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Flux Power’s FY 2021 Q1 Revenue Increased By 135%

Flux Power’s FY 2021 Q1 Revenue Increased By 135%

Investor Conference Call at 4:30 PM ET

VISTA, Calif.–(BUSINESS WIRE)–
Flux Power Holdings, Inc. (Nasdaq: FLUX), a developer of advanced lithium-ion industrial batteries for commercial and industrial equipment, today reported financial results for its first quarter of fiscal year 2021 (Q1’21).

Financial Highlights:

  • Q1’21 revenue grew 135% to $4.5M compared to Q1’20 revenue of $1.9M
  • Q1’21 gross margin increased to 19.4% compared to 6.1% in Q1’20

Strategic Highlights:

  • While our first quarter is typically a seasonal low quarter for many of our customers, our underlying momentum and pacing compared to our revenue levels for Q1’20 is encouraging, especially in view of the COVID environment.
  • Uplisted to Nasdaq and completed a public offering of $12.4M in August.
  • Completed a private placement offering for $3.2M.
  • Continued expansion of relationships with forklift OEMs and new customers.
  • Continued expansion with Beam Global for stationary power.
  • Repaid short-term debt by $2.6M during Q1’21.
  • Subsequent to Q1’21:

    • Filed a shelf registration of $50M to support capital raise for business growth over the next three years.
    • Converted $2.2M of short-term debt to equity to strengthen the balance sheet and capital structure.
    • Secured a working capital revolving line of credit with Silicon Valley Bank.

“Our revenue during Q1’21 reflects added customers and momentum despite the COVID pandemic,” Flux Power CEO Ron Dutt commented. “We believe continued improvement in our gross margin moves us closer to our goal of becoming cash flow breakeven.”

Q1’21 Financial Results

Revenue: Q1’21 revenue increased by 135% to $4.5M compared to $1.9M in Q1’20, driven by sales of larger LiFT Packs and stationary power applications.

Gross Profit: Q1’21 gross profit improved to $873,000 compared to a gross profit of $117,000 in Q1’20 principally reflecting higher sales volumes and gross margin improvement program.

Selling & Administrative: Expenses increased to $2.9M in Q1’21 from $2.3M in Q1’20, principally reflecting increased staffing to support expanded sales and marketing, sourcing and procurement, demonstration units for marketing, and expanded customer service footprint.

Research & Development: Expenses increased to $1.5M in Q1’21, compared to $1.3M in Q1’20 reflecting our continued rollout of new product models, third party expense for UL Listing certification, and further development of our telemetry products.

Net Loss: Q1’21 net loss increased to $4.0M from a loss of $3.8M in Q1’20, principally reflecting higher operating costs and interest expense.

Fiscal Year 2021 Outlook

The first quarter of the fiscal year is a seasonally lower revenue quarter, reflecting customers not purchasing or installing new equipment over the historically slower summer months of July and August. However, Flux Power continued its underlying business momentum with triple-digit year over year growth.

The current growth trajectory is anticipated to continue based on an expanded line-up of product offerings, continued demand for lithium-ion solutions, and potential new customer opportunities. Flux Power also expects to further enhance gross margins across its product lines by implementing a series of clearly defined initiatives to advance technology, design, production and purchasing efficiencies, as well as benefiting from growing economies of scale.

CEO Ron Dutt added, “While the timing of sales continues to be a challenge to predict each quarter, we are confident in a positive outlook for fiscal year 2021 based on customer dialogues across all product lines.”

As a point of reference, according to the October 2020 report from the Material Handling Equipment Distributors Association (MHEDA), the outlook for new U.S. equipment orders is down 9.6% for calendar year 2020 and up by 10.0% for calendar year 2021.

Conference Call

Management will hold a conference call today starting at 4:30 PM ET. Investors and analysts interested in joining the call are invited to dial (833) 428-8374 or (270) 240-0543. The conference ID is 7063928. A recording of the conference call will be uploaded to the Flux Power website once it is available.

About Flux Power Holdings, Inc. (www.fluxpower.com)

Flux Power designs, develops, manufactures, and sells advanced rechargeable lithium-ion energy storage solutions for lift trucks and other industrial equipment including airport ground support equipment (GSE), and energy storage for solar applications. Flux Power’s LiFT Packs, including the proprietary battery management system (BMS), provide customers with a better performing, more environmentally friendly, and lower total cost alternative, in many instances, to traditional lead acid and propane-based solutions.

