
investor.procapsgroup.com

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” “goal,” “objective,” “will,” “may,” “should,” “can,” “project” and other similar expressions that predict or indicate future events, objectives, results or trends or that are not statements of historical matters. Such forward-looking statements include, without limitation, projected financial information, the Company’s expectations about the timing of completion of the independent investigation, financial restatement and filing of the 2023 20-F, the Company’s statements regarding seeking additional financing, statements related to the Company’s plans, outlook and strategy, other Company initiatives and objectives or forecasts related to the Company’s business, performance and industry. These forward-looking statements involve substantial risks and uncertainties, or assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, and actual results could vary materially from these forward-looking statements. Factors that may cause future results to differ materially from management’s current expectations include, among other things, the discovery of additional information relevant to the investigation; the conclusions of management (and the timing of the conclusions) concerning matters relating to the investigation; the timing of the review by, and the conclusions of, the Company’s independent registered public accounting firm regarding the internal investigation and the Company’s financial statements; the possibility that additional errors may be identified; the risk that the completion and filing of the 2023 20-F will take longer than expected; the inability to successfully implement or execute on the Company’s strategic objectives or initiatives, including governance and compliance enhancements; the inability to obtain additional financing; the inability to successfully implement or execute on our restructuring plans; changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; the inability of the Company to execute on its expense reductions plans or growth initiatives; and other risks and uncertainties indicated from time to time in documents filed or to be filed with the Securities and Exchange Commission (“SEC”) by the Company. The Company disclaims any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise.

Roseland, NJ, Dec. 20, 2024 (GLOBE NEWSWIRE) — Gaxos.ai Inc. (Nasdaq: GXAI), (“Gaxos” or the “Company”), a company developing artificial intelligence applications across various sectors, today announced the closing of its previously announced registered direct offering priced at-the-market under Nasdaq rules for the purchase and sale of an aggregate of 1,449,277 shares of its common stock at a purchase price of $3.45 per share. In addition, in a concurrent private placement, the Company issued unregistered warrants to purchase up to 1,449,277 shares of common stock. The warrants have an exercise price of $3.32 per share, are exercisable upon issuance and expire three years following the date of issuance. 

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering were approximately $5 million, before deducting the placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.

The shares of common stock (but not the warrants issued in the private placement or the shares of common stock underlying such warrants) were offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-283758) filed with the Securities and Exchange Commission (“SEC”) on December 12, 2024 and became effective on December 18, 2024. The registered direct offering of the shares of common stock was made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. The prospectus supplement and the accompanying prospectus relating to the shares of common stock offered in the registered direct offering have been filed with the SEC and are at the SEC’s website at www.sec.gov. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the registered direct offering may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by telephone at (212) 856-5711 or e-mail at [email protected].

The warrants described above were issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About Gaxos.ai Inc.

Gaxos.ai isn’t just developing applications; it’s aim is to redefine the human-AI relationship. Our offerings are being expanded to include health and wellness, as well as gaming. We’re committed to addressing health, longevity, and entertainment, through AI solutions.

Forward-Looking Statements

All statements other than statements of historical fact in this announcement are forward-looking statements that involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy, and financial needs and are subject to market and other conditions. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. Forward-looking statements include statements regarding, the use of proceeds from the offering. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s filings with the SEC.

Gaxos.ai Inc. Company Contact

Investor Relations

E: [email protected]

T: 1-888-319-2499

STAMFORD, Conn., Dec. 20, 2024 (GLOBE NEWSWIRE) — The Lovesac Company (Nasdaq: LOVE) (“Lovesac” or the “Company”), the home furnishing brand best known for its Sactionals, The World’s Most Adaptable Couch, has released its ESG & Impact Report for the 2024 fiscal year ended February 4, 2024. This report highlights the company’s continued commitment to environmental sustainability, social responsibility, and governance (“ESG”).

Shawn Nelson, Chief Executive Officer, stated, “Lovesac’s commitment to sustainability and responsible business practices is at the heart of our operations. We are dedicated to creating products that are Designed for Life, reducing our environmental impact, and fostering a culture of integrity and responsibility. Our ESG pillars of Earth, Love, and Purpose guide us in making decisions that benefit our customers, associates, shareholders, and the communities we serve. As we look to the future, we remain committed to leading by example and inspiring positive change in our industry. Together, we can create a brighter, greener, and more sustainable world for generations to come.”

Lovesac’s ESG framework relies on aspects of the Sustainability Accounting Standards Board (SASB) Building Products and Furnishings and Multiline and Specialty Retailers & Distributors standard. The strategy also takes inspiration from the United Nations Sustainable Development Goals to align Lovesac’s strategic purpose with global social and environmental priorities. This latest ESG report includes Lovesac’s progress to meeting their long-term environmental, social, and purpose-focused goals.

