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Mount Logan Capital Inc. Announces Acquisition of $662 million CLO Platform and U.S. Investment Advisor Registration of Subsidiary

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION IN THE UNITED STATES

All figures in
United States
dollars unless otherwise noted.

TORONTO, Nov. 12, 2020 (GLOBE NEWSWIRE) — Mount Logan Capital Inc. (NEO: MLC) (“Mount Logan” or the “Company”) is pleased to announce that Mount Logan Management, LLC (“ML Management”), a wholly-owned subsidiary of the Company, pursuant to an asset purchase agreement entered into on August 21, 2020 (the “CLO Agreement”), has completed its acquisition from Garrison Investment Management LLC (“GIM”) and other sellers (collectively with GIM, “Sellers”) of the rights of GIM under certain investment management agreements, the general partnership interests of an affiliate of GIM under certain partnership agreements, the rights of certain Sellers under certain collateral management agreements relating to Garrison Funding 2018-1 LP (“2018 CLO”) and Garrison MML CLO 2019-1 LP (“2019 CLO” and together with the 2018 CLO, the “CLOs”) and the rights of certain Sellers under certain side letter agreements, for a purchase price of $3.0 million (the “Garrison Transaction”). A CLO, or collateralized loan obligation, is a portfolio of senior secured loans that is securitized into debt and equity-like tranches. As of June 30, 2020, the 2018 CLO and 2019 CLO had approximately $330 million and $332 million of assets under management (unaudited), respectively.

Ted Goldthorpe, CEO and Chairman of Mount Logan, noted, “The registration of ML Management with the United States Securities and Exchange Commission opens many doors for potential asset management activities for new U.S. clients, the first of which being the management of Garrison’s CLO platform. Collateralized loan obligations are becoming a larger part of global debt markets each year and represent a significant market opportunity for Mount Logan. As part of this transaction, Mount Logan has gained nearly $700 million of assets under management, which is another step towards accelerating the transition of the Company to an asset-light business model.”

On November 6, 2020, ML Management’s registration as an investment adviser was granted by the United States Securities and Exchange Commission (“SEC”) under section 203(c) of the Investment Advisers Act of 1940, as amended. ML Management is now registered to act in an investment advisory role for U.S. clients. In respect of the CLO Agreement, ML Management became the investment manager of the CLOs and is entitled to receive an annual management fee of 0.50%-0.60% of aggregate gross assets, paid quarterly, and subject to reductions based on caps, transaction fees, and fee-sharing arrangements.

About Mount Logan Capital Inc.

Mount Logan Capital Inc. is an alternative asset management company that is focused on public and private debt securities in the North American market. The Company seeks to source and actively manage loans and other debt-like securities with credit-oriented characteristics. The Company actively sources, evaluates, underwrites, monitors and primarily invests in loans, debt securities, and other credit-oriented instruments that present attractive risk-adjusted returns and present low risk of principal impairment through the credit cycle.

Cautionary Notes

This press release contains forward-looking statements and information within the meaning of applicable securities legislation (collectively referred to herein as “

forward-looking statements

”). Forward-looking statements can be identified by the expressions “seeks”, “expects”, “believes”, “estimates”, “will”, “target” and similar expressions. The forward-looking statements are not historical
facts, but
reflect the current expectations of management of the Company regarding future results or events and are based on information currently available to them. Certain material factors and assumptions were applied in providing these forward-looking statements. The forward-looking statements discussed in this
press release may include, but are not limited to,
statements relating to the potential benefits of registration of ML Management with the SEC; statements regarding the growth of the collateralized loan obligation industry and the Company’s ability capitalize on the market opportunity
presented thereby; statements relating to the Company’s transition to an asset-light business model
; and statements relating to the business and future activities of the Company. All forward-looking statements in this press release are qualified by these cautionary statements. The Company believes that the expectations reflected in forward-looking statements are reasonable based on upon the information available at the time such information was given; however, the Company can give no assurance that the actual results or developments will be realized by certain specified dates or at all. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including that
the collateralized loan obligation industry may not grow and develop as expected by the Company, the Company may not be able to capitalize on any growth within the collateralized loan obligation industry, the Company has a limited operating history with respect to an asset-light business model
as well as
the matters discussed under “Risk Factors” in the most recently filed annual information form and management’s discussion and analysis for the Company. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. The Company undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances except as required by securities laws. The forward-looking statements in this press release are made as of the date of this press release.

This
press release
is not, and under no circumstances is it to be construed as, a prospectus or an advertisement, and the communication of this
press release
is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase securities of the Company
.
This
press release
is not intended for U
.
S
.
persons
.
The Company’s shares are not and will not be registered under the U
.
S
.
Securities Act of 1933 and the Company is not and will not be registered under the U
.
S
.
Investment Company Act of 1940 (the
“
1940 Act”)
.
U
.
S
.
persons are not permitted to purchase the Company’s shares absent an applicable exemption from registration under each of these Acts. In addition, the number of investors in the United States, or which are U.S.
p
ersons or purchasing for the account or benefit of U.S.
p
ersons, will be limited to such number as is required to comply with an available exemption from the registration requirements of the 1940 Act.

For additional information, please contact:

Ted Gilpin, Chief Financial Officer
[email protected]

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Keros Therapeutics Announces Pricing of Public Offering of Common Stock

LEXINGTON, Mass., Nov. 12, 2020 (GLOBE NEWSWIRE) — Keros Therapeutics, Inc. (“Keros”) (Nasdaq: KROS), a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of novel treatments for patients suffering from hematological and musculoskeletal disorders with high unmet medical need, today announced the pricing of its public offering of 2,600,000 shares of common stock at a price to the public of $50.00 per share. The gross proceeds to Keros from the offering, before deducting underwriting discounts and commissions and offering expenses, are expected to be $130.0 million. All securities in the offering are being offered by Keros. In addition, Keros has granted the underwriters a 30-day option to purchase up to an additional 390,000 shares of common stock at the public offering price, less the underwriting discounts and commissions. The offering is expected to close on November 17, 2020, subject to satisfaction of customary closing conditions.

Jefferies LLC, SVB Leerink LLC and Piper Sandler & Co. are acting as joint book-running managers for the offering. H.C. Wainwright & Co., LLC is acting as co-manager for the offering.

Registration statements relating to these securities have been filed with the Securities and Exchange Commission (“SEC”) and became effective on November 12, 2020. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any offer or sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

The offering is being made only by means of a prospectus. Copies of the final prospectus relating to the offering, when available, may be obtained from: Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone at (877) 821-7388, or by e-mail at [email protected]; SVB Leerink LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA 02110, or by telephone at 1-800-808-7525, ext. 6132, or by email at [email protected]; and Piper Sandler & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, or by telephone at 800-747-3924, or by e-mail at [email protected].

About
Keros
Therapeutics, Inc.

Keros is a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of novel treatments for patients suffering from hematologic and musculoskeletal disorders with high unmet medical need. Keros is a leader in understanding the role of the transforming growth factor-Beta, or TGF-ß, family of proteins, which are master regulators of red blood cell and platelet production as well as of the growth, repair and maintenance of muscle and bone. Keros’ lead protein therapeutic product candidate, KER-050, is being developed for the treatment of low blood cell counts, or cytopenias, including anemia and thrombocytopenia, in patients with myelodysplastic syndromes and in patients with myelofibrosis. Keros’ lead small molecule product candidate, KER-047, is being developed for the treatment of anemia resulting from iron imbalance, as well as for the treatment of fibrodysplasia ossificans progressiva. Keros’ third product candidate, KER-012, is being developed for the treatment of disorders associated with bone loss, such as osteoporosis and osteogenesis imperfecta, and for the treatment of pulmonary arterial hypertension.

Cautionary Note Regarding Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “potential,” “projects,” “would” and “future” or similar expressions are intended to identify forward-looking statements. Examples of these forward-looking statements include statements concerning: the completion, timing and size of the proposed offering. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among others: Keros’ limited operating history and historical losses; Keros’ ability to raise additional funding to complete the development and any commercialization of its product candidates; Keros’ dependence on the success of its lead product candidates, KER-050 and KER-047; that Keros may be delayed in initiating, enrolling or completing any clinical trials; competition from third parties that are developing products for similar uses; Keros’ ability to obtain, maintain and protect its intellectual property; Keros’ dependence on third parties in connection with manufacturing, clinical trials and preclinical studies; and risks relating to the impact on Keros’ business of the COVID-19 pandemic or similar public health crises.

These and other risks are described more fully in Keros’ filings with the Securities and Exchange Commission (“SEC”), including the “Risk Factors” section of Keros’ Quarterly Report on Form 10-Q, filed with the SEC on November 10, 2020, and its other documents subsequently filed with or furnished to the SEC. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except to the extent required by law, Keros undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

Investor Contact:

Julia Balanova
[email protected]
646-378-2936

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Five Prime Announces Pricing of Upsized Public Offering of Common Stock

Five Prime Announces Pricing of Upsized Public Offering of Common Stock

SOUTH SAN FRANCISCO, Calif.–(BUSINESS WIRE)–
Five Prime Therapeutics, Inc. (Nasdaq: FPRX), announced today the pricing of an underwritten public offering of 7,200,000 shares of its common stock at a price to the public of $21.00 per share. The size of the offering was upsized from 5,000,000 shares to 7,200,000 shares. Five Prime estimates that the net proceeds from the sale of the shares will be approximately $141.9 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by Five Prime. In addition, Five Prime has granted the underwriters in the offering a 30-day option to purchase up to 1,080,000 additional shares of common stock at the public offering price. The offering is expected to close on November 17, 2020, subject to customary closing conditions.

Five Prime plans to use the net proceeds of the offering, together with other available funds, to fund ongoing clinical development of bemarituzumab and FPT155, to advance FPA157 through preclinical and into clinical development, to advance its late-stage research programs and for working capital and general corporate purposes.

Cowen and SVB Leerink are acting as joint book-running managers for the offering. Wedbush PacGrow is acting as co-manager for the offering.

The shares of common stock are being offered pursuant to a “shelf” registration statement previously filed with and declared effective by the Securities and Exchange Commission (SEC). Five Prime has filed a preliminary prospectus supplement and the accompanying prospectus related to the offering with the SEC, which are available on the SEC’s website, located at www.sec.gov. Copies of the final prospectus supplement relating to this offering, when available, and the accompanying prospectus may be obtained from: Cowen and Company, LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Attention: Prospectus Department, by telephone at (833) 297-2926 or by email at [email protected], or SVB Leerink LLC, Attention: Syndicate Department, One Federal Street, 37th Floor, Boston, MA 02110, by telephone at (800) 808-7525, ext. 6132 or by e-mail at [email protected].

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

Cautionary Note on Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. Forward-looking statements contained in this press release include statements relating to Five Prime’s expectations regarding the completion of the proposed public offering, the net proceeds of the offering and Five Prime’s planned use of the proceeds from the proposed public offering. These forward-looking statements are based on Five Prime’s expectations and assumptions as of the date of this press release. Actual results may differ materially from these forward-looking statements. Each of these forward-looking statements involves risks and uncertainties. These risks and uncertainties include, without limitation, risks and uncertainties related to market conditions and satisfaction of customary closing conditions related to the proposed public offering. There can be no assurance that Five Prime will be able to complete the offering on the anticipated terms, or at all. Other factors that may cause actual results to differ from those expressed or implied in the forward-looking statements in this press release are discussed in Five Prime’s filings with the U.S. Securities and Exchange Commission, including under the heading “Risk Factors” contained therein, as well as the risks identified in the registration statement and the preliminary prospectus supplement relating to the offering. Except as required by law, Five Prime assumes no obligation to update any forward-looking statements contained herein to reflect any change in expectations, even as new information becomes available.

Martin Forrest

VP, Investor Relations & Corporate Communications

Five Prime Therapeutics, Inc.

415-365-5625

[email protected]

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Biotechnology Pharmaceutical Health Oncology

MEDIA:

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MediciNova Announces Presentation of Positive Findings on MN-001 (tipelukast) in Acute Liver Injury Model at The Liver Meeting Digital Experience™ 2020

LA JOLLA, Calif., Nov. 12, 2020 (GLOBE NEWSWIRE) — MediciNova, Inc., a biopharmaceutical company traded on the NASDAQ Global Market (NASDAQ:MNOV) and the JASDAQ Market of the Tokyo Stock Exchange (Code Number: 4875), today announced that Principal Investigators Leila Gobejishvili, PhD and Craig McClain, MD at the University of Louisville School of Medicine presented positive results of the in-vitro and in-vivo studies that evaluated MN-001 (tipelukast, referred to as D46 in the presentation) for its anti-liver fibrotic effect in human hepatic stellate cells (HSCs) and in an acute liver injury model at the Liver Meeting Digital Experience™ 2020 (TLMdX™), the annual meeting of the American Association for the Study of Liver Diseases (AASLD).

The study was a collaborative effort between MediciNova, Inc., and Drs. Craig McClain and Leila Gobejishvili, University of Louisville Alcohol Research Center and Hepatobiology and Toxicology Centers of Biomedical Research Excellence (COBRE) at the University of Louisville in Louisville, Kentucky.

This study, funded by the National Institute of General Medical Sciences (NIGMS), one of the U.S. National Institutes of Health (NIH), sought to examine the pathogenic role of phosphodiesterase 4 (PDE4) in hepatic stellate cell (HSC) activation and TGFβ1 (transforming growth factor beta 1) signaling. Specifically, the studies evaluated the effect of PDE4 inhibitors on attenuating fibrotic processes with an emphasis on HSC activation.

The highlights of the presentation entitled “Modulation of TGFβ1 signaling by interaction of cAMP effectors and TGFβ1 type I receptor in hepatic stellate cells” are as follows:

MN-001 (D46) significantly attenuated

  • TGFβ1 induced HSC activation
  • TGFβ1 mediated increase in HSC motility and contractility by reducing myosin light chain (MLC) phosphorylation and Endothelin-1
  • Fibrogenic signaling in a mouse acute carbon tetrachloride (CCl4) induced liver injury model, specifically,
    • MN-001 (D46) decreased CCl4-induced HSC activation demonstrated by reduced SMAD3 and alpha smooth muscle actin (αSMA) levels
    • MN-001 (D46) decreased CCl4-induced liver αSMA, collagen 1a1 and lysyl oxidase 2 mRNA levels

Promoting cAMP signaling by using PDE4 inhibitors could be beneficial in attenuating the development of liver fibrosis.

Yuichi Iwaki, MD, PhD, President and Chief Executive Officer of MediciNova, Inc. commented, “We are very pleased with the positive findings in an acute liver injury model study conducted by Dr. Gobejishvili and Dr. McClain. This is additional scientific evidence to support MN-001’s anti-fibrotic effects in the liver. We look forward to advancing to the next step to further investigate the potential of MN-001 in liver fibrosis.”

Dr. McClain, Professor of Medicine, Pharmacology and Toxicology, Chief of Research Affairs, Division of Gastroenterology, Hepatology and Nutrition, Director Clinical Trials Unit / Liver Research Program commented, “We are very excited to report positive data from our in-vitro and acute liver injury model study with MN-001 (D46). The attenuation of TGFβ1 signaling for HSC activation and the anti-fibrogenic effect in an acute liver injury model by MN-001 was very promising. We are looking forward to further collaboration with MediciNova.”

About MN-001

MN-001 (tipelukast) is a novel, orally bioavailable, small molecule compound thought to exert its effects through several mechanisms to produce its anti-inflammatory and anti-fibrotic activity in preclinical models, including leukotriene (LT) receptor antagonism, inhibition of phosphodiesterases (PDE) (mainly 3 and 4), and inhibition of 5-lipoxygenase (5-LO). The 5-LO/LT pathway has been postulated as a pathogenic factor in fibrosis development, and MN-001’s inhibitory effect on 5-LO and the 5-LO/LT pathway is considered to be a novel approach to treat fibrosis. MN-001 has been shown to down-regulate expression of genes that promote fibrosis including LOXL2, Collagen Type 1 and TIMP-1. MN-001 has also been shown to down-regulate expression of genes that promote inflammation including CCR2 and MCP-1. In addition, histopathological data shows that MN-001 reduces fibrosis in multiple animal models.

About MediciNova

MediciNova, Inc. is a publicly traded biopharmaceutical company founded upon developing novel, small-molecule therapeutics for the treatment of diseases with unmet medical needs with a primary commercial focus on the U.S. market. MediciNova’s current strategy is to focus on BC-PIV SARS-COV-2 vaccine for COVID-19, MN-166 (ibudilast) for neurological disorders such as progressive multiple sclerosis (MS), amyotrophic lateral sclerosis (ALS), degenerative cervical myelopathy (DCM), substance dependence (e.g., alcohol use disorder, methamphetamine dependence, opioid dependence) and glioblastoma (GBM), as well as prevention of acute respiratory distress syndrome (ARDS) caused by COVID-19, and MN-001 (tipelukast) for fibrotic diseases such as nonalcoholic steatohepatitis (NASH) and idiopathic pulmonary fibrosis (IPF). MediciNova’s pipeline also includes MN-221 (bedoradrine) and MN-029 (denibulin). For more information on MediciNova, Inc., please visit www.medicinova.com.

Statements in this press release that are not historical in nature constitute forward-looking statements within the meaning of the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the future development and efficacy of
BC-PIV SARS-COV-2 vaccine
,
MN-166, MN-001, MN-221, and MN-029. These forward-looking statements may be preceded by, followed by or otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “can,” “could,” “may,” “will,” “would,” “considering,” “planning” or similar expressions. These forward-looking statements involve a number of risks and uncertainties that may cause actual results or events to differ materially from those expressed or implied by such forward-looking statements. Factors that may cause actual results or events to differ materially from those expressed or implied by these forward-looking statements include, but are not limited to, risks of obtaining future partner or grant funding for development of
BC-PIV SARS-COV-2 vaccine
,
MN-166, MN-001, MN-221, and MN-029 and risks of raising sufficient capital when needed to fund MediciNova’s operations and contribution to clinical development, risks and uncertainties inherent in
clinical trials, including the potential cost, expected timing and risks associated with clinical trials designed to meet FDA guidance and the viability of further development considering these factors, product development and commercialization risks, the uncertainty of whether the results of clinical trials will be predictive of results in later stages of product development, the risk of delays or failure to obtain or maintain regulatory approval, risks associated with the reliance on third parties to sponsor and fund clinical trials, risks regarding intellectual property rights in product candidates and the ability to defend and enforce such intellectual property rights, the risk of failure of the third parties upon whom MediciNova relies to conduct its clinical trials and manufacture its product candidates to perform as expected, the risk of increased cost and delays due to delays in the commencement, enrollment, completion or analysis of clinical trials or significant issues regarding the adequacy of clinical trial designs or the execution of clinical trials, and the timing of expected filings with the regulatory authorities, MediciNova’s collaborations with third parties, the availability of funds to complete product development plans and MediciNova’s ability to obtain third party funding for programs and raise sufficient capital when needed, and the other risks and uncertainties described in MediciNova’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended December 31, 201
9
and its subsequent periodic reports on Form 10-Q and current reports on Form 8-K. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date hereof. MediciNova disclaims any intent or obligation to revise or update these forward-looking statements.

INVESTOR CONTACT:
Geoff O’Brien
Vice President
MediciNova, Inc.
[email protected]

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dMY Technology Group, Inc. III Announces Pricing of $275 Million Upsized Initial Public Offering

dMY Technology Group, Inc. III Announces Pricing of $275 Million Upsized Initial Public Offering

LAS VEGAS–(BUSINESS WIRE)–
dMY Technology Group, Inc. III (the “Company”) announced today the pricing of its initial public offering of 27,500,000 units at a price of $10.00 per unit. The units will be listed on The New York Stock Exchange (the “NYSE”) and trade under the ticker symbol “DMYI.U” beginning on November 13, 2020. Each unit consists of one share of Class A common stock and one-fourth of one redeemable warrant, with each whole warrant exercisable to purchase one share of Class A common stock at a price of $11.50 per share. After the securities comprising the units begin separate trading, the shares of Class A common stock and warrants are expected to be listed on the NYSE under the symbols “DMYI” and “DMYI WS,” respectively. The offering is expected to close on November 17, 2020.

dMY Technology Group III is a blank check company whose business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any industry or geographic region, the Company intends to focus its search for an initial business combination on companies within the broader consumer technology ecosystem that are either consumer-facing or support the infrastructure of consumer applications (“apps”) with enterprise valuations in an approximate valuation range of $1.0 billion to $3.0 billion, though the Company’s search may span consumer software segments worldwide and may pursue a target outside its expected range. The Company intends to specifically focus on companies that have created, or enabled the creation of, compelling mobile app experiences with significant growth in segments such as gaming, entertainment, work productivity, e-commerce, dating, financial technology, and health and wellness. Companies developing disruptive and key enablement technologies for consumer-facing apps in these segments, such as artificial intelligence (“AI”), machine learning (“ML”), cloud infrastructures and quantum computing are also within the scope of this search.

Goldman Sachs & Co., LLC is acting as the sole bookrunner for the offering and Needham & Company and Academy Securities, Inc. are acting as co-managers of the offering. The Company has granted the underwriters a 45-day option to purchase up to an additional 4,125,000 units at the initial public offering price to cover over-allotments, if any.

A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 12, 2020. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering is being made only by means of a prospectus. When available, copies of the prospectus relating to this offering may be obtained from Goldman Sachs & Co., LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, telephone: +1 866 471 2526, facsimile: +1 212 902 9316, or email: [email protected].

Forward Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the initial public offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Investor Contact:

Harry You

dMY Technology Group, Inc. III

[email protected]

(702) 781-4313

Media Relations:

ICR

[email protected]

KEYWORDS: United States North America Nevada

INDUSTRY KEYWORDS: Technology Professional Services Other Technology Finance

MEDIA:

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INVO Bioscience Announces Pricing of Follow-on Public Offering and Listing on the NASDAQ Capital Market

PR Newswire

SARASOTA, Fla., Nov. 12, 2020 /PRNewswire/ — INVO Bioscience, Inc. (OTCQB: INVOD) (Nasdaq: INVO) developers of INVOcell®, the world’s only in vivo Intravaginal Culture System, today announced the pricing of an underwritten public offering of 3,625,000 shares of its common stock at a public offering price of $3.20 per share. The gross proceeds to INVO Bioscience from this offering are expected to be approximately $11.6 million, before deducting underwriting discounts and commissions and other estimated offering expenses. INVO Bioscience has granted the underwriters a 45-day option to purchase up to an additional 543,750 shares of common stock to cover over-allotments, if any. The offering is expected to close on November 17, 2020, subject to customary closing conditions.  Shares of our common stock will begin trading on November 13, 2020 under the symbol “INVO” on the Nasdaq Capital Market.

Roth Capital Partners acted as the sole book-running manager, with Colliers Securities LLC and Paulson Investment Company, LLC acting as co-managers for the offering.

A registration statement relating to the securities being sold in this offering was filed with the Securities and Exchange Commission (SEC) was declared effective on November 12, 2020. 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 registration or qualification under the securities laws of any such state or jurisdiction. Copies of the final prospectus will be filed with the SEC and, when available, electronic copies of the final prospectus may be obtained by contacting Roth Capital Partners, LLC, 888 San Clemente, Newport Beach, CA 92660, Attention: Prospectus Department, by at (800) 678-9147, or by accessing the SEC’s website, www.sec.gov.

About INVO Bioscience

INVO Bioscience, Inc. (Nasdaq: INVO) (“INVO”) is an innovative medical device company developing solutions for the global infertility industry. INVO’s goal is to increase access to care and expand fertility treatment across the globe while seeking to lower the cost and increase the availability of care. INVO’s lead commercial product, the INVOcell, is a patented Assisted Reproductive Technology (ART) used in the treatment of infertility. The INVOcell device and procedure is unique as the first Intravaginal Culture (IVC) system in the world used for the natural in vivo incubation of eggs and sperm during fertilization and early embryo development. As an alternative to traditional in Vitro Fertilization (IVF), the revolutionary in vivo method of vaginal incubation offers patients a more natural and intimate experience. INVO Bioscience is headquartered in Sarasota, FL. For more information, please visit http://invobioscience.com/

Safe Harbor Statement

This release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company invokes the protections of the Private Securities Litigation Reform Act of 1995. All statements regarding our expected future financial position, results of operations, cash flows, financing plans, business strategies, products and services, competitive positions, growth opportunities, plans and objectives of management for future operations, as well as statements that include words such as “anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “could,” “should,” “will,” and other similar expressions are forward-looking statements. All forward-looking statements involve risks, uncertainties and contingencies, many of which are beyond our control, which may cause actual results, performance, or achievements to differ materially from anticipated results, performance, or achievements. Factors that may cause actual results to differ materially from those in the forward-looking statements include those set forth in our filings at www.sec.gov. We are under no obligation to (and expressly disclaim any such obligation to) update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/invo-bioscience-announces-pricing-of-follow-on-public-offering-and-listing-on-the-nasdaq-capital-market-301172506.html

SOURCE INVO Bioscience, Inc.

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SHAREHOLDER ALERT: WeissLaw LLP Investigates Akers Biosciences, Inc.

PR Newswire

NEW YORK, Nov. 12, 2020 /PRNewswire/ — WeissLaw LLP is investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Akers Biosciences, Inc. (“Akers” or the “Company”) (NASDAQ: AKER) in connection with the Company’s proposed merger with privately-held MyMD Pharmaceuticals, Inc. (“MyMD”).  Under the terms of the merger agreement, Akers and MyMD will combine resulting in current MyMD stockholders owning 80% of the newly-combined post-close company, leaving Akers stockholders with a mere 20% of the new entity.  Additionally, the merger agreement also provides for cash and stock payments to MyMD stockholders under certain circumstances.  The combined company will continue to trade on the NASDAQ under the new ticker symbol “MYMD.” 


If you own Akers shares and wish to discuss this investigation or have any questions concerning this notice or your rights or interests, visit our website:


http://www.weisslawllp.com/aker/


Or please contact:



Joshua Rubin, Esq.

WeissLaw LLP
1500 Broadway, 16th Floor
New York, NY  10036
(212) 682-3025
(888) 593-4771
[email protected]

WeissLaw is investigating (i) whether Akers’ board acted in the best interest of Akers’ public stockholders in agreeing to the proposed transaction, (ii) whether the board was fully informed as to the value of privately-held MyMD, (iii) whether the deal’s equity split is fair to Akers’ stockholders, and (iv) whether all information regarding the sales process undertaken by the board and financial analyses supporting the transaction will be fully and fairly disclosed to Akers’ public stockholders. 

WeissLaw LLP has litigated hundreds of stockholder class and derivative actions for violations of corporate and fiduciary duties.  We have recovered over a billion dollars for defrauded clients and obtained important corporate governance relief in many of these cases.  If you have information or would like legal advice concerning possible corporate wrongdoing (including insider trading, waste of corporate assets, accounting fraud, or materially misleading information), consumer fraud (including false advertising, defective products, or other deceptive business practices), or anti-trust violations, please email us at [email protected]

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SOURCE WeissLaw LLP

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Willow Biosciences Reports Third Quarter 2020 Results and Operational Update

PR Newswire

CALGARY, AB, Nov. 12, 2020 /PRNewswire/ – Willow Biosciences Inc. (“Willow” or the “Company“) (TSX: WLLW) (OTCQX: CANSF) has released its financial and operating results for the three and nine months ended September 30, 2020, reporting significant advancement in its operations and strong liquidity.

“The third quarter represented another significant move forward for us, as we completed our first pilot campaign as part of our final development stage before we begin commercial production, which is anticipated to commence around the middle of 2021. From the pilot, and with our well-advanced downstream process, we were able to produce appreciable quantities of CBG as sample material at greater than 99% purity with no detectable THC. We saw significant demand globally for our sample CBG from a variety of cosmetic, food and beverage, and nutraceutical companies looking to qualify our product for commercial purchase in 2021. Building on these results, we plan to run at least one more pilot in the fourth quarter of 2020 to both further optimize our process for commercial production as well as meet the demand for sample material of CBG from potential customers. We are well positioned, both financially and technically, to start producing at scale in 2021 and transition from a research-based enterprise to a company with revenue generating operations.”

Highlights for the Quarter

  • Willow continued to operate safely and effectively during the during the quarter, as it has since the beginning of the on-going COVID-19 pandemic. The Company’s highest priority remains the health and safety of its employees, partners and the communities where it operates. Throughout the quarter Willow continued to maintain measures that have been put in place to protect the well-being of these stakeholders and is proud of the dedication of its workforce to maintain safe operations and business continuity during the on-going pandemic.
  • As a result of reaching development milestones ahead of schedule and in collaboration with its development partner, Albany Molecular Research, Inc. (“AMRI“), Willow successfully completed its 500 litre pilot program in Q3 2020, making it the first company to produce material amounts of cannabinoids biosynthetically.
  • Willow successfully developed a scalable process for producing cannabigerol (“CBG“) with greater than 99% purity and no detectable THC.
  • Willow expanded its product portfolio with the generation of lab strains producing the Varin Cannabinoids, Cannabigerovarin (“CBGV“), Cannabidivarin (“CBDV“), and Tetrahydrocannabivarin (“THCV“), for further optimization toward commercial targets.
  • Willow began trading on the OTCQX Best Market, an upgrade from the OTCQB Venture Market. This allows US investors to find current financial disclosure and Real-Time Level 2 quotes for the Company on www.otcmarket.com.
  • Willow ended the quarter with strong liquidity, including approximately $9.1 million of cash on hand as at September 30, 2020.
  • Subsequent to the quarter, on October 29, 2020, the Company issued 17,692,307 units at a price of $0.65 per unit for gross proceeds of $11.5 million. Each unit consists of one common share of Willow (“Common Shares“) and one half of one Common Share purchase warrant of Willow (each whole warrant, a “Warrant“). The Warrants have a strike price of $0.85 per Common Share, a 24-month term and a forced accelerator clause that allows the Company to force exercise of the Warrants if Willow trades at a 20-day VWAP of $1.20 or greater.

Operational Update

During the third quarter of 2020, Willow further improved its cannabinoid production process through a combination of strain and fermentation optimization and developed a commercially relevant downstream process for production of greater than 99% pure CBG. This CBG process was successfully scaled to a 500-litre pilot scale in the third quarter of 2020 by Willow’s development partner, AMRI, to provide pure CBG samples for evaluation by prospective consumer packaged goods customers. Willow will continue to optimize its process at pilot scale with the goal of advancing to larger, commercial-scale fermentation vessels in the first half of 2021.  Willow is in the final stages of selecting its late-stage development and manufacturing partner(s).

The success of the Company’s proprietary yeast production platform has enabled Willow to initiate work on the Varin Cannabinoids during Q3.  Willow has developed initial lab strains for production of CBGV, CBDV and THCV, and is now focused on strain and fermentation process optimization at bench scale to further increase the production of Varin Cannabinoids toward commercial targets.  Third party scale up work for the Varin Cannabinoids is expected to commence in the first half of 2021 and be completed in the first half of 2022. First production of research samples of the Varin Cannabinoids is expected in the second half of 2021, with commercial sales in the first half of 2022.

The Company also continued to make substantial progress to increase production of CBD and a yet-to-be-disclosed cannabinoid through application of its proprietary strain engineering technologies.  In-house strain and process optimization will continue through 2020 with scale-up development starting in early 2021. 

Financial Update

Willow ended the quarter in a strong financial position, with approximately $9.1 million in cash on hand.

The Company’s financial results are summarized as follows:


Three months ended


September 30


2020


2019

Balance sheet ($000’s):

Cash and cash equivalents


9,092

24,042

Total assets


16,048

38,623

Shareholder’s equity


3,627

24,727

Weighted average shares outstanding

Basic and diluted (000’s)


78,892

78,634

Outlook

Willow anticipates transitioning into a revenue generating development company in 2021. In the coming months and quarters, the Company will be selecting its first manufacturing location and partner to start commercial production. Concurrently, the Company is working to secure commercial customers for its first cannabinoid, CBG, with the goal of having a robust order book when commercial production commences. Willow is seeing significant interest from multiple jurisdictions for CBG, as well as other cannabinoids Willow is developing manufacturing processes for.

Given the scalability of biosynthetic production via fermentation, Willow has the capacity to significantly ramp up production to both meet demand and lower per unit production costs. As a result of the high purity profile, consistency, safety and environment sustainability associated with Willow’s manufacturing technology, the Company is seeing strong demand developing for its cannabinoids from a variety of consumer products companies.

A full description of Willow’s third quarter 2020 results can be found in Willow’s unaudited condensed consolidated interim financial statements and related management’s discussion and analysis which are available on SEDAR at www.sedar.com.

About Willow Biosciences Inc.

Willow is a Canadian biotechnology company based in Vancouver, British Columbia, that produces high purity, plant-derived compounds that provide building blocks for the global pharmaceutical, health and wellness, and consumer packaged goods industries. Willow’s current focus is in the production of cannabinoids for the treatment for pain, anxiety, obesity, brain disorders, among other significant indications. Willow’s science team has a proven track record of developing manufacturing technologies for high purity compounds in pain and cancer treatments. Willow’s manufacturing process creates a consistent, scalable and sustainable product that allows for the discovery and development of new life changing drugs.

Forward-Looking Statements

This news release may include forward-looking statements including opinions, assumptions, estimates and the Company’s assessment of future plans and operations, and, more particularly, statements concerning: Willow’s revised milestone projections, including the timing and quantity of development scale-up (including further pilot projects) and commercialization scale-up; the timing of commercial sales and revenues resulting therefrom; expected cost reductions from commencing commercial production; discussions with potential customers (including the size of orders therefrom), manufacturing partners and other key stakeholders; timing for the selection of a manufacturing location and partner; the ongoing COVID-19 outbreak and its impact on the Company; the market size potential of the synthetic cannabinoid industry, the demand for Willow’s products and Willow’s ability to capture market share; Willow’s entry into new global markets; and the business plan of the Company, generally, including cannabinoid research and production. When used in this news release, the words “will,” “anticipate,” “believe,” “estimate,” “expect,” “intent,” “may,” “project,” “should,” and similar expressions are intended to be among the statements that identify forward-looking statements. The forward-looking statements are founded on the basis of expectations and assumptions made by the Company which include, but are not limited to: the success of Willow’s strategic partnerships, including the development of future strategic partnerships; the financial strength of the Company; the ability of the Company to fund its business plan using cash on hand and existing resources; the market for Willow’s products; the ability of the Company to obtain and retain applicable licences; the ability of the Company to obtain suitable manufacturing partners and other strategic relationships; and the successful implementation of Willow’s production strategy, generally. Forward-looking statements are subject to a wide range of risks and uncertainties, and although the Company believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will be realized. Any number of important factors could cause actual results to differ materially from those in the forward-looking statements including, but not limited to, risks associated with: the cannabinoid industry in general; the success of the Company’s research and development strategies; infringement on intellectual property; failure to benefit from partnerships or successfully integrate acquisitions; actions and initiatives of federal and provincial governments and changes to government policies and the execution and impact of these actions, initiatives and policies; import/export and research restrictions for cannabinoid-based operations; the size of the medical-use and adult-use cannabinoid market; competition from other industry participants; adverse U.S., Canadian and global economic conditions; adverse global events and public-health crises, including the current COVID-19 outbreak; failure to comply with certain regulations; departure of key management personnel or inability to attract and retain talent; and other factors more fully described from time to time in the reports and filings made by the Company with securities regulatory authorities. Please refer to the AIF and the MD&A for additional risk factors relating to Willow, which can be accessed either on Willow’s website at www.willowbio.com or under the Company’s profile on www.sedar.com.

Any financial outlook and future-oriented financial information contained in this document regarding prospective financial performance, financial position or cash flows is based on assumptions about future events, including economic conditions and proposed courses of action based on management’s assessment of the relevant information that is currently available. Projected operational information contains forward-looking information and is based on a number of material assumptions and factors, as are set out above. These projections may also be considered to contain future-oriented financial information or a financial outlook. The actual results of the Company’s operations for any period will likely vary from the amounts set forth in these projections and such variations may be material. Actual results will vary from projected results. Readers are cautioned that any such financial outlook and future-oriented financial information contained herein should not be used for purposes other than those for which it is disclosed herein.

The forward-looking statements contained in this news release are made as of the date hereof and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, except as required by applicable law. The forward-looking statements contained herein are expressly qualified by this cautionary statement.

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SOURCE Willow Biosciences Inc.

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Camfil Report – 3 Ways Real-Time Indoor Air Quality Monitoring Makes for a Better HVAC System

3 ways that real-time indoor air quality monitoring can lead to a better HVAC system and improved IAQ

Toronto, CA, Nov. 12, 2020 (GLOBE NEWSWIRE) — Even the most advanced and carefully maintained HVAC systems are underutilized in their efforts to bring meaningful improvement to a building’s indoor air quality (IAQ) without careful, regular monitoring. 

With the installation of real-time IAQ monitoring technology, building management systems can gain access to a wealth of actionable data that can be used to both record and respond to sudden changes in IAQ.

What Is IAQ Monitoring?

IAQ monitoring can come in many forms, but at its core, it is the ability to track both the efficiency of the HVAC system and the quality of the air that is moving through it. This means keeping track of conditions such as humidity, pressure drop, airflow rates, and composition. 

Testing for both the presence and concentration of airborne contaminants is another essential role of IAQ monitoring, as it can have a direct and dramatic effect on human health. 

The Importance of Indoor Air Quality Testing on the Commercial and Industrial Level 

As companies across the globe are re-opening after months of inactivity due to various quarantine and stay-at-home orders, many operators are starting to consider more advanced air filtration systems with high-efficiency air filters as a way to combat the potential spread of COVID-19. 

In addition to airborne pathogens, commercial and industrial IAQ is constantly threatened by other forms of air pollution, including carbon monoxide, lead dust, radon gas, and asbestos dust. Many of these pollutants come from inside the building, which is why it becomes the company’s responsibility to put adequate protection systems in place. 

Three Ways Real-Time Indoor Air Quality Monitoring Can Improve a Commercial HVAC System

1. Better HVAC Sensors & Actuators – When facilities install real-time IAQ technology, one of the necessary upgrades to the system is the HVAC sensors and actuators, two components that work together to make operational adjustments based on received input. 

2. Real-Time Reporting – The ability to trace temperature, humidity, pressure, and even airborne contaminants in real-time settings, allows building management systems (BMS) to be more agile, allowing for better forecasting and a more thorough integration. 

3. More Effective, Efficient Maintenance – A BMS equipped with real-time IAQ monitoring is capable of predicting which components need maintenance prior to scheduled PM service or in need of early replacement. This reduces overall cost due to emergency situations that may arise.  

Industrial Air Filter Specialist

While the importance of IAQ monitoring is becoming clearer to commercial and industrial operators around the world, the integration of real-time IAQ monitoring technology has only begun. However, like all new technology, there is a learning curve required to maximize its effectiveness. That’s why it’s important to work with an experienced HVAC professional, educated and trained in both equipment and filters,  in order to get the correct products for your system. 

About

Camfil is the world leader in air filtration and clean air solutions, with 23 production plants and R&D centers in the Americas, Europe, and the Asia-Pacific region. For more information, visit us online at www.camfil.us or call us toll-free at 888.599.6620.

Media Contact: 

Lynne Laake 

Camfil USA Air Filters 

T: 888.599.6620 

E: [email protected]

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Vislink Technologies Reports Q3 2020 Financial Results

HACKETTSTOWN, NJ , Nov. 12, 2020 (GLOBE NEWSWIRE) — Vislink Technologies, Inc. (“Vislink” or the “Company”) (Nasdaq: VISL) announced its results for the third quarter ended September 30, 2020. Company management will host a live webcast on Friday, November 13, 2020 at approximately 10:00 a.m. ET to review the Company’s financial and operating results and provide a general business update (see webcast details below).

Financial Highlights

  • Revenues for the three months ended September 30, 2020 were $4.8 million, compared to $5 million for the three months ended September 30, 2019.
  • EBITDA (earnings before interest, taxes depreciation and amortization) was a negative $2.4 million for the three months ended September 30, 2020, compared to a negative $4.7 million for the three months ended September 30, 2019.
  • Ended the third quarter 2020 with $3.1 million in cash.
  • Gross margins were 31.8% of revenue in the third quarter of 2020, compared to 40.7% in the third quarter of 2019.
  • Net loss attributable to common shareholders was $2.8 million, or $(0.17) per share in the third quarter 2020 compared to a net loss of $5 million, or $(2.41) per share in the third quarter of 2019.
  • Net loss attributable to common shareholders was $8 million, or $(0.61) per share for the nine months ended September 30, 2020 compared to a net loss of $11.7 million, or $(12.77) per share for the nine months ended September 30, 2019.

“In the third quarter, we continued to feel the effects of a challenging macro business environment,” said Carleton Miller, CEO of Vislink Technologies. “The ongoing COVID-19 pandemic limited our growth and softened demand in our key Live Production and MilGov markets, as customers delayed deliveries for new and upgraded equipment. The pandemic also impacted our supply chain, which led to an interruption in receiving components from our suppliers. This further constricted our ability to fulfill orders in the quarter, although we do expect these interruptions to be resolved over the course of Q4.”

“In response to this, we redoubled our efforts to successfully streamline all aspects of our business. We built on the disciplined, cost-focus approach we instituted earlier this year and realized additional operational efficiencies during the quarter. We will continue this approach with additional cost reduction measures that are expected to achieve $5 million in savings. Our diligence in adhering to this next phase of our operational turnaround helped us mitigate the effects of the business downturn, conserve cash and stabilize our finances. These actions have put us in a better position to pursue and capture growth opportunities as they arise for the remainder of 2020 and into next year.”

Mr. Miller continued, “During the third quarter, we experienced positive results from our product-focused innovation. We were pleased to introduce two significant product lines: the DVE/IRD satcom encoder/decoder, and the IP Link 3.0 digital microwave system. These will be followed by the introduction of the new Quantum Receiver in the first half of 2021. While the cancelling and scaling back of major live sporting and entertainment events has pushed back infrastructure investments over the past two quarters, we are slowly witnessing such events coming back on line. This will allow us to again leverage our experience in covering events like the Olympic Games, World Cup and other tier-one competitions that we traditionally participate in. Because of this, we remain cautiously optimistic for a return to normalcy in the industries we serve.”

Financial Results Webcast Details

On Friday, November 13, 2020, Vislink’s CEO, Carleton Miller, and CFO, Michael Bond, will host a webcast at approximately 10:00 a.m. ET to review the Company’s financial and operating results and provide a general business update. This webcast will be live at https://services.choruscall.com/links/visl201113.html. Investors will be able to submit questions during the webcast.

Non-GAAP Financial Measure: EBITDA

To supplement our financial results presented in accordance with Generally Accepted Accounting Principles (GAAP), we are presenting EBITDA in this earning release and the related earning conference call. EBITDA is a non-GAAP financial measure that is not based on any standardized methodology prescribed by GAAP and is not necessarily comparable to similarly titled measures presented by other companies. We define EBITDA as our net income (loss), excluding the impact of depreciation and amortization expense and interest income/expense. We have presented EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our operating performance, to establish budgets and to develop operational goals for managing our business. In particular, we believe that excluding the impact of these expenses in calculating EBITDA can provide a useful measure for period-to-period comparisons of our core operating performance.



About Vislink Technologies, Inc.

Vislink is a global technology business specializing in the collection, delivery, and management of high quality, live video and associated data from the scene of the action to the viewing screen. For the broadcast markets, Vislink provides solutions for the collection of live news, sports, and entertainment events. Vislink also furnishes the surveillance and defense markets with real-time video intelligence solutions using a variety of tailored transmission products. The Vislink team also provides professional and technical services utilizing a staff of technology experts with decades of applied knowledge and real-world experience to the areas of a terrestrial microwave, satellite, fiber optic, surveillance, and wireless communications systems, to deliver a broad spectrum of customer solutions. Vislink’s shares of Common Stock are publicly traded on the Nasdaq Capital Market under the ticker symbol “VISL.” For more information, visit www.vislink.com.

Note on Forward-looking Statements

Certain statements in this press release are forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. This press release contains forward-looking statements that involve substantial risks and uncertainties for purposes of the safe harbor provided by the Private Securities Litigation Reform Act of 1995. Any statements, other than statements of historical fact included in this press release, including those regarding the Company’s strategy, future operations, future financial position, projected expenses, prospects, plans, objectives of management and financial reporting abilities, maintenance of new product pipeline and technical innovation, the Company’s expected focus on financial discipline and cost reduction plans, anticipated cost savings, planned adjustments to its workforce, expected market opportunities across the Company’s operating segments, the Company’s expectations as to its operational turnaround, including operational efficiencies and future capital allocation, the effects of the COVID-19 pandemic, the sufficiency of the Company’s capital resources to fund the Company’s operations and any statements regarding future results are forward-looking statements. Vislink may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in any forward-looking statements such as the foregoing and you should not place undue reliance on such forward-looking statements. Such statements are based on management’s current expectations and involve risks and uncertainties, including those discussed in Vislink’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on April 1, 2020 and in subsequent filings with, or submissions to, the SEC.

The statements made in this press release speak only as of the date stated herein, and subsequent events and developments may cause the Company’s expectations and beliefs to change. While the Company may elect to update these forward-looking statements publicly at some point in the future, the Company specifically disclaims any obligation to do so, whether as a result of new information, future events or otherwise, except as required by law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date after the date stated herein.

For more information:

[email protected]

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS
(IN THOUSANDS EXCEPT NET LOSS PER SHARE DATA)

    For the Three Months Ended     For the Nine Months Ended  
    September 30,     September 30,  
    2020     2019     2020     2019  
Revenue   $ 4,778     $ 5,007     $ 16,138     $ 20,565  
                                 
Cost of revenue and operating expenses                                
Cost of components and personnel     3,257       2,968       8,505       10,611  
Inventory valuation adjustments     195       223       244       312  
General and administrative expenses     3,200       5,329       12,721       16,062  
Research and development expenses     616       799       1,831       2,591  
Gain on lease termination     —       —       (21 )     —  
Amortization and depreciation     337       586       1,094       1,763  
Total cost of revenue and operating expenses     7,605       9,905       24,374       31,339  
Loss from operations     (2,827 )     (4,898 )     (8,236 )     (10,774 )
                                 
Other income (expense)                                
Changes in fair value of derivative liabilities     82       281       1       954  
Gain (loss) on conversion of debentures     —       15       —       (33 )
Gain on settlement of related party obligations     —       —       331       —  
Other income (expense)     5       —       5       —  
Interest expense, net     (53 )     (393 )     (102 )     (1,807 )
Total other income (expense)     34       (97 )     235       (886 )
                                 
Net loss   $ (2,793 )   $ (4,995 )   $ (8,001 )   $ (11,660 )
                                 
Basic and diluted loss per share   $ (0.17 )   $ (2.41 )   $ (0.61 )   $ (12.77 )
Weighted average number of shares outstanding:                                
Basic and diluted     16,296       2,070       13,084       913  
Comprehensive loss:                                
Net loss   $ (2,793 )   $ (4,995 )   $ (8,001 )   $ (11,660 )
Unrealized gain (loss) on currency translation adjustment     (192 )     81       57       82  
Comprehensive loss   $ (2,985 )   $ (4,914 )   $ (7,944 )   $ (11,578 )

The accompanying notes are an integral part of these condensed consolidated financial statements.

VISLINK TECHNOLOGIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS EXCEPT SHARE AND PER SHARE DATA)

    September 30,     December 31,  
    2020     2019  
    (unaudited)        
ASSETS                
Current assets                
Cash   $ 3,123     $ 1,737  
Accounts receivable, net     4,063       6,714  
Inventories, net     9,532       7,674  
Prepaid expenses and other current assets     964       660  
Total current assets     17,682       16,785  
Right of use assets, operating leases     1,616       1,925  
Property and equipment, net     1,849       1,972  
Intangible assets, net     2,155       2,922  
Total assets   $ 23,302     $ 23,604  
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities                
Accounts payable   $ 3,339     $ 6,784  
Accrued expenses     1,873       1,912  
Notes payable     96       339  
Current portion of PPP loan     424       —  
Operating lease obligations, current     324       821  
Due to related parties     —       505  
Customer deposits and deferred revenue     1,593       2,821  
Derivative liabilities     29       30  
Total current liabilities     7,678       13,212  
Long-term portion of PPP loan     744       —  
Operating lease obligations, net of current portion     1,279       1,163  
Total liabilities     9,701       14,375  
Commitments and contingencies (See Note 10)                
Stockholders’ equity                
Preferred stock – $0.00001 par value per share: 10,000,000 shares authorized as of September 30, 2020, and December 31, 2019; -0- shares issued and outstanding as of September 30, 2020, and December 31, 2019     —       —  
Common stock – $0.00001 par value per share, 100,000,000 shares authorized, 17,160,808 and 3,594,548 shares issued and 17,158,149 and 3,591,889 outstanding as of September 30, 2020 and December 31, 2019, respectively     —       —  
Additional paid-in capital     274,187       261,871  
Accumulated other comprehensive income     264       207  
Treasury stock, at cost – 2,659 shares at September 30, 2020, and December 31, 2019, respectively     (277 )     (277 )
Accumulated deficit     (260,573 )     (252,572 )
Total stockholders’ equity     13,601       9,229  
Total liabilities and stockholders’ equity   $ 23,302     $ 23,604  

The accompanying notes are an integral part of these condensed consolidated financial statements.

Reconciliation of GAAP to Non-GAAP Results


VISLINK TECHNOLOGIES, INC.



RECONCILIATION OF GAAP to NON-GAAP RESULTS
QUARTER ENDING SEPTEMBER 30, 2020


(IN THOUSANDS)

Reconciliation of net income to EBITDA    
  Net loss $ (2,793 )
  interest expense   (53 )
  Amortization and depreciation   337  
  EBITDA $ (2,403 )