Market Newsdesk

Upcoming Data at AASLD Support Robust, Sustained FXR Activation by MET409 in Patients with NASH

$85 Million Initial Public Offering Completed

SAN DIEGO, Nov. 12, 2020 (GLOBE NEWSWIRE) — Metacrine, Inc. (Nasdaq: MTCR), a clinical-stage biopharmaceutical company focused on discovering and developing differentiated therapies for patients with liver and gastrointestinal diseases, today reported recent business highlights and third quarter 2020 financial results.

“2020 has been a transformational year for Metacrine, as we advanced the development of our proprietary FXR platform, including our MET409 and MET642 clinical programs, and made the important transition into a publicly traded company,” said Preston Klassen, M.D., MHS, president and chief executive officer of Metacrine. “As we look to the rest of the year, we plan to present new data from our MET409 Phase 1b proof-of-concept clinical trial in patients with NASH at AASLD, which further support the continued advancement of these potential best-in-class FXR programs. Additionally, we have selected the antidiabetic agent, an SGLT-2 inhibitor, to be evaluated with MET409 in our planned combination trial, which is on-track to initiate in the first half of next year. With additional capital and an established leadership team of talented industry veterans, we stand in a strong position to continue advancing both MET409 and MET642, while also exploring additional opportunities in our early-stage pipeline to expand our portfolio and support our future growth.”

Program Highlights

• New MET409 Data to be Presented at AASLD’s The Liver Meeting Digital Experience:
  
  Two posters highlighting pharmacokinetic and pharmacodynamic data along with early prediction of longer term changes in liver fat content on the company’s lead clinical candidate, MET409
  , a farnesoid X receptor (FXR) agonist for the treatment of non-alcoholic steatohepatitis (NASH), will be presented at the American Association for the Study of Liver Diseases’ (AASLD) The Liver Meeting Digital Experience™. The virtual meeting is taking place November 13-16, 2020.
   
• SGLT-2 Inhibitor Selected as Combination Agent for MET409 Phase 2a Combination Trial: Metacrine has selected empagliflozina sodium-glucose cotransport-2 (SGLT-2) inhibitor, to be evaluated in combination with MET409 in the company’s planned Phase 2a clinical trial for the treatment of patients with both NASH and type 2 diabetes. SGLT-2 inhibitors, in addition to affording glycemic control and cardiovascular/renal benefits, have demonstrated positive effects on liver fat reduction. A daily oral combination treatment with an FXR agonist and SGLT-2 inhibitor could be beneficial for patients with NASH and type 2 diabetes, who are believed to be at a greater risk of liver disease progression. The company anticipates beginning the combination trial in the first half of 2021.
   
• Positive MET409 Phase 1b Clinical Data in NASH Patients Presented at the Digital International Liver Congress™ 2020: In August, Metacrine presented positive, final results from its 12-week, randomized, placebo-controlled Phase 1b study of MET409 in patients with NASH in a late-breaking poster presentation as part of the Digital International Liver Congress. In the Phase 1b proof-of-concept trial, 58 patients with NASH were randomized 1:1:1 to receive oral, once-daily MET409 at 50 mg or 80 mg, or to placebo. Study findings show that MET409 meaningfully lowered and normalized liver fat content compared to placebo with a reassuring safety and tolerability profile. The full findings can be seen here.

• MET409 Received FDA Fast Track Designation for the Treatment of NASH: In August, Metacrine announced that the FDA granted Fast Track designation to MET409 for the treatment of NASH. Fast Track is a process designed to facilitate the development and expedite the review of drugs designed to treat serious diseases or conditions and that have the potential to fill an unmet medical need for such diseases or conditions. This designation was granted to MET409 based on data from a completed Phase 1b study in NASH patients as well as preclinical studies.

Recent Business Highlights

• Successful Initial Public Offering (IPO) Completed: On September 15, 2020, Metacrine sold 6,540,000 shares of its common stock at a public offering price of $13.00 per share. The gross proceeds to Metacrine from the offering, before deducting underwriting discounts and commissions and other offering expenses payable by Metacrine, were approximately $85.0 million.

Anticipated Milestones

• Metacrine expects to announce topline results from its Phase 1 clinical study in healthy volunteers of MET642 before the end of 2020.

Upcoming Investor Conference Presentation

Preston Klassen, M.D., MHS, president and chief executive officer of Metacrine, will participate in a fireside chat during the Jefferies Virtual London Healthcare Conference on Thursday, Nov. 19, 2020 at 7:20 p.m. GMT/11:20 a.m. PT.

The live webcast will be available in the investor section of the company’s website at www.metacrine.com. The webcast will be archived for 60 days following the presentation.

Third Quarter Financial Results

• Cash Balance: Cash, cash equivalents and short-term investments were $109.2 million as of September 30, 2020, which includes $85.0 million in gross proceeds from the company’s IPO completed in September 2020.

• R&D Expenses: Research and development (R&D) expenses were $6.2 million for the three months ended September 30, 2020, as compared to $7.6 million for the same period in the prior year. The decrease in research and development expenses was primarily attributable to manufacturing, preclinical and toxicology work performed during 2019 to support the initiation of the Phase 1 clinical trial of MET642 in March 2020.
   
• G&A Expenses: General and administrative (G&A) expenses were $2.7 million for the three months ended September 30, 2020, as compared to $1.1 million for the same period in the prior year. The increase in general and administrative expenses was primarily attributable to increased headcount and non-cash stock-based compensation charges.

• Net Loss: Net loss was $9.1 million for the three months ended September 30, 2020, as compared to $8.5 million for the same period in the prior year.

About Metacrine

Metacrine, Inc. (Nasdaq: MTCR) is a clinical-stage biopharmaceutical company building a differentiated pipeline of therapies to treat liver and gastrointestinal (GI) diseases. The company’s most advanced programs, MET409 and MET642, target the farnesoid X receptor (FXR), which is central to modulating liver and GI diseases. Both MET409 and MET642 are currently being investigated in clinical trials as potential new treatments for non-alcoholic steatohepatitis (NASH).

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements in this press release that are not purely historical are forward-looking statements. Such forward-looking statements include, among other things, statements regarding the therapeutic potential of MET409 and MET642; statements regarding Metacrine’s timelines; the differentiated nature of Metacrine’s FXR program; plans underlying Metacrine’s clinical trials; plans for advancing the clinical development of Metacrine’s FXR program; the potential best-in-class nature of Metacrine’s FXR program; and the potential for its FXR product candidates to be long-term therapies for NASH; and the potential benefits of MET409’s Fast Track designation. Words such as “may,” “will,” “expect,” “plan,” “aim,” “anticipate,” “estimate,” “intend,” “potential,” “prepare” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These forward-looking statements are based on Metacrine’s expectations and assumptions that may never materialize or prove to be incorrect. Each of these forward-looking statements involves risks and uncertainties. Actual results may differ materially from those projected in any forward-looking statements due to numerous risks and uncertainties, including but not limited to: risks and uncertainties regarding regulatory approvals for MET409 or MET642; potential delays in initiating, enrolling or completing any clinical trials; potential adverse side effects or other safety risks associated with Metacrine’s product candidates; competition from third parties that are developing products for similar uses; and Metacrine’s ability to obtain, maintain and protect its intellectual property. Information regarding the foregoing and additional risks may be found in the section entitled “Risk Factors” in Metacrine’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 12, 2020, and in Metacrine’s other filings with the SEC. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except as required by law, Metacrine assumes no obligation to update any forward-looking statements contained herein to reflect any change in expectations, even as new information becomes available.

Contact:

Chelcie Lister
THRUST Strategic Communications
910.777.3049
[email protected]

Metacrine, Inc.

Unaudited Condensed Consolidated Statements of Operations

(In thousands, except per share data)

Metacrine, Inc.

Unaudited Condensed Consolidated Balance Sheets

(In thousands)

Metacrine, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows
(In thousands)

PR20-26 intersects 77.7m of 2.24 g Au/t, including 22.9m of 4.21 g Au/t and PR20-34 intersects 38.1m of 4.37 g Au/t including 16.8m of 5.41 g Au/t

VANCOUVER, British Columbia, Nov. 12, 2020 (GLOBE NEWSWIRE) — Gold Standard Ventures Corp. (TSX: GSV; NYSE AMERICAN: GSV) (“Gold Standard” or the “Company”) today announced that its 2020 Pinion deposit development program has found a new higher-grade oxide zone with potential to grow. The new zone at Pinion exhibits thicker breccia as well as exceptional oxide grades based on recent drilling on GSV’s 100%-owned/controlled Railroad-Pinion Project in Nevada’s Carlin Trend.

The drill results released today are from an additional 36 reverse-circulation (“RC”) holes (see Pinion DH Location Map – Nov. 10, 2020 and Significant Pinion DH Intercepts – Nov. 10, 2020). With this release, all reverse circulation holes (60 total) have been reported. Results from 15 core holes are pending.

Oxide results include 77.7m of 2.24 g Au/t, including 22.9m of 4.21 g Au/t in PR20-26; 38.1m of 4.37 g Au/t, including 16.8m of 5.41 g Au/t in PR20-34; 25.9m of 3.66 g Au/t, including 12.2m of 6.45 g Au/t in PR20-60; and 39.6m of 1.36 g Au/t, including 15.2m of 2.03 g Au/t in PR20-37. These results identify a number of new and potentially value-add opportunities at Pinion and the greater South Railroad Project, including: 1) a N60W trending zone of higher-grade oxide mineralization at Pinion that remains open to the south, east and at depth; 2) a potential expansion of the Pinion Phase 4 resource; and 3) a new gold host unit – the Tripon Pass Formation – which hosts +1 g Au/t reduced mineralization.

Objectives of the drilling included: 1) decreasing drill spacing on the Pinion Phase 4 inferred oxide resource for conversion to Measured and Indicated; 2) providing material for metallurgical testing; and 3) tightening the drill spacings near historic Cameco holes SB-136, an RC hole that intersected 102.1m of 1.38 g Au/t, and SB-162-99, a core hole that twinned and verified the SB-136 results with an intercept of 112.0m of 1.24 g Au/t. All of these objectives have been successfully completed.

Jonathan Awde, CEO and Director of Gold Standard commented: “Railroad-Pinion has continued to provide upside surprises. The new Pinion zone has the best oxide gold grades we have ever drilled at Pinion and it has potential to expand. Finding gold in the Tripon Pass Formation opens up a possible new host unit. Twelve holes ended in altered multilithic breccia with oxide gold values ranging from 0.31 g Au/t to 2.52 g Au/t as mineralized thicknesses exceeded expectations. All considered, this has been a very successful program and we have more results to come.”

Key Highlights for
Pinion
include:

• Drill hole PR20-26 intersected 77.7m of 2.24 g Au/t, including 22.9m of 4.21 g Au/t, and PR20-34 intersected 38.1m of 4.37 g Au/t, including 16.8m of 5.41 g Au/t. These drill holes are on the southern margin of the drill pattern and represent the best oxide intercepts ever completed at the Pinion deposit.
• Nine holes (PR20-26, -28, -29, -30, -34, -35, -36, -37 and -42) in this release and three holes (PR20-19, -20 and -27) announced last month (see October 20, 2020 news release) ended in altered multilithic breccia with oxide gold values ranging from 0.31 g Au/t to 2.52 g Au/t. These holes intersected thicker and higher gold grades than predicted by the resource model.
• Pinion Phase 4 drilling has defined a new N60W striking zone of higher than average deposit gold grade, considerable breccia thickness and an increase in igneous sills and dikes. Along this trend, oxide mineralization exhibits vertical and strike continuity over an area approximately 300m (along a NW/SE strike) by approximately 170m wide. Mineralization remains open for another 600m to the southeast of this drilling and at depth. Additional drilling is in progress to further define this zone, both at depth and along strike.
• PR20-34 also intersected a reduced gold zone of 10.7m of 2.14 g Au/t (at a 1.0 g Au/t cutoff) in the Tripon Pass Formation, immediately above the oxide intercept of 38.1m of 4.37 g Au/t. This reduced intercept represents a new gold host and style of mineralization at Pinion.
• In the northern portion of the drill pattern, three holes intersected vertically-continuous zones of +1 g Au/t oxide mineralization, including 32.0m of 1.14 g Au/t, including 10.7m of 2.40 g Au/t in PR20-47; 24.4m of 1.55 g Au/t, including 16.8m of 2.11 g Au/t in PR20-59; and 25.9m of 3.66 g Au/t, including 12.2m of 6.45 g Au/t in PR20-60. These holes intersected higher gold grades than predicted by the resource model.

Pinion RC drill results are as follows:

Gold intervals reported in this table were calculated using a 0.14 g Au/t cutoff for oxide mineralization and a 1.0 g Au/t cutoff for reduced mineralization. Weighted averaging has been used to calculate all reported intervals. True widths are estimated at 70-90% of drilled thicknesses.

Don Harris, Gold Standard’s General Manager commented, “Phase 4 drilling was designed as a routine infill program to increase confidence from inferred to measured and indicated. However, drill assay results along the southern portion of the program exceeded expectations with thicker and higher-grade intervals encountered. The higher oxide grades and refractory intercepts encountered in the Tripon Pass indicate the Pinion system is increasing in strength as we move south. Additional drilling is in progress to further refine this zone and impacts to the Pinion Phase 4 potential mining layback. The results will be incorporated into the ongoing feasibility study.

Sampling Methodology, Chain of Custody, Quality Control and Quality Assurance:

All Gold Standard sampling was conducted under the supervision of the Company’s project geologists and the chain of custody from the project to the sample preparation facility was continuously monitored. A blank, certified reference material, or rig duplicate was inserted approximately every tenth sample. Samples from drill holes PR20-50 through PR20-60 were shipped to Paragon Geochemical’s certified laboratory in Sparks, NV where they were crushed and pulverized. Resulting sample pulps were digested and analyzed for gold using fire assay fusion and an ICP-OES finish on a 30-gram split. The remainder of the drill samples were delivered to Bureau Veritas Mineral Laboratories preparation facility in either Sparks, NV or Hermosillo, Mexico where they were crushed and pulverized. Resulting sample pulps were digested and analyzed for gold using fire assay fusion and an atomic absorption spectroscopy (AAS) finish on a 30-gram split. Over limit gold assays were determined using a fire assay fusion with a gravimetric finish on a 30-gram split. All other elements were determined by ICP. Data verification of the analytical results included a statistical analysis of the standards and blanks that must pass certain parameters for acceptance to insure accurate and verifiable results.

Drill hole deviation was measured by gyroscopic down hole surveys that were completed on all holes by International Directional Services of Elko, NV. Final drill collar locations are surveyed by differential GPS by Apex Surveying, LLC of Spring Creek, Nevada.

The scientific and technical content and interpretations contained in this news release have been reviewed, verified and approved by Steven R. Koehler, Gold Standard’s Manager of Projects, BSc. Geology and CPG-10216, a Qualified Person as defined by NI 43-101.

ABOUT GOLD STANDARD VENTURES – Gold Standard is an advanced-stage gold exploration company focused on building value in a safe, responsible, sustainable and ethical manner by leveraging its strategic, cornerstone land package in Nevada’s Carlin Trend. Gold Standard intends to advance its South Railroad Project through permitting and a feasibility study towards a potential production decision. Gold Standard intends to augment this goal by advancing exploration that contributes value to the South Railroad Project.

The Pinion deposit has a mineral resource estimate prepared in accordance with NI 43-101 consisting of an Measured and Indicated Mineral Resource of 28.93 million tonnes grading 0.58 g/t Au and 4.22 g/t Ag, totaling 544,000 ounces of gold and 3,929,000 ounces of silver, and an Inferred Mineral Resource of 10.81 million tonnes grading 0.64 g/t Au and 3.80 g/t Ag, totaling 224,000 ounces of gold and 1,322,000 ounces of silver, using a cut-off grade of 0.14 g/t Au and constrained by a $1,500/Au ounce LG Cone.

The Dark Star deposit has a mineral resource estimate prepared in accordance with NI 43-101 consisting of a Measured and Indicated Mineral Resource of 32.72 million tonnes grading 0.88 g/t Au, totaling 921,000 ounces of gold and an Inferred Mineral Resource of 2.48 million tonnes grading 0.70 g/t Au, totaling 56,000 ounces of gold, using a cut-off grade of 0.14 g Au/t and constrained by a $1,500/Au ounce LG Cone.

The North Bullion deposit has a mineral resource estimate prepared in accordance with NI 43-101 consisting of an Indicated Mineral Resource of 2.92 million tonnes grading 0.96 g/t Au, totaling 90,100 ounces of gold and an Inferred Mineral Resource of 10.97 million tonnes grading 2.28 g/t Au, totaling 805,800 ounces of gold, using a cut-off grade of 0.14 g Au/t for near surface oxide and 1.25 to 2.25 g Au/t for near surface sulfide and underground sulfide respectively.

The Jasperoid Wash deposit has a mineral resource estimate prepared in accordance with NI 43-101 consisting of an Inferred Mineral Resource of 10.57 million tonnes grading 0.33 g/t Au, totaling 111,000 ounces of gold, using a cut-off grade of 0.14 g Au/t and constrained by a $1,500/Au ounces LG Cone.

Neither the Toronto Stock Exchange nor its regulation services provider nor the NYSE American LLC accepts responsibility for the adequacy or accuracy of this news release.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This news release contains forward-looking statements, which relate to future events or future performance and reflect management’s current expectations and assumptions. Such forward-looking statements reflect management’s current beliefs and are based on assumptions made by and information currently available to the Company. All statements, other than statements of historical fact, are forward-looking statements or information. Forward-looking statements or information in this news release relate to, among other things: obtaining drill results that will further enhance the Company’s mineral resources; advancing its South Railroad Project through permitting and a feasibility study towards a potential production decision and augmenting this goal by advancing exploration that contributes value to the South Railroad Project; and the success related to any future exploration or development programs.

These forward-looking statements and information reflect the Company’s current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable by the Company, are inherently subject to significant operational, business, economic and regulatory uncertainties and contingencies. These assumptions include: our mineral reserve and resource estimates and the assumptions upon which they are based, including geotechnical and metallurgical characteristics of rock confirming to sampled results and metallurgical performance; tonnage of ore to be mined and processed; ore grades and recoveries; assumptions and discount rates being appropriately applied to the PFS; success of the Company’s projects, including the South Railroad Project; prices for silver and gold remaining as estimated; currency exchange rates remaining as estimated; availability of funds for the Company’s projects; capital, decommissioning and reclamation estimates; mineral reserve and resource estimates and the assumptions upon which they are based; prices for energy inputs, labour, materials, supplies and services (including transportation); no labour- related disruptions; no unplanned delays or interruptions in scheduled construction and production; all necessary permits, licenses and regulatory approvals are received in a timely manner; and the ability to comply with environmental, health and safety laws. The foregoing list of assumptions is not exhaustive.

The Company cautions the reader that forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements or information contained in this news release and the Company has made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation: fluctuations in silver and gold prices; fluctuations in prices for energy inputs, labour, materials, supplies and services (including transportation); fluctuations in currency markets (such as the Canadian dollar versus the U.S. dollar); operational risks and hazards inherent with the business of mining (including environmental accidents and hazards, industrial accidents, equipment breakdown, unusual or unexpected geological or structural formations, cave-ins, flooding and severe weather); inadequate insurance, or inability to obtain insurance, to cover these risks and hazards; our ability to obtain all necessary permits, licenses and regulatory approvals in a timely manner; changes in laws, regulations and government practices in the United States, including environmental, export and import laws and regulations; legal restrictions relating to mining; risks relating to expropriation; increased competition in the mining industry for equipment and qualified personnel; the availability of additional capital; title matters and and the additional risks identified in our filings with Canadian securities regulators on SEDAR in Canada (available at www.sedar.com) and with the SEC on EDGAR (available at www.sec.gov/edgar.shtml). Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated, described or intended. Investors are cautioned against undue reliance on forward-looking statements or information. These forward-looking statements are made as of the date hereof and, except as required under applicable securities legislation, the Company does not assume any obligation to update or revise them to reflect new events or circumstances.

CAUTIONARY NOTE FOR U.S. INVESTORS REGARDING RESERVE AND RESOURCE ESTIMATES

Canadian public disclosure standards, including NI 43-101, differ significantly from the requirements of the SEC set forth in Industry Guide 7 (“Industry Guide 7”), and information concerning mineralization, deposits, mineral reserve and resource information contained or referred to herein may not be comparable to similar information disclosed by U.S. companies in accordance with Industry Guide 7. In particular, and without limiting the generality of the foregoing, this news release uses the terms “measured mineral resources,” ‘‘indicated mineral resources’’ and ‘‘inferred mineral resources’’. U.S. investors are advised that, while such terms are recognized and required by Canadian securities laws, Industry Guide 7 does not recognize them. U.S. investors should also understand that “inferred mineral resources” have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of “inferred mineral resources” exist, are economically or legally mineable or will ever be upgraded to a higher category. Under Canadian securities laws, estimated “inferred mineral resources” may not form the basis of feasibility or pre-feasibility studies except in rare cases. Disclosure of “contained ounces” in a mineral resource is permitted disclosure under Canadian securities laws. However, Industry Guide 7 normally only permits issuers to report mineralization that does not constitute “reserves” by Industry Guide 7 standards as in place tonnage and grade, without reference to unit measures. Accordingly, information concerning mineral deposits set forth herein may not be comparable with information made public by companies that report in accordance with Industry Guide 7.

On behalf of the Board of Directors of Gold Standard,

“Jonathan Awde”

Jonathan Awde, President and Director

FOR FURTHER INFORMATION PLEASE CONTACT:
Jonathan Awde
President
Tel: 604-669-5702
Email: [email protected]
Website: www.goldstandardv.com

San Clemente, CA, Nov. 12, 2020 (GLOBE NEWSWIRE) — via NewMediaWire — Global WholeHealth Partners Corp, offering one of the largest lines of tests for CoViD19 SARS2, is prepared to help in the fight against CoViD19 SARS2. 

Global WholeHealth Partners Corp knowing that the next step in the fight against CoViD19 SARS2 is the Antigen test; Global has already filed with the FDA the PEUA Application # PEUA201789 for the Rapid 10 minute Nasal Antigen Test. Global’s version of the Antigen test does not need a machine to read the Results.

Global WholeHealth Partners recognizes that there is a crucial need for faster testing and faster results when it comes to fighting the COVID. Global WholeHealth Partners knows that the quicker the test results can be reviewed by a Front-Line Healthcare Worker, the quicker we can stop the spread of this disease.

With results in minutes versus hours or days with other diagnostic kits, the more lives that can be saved with the only FDA authorized COVID-19 POC serology Point of Care Test. With the new fingerstick test, healthcare providers can prick a patient’s finger and get results in minutes without having to wait for venous blood. Global WholeHealth Partners will be able to distribute these tests to more urgent cares, hospitals, and – to help curb the spread of CoViD19 SARS2.

Mr. Charles Strongo, the Chairman and CEO of Global WholeHealth Partners Corp., said, “The Company’s goal is to offer the fastest and most reliable in-vitro diagnostic tests on the market, while keeping ahead in R&D, by offering FDA Approved Troponin I Whole Blood, Influenza A & B, and Strep A. The Company also has international testing, which is not sold in the USA, with an FDA Certificate of Exportability (2260-11-2019) for tests like Rapid Ebola, Rapid Dengue Fever Antibody, and Antigen, Rapid Tuberculosis (TB), Rapid Malaria, and many other rapid tests. Global is planning to be able to offer an Antigen Rapid Test soon.”

By so doing, GWHP has led the fight against vector-borne terminal diseases such as Ebola, ZIKA, Dengue, Malaria, Influenza and Tuberculosis, Corona Viruses, and among other vector-borne diseases. Our vision is to lead the industry in infectious disease diagnostics and provide molecular solutions that lessen the time to diagnose medical results and empower healthcare professionals. For more details: https://gwhpcorp.com.

Media Contact:

Name: Charles Strongo,
CEO, Global WholeHealth Partners Corp.
Email: [email protected]

Forward-Looking Statements

This press release contains “forward-looking statements.” Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) market acceptance of our existing and new products, (ii) negative clinical trial results or lengthy product delays in key markets, (iii) an inability to secure regulatory approvals for the sale of our products, (iv) intense competition in the medical device industry from much larger, multinational companies, (v) product liability claims, (vi) product malfunctions, (vii) our limited manufacturing capabilities and reliance on subcontractors for assistance, (viii) insufficient or inadequate reimbursement by governmental and other third party payers for our products, (ix) our efforts to successfully obtain and maintain intellectual property protection covering our products, which may not be successful, (x) legislative or regulatory reform of the healthcare system in both the U.S. and foreign jurisdictions, (xi) our reliance on single suppliers for certain product components, (xii) the fact that we will need to raise additional capital to meet our business requirements in the future and that such capital raising may be costly, dilutive or difficult to obtain and (xiii) the fact that we conduct business in multiple foreign jurisdictions, exposing us to foreign currency exchange rate fluctuations, logistical and communications challenges, burdens and costs of compliance with foreign laws and political and economic instability in each jurisdiction. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov. The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.

VANCOUVER, British Columbia, Nov. 12, 2020 (GLOBE NEWSWIRE) — Extreme Vehicle Battery Technologies Corp. (the “Company” or “EV Battery Tech”) (CSE: ACDC) is pleased to announce that on November 10, 2020 it entered into an agreement with Squamish EcoVille Ltd. dba EcoVille Ltd. (“EcoVille”), to provide energy storage system (ESS) and electric vehicle (EV) charging solutions for their upcoming carbon-neutral, self-sufficient eco-community (the “Agreement”).

Pursuant to the Agreement, EV Battery Tech has been engaged by EcoVille as the exclusive provider of ESS solutions for its Squamish development’s renewable energy generation systems and buildings. EV Battery Tech has also been engaged to supply “Smart” charging stations to be installed in the development and provide services such as real-time monitoring. The Agreement lays out an implementation and roll-out plan for each phase of the EcoVille Squamish project. The project is expected to generate sales of ESS and EV Charging products supplied through the application of the Company’s technology.

About
the
EcoVille
Development

EcoVille develops eco-communities by bringing together innovative technologies that enable communities to achieve self-sufficiency and carbon neutrality. Currently, EcoVille is developing projects in Squamish and Vancouver, British Columbia.

“We are not looking to be just a developer, but a community builder that harmonizes with surrounding nature, and generates a learning environment for individuals to understand our options to reduce our impact on the climate.” commented Geoff Forrester, a Senior Member of EcoVille’s leadership team.

“We are very excited to work with EV Battery Tech. Their technology fits perfectly into our scope to have a clean, sustainable community and their solutions are more cost-effective than our alternatives. We believe this is the beginning of a long and fruitful business relationship” continued Mr. Forrester.

Carbon-Neutral Eco-Community –

Batteries Included

!

Buildings

EcoVille intends to create some of the worlds most eco-friendly buildings by implementing the appropriate technologies. EV Battery Tech will play a large role by providing ESS solutions enabling buildings to source power from renewable sources and deploy energy reliably throughout the day. The ESS solutions will be powered by the Company’s patented Battery Management System (BMS) which has revolutionary features such as real-time monitoring and remote maintenance.

Renewable Energy

Renewable energy is one of the most effective tools we have in the fight against climate change, according to the Natural Resources Defense Council (NRDC). Power generation from wind, solar and other intermittent power sources are only possible with ESS solutions. EV Battery Tech is providing state of the art ESS solutions for EcoVille to ensure it can make use of wind, solar and tidal renewable energy technologies, for its upcoming eco-friendly development.

Smart Charging Stations

No technologically advanced carbon-neutral development would be complete without charging stations set up for electric vehicles. EV Battery Tech will be providing EcoVille with some of the world’s first “Smart” charging stations that can be completely powered by renewable energy, provide real-time data and function independently of power grids.

“The business model for using smart charging stations based on EV Battery Tech’s ESS solutionsis a no brainer. It allows for a win–win solution for everyone involved” stated Mr. Forrester.

Bryson Goodwin, President and CEO of the Company comments:

“Clean communities are the future, and with the impact our technology will have on these communities’ bottom lines, we are expecting significant expansion and sales in North and South America. EcoVille represents a growing demand for ESS solutions, where energy can be stored for consistent energy supply, eliminating many demand concerns that arise from clean communities.”

“
This will be the

flagship project

to

showcase

the Company’s technology and will be leveraged to commercialize further into other communities.”

On behalf of the Company,

Bryson Goodwin, Chief Executive Officer

Phone: 604-325-2223
Email: [email protected]

About EV Battery Technologies

EV Battery Tech is a blockchain and battery technology company with exclusive North and South American distribution rights as well as European and African distribution rights to patented battery management systems (BMS) designed to meet the growing demand for scalable, smart solutions for the electric vehicle (EV) and energy storage solution (ESS) markets.

EV Battery Tech’s technology is based on artificial intelligence (AI) algorithms designed to analyze the short comings of batteries in today’s market. The resulting extraordinary technology allows batteries to have more efficient power management and longer battery life, while offering real-time monitoring and remote maintenance.

The Company’s AI technology will also allow it to use recycled batteries in its ESS manufacturing process, making it one of the greenest battery technology companies in the industry.

Forward Looking Statements

The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to risks and uncertainties. Forward looking statements in this news release include, but are not limited to, statements relating to: EcoVille’s planned development and use of the Company’s technologies therein; the benefits to EcoVille and the Company of their partnership; and completion of the Agreement. Although the Company believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statement will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

Further information about the Company is available under its profile on the SEDAR website (www.sedar.com) and on its website (www.evbattery.tech).

The CSE (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release.

ANN ARBOR, Mich., Nov. 12, 2020 (GLOBE NEWSWIRE) — Zomedica Corp. (NYSE American:ZOM) (“Zomedica” or “Company”) today reported consolidated financial results for the third quarter ended September 30, 2020. Amounts, unless specified otherwise, are expressed in U.S. dollars and presented under accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Summary Third Quarter 2020 Results

Zomedica recorded net loss and comprehensive loss for the three and nine months ended September 30, 2020 of approximately $5.0 million, or $0.01 per share, and approximately $12.7 million, or $0.04 per share, compared to a loss of approximately $2.8 million or $0.03 per share, and approximately $17.0 million, or $0.16 per share, for the three and nine months ended September 30, 2019.

Research and development expense for the three months ended September 30, 2020 was approximately $2.7 million, compared to approximately $1.0 million for the three months ended September 30, 2019, an increase of approximately $1.7 million, or 181%. The increase primarily resulted from a milestone expense of $2.0 million pursuant to our development and supply agreement with Qorvo Biotechnologies, LLC. (“Qorvo”), offset in part by decreases in contracted expenditures, supplies, regulatory fees and consulting fees of approximately $237,000.

Research and development expense for the nine months ended September 30, 2020 was approximately $7.2 million, compared to approximately $9.6 million for the nine months ended September 30, 2019, a decrease of approximately $2.3 million, or 25%. The decrease primarily was due to a reduction in general research and development activity as we continue to focus on TRUFORMA^TM activities and is more specifically related to contracted expenditures, milestone expenses, salaries, bonus and benefits, supplies, and consulting fees as compared to the commensurate period in 2019.

General and administrative expense for the three months ended September 30, 2020 was approximately $1.3 million, compared to approximately $1.4 million for the three months ended September 30, 2019, a decrease of approximately $42,000, or 3%. The decrease resulted primarily from a decrease in travel and accommodation, marketing and investor relations, and other expenses of approximately $316,000, offset in part by increases in regulatory fees, rent expense, which is related to the reclassification of right-of-use asset expense from amortization to rent, salaries, bonus and benefits, insurance and office expense of approximately $274,000.

General and administrative expense for the nine months ended September 30, 2020 was approximately $3.6 million, compared to approximately $5.5 million for the nine months ended September 30, 2019, a decrease of approximately $1.9 million, or 34%. The decrease primarily was due to a reduction in stock compensation expense of approximately $2.1 million compared to the prior period and a reduction in travel and accommodation, marketing and investor relations expenses, salary expense, and supplies of approximately $504,000. These decreases were offset in part by an increase in office expense associated with the expensing of furniture in the office space completed in the first quarter, rent expense which is related to the reclassification of right-of-use asset expense from amortization to rent, regulatory fees, and insurance expense of approximately $681,000.

Professional fees for the three months ended September 30, 2020 were approximately $840,000, compared to approximately $307,000 for the three months ended September 30, 2019, an increase of $0.5 million, or 174%. The increase primarily was due to an increase in legal fees incurred in connection with our 2020 annual and special meeting and our proposed domestication into a Delaware corporation.

Professional fees for the nine months ended September 30, 2020 were approximately $1.4 million, compared to approximately $1.3 million for the nine months ended September 30, 2019, an increase of approximately $116,000, or 9%. The increase primarily was due to the reasons described in the prior paragraph.

Liquidity and Outstanding Share Capital

As of September 30, 2020, Zomedica had cash of approximately $52.0 million, compared to $510,586 as of December 31, 2019. The increase in cash during the nine months ended September 30, 2020 resulted primarily from the financing activities described below, partially offset by cashflows used in operating and investing activities as discussed below.

Net cash used in operating activities for the three months ended September 30, 2020 was approximately $5.7 million, compared to approximately $3.9 million for the three months ended September 30, 2019, an increase of approximately $1.8 million, or 45%. The increase resulted primarily from a higher net loss in the third quarter of 2020 compared to the third quarter of 2019. In addition, other operating uses of cash included approximately $1.1 million of deposits and prepaid expenses for inventory, insurance, and property tax paid, offset in part by an increase in of accounts payable of approximately $100,000.

Net cash used in operating activities for the nine months ended September 30, 2020 was approximately $13.6 million, compared to approximately $13.8 million for the nine months ended September 30, 2019, a decrease of approximately $212,000, or 2%. The decrease resulted primarily from a lower net loss for the nine months ended September 30, 2020 compared to the comparable period of 2019. In addition, other operating uses of cash include a reduction in accounts payable of approximately $799,000, more than offset by non-cash items including stock compensation expense of approximately $2.5 million, and expense recorded for the issuance of stock for services, amortization of right-of-use asset, and depreciation of approximately $1.4 million.

Net cash from financing activities for the three months ended September 30, 2020 was approximately $28.6 million, compared to a use of cash of approximately $1,400 for the three months ended September 30, 2019, an increase of approximately $28.6 million. The increase resulted primarily from the sale of our equity securities during the third quarter of 2020 for total gross proceeds of approximately $30.0 million and proceeds from warrant exercises of approximately $864,000, offset in part by stock issuance costs of approximately $2.2 million.

Net cash from financing activities for the nine months ended September 30, 2020 was approximately $64.0 million, compared to approximately $15.0 million for the nine months ended September 30, 2019, an increase of approximately $49.1 million, or 328%. The increase resulted primarily from the sale of our equity securities during the nine months ended September 30, 2020 for total gross proceeds of approximately $56.5 million, proceeds from warrant exercises of approximately $12.1 million, and approximately $527,000 in loan proceeds from the SBA’s Paycheck Protection Program, offset in part by stock issuance costs of approximately $5.1 million.

Net cash used in investing activities for the three months ended September 30, 2020 was approximately $1,000, compared to approximately $582,000 for the three months ended September 30, 2019, a decrease of approximately $582,000, or 100%. Cash used in the 2020 period related to enhancements to our finance and accounting software used in the buying and selling of inventory, whereas cash used in the 2019 period included the addition of the website.

Net cash from investing activities for the nine months ended September 30, 2020 was approximately $1.0 million, compared to net cash used of approximately $657,000 for the nine months ended September 30, 2019, an increase of approximately $1.7 million, or 253%. The increase in net cash from investing activities during the nine months ended September 30, 2020 related primarily to approximately $1.0 million of cash received in connection with the cancellation and buyout of our office lease compared to the prior period in which approximately $700,000 was used in association with the digital data platform, the construction of marketing assets, and the capitalization of integration costs associated with the implementation of an ERP system.

As of September 30, 2020, and November 11, 2020, Zomedica had an unlimited number of authorized common shares with 564,051,438 common shares issued and outstanding.

For complete financial results, please see Zomedica’s filings on EDGAR and SEDAR or visit the Zomedica website at www.ZOMEDICA.com.

About Zomedica

Based in Ann Arbor, Michigan, Zomedica (NYSE American: ZOM) is a veterinary health company creating products for dogs and cats by focusing on the unmet needs of clinical veterinarians. Zomedica’s product portfolio will include innovative diagnostics and medical devices that emphasize patient health and practice health. It is Zomedica’s mission to provide veterinarians the opportunity to increase productivity and grow revenue while better serving the animals in their care. For more information, visit www.ZOMEDICA.com.

Follow Zomedica

• Email Alerts: http://investors.zomedica.com
• LinkedIn: https://www.linkedin.com/company/zomedica
• Facebook: https://www.facebook.com/zomedica/
• Twitter: https://twitter.com/zomedica

Reader Advisory

Except for statements of historical fact, this news release contains certain “forward-looking information” or “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur and include statements relating to our expectations regarding the public offering. Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors that could cause the results to differ materially from those expressed in the forward-looking information include, but are not limited to: uncertainty as to whether our strategies and business plans will yield the expected benefits; uncertainty as to the timing and results of development work and verification and validation studies, uncertainty as to the likelihood and timing of any required regulatory approvals, availability and cost of capital; the ability to identify and develop and achieve commercial success for new products and technologies; veterinary acceptance of our products; competition from related products; the level of expenditures necessary to maintain and improve the quality of products and services; changes in technology and changes in laws and regulations; our ability to secure and maintain strategic relationships; risks pertaining to permits and licensing, intellectual property infringement risks, risks relating to any required clinical trials and regulatory approvals, risks relating to the safety and efficacy of our products, the use of our products, intellectual property protection, risks related to the COVID-19 pandemic and its impact upon our business operations generally, including our ability to develop and commercialize our products, and the other risk factors disclosed in our filings with the SEC and under our profile on SEDAR at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.

Investor Relations Contacts

PCG Advisory Group
Kirin Smith, COO
[email protected]
+1 646.863.6519
www.pcgadvisory.com 

Preliminary Q3 2020 results and quarterly cash dividend of $0.15 per share

Hamilton, Bermuda, November 12, 2020. SFL Corporation Ltd. (“SFL” or the “Company”) today announced its preliminary financial results for the quarter ended September 30, 2020.

Highlights

• 67^th consecutive quarterly dividend declared, $0.15 per share
• Operating revenue of $116 million, and net income of $16 million in the third quarter
• Received charter hire¹ of approximately $157 million in the quarter from the Company’s vessels and rigs, including $5.7 million of profit share
• Adjusted EBITDA² of $93 million from consolidated subsidiaries, plus an additional $24.4 million adjusted EBITDA² from wholly owned non-consolidated subsidiaries
• Cash and cash equivalents of approximately $206 million, excluding $22 million of cash in wholly owned non-consolidated subsidiaries

Ole B. Hjertaker, CEO of SFL Management AS, said in a comment:

«After the initial disruption in world trade following the COVID-19 outbreak, we are pleased to state that we have not had any material operational impact on our 84 vessels. We also note that several shipping markets are performing better, especially container and car carriers where we have reactivated vessels that were idle for a short period.

In light of the pending restructuring of Seadrill, the Board has decided to adjust the dividend to 15 cents and thereby effectively exclude all cash flow earned from offshore assets for the time being. The Board will continuously monitor the situation and possibly include contribution from the offshore assets again in future dividends when the Seadrill situation is resolved.  

We remain careful and selective in our investment evaluation. With a diversified fleet of assets, our aim is to mitigate volatility by timing our investments in each sector through the market cycles and building significant charter backlog to support future distribution capacity. As a part of this effort, the Company is developing tools and policies today that ensure it will meet or exceed the coming emissions reduction targets for the maritime industry.»

Quarterly Dividend

The Board of Directors has declared a quarterly cash dividend of $0.15 per share. The dividend will be paid on or around December 30, to shareholders on record as of December 14, and the ex-dividend date on the New York Stock Exchange will be December 11, 2020.

November 12, 2020

The Board of Directors
SFL Corporation Ltd.
Hamilton, Bermuda

The full report can be found in the link below and at the Company’s website www.sflcorp.com.

Questions can be directed to SFL Management AS:

Investor and Analyst Contact

Aksel C. Olesen, Chief Financial Officer: +47 23114036

André Reppen, Senior Vice President and Chief Treasurer: +47 23114055

Media Contact

Ole B. Hjertaker, Chief Executive Officer: +47 23114011

About SFL

SFL has a unique track record in the maritime industry and has paid dividends every quarter since its initial listing on the New York Stock Exchange in 2004. The Company’s fleet of more than 80 vessels is split between tankers, bulkers, container vessels and offshore drilling rigs. SFL’s long term distribution capacity is supported by a portfolio of long term charters and significant growth in the asset base over time. More information can be found on the Company’s website www.sflcorp.com.

Forward Looking Statements

This presentation contains forward looking statements. These statements are based upon various assumptions, many of which are based, in turn, upon further assumptions, including SFL management’s examination of historical operating trends, data contained in the Company’s records and other data available from third parties. Although SFL believes that these assumptions were reasonable when made, because assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond its control, SFL cannot give assurance that it will achieve or accomplish these expectations, beliefs or intentions. Important factors that, in the Company’s view, could cause actual results to differ materially from those discussed in the forward looking statements include the strength of world economies, fluctuations in currencies and interest rates, general market conditions including fluctuations in charter hire rates and vessel values, changes in demand in the markets in which the Company operates, changes in demand resulting from changes in the Organization of the Petroleum Exporting Countries’ petroleum production levels and worldwide oil consumption and storage, developments regarding the technologies relating to oil exploration, changes in market demand in countries which import commodities and finished goods and changes in the amount and location of the production of those commodities and finished goods, increased inspection procedures and more restrictive import and export controls, changes in the Company’s operating expenses, including bunker prices, dry-docking and insurance costs, performance of our charterers and other counterparties with whom the Company deals, the impact of any restructuring of the counterparties with whom the Company deals, including any potential restructuring of Seadrill Limited, timely delivery of vessels under construction within the contracted price, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, including any changes to energy and environmental policies and changes attendant to trade conflicts, potential disruption of shipping routes due to accidents or political events, the length and severity of the ongoing coronavirus outbreak and its impact on the demand for commercial seaborne transportation and the condition of the financial markets and other important factors described from time to time in the reports filed by the Company with the United States Securities and Exchange Commission.

1 Charter hire represents the amounts billable in the period by the Company and its 100% owned associates for chartering its vessels. This is mainly the contracted daily rate multiplied by the number of chargeable days plus any additional billable income including profit share. Long term charter hire relates to contracts undertaken for a period greater than one year. Short term charter hire relates to contracts undertaken for a period less than one year, including voyage charters.

2 ‘Adjusted EBITDA’ is a non-GAAP measure. It represents cash receipts from operating activities before net interest and capital payments.

Attachment

• SFL – Third Quarter 2020 Results

ANN ARBOR, Mich., Nov. 12, 2020 (GLOBE NEWSWIRE) — Esperion (NASDAQ: ESPR) today announced the pricing of $250.0 million aggregate principal amount of 4.00% Convertible Senior Subordinated Notes due 2025 (the “notes”) in a private offering (the “offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The size of the offering was increased from the previously announced $200.0 million aggregate principal amount of notes. In connection with the offering, Esperion also granted the initial purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $30.0 million aggregate principal amount of the notes. The sale of the notes is expected to settle on November 16, 2020, subject to customary closing conditions.

The notes will be senior unsecured obligations of Esperion that are subordinated in right of payment to indebtedness, obligations and other liabilities under Esperion’s revenue interest purchase agreement, the revenue interests issued pursuant to such agreement, and any refinancing of the foregoing. The notes will bear interest at a rate of 4.00% per year, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2021. The notes will mature on November 15, 2025, unless earlier converted, redeemed or repurchased. Esperion may not redeem the notes prior to November 20, 2023. Esperion may redeem for cash all or any portion of the notes, at its option, on or after November 20, 2023, if the last reported sale price of Esperion’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the last trading day immediately preceding the date on which Esperion provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which Esperion provides notice of redemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

The notes will be convertible at an initial conversion rate of 30.2151 shares of Esperion’s common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $33.10 per share, which represents a conversion premium of approximately 20.0% to the last reported sale price of Esperion’s common stock on The Nasdaq Global Market of $27.58 per share on November 11, 2020

Prior to the close of business on the business day immediately preceding August 15, 2025, the notes will be convertible at the option of the noteholders only upon the satisfaction of specified conditions and during certain periods. On or after August 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, the notes will be convertible at the option of the noteholders at any time regardless of these conditions. The notes will be convertible under certain circumstances into cash, shares of Esperion’s common stock, or a combination thereof, at Esperion’s election.

In connection with the pricing of the notes, Esperion entered into privately negotiated capped call transactions with one of the initial purchasers of the notes or its affiliate and certain other financial institutions (the “option counterparties”). The capped call transactions are expected generally to reduce potential dilution to Esperion’s common stock upon conversion of any notes and/or offset any potential cash payments Esperion is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions will initially be $55.1600 per share, which represents a premium of 100.0% over the last reported sale price of Esperion’s common stock on November 11, 2020, and is subject to certain adjustments under the terms of the capped call transactions. If the initial purchasers of the notes exercise their option to purchase additional notes, Esperion expects to enter into additional capped call transactions with the option counterparties.

In connection with establishing their initial hedges of the capped call transactions, Esperion expects that the option counterparties or their respective affiliates will purchase shares of Esperion’s common stock and/or enter into various derivative transactions with respect to Esperion’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Esperion’s common stock or the notes at that time.

In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Esperion’s common stock and/or purchasing or selling Esperion’s common stock or other securities of Esperion in secondary market transactions from time to time prior to the maturity of the notes (and are likely to do so on each exercise date for the capped call transactions, which are expected to occur on each trading day during the 40 trading day period beginning on the 41st scheduled trading day prior to the maturity date of the notes, or following any termination of any portion of the capped call transactions in connection with any repurchase, redemption or early conversion of the notes). This activity could also cause a decrease or avoid an increase in the market price of Esperion’s common stock or the notes, which could affect the ability of noteholders to convert the notes and, to the extent the activity occurs following conversion or during any observation period related to a conversion of notes, it could affect the amount and value of the consideration that noteholders will receive upon conversion of such notes.

In connection with the pricing of the notes, Esperion also entered into a prepaid forward stock purchase transaction (the “prepaid forward”) with one of the initial purchasers of the notes or its affiliate (the “forward counterparty”), pursuant to which Esperion will purchase $55.0 million of its common stock (based on the last reported sale price of Esperion’s common stock on the pricing date), for settlement on the date that is the maturity date of the notes, subject to any early settlement, in whole or in part, of the prepaid forward. The prepaid forward is intended to facilitate privately negotiated transactions by which investors in the notes will be able to hedge their investment.

In connection with establishing its initial hedge of the prepaid forward, Esperion expects that the forward counterparty or its affiliate will enter into one or more derivative transactions with respect to Esperion’s common stock with purchasers of the notes concurrently with or after the pricing of the notes. The prepaid forward is intended to allow investors to establish short positions that generally correspond to (but may be greater than) commercially reasonable initial hedges of their investment in the notes. In the event of such greater initial hedges, investors may offset such greater portion by purchasing Esperion’s common stock on the day of pricing of the notes. Facilitating investors’ hedge positions by entering into the prepaid forward, particularly if investors purchase Esperion’s common stock on the pricing date, could increase (or reduce the size of any decrease in) the market price of Esperion’s common stock and effectively raise the initial conversion price of the notes.

In addition, the forward counterparty or its affiliate may modify its hedge position by entering into or unwinding one or more derivative transactions with respect to Esperion’s common stock and/or purchasing or selling the common stock or other securities of Esperion in secondary market transactions at any time following the pricing of the notes and prior to the maturity of the notes. These activities could also cause or avoid an increase or a decrease in the market price of Esperion’s common stock or the notes.

Esperion estimates that the net proceeds from the offering will be approximately $241.8 million (or approximately $270.9 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discount and estimated offering expenses payable by Esperion. Esperion intends to use approximately $41.1 million of the net proceeds from the offering to pay the cost of the capped call transactions, $55.0 million to finance the prepaid forward and the remainder of the net proceeds from the offering for general corporate purposes, including potential in-licensing opportunities. If the option granted to the initial purchasers to purchase additional notes is exercised, Esperion expects to use a portion of the net proceeds from the sale of additional notes to enter into additional capped call transactions. Esperion expects to use the remaining net proceeds for general corporate purposes as described above.

The notes were and will only be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act. Neither the notes nor the shares of Esperion’s common stock potentially issuable upon conversion of the notes, if any, have been, or will be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

Esperion Therapeutics

Through scientific and clinical excellence, and a deep understanding of cholesterol biology, the experienced Lipid Management Team at Esperion is committed to developing new LDL-C lowering medicines that will make a substantial impact on reducing global cardiovascular disease, the leading cause of death around the world.

Forward-Looking Statements

This press release contains “forward-looking” statements that are made pursuant to the safe harbor provisions of the federal securities laws, including statements regarding whether Esperion will issue the notes, the timing and closing of the offering, the anticipated use of the net proceeds from the offering, Esperion’s expectations regarding the effect of the capped call transactions and prepaid forward and regarding actions of the option counterparties, the forward counterparty and/or their respective affiliates. Any express or implied statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ significantly from those projected, including, without limitation, the risk that Esperion will not be able to consummate the offering because of market conditions or otherwise, the risk that the actual use of net proceeds from the offering, if consummated, will differ from the intended use of net proceeds because of market conditions or otherwise and risks detailed in Esperion’s filings with the Securities and Exchange Commission. Any forward-looking statements contained in this press release speak only as of the date hereof, and Esperion disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this press release, other than to the extent required by law.

Contact:
Kaitlyn Brosco
Esperion
[email protected]