Key highlights include:

• ESG targets focus on three key pillars which Lovesac designates as Earth, Love, and Purpose. The report covers plans for ESG improvements in these areas over the next two decades.
• LOVE: Lovesac continues to foster a culture that embraces and celebrates the experiences, beliefs, backgrounds, expertise, talent, and individuality of everyone. With 48% of women in leadership roles in Fiscal 2024, Lovesac has continued to make meaningful progress to include more women in leadership roles.
• EARTH: Lovesac has committed to repurpose 1 billion plastic bottles in its products’ fabric and materials as supported by a partnership with REPREVE®. By the end of Lovesac’s fiscal year 2024, the partnership resulted in a total of more than 240 million bottles repurposed in the production of Lovesac product fabrics and materials.
• PURPOSE: Lovesac continuously aims to maintain the trust of their customers, shareholders, employees, partners, and communities. This trust is built on a commitment to integrity. When everyone at Lovesac follows strong policies, the integrity of our brand is reinforced. The Company is expanding its Sustainable Supply Chain program to include new transportation and warehousing vendors. Because the Company approaches its relationships in the same way it approaches its products—as a long-term investment—the Company’s suppliers are committed to making products of enduring quality that uphold the high-performance standards we set for them.

The report features the Company’s continued goal to meet net-zero waste and emissions by 2040 and its Designed For Life principles on inventing and innovating in order to deliver more high-quality, sustainably manufactured product platforms in multiple categories across the home space.

This report is Lovesac’s fourth annual ESG report and is part of the Company’s multi-phased ESG commitment to serve its customers, associates, communities, suppliers, and stakeholders in a way that benefits them all. Lovesac plans to advance and report on the progress of its ESG priorities through successive ESG reports.

Lovesac’s 2024 ESG Report is available on the Company’s website at https://investor.lovesac.com/esg.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other legal authority. Forward-looking statements can be identified by such words as “continue,” “may,” “believe,” “anticipate,” “could,” “should,” “intend,” “plan,” “will,” “strategy,” “target,” “goal,” “expect,” “strive,” “vision,” and “can” or variations of these terms and other similar expressions. Forward-looking statements inherently involve risks and uncertainties. For information on certain factors that could cause actual events or results to differ materially from our expectations, please see our filings with the Securities and Exchange Commission (SEC), including our most recently filed Amendment No. 2 to Form 10-K/A, Amendment No. 2 to Form 10-Q/A and Form 10-Qs and similar disclosures in subsequent reports filed with the SEC. Any forward-looking statements speak only as of the date on which we make it. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

About The Lovesac Company

Based in Stamford, Connecticut, The Lovesac Company is a technology driven company that designs, manufactures and sells unique, high-quality furniture derived through its proprietary Designed For Life approach which results in products that are built to last a lifetime and designed to evolve as our customers’ lives do. Our current product offering is comprised of modular couches called Sactionals, premium foam beanbag chairs called Sacs, and their associated home decor accessories. Innovation is at the center of our design philosophy with all of our core products protected by a robust portfolio of utility patents. We market and sell our products primarily online directly at www.lovesac.com, supported by direct-to-consumer touch-feel points in the form of our own showrooms as well as through shop-in-shops and pop-up-shops with third party retailers. LOVESAC, SACTIONALS, DESIGNED FOR LIFE, and THE WORLD’S MOST ADAPTABLE COUCH are trademarks of The Lovesac Company and are Registered in the U.S. Patent and Trademark Office.

Investor Relations Contacts:

Caitlin Churchill, ICR
(203) 682-8200
[email protected]

EL SEGUNDO, Calif., Dec. 20, 2024 (GLOBE NEWSWIRE) —   With a mission to positively impact human health, climate change, constraints on natural resources and animal welfare, Beyond Meat, Inc. (NASDAQ: BYND), a leader in plant-based meat, today released its 2023 ESG Report and announced its Beyond Steak life cycle assessment (LCA) study.

Beyond Meat’s 2023 ESG Report covers topics such as health and nutrition, human capital, governance and climate management. The company has expanded its disclosures on climate and its approach to ESG, including a corporate-level GHG inventory across the company’s direct and indirect emissions (Scope 1, 2 and 3), an assessment of climate-related financial risk and opportunity, and an updated ESG materiality analysis.

The 2023 ESG Report also includes the results of Beyond Meat’s recently completed LCA study for Beyond Steak, a consumer favorite which delivers both a juicy, meaty taste and a nutrition profile that meets the distinguished and trusted Heart-Check Mark criteria from the American Heart Association. The Beyond Steak LCA study was conducted according to International Organization for Standardization (ISO) recommendations and underwent a third-party critical review.

The results estimated that, compared to pre-cooked beef-based steak tips, Beyond Steak:

• Generates 84% less greenhouse gas emissions;
• Requires 93% less water consumption;
• Requires 88% less land use; and
• Requires 65% less non-renewable energy use.

The Beyond Steak LCA study also includes new impact attributes to gauge potential impacts to nature and balanced ecosystems, such as “terrestrial acidification,” “marine eutrophication” and “freshwater eutrophication” (reactions in nature that threaten the health of land, coastal, marine and freshwater ecosystems). Compared to pre-cooked beef-based steak tips, Beyond Steak creates 94% less terrestrial acidification, 95% less marine eutrophication and 77% less freshwater eutrophication.

About Beyond Meat

Beyond Meat, Inc. (NASDAQ: BYND) is a leading plant-based meat company offering a portfolio of revolutionary plant-based meats made from simple ingredients without GMOs, no added hormones or antibiotics, and 0 mg of cholesterol per serving. Founded in 2009, Beyond Meat products are designed to have the same taste and texture as animal-based meat while being better for people and the planet. Beyond Meat’s brand promise, Eat What You Love^®, represents a strong belief that there is a better way to feed our future and that the positive choices we all make, no matter how small, can have a great impact on our personal health and the health of our planet. By shifting from animal-based meat to plant-based protein, we can positively impact four growing global issues: human health, climate change, constraints on natural resources and animal welfare. Visit www.BeyondMeat.com and follow @BeyondMeat on Facebook, Instagram, Threads and LinkedIn.

Beyond Meat Forward Looking Statements

Certain statements in this release constitute “forward-looking statements.” These statements are based on management’s current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results. These forward-looking statements are only predictions, not historical fact, and involve certain risks and uncertainties, as well as assumptions. Actual results, levels of activity, performance, achievements and events could differ materially from those stated, anticipated or implied by such forward-looking statements. While Beyond Meat believes that its assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect actual results. There are many risks and uncertainties that could cause actual results to differ materially from forward-looking statements made herein including, most prominently, the risks discussed under the heading “Risk Factors” in Beyond Meat’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (“SEC”) on March 1, 2024, and Beyond Meat’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2024 filed with the SEC on November 7, 2024, as well as other factors described from time to time in Beyond Meat’s filings with the SEC. Such forward-looking statements are made only as of the date of this release. Beyond Meat undertakes no obligation to publicly update or revise any forward-looking statement because of new information, future events or otherwise, except as otherwise required by law. If Beyond Meat does update one or more forward-looking statements, no inference should be made that Beyond Meat will make additional updates with respect to those or other forward-looking statements.

Media Contact

Shira Zackai

[email protected]

THE WOODLANDS, Texas, Dec. 20, 2024 (GLOBE NEWSWIRE) — Lexicon Pharmaceuticals, Inc. (Nasdaq: LXRX) today announced it has received a complete response letter (CRL) from the U.S. Food and Drug Administration (FDA) regarding the New Drug Application (NDA) for Zynquista™ (sotagliflozin) as an adjunct to insulin therapy for glycemic control in adults with type 1 diabetes and chronic kidney disease (CKD).

This expected communication from the FDA aligns with the company’s previously disclosed strategic decision to discontinue launch preparations for Zynquista and focus solely on its clinical development pipeline.

“We are sincerely grateful to the patients and physicians who participated in our Zynquista™ clinical trials, and the broader diabetes community who strongly advocated for Zynquista’s approval,” said Mike Exton, Ph.D., chief executive officer and director of Lexicon. “Although this was not our desired outcome for sotagliflozin in this indication, we remain steadfast in our commitment to advancing our clinical pipeline, including our near-term focus on LX9211 for diabetic neuropathic pain (DPNP) with top line data from our PROGRESS Phase 2b study anticipated in Q1 2025, and pursuing innovations that we believe can profoundly benefit patients.”

About Lexicon Pharmaceuticals 

Lexicon is a biopharmaceutical company with a mission of pioneering medicines that transform patients’ lives. Through the Genome5000™ program, Lexicon’s unique genomics target discovery platform, Lexicon scientists studied the role and function of nearly 5,000 genes and identified more than 100 protein targets with significant therapeutic potential in a range of diseases. Through the precise targeting of these proteins, Lexicon is pioneering the discovery and development of innovative medicines to treat disease safely and effectively. Lexicon has a pipeline of promising drug candidates in discovery and clinical and preclinical development in neuropathic pain, hypertrophic cardiomyopathy (HCM), obesity, metabolism and other indications.  For additional information, please visit www.lexpharma.com.  

Safe Harbor Statement   
This press release contains “forward-looking statements,” including statements relating to Lexicon’s financial position and long-term outlook on its business, growth and future operating results, discovery and development of products, strategic alliances and intellectual property, as well as other matters that are not historical facts or information. All forward-looking statements are based on management’s current assumptions and expectations and involve risks, uncertainties and other important factors, specifically including Lexicon’s ability to meet its capital requirements, conduct preclinical and clinical development and obtain necessary regulatory approvals of  sotagliflozin, LX9211, LX9851 and its other drug candidates on its anticipated timelines, achieve its operational objectives, obtain patent protection for its discoveries and establish strategic alliances, as well as additional factors relating to manufacturing, intellectual property rights, and the therapeutic or commercial value of its drug candidates. Any of these risks, uncertainties and other factors may cause Lexicon’s actual results to be materially different from any future results expressed or implied by such forward-looking statements. Information identifying such important factors is contained under “Risk Factors” in Lexicon’s annual report on Form 10-K for the year ended December 31, 2023 and other subsequent disclosure documents filed with the Securities and Exchange Commission. Lexicon undertakes no obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.  

Investor Contact

Lisa DeFrancesco
Lexicon Pharmaceuticals, Inc.
[email protected]

Media Contact

Sheryl Seapy
Real Chemistry
[email protected]

TEL AVIV, Israel, Dec. 20, 2024 (GLOBE NEWSWIRE) —  Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) announced today that it will issue a press release on its fourth quarter and full year 2024 financial results, as well as on its financial guidance for 2025, on Wednesday, January 29, 2025, at 7:00 a.m. ET. Following the release, Teva will conduct a conference call and live webcast on the same day, at 8:00 a.m. ET.

In order to participate, please register in advance here to obtain a local or toll-free phone number and your personal pin.

A live webcast of the call will be available on Teva’s website at: https://ir.tevapharm.com/Events-and-Presentations.

Following the conclusion of the call, a replay of the webcast will be available within 24 hours on Teva’s website.