Cautionary Statement Regarding Forward-Looking Statements

This release contains projections and other “forward-looking statements” relating to Flux Power’s business, that are often identified by the use of “believes,” “expects” or similar expressions. Forward-looking statements involve a number of estimates, assumptions, risks and other uncertainties that may cause actual results to be materially different from those anticipated, believed, estimated, expected, etc. Such forward-looking statements include the development and success of new products, projected sales, Flux Power’s ability to timely obtain UL Listing for its products, Flux Power’s ability to fund its operations, distribution partnerships and business opportunities and the uncertainties of customer acceptance of current and new products. Actual results could differ from those projected due to numerous factors and uncertainties. Although Flux Power believes that the expectations, opinions, projections, and comments reflected in these forward-looking statements are reasonable, they can give no assurance that such statements will prove to be correct, and that Flux Power’s actual results of ‎operations, financial condition and performance will not differ materially from the ‎results of operations, financial condition and performance reflected or implied by these forward-‎looking statements. Undue reliance should not be placed on the forward-looking statements and Investors should refer to the risk factors outlined in our Form 10-K, 10-Q and other reports filed with the SEC and available at www.sec.gov/edgar.These forward-looking statements are made as of the date of this news release, and Flux Power assumes no obligation to update these statements or the reasons why actual results could differ from those projected.

Flux, Flux Power and associated logos are trademarks of Flux Power Holdings, Inc. All other third-party brands, products, trademarks, or registered marks are the property of and used to identify the products or services of their respective owners.

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FLUX POWER HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

September 30,

2020

(Unaudited)

 

June 30,

2020

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash

 

$

6,150,000

 

 

$

726,000

 

Accounts receivable

 

 

3,162,000

 

 

 

3,069,000

 

Inventories

 

 

6,049,000

 

 

 

5,256,000

 

Other current assets

 

 

488,000

 

 

 

787,000

 

Total current assets

 

 

15,849,000

 

 

 

9,838,000

 

Right of use asset

 

 

3,337,000

 

 

 

3,435,000

 

Other assets

 

 

132,000

 

 

 

174,000

 

Property, plant and equipment, net

 

 

688,000

 

 

 

528,000

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

20,006,000

 

 

$

13,975,000

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

5,492,000

 

 

$

6,098,000

 

Deferred revenue

 

 

48,000

 

 

 

4,000

 

Customer deposits

 

 

920,000

 

 

 

1,563,000

 

Due to Factor

 

 

–

 

 

 

469,000

 

Related party loan payable

 

 

4,396,000

 

 

 

7,347,000

 

Financing lease payable

 

 

18,000

 

 

 

28,000

 

Office lease payable, current portion

 

 

345,000

 

 

 

288,000

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

11,219,000

 

 

 

15,797,000

 

 

 

 

 

 

 

 

 

 

Long term liabilities:

 

 

 

 

 

 

 

 

Paycheck Protection Program loan payable

 

 

1,297,000

 

 

 

1,297,000

 

Office lease payable, less current portion

 

 

3,197,000

 

 

 

3,301,000

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

15,713,000

 

 

 

20,395,000

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity (deficit):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock

 

 

–

 

 

 

–

 

Common stock

 

 

11,000

 

 

 

7,000

 

Additional paid-in capital

 

 

61,678,000

 

 

 

46,985,000

 

Accumulated deficit

 

 

(57,396,000

)

 

 

(53,412,000

)

 

 

 

 

 

 

 

 

 

Total stockholders’ equity (deficit)

 

 

4,293,000

 

 

 

(6,420,000

)

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity (deficit)

 

$

20,006,000

 

 

$

13,975,000

 

 

FLUX POWER HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)
 

 

 

Three Months Ended

September 30,

 

 

 

2020

 

 

2019

 

Net revenue

 

$

4,499,000

 

 

$

1,919,000

 

Cost of sales

 

 

3,626,000

 

 

 

1,802,000

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

873,000

 

 

 

117,000

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

Selling and administrative expenses

 

 

2,920,000

 

 

 

2,262,000

 

Research and development

 

 

1,507,000

 

 

 

1,341,000

 

Total operating expenses

 

 

4,427,000

 

 

 

3,603,000

 

 

 

 

 

 

 

 

 

 

Operating loss

 

 

(3,554,000

)

 

 

(3,486,000

)

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(430,000

)

 

 

(328,000

)

 

 

 

 

 

 

 

 

 

Net loss

 

$

(3,984,000

)

 

$

(3,814,000

)

 

 

 

 

 

 

 

 

 

Net loss per share – basic and diluted

 

$

(0.42

)

 

$

(0.75

)

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding – basic and diluted

 

 

9,536,441

 

 

 

5,103,342

 

 