About Teva

Teva Pharmaceutical Industries Ltd. (NYSE and TASE: TEVA) is a global pharmaceutical leader, harnessing our generics expertise and stepping up innovation to continue the momentum behind the discovery, delivery, and expanded development of modern medicine. For over 120 years, Teva’s commitment to bettering health has never wavered. Today, the company’s global network of capabilities enables its ~37,000 employees across 58 markets to push the boundaries of scientific innovation and deliver quality medicines to help improve health outcomes of millions of patients every day. To learn more about how Teva is all in for better health, visit www.tevapharm.com.

Cautionary Note Regarding Forward-Looking Statements

This press release and the conference call may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are based on management’s current beliefs and expectations and are subject to substantial risks and uncertainties, both known and unknown, that could cause our future results, performance or achievements to differ significantly from that expressed or implied by such forward-looking statements. Important factors that could cause or contribute to such differences include risks relating to: our ability to successfully compete in the marketplace including our ability to successfully execute our Pivot to Growth strategy; our substantial indebtedness; our business and operations in general; compliance, regulatory and litigation matters; other financial and economic risks; and other factors discussed in this press release, in our Quarterly Report on Form 10-Q for the third quarter of 2024, and in our Annual Report on Form 10-K for the year ended December 31, 2023, including in the sections captioned “Risk Factors.” Forward-looking statements speak only as of the date on which they are made, and we assume no obligation to update or revise any forward-looking statements or other information contained herein, whether as a result of new information, future events or otherwise. You are cautioned not to put undue reliance on these forward-looking statements.

Teva Media Inquiries


[email protected] 

Teva Investor Relations Inquires


[email protected] 

               

REGULATED INFORMATION

Publication relating to transparency notifications

Mont-Saint-Guibert
(Belgium),
December 20, 2024
,
10:30 pm CET / 4:30 pm ET
– In accordance with article 14 of the Act of 2 May 2007 on the disclosure of large shareholdings, Nyxoah SA (Euronext Brussels/Nasdaq: NYXH) announces that it received a transparency notification as detailed below.

BlackRock, Inc.

On December 19, 2024, Nyxoah received a transparency notification from BlackRock, Inc. and related persons. Based on the notification, BlackRock, Inc. (together with its controlled undertakings) holds 1,124,630 voting rights, consisting of 1,122,658 shares and 1,972 equivalent financial instruments, representing 3.00% of the total number of voting rights on December 17, 2024 (37,427,265).

The notification dated December 18, 2024 contains the following information:

• Reason for the
  notification:
  • Acquisition or disposal of voting securities or voting rights
  • Acquisition or disposal of financial instruments that are treated as voting securities
• Notification by: a parent undertaking or a controlling person
• Persons subject to the notification requirement:
  • BlackRock, Inc. (with address at 50 Hudson Yards, New York, NY, 10001, U.S.A.)
  • BlackRock Advisors, LLC (with address at 50 Hudson Yards, New York, NY, 10001, U.S.A.)
  • BlackRock Financial Management, Inc. (with address at 50 Hudson Yards, New York, NY, 10001, U.S.A.)
  • BlackRock Fund Advisors (with address at 400 Howard Street, San Francisco, CA, 94105, U.S.A.)
  • BlackRock Institutional Trust Company, National Association (with address at 400 Howard Street, San Francisco, CA, 94105, U.S.A.)
  • BlackRock Investment Management (UK) Limited (with address at 12 Throgmorton Avenue, London, EC2N 2DL, U.K.)
  • BlackRock Investment Management, LLC (with address at 1 University Square Drive, Princeton, NJ, 8540, U.S.A.)
• Date on which the threshold was crossed: December 17, 2024
• Threshold that is crossed: 3%
• Denominator: 37,427,265
• Notified
  details:

A) Voting rights	Previous notification	After the transaction
	# of voting rights	# of voting rights		% of voting rights
Holders of voting rights		Linked to securities	Not linked to the securities	Linked to securities	Not linked to the securities
BlackRock, Inc.	0	0		0.00%
BlackRock Advisors, LLC	1,038,361	1,089,161		2.91%
BlackRock Financial Management, Inc.	0	6,167		0.02%
BlackRock Fund Advisors	446	255		0.00%
BlackRock Institutional Trust Company, National Association	0	2,551		0.01%
BlackRock Investment Management (UK) Limited	1,080	1,080		0.00%
BlackRock Investment Management, LLC	25,234	23,444		0.06%
Subtotal	1,065,121	1,122,658		3.00%
	TOTAL	1,122,658	0	3.00%	0.00%

B) Equivalent financial instruments	After the transaction
Holders of equivalent financial instruments	Type of financial instrument	Expiration date	Exercise period or date	# of voting rights that may be acquired if the instrument is exercised	% of voting rights	Settlement
BlackRock Fund Advisors	Securities Lent			200	0.00%	physical
BlackRock Financial Management, Inc.	Contract Difference			1,772	0.00%	cash
	TOTAL			1,972	0.01%

	TOTAL (A & B)			# of voting rights	% of voting rights
				1,124,630	3.00%

• Full chain of controlled undertakings through which the holding is effectively held:

BlackRock, Inc.
BlackRock Finance, Inc.
Trident Merger, LLC
BlackRock Investment Management, LLC

BlackRock, Inc.
BlackRock Finance, Inc.
BlackRock Holdco 2, Inc.
BlackRock Financial Management, Inc.
BlackRock International Holdings, Inc.
BR Jersey International Holdings L.P.
BlackRock Holdco 3, LLC
BlackRock Cayman 1 LP
BlackRock Cayman West Bay Finco Limited
BlackRock Cayman West Bay IV Limited
BlackRock Group Limited
BlackRock Finance Europe Limited
BlackRock Investment Management (UK) Limited

BlackRock, Inc.
BlackRock Finance, Inc.
BlackRock Holdco 2, Inc.
BlackRock Financial Management, Inc.
BlackRock Holdco 4, LLC
BlackRock Holdco 6, LLC
BlackRock Delaware Holdings Inc.
BlackRock Institutional Trust Company, National Association

BlackRock, Inc.
BlackRock Finance, Inc.
BlackRock Holdco 2, Inc.
BlackRock Financial Management, Inc.
BlackRock Holdco 4, LLC
BlackRock Holdco 6, LLC
BlackRock Delaware Holdings Inc.
BlackRock Fund Advisors

BlackRock, Inc.
BlackRock Finance, Inc.
BlackRock Holdco 2, Inc.
BlackRock Financial Management, Inc.

BlackRock, Inc.
BlackRock Finance, Inc.
BlackRock Holdco 2, Inc.
BlackRock Financial Management, Inc.
BlackRock Capital Holdings, Inc.
BlackRock Advisors, LLC

• Additional information: The disclosure obligation arose due to total holdings in voting rights for BlackRock, Inc. going above 3%. Please note that the actual percentage in section 10 (A) is 2.99%. The form displays it as remaining at 3% due to the rounding of the form.

*

* *

Contact:

Nyxoah

John Landry, CFO
[email protected]

Attachment

• 2024 12 19 PR Transparency notification 2024 10 (BlackRock) (ENG)

• 
  Net loss of $9.2 million for the quarter inclusive of a $6.3 million non-cash charge for contingent obligation, compared with a net loss of $5.1 million for the prior year quarter.
  
• 
  Net loss on a non-GAAP basis was $1.3 million for the quarter, representing a 56% improvement from the third quarter of 2023, and $3.4 million for the nine months ended September 30, 2024, representing a 60% improvement from the prior year comparable period.
  
• 
  Adjusted EBITDA for the quarter was negative $1.0 million, compared with Adjusted EBITDA of negative $1.4 million for the prior year quarter.
  
• 
  Direct Operating Costs and Expenses of $2.8 million for the quarter, a 50% improvement from the prior year quarter.
  

NEW YORK, Dec. 20, 2024 (GLOBE NEWSWIRE) — Xcel Brands, Inc. (NASDAQ: XELB) (“Xcel” or the “Company”), a media and consumer products company with significant expertise in livestream shopping and social commerce, today announced its financial results for the quarter ended September 30, 2024.

Robert W. D’Loren, Chairman and Chief Executive Officer of Xcel commented, “I am pleased with the continued improvements in our operating results.” He further commented, “despite some headwinds in the industry, this is an exciting time for our company given the growth in our brands with key retail partners and the strong pipeline of planned new brand launches in 2025. I believe we are positioned nicely for where things are going in retail.”

Third Quarter 2024 Financial Results

Total revenue for the third quarter of 2024 was $1.9 million, representing a decrease of approximately $0.7 million (-28%) from the third quarter of 2023. This decrease was predominantly driven by a decline in net licensing revenue – specifically, the June 30, 2024 divestiture of the Lori Goldstein brand, and delayed sales due to cancelled shows caused by hurricanes at our interactive TV retailer’s studio location, partially offset by increased licensing revenues generated by the Company’s other brands.

Net loss attributable to Xcel Brands stockholders for the quarter was approximately $9.2 million, or $(0.39) per share, compared with a net loss of $5.1 million, or $(0.26) per share, for the prior year quarter. The current quarter notably includes a $6.3 million non-cash charge to recognize the estimated value of a contingent obligation to transfer a portion of the Company’s equity ownership interests in IM Topco, LLC to WHP after March 31, 2025. This charge essentially represents a subsequent reduction of the previously recognized gain from the 2022 sale of a majority interest in the Isaac Mizrahi Brand, and ultimately will not require any use of cash to settle the contingent obligation.

After adjusting for certain cash and non-cash items, results on a non-GAAP basis were a net loss of approximately $1.3 million, or $(0.06) per share for the current quarter and a net loss of approximately $3.0 million, or $(0.15) per share, for the prior year quarter.

Adjusted EBITDA also improved on a year-over-year basis, from negative $1.4 million in the prior year quarter to negative $1.0 million for the current quarter, primarily as a result of the restructuring of the business and entry into the new long-term license agreements in 2023 for the Halston, Judith Ripka, C Wonder, and Longaberger brands.  

Nine Month 2024 Financial Results

Total revenue for the current nine-month period was $7.1 million, representing a decrease of approximately $8.4 million (-54%) from the prior year’s nine-month period. This decline was predominantly driven by the decrease in net product sales due to the Company’s discontinuance of its wholesale businesses as part of its Project Fundamentals plan in 2023.

Net loss attributable to Xcel Brands stockholders for the nine months ended September 30, 2024, was approximately $15.3 million, or $(0.68) per share, compared with a net loss of $14.3 million, or ($0.72) per diluted share, for the prior year comparable period. The current nine-month period includes significant one-off non-cash items, including a $3.8 million gain on the divestiture of the Lori Goldstein brand, a $3.5 million charge related to the exit and sublease of the Company’s prior office space, and the aforementioned $6.3 million charge related to the contingent obligation for IM Topco, LLC.

After adjusting for certain cash and non-cash items, results on a non-GAAP basis were a net loss of approximately $3.4 million, or ($0.15) per share for the current nine-month period and a net loss of approximately $8.7 million, or ($0.44) per share, for the prior year nine-month period.

Adjusted EBITDA improved significantly on a year-over-year basis to negative $2.7 million for the current year nine-month period as compared with negative $4.6 million for the nine months ended September 30, 2023, primarily as a result of the restructuring of the business and entry into the new long-term license agreements in 2023 for the Halston, Judith Ripka, C Wonder, and Longaberger brands.

Balance Sheet

The Company’s balance sheet at September 30, 2024, reflected stockholders’ equity of approximately $35 million, unrestricted cash and cash equivalents of approximately $0.2 million, and a working capital deficit, exclusive of the current portion of lease obligations and deferred revenue, of approximately $(0.4) million.

However, in November 2024, the Company entered into a new term loan agreement in the amount of $10 million, which provides the Company with approximately $5 million of additional liquidity after repayment of its previous term loan. In connection with the new term loan debt, Company’s working capital increased by approximately $6 million subsequent to September 30, 2024.

Conference Call and Webcast

The Company will host a conference call with members of the executive management team to discuss these results with additional comments and details at 5:00 p.m. Eastern Time on December 23, 2024. A webcast of the conference call will be available live on the Investor Relations section of Xcel’s website at www.xcelbrands.com. Interested parties unable to access the conference call via the webcast may dial 800-715-9871 or 646-307-1963 and use the conference ID 9838743. A replay of the webcast will be available on Xcel’s website.

About Xcel Brands

Xcel Brands, Inc. (NASDAQ: XELB) is a media and consumer products company engaged in the design, licensing, marketing, live streaming, and social commerce sales of branded apparel, footwear, accessories, fine jewelry, home goods and other consumer products, and the acquisition of dynamic consumer lifestyle brands. Xcel was founded in 2011 with a vision to reimagine shopping, entertainment, and social media as social commerce. Xcel owns the Halston, Judith Ripka, and C. Wonder brands, as well as the Tower Hill by Christie Brinkley co-branded collaboration, and holds noncontrolling interests in the Isaac Mizrahi brand and Orme Live. Xcel also owns and manages the Longaberger brand through its controlling interest in Longaberger Licensing LLC. Xcel is pioneering a true modern consumer products sales strategy which includes the promotion and sale of products under its brands through interactive television, digital live-stream shopping, social commerce, brick-and-mortar retail, and e-commerce channels to be everywhere its customers shop. The company’s brands have generated in excess of $5 billion in retail sales via livestreaming in interactive television and digital channels alone, and over 20,000 hours of live-stream and social commerce. Headquartered in New York City, Xcel Brands is led by an executive team with significant live streaming, production, merchandising, design, marketing, retailing, and licensing experience, and a proven track record of success in elevating branded consumer products companies. www.xcelbrands.com

Forward Looking Statements

This press release contains forward-looking statements. All statements other than statements of historical fact contained in this press release, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “ongoing,” “could,” “estimates,” “expects,” “intends,” “may,” “appears,” “suggests,” “future,” “likely,” “goal,” “plans,” “potential,” “projects,” “predicts,” “seeks,” “should,” “would,” “guidance,” “confident” or “will” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements regarding our anticipated revenue, expenses, profitability, strategic plans and capital needs. These statements are based on information available to us on the date hereof and our current expectations, estimates and projections and are not guarantees of future performance. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, including, without limitation, the risks discussed in the “Risk Factors” section and elsewhere in the Company’s Annual Report on form 10-K for the year ended December 31, 2023 and its other filings with the SEC, which may cause our or our industry’s actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time, and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements. You should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.

For further information please contact:

Seth Burroughs
Xcel Brands
[email protected]

Non-GAAP net income and non-GAAP diluted EPS are non-GAAP unaudited terms. We define non-GAAP net income as net income (loss) attributable to Xcel Brands, Inc. stockholders, exclusive of amortization of trademarks, income (loss) from equity method investments, reduction inequity ownership of IM TopCo, LLC, stock-based compensation and cost of licensee warrants, gains on sales of assets and investments, gain on lease termination, asset impairment charges, and income taxes (if any). Non-GAAP net income and non-GAAP diluted EPS measures do not include the tax effect of the aforementioned adjusting items, due to the nature of these items and the Company’s tax strategy.

Adjusted EBITDA is a non-GAAP unaudited measure, which we define as net (loss) income attributable to Xcel Brands, Inc. stockholders before asset impairment charges, depreciation and amortization, income (loss) from equity method investments, reduction inequity ownership of IM TopCo, LLC, interest and finance expenses (including loss on extinguishment of debt, if any), accretion of lease liability for exited leases, income taxes (if any), other state and local franchise taxes, stock-based compensation and cost of licensee warrants, gains on sales of assets and investments, gain on lease termination, costs of restructuring of operations, and losses from discontinued businesses.

Management uses non-GAAP net income, non-GAAP diluted EPS, and Adjusted EBITDA as measures of operating performance to assist in comparing performance from period to period on a consistent basis and to identify business trends relating to our results of operations. Management believes non-GAAP net income, non-GAAP diluted EPS, and Adjusted EBITDA are also useful because these measures adjust for certain costs and other events that management believes are not representative of our core business operating results, and thus these non-GAAP measures provide supplemental information to assist investors in evaluating our financial results.

Non-GAAP net income, non-GAAP diluted EPS, and Adjusted EBITDA should not be considered in isolation or as alternatives to net income, earnings per share, or any other measure of financial performance calculated and presented in accordance with GAAP. Given that non-GAAP net income, non-GAAP diluted EPS, and Adjusted EBITDA are financial measures not deemed to be in accordance with GAAP and are susceptible to varying calculations, our non-GAAP net income, non-GAAP diluted EPS, and Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including companies in our industry, because other companies may calculate these measures in a different manner than we do. In evaluating non-GAAP net income, non-GAAP diluted EPS, and Adjusted EBITDA, you should be aware that in the future we may or may not incur expenses similar to some of the adjustments in this document. Our presentation of non-GAAP net income, non-GAAP diluted EPS, and Adjusted EBITDA does not imply that our future results will be unaffected by these expenses or any unusual or non-recurring items. When evaluating our performance, you should consider non-GAAP net income, non-GAAP diluted EPS, and Adjusted EBITDA alongside other financial performance measures, including our net income and other GAAP results, and not rely on any single financial measure.

Xcel Brands, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
		For the Three Months Ended								For the Nine Months Ended
		September 30,								September 30,
		2024				2023				2024				2023
Revenues
Net licensing revenue		$	1,505			$	2,381			$	6,515			$	7,031
Net sales			407				256				535				8,437
Net revenue			1,912				2,637				7,050				15,468
Cost of goods sold			407				225				445				6,718
Gross profit			1,505				2,412				6,605				8,750
Direct operating costs and expenses
Salaries, benefits and employment taxes			1,208				2,141				4,771				7,847
Other selling, general and administrative expenses			1,618				3,482				5,137				9,918
Total direct operating costs and expenses			2,826				5,623				9,908				17,765
Operating loss before other operating costs and expenses (income)			(1,321	)			(3,211	)			(3,303	)			(9,015	)
Other operating costs and expenses (income)
Depreciation and amortization			910				1,677				4,044				5,260
Asset impairment charges			–				–				3,483				–
Loss from equity method investments			593				515				1,683				1,545
Reduction in equity ownership of IM TopCo, LLC			6,254				–				6,254				–
Gain on divestiture of Lori Goldstein Brand			–				–				(3,801	)			–
Gain on sale of limited partner ownership interest			–				–				–				(351	)
Gain on settlement of lease liability			–				–				–				(445	)
Operating loss			(9,078	)			(5,403	)			(14,966	)			(15,024	)
Interest and finance expense (income), net			142				–				438				18
Loss before income taxes			(9,220	)			(5,403	)			(15,404	)			(15,042	)
Income tax benefit			–				–				–				–
Net loss			(9,220	)			(5,403	)			(15,404	)			(15,042	)
Less: Net loss attributable to noncontrolling interest			(7	)			(259	)			(92	)			(787	)
Net loss attributable to Xcel Brands, Inc. stockholders		$	(9,213	)		$	(5,144	)		$	(15,312	)		$	(14,255	)
Earnings (loss)per share attributed to Xcel Brands, Inc. common stockholders:
Diluted net income (loss) per share		$	(0.39	)		$	(0.26	)		$	(0.68	)		$	(0.72	)
Basic net income (loss) per share		$	(0.39	)		$	(0.26	)		$	(0.68	)		$	(0.72	)
Basic weighted average common shares outstanding			23,522,453				19,749,317				22,466,737				19,683,525
Diluted weighted average common shares outstanding			23,522,453				19,749,317				22,466,737				19,683,525

Xcel Brands, Inc. and Subsidiaries
Unaudited Consolidated Balance Sheets
(in thousands, except share and per share data)
		September 30, 2024				December 31, 2023
		(unaudited)
Assets
Current Assets:
Cash and cash equivalents		$	242			$	2,998
Accounts receivable, net			2,908				3,454
Inventory			0				453
Prepaid expenses and other current assets			375				398
Total current assets			3,525				7,303
Property and equipment, net			202				634
Operating lease right-of-use assets			3,923				4,453
Trademarks and other intangibles, net			35,642				41,520
Equity method investment, net			9,796				17,735
Other assets			911				15
Total non-current assets			50,474				64,357
Total Assets		$	53,999			$	71,660
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable, accrued expenses and other current liabilities		$	2,602			$	2,236
Deferred revenue			1,376				889
Accrued income taxes payable			372				372
Current portion of operating lease obligation			1,433				1,258
Current portion of long-term debt			1,000				750
Current portion of contingent obligations			—				964
Total current liabilities			6,783				6,469
Long-Term Liabilities:
Deferred revenue			2,889				3,556
Long-term portion of operating lease obligation			5,633				4,021
Long-term debt, net, less current portion			3,297				3,971
Long-term portion of contingent obligations			–				5,432
Other long-term liabilities			431				40
Total long-term liabilities			12,250				17,020
Total Liabilities			19,033				23,489
Stockholders’ Equity:
Preferred stock, $.001 par value, 1,000,000 shares authorized, none issued and outstanding			–				–
Common stock, $.001 par value, 50,000,000 shares authorized, and 23,581,290 and 19,795,053 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively			24				20
Paid-in capital			106,056				103,861
Accumulated deficit			(69,161	)			(53,849	)
Total Xcel Brands, Inc. stockholders’ equity			36,919				50,032
Noncontrolling interest			(1,953	)			(1,861	)
Total Stockholders’ Equity			34,966				48,171
Total Liabilities and Stockholders’ Equity		$	53,999			$	71,660

Xcel Brands, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
		For the Nine Months Ended
		September 30,
		2024				2023
Cash flows from operating activities
Net loss		$	(15,404	)		$	(15,042	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense			4,044				5,260
Asset impairment charges			3,483				100
Amortization of deferred finance costs included in interest expense			76				–
Stock-based compensation and cost of licensee warrants			296				184
Provision for (recovery of) credit losses			(45	)			20
Restructuring of certain contractual arrangements			–				756
Undistributed proportional share of net loss of equity method investees			1,683				1,545
Reduction in equity ownership of IM TopCo, LLC			6,254				–
Gain on divestiture of Lori Goldstein brand			(3,801	)			–
Gain on sale of limited partner ownership interest			–				(351	)
Gain on settlement of lease liability			–				(445	)
Changes in operating assets and liabilities:
Accounts receivable			591				(415	)
Inventory			453				1,848
Prepaid expenses and other assets			(134	)			920
Deferred revenue			(180	)			4,676
Accounts payable, accrued expenses and other current liabilities			(304	)			(1,395	)
Lease-related assets and liabilities			(710	)			(471	)
Other Liabilities			391				–
Net cash used in by operating activities			(3,307	)			(2,810	)
Cash flows from investing activities
Net proceeds from sale of assets			–				451
Purchase of property and equipment			(112	)			(87	)
Net cash provided by investing activities			(112	)			364
Cash flows from financing activities
Proceeds from public offering and private placement transactions, net of transaction costs			1,902				–
Proceeds from exercise of stock options			–				27
Payment of long-term debt			(500	)			–
Payment of breakage fees associated with extinguishment of long-term debt			–				–
Net cash used in financing activities			1,402				27
Net (decrease) increase in cash, cash equivalents, and restricted cash			(2,017	)			(2,419	)
Cash, cash equivalents, and restricted cash at beginning of period			2,998				4,608
Cash, cash equivalents, and restricted cash at end of period		$	981			$	2,189
Reconciliation to amounts on consolidated balance sheets:
Cash and cash equivalents		$	242			$	2,189
Restricted cash (reported in other non-current assets)			739				–
Total cash, cash equivalents, and restricted cash		$	981			$	2,189
Supplemental disclosure of non-cash activities:
Recognition of operating lease right-of-use asset		$	2,596			$	–
Recognition of operating lease obligation		$	2,596			$	–
Supplemental disclosure of cash flow information:
Cash paid during the period for interest		$	344			$	–
Cash paid during the period for income taxes		$				$	16

($ in thousands)	Three Months Ended September 30,								Nine Months Ended September 30,
	2024				2023				2024				2023
	(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Net loss attributable to Xcel Brands, Inc. stockholders	$	(9,213	)			(5,144	)		$	(15,312	)			(14,255	)
Amortization of trademarks		875				1,520				3,914				4,565
Loss from equity method investments		593				515				1,683				1,545
Reduction in equity ownership of IM TopCo, LLC		6,254				–				6,254				–
Stock-based compensation and cost of licensee warrants		158				62				344				184
Gains on sales of assets and investments		–				–				(3,801	)			(351	)
Gain on lease termination		–				–				–				(445	)
Asset impairments		–				–				3,483				100
Non-GAAP net loss	$	(1,333	)		$	(3,047	)		$	(3,435	)		$	(8,657	)
	Three Months Ended September 30,								Nine Months Ended September 30,
	2024				2023				2024				2023
	(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Diluted earnings (loss) per share	$	(0.39	)		$	(0.26	)		$	(0.68	)		$	(0.72	)
Amortization of trademarks		0.04				0.08				0.17				0.23
Loss from equity method investments		0.02				0.03				0.07				0.08
Reduction in equity ownership of IM TopCo, LLC		0.26				–				0.28				–
Stock-based compensation and cost of licensee warrants		0.01				0.00				0.02				0.01
Gains on sales of assets and investments		–				–				(0.17	)			(0.02	)
Gain on lease termination		–				–				–				(0.02	)
Asset impairments		–				–				0.16				0.00
Non-GAAP diluted EPS	$	(0.06	)		$	(0.15	)		$	(0.15	)		$	(0.44	)
Non-GAAP weighted average diluted shares		23,522,453				19,749,317				22,466,737				19,683,525
($ in thousands)	Three Months Ended September 30,								Nine Months Ended September 30,
	2024				2023				2024				2023
	(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Net loss attributable to Xcel Brands, Inc. stockholders	$	(9,213	)		$	(5,144	)		$	(15,312	)		$	(14,255	)
Asset impairment charges		–				–				3,483				100
Depreciation and amortization		910				1,677				4,044				5,260
Loss from equity method investments		593				515				1,683				1,545
Reduction in equity ownership of IM TopCo, LLC		6,254				–				6,254				–
Interest and finance expense		142				–				438				18
Accretion of lease liability for exited lease		98				–				174				–
State and local franchise taxes		9				9				33				53
Stock-based compensation and cost of licensee warrants		158				62				344				184
Gains on sales of assets and investments		–				–				(3,801	)			(351	)
Gain on lease termination		–				–				–				(445	)
Costs associated with restructuring of operations		–				1,471				–				3,319
Adjusted EBITDA	$	(1,049	)		$	(1,410	)		$	(2,660	)		$	(4,572	)