Media & Investor Relations:

Justin Forbes

877-505-3589

[email protected]

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Alternative Energy Manufacturing Other Manufacturing Energy Other Energy

MEDIA:

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Global Education Group Survey Reveals Importance of Continuing Medical Education

Continuing Medical Education (CME) was the number-one cause for respondents to make changes to their medical practice and ranked as the most effective method for improving patient care

TAMPA, Fla., Nov. 12, 2020 (GLOBE NEWSWIRE) — Global Education Group, a division of Ultimate Medical Academy, has released results for the 2020 Continuing Medical Education Survey. The 18-question survey’s results provide illuminating data to support the importance of Continuing Medical Education (CME) and highlight respondent’s desire to return to in-person training opportunities once Covid-19 social distancing restrictions are lifted.

Continuing Medical Education (CME) was the number-one cause for respondents to make changes to their own medical practice, with 95 percent incorporating the information and practices learned in CME programming into their daily activities. Respondents also ranked CME as the most effective method for improving their patient care, above colleagues, journal articles and medical science liaison visits.

“We know that providing information on new research and treatment options is critical to the continued success of healthcare practitioners,” said Global Education Group’s Vice President of Education Andrea Funk. “However, we were very interested to see the powerful impact that CME has on the choices providers make in their own practice and the importance to the way they approach patient care.”

While some state health boards require licensed healthcare practitioners to complete ongoing CME, others do not, and it is up to these practitioners to pursue CME on their own. However, even though there is not a nation-wide mandate for ongoing educational engagements, more than half of survey respondents indicated they regularly participate in live (58.0%) or on-demand (62.6%) webcasts/webinars, and many also regularly participate in live multi-day conferences (42.6%) and local or regional meetings (47.6%), when available.

The 2020 survey was distributed in June and July to more than 1,700 healthcare practitioners across the United States to get a sense of the importance of CME to practitioners nationwide, as well as provide insights to CME during a global health crisis.

“This year’s survey presented a unique opportunity to examine the impacts of Covid-19 and social distancing on educational formats and time available for courses,” said Global Education Group’s Vice President of Education Strategy John McCormick. “While past data has indicated the efficacy of in-person instruction, the survey results show practitioners are eager to get back in the classroom and have an in-person learning experience.”

As the pandemic has healthcare providers working differently, most respondents (73.4%) noted that they could only spend a maximum of two hours per day on their CME efforts. As educators continue to create opportunities for learning, it will be important to consider the desires and constraints expressed by health providers.

To learn more about Global Education Group, a division of Ultimate Medical Academy, visit www.globaleducationgorup.com or click here to request a copy of the 2020 Continuing Medical Education Survey.

 

***

 

About Ultimate Medical Academy: The need for skilled healthcare workers in the United States is critical and continues to grow. Ultimate Medical Academy (UMA) is an accredited, nonprofit educational institution that helps to meet that need by equipping and empowering students to do vital work at the heart of healthcare. In addition to offering diploma and degree programs, UMA works closely with healthcare companies to connect students directly to job opportunities.

Founded in 1994 and based in Tampa, Florida, UMA offers hands-on learning at its main campus in Clearwater, Florida as well as content-rich, interactive programs through its online campus. The institution supports students through every step of their journey with access to academic support, interview and resume coaching, job search assistance, technical support and more.

UMA has more than 63,000 alumni and 14,000 students nationwide. The institution also provides certified continuing medical education (CME) through ongoing training and professional development opportunities to more than 30,000 physicians, nurses and other medical professionals throughout the U.S. annually.

UMA is institutionally accredited by the Accrediting Bureau of Health Education Schools (ABHES, www.ABHES.org) and is also accredited by the Accreditation Council for Continuing Medical Education (ACCME). The continuing medical education programs are individually accredited and are not included within the institution’s grant of accreditation from ABHES. Learn more by visiting www.ultimatemedical.edu.

 

About Global Education Group: Since 2003, Global Education Group has harnessed the power of partnership to provide effective and impactful continuing medical education (CME) programming to nurses, nurse practitioners, pharmacists, psychologists, dieticians and dentists. Global’s mission is to design, implement, manage, and measure the healthcare effect of continuing education initiatives that promote clinical competence and performance improvement. Global Education Group takes its continuing education leadership role seriously and believes that a consistent focus on quality CME options ultimately will improve the quality of care for patients.

Global is a founding member of the North American Association of Medical Education and Communications Companies (NAMECC) and The CME Coalition, a Washington, D.C. based CME advocacy group. Global is Accredited with Commendation by the Accreditation Council for Continuing Medical Education (ACCME; www.accme.org)  to provide CME for physicians. The ACCME decision places Global among a distinguished group of providers that demonstrate excellence across the twenty-two CME accreditation criteria and qualifies Global for a six-year accreditation term. Global also holds six additional accreditations to certify education for the entire spectrum of healthcare professionals, including nurses, nurse practitioners, pharmacists, psychologists, dentists, and dieticians. Learn more by visiting https://globaleducationgroup.com/.

 

Crystal L. Lauderdale
Ultimate Medical Academy
[email protected]

Posted on

Vital Farms Announces Pricing of Secondary Public Offering of Common Stock at Closing Market Price

Vital Farms Will Not Receive Any Proceeds from Offering

AUSTIN, Texas, Nov. 12, 2020 (GLOBE NEWSWIRE) — Vital Farms, Inc. (Nasdaq: VITL “Vital Farms”), a Certified B Corporation that offers a range of ethically produced pasture-raised foods nationwide, today announced the pricing of an underwritten public offering of 5,000,000 shares of common stock at a price of $30.25 per share. The closing price of the Company’s common stock on November 11, 2020 was $30.25 per share. The shares are being offered by certain stockholders of Vital Farms (the “Selling Stockholders”). The Selling Stockholders have also granted the underwriters a 30-day option to purchase up to an additional 750,000 shares of common stock at the public offering price, less underwriting discounts and commissions.

The offering is expected to close on November 16, 2020, subject to the satisfaction of customary closing conditions. Vital Farms will not receive any proceeds from the sale of shares by the Selling Stockholders.

Goldman Sachs & Co. LLC, Morgan Stanley, Credit Suisse Securities (USA) LLC and Jefferies are acting as joint lead bookrunning managers for the offering. BMO Capital Markets Corp. and Stifel, Nicolaus & Company, Incorporated are acting as bookrunning managers for the offering.

The offering is being made only by means of a prospectus. A copy of the final prospectus related to the offering may be obtained, when available, from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, by telephone at 1-866-471-2526 or by email at [email protected]; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, New York 10014 or by email at [email protected]; Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, North Carolina 27560, by telephone at (800) 221-1037 or by email at [email protected]; or 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 email at [email protected].

A registration statement on Form S-1 relating to these securities has been declared effective by the Securities and Exchange Commission. A copy of the registration statement may be accessed through the Securities and Exchange Commission’s website at www.sec.gov. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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.

About Vital Farms

Vital Farms, a Certified B Corporation, offers a range of ethically produced pasture-raised foods nationwide. Started on a single farm in Austin, Texas, in 2007, Vital Farms is the leading U.S. brand of pasture-raised eggs and butter by retail dollar sales. Vital Farms’ ethics are exemplified by its focus on the humane treatment of farm animals and sustainable farming practices. In addition, as a Delaware Public Benefit Corporation, Vital Farms also prioritizes the long-term benefits of each of its stakeholders, including farmers and suppliers, customers and consumers, communities and the environment, and crew members and stockholders. Vital Farms’ pasture-raised products, including shell eggs, butter, hard-boiled eggs, ghee, egg bites and liquid whole eggs, are sold in more than 16,000 stores nationwide.

Forward Looking Statements

This press release contains “forward-looking” statements, as that term is defined under the federal securities laws. These forward-looking statements are based on Vital Farms’ current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause Vital Farms’ actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement.

The risks and uncertainties referred to above include, but are not limited to: (1) the effects of the current COVID-19 pandemic, or of other global outbreaks of pandemics or contagious diseases or fear of such outbreaks, including on our supply chain, the demand for our products, and on overall economic conditions and consumer confidence and spending levels; (2) our expectations regarding our revenue, expenses and other operating results; (3) our ability to acquire new customers and successfully retain existing customers; (4) our ability to attract and retain our suppliers, distributors and co-manufacturers; (5) our ability to sustain or increase our profitability; (6) our ability to procure sufficient high quality eggs, butter and other raw materials; (7) real or perceived quality with our products or other issues that adversely affect our brand and reputation; (8) changes in the tastes and preferences of our consumers; (9) the financial condition of, and our relationships with, our suppliers, co-manufacturers, distributors, retailers and foodservice customers, as well as the health of the foodservice industry generally; (10) real or perceived quality or health issues with our products or other issues that adversely affect our brand and reputation; (11) the ability of our suppliers and co-manufacturers to comply with food safety, environmental or other laws or regulations; (12) future investments in our business, our anticipated capital expenditures and our estimates regarding our capital requirements; (13) the costs and success of our marketing efforts, and our ability to promote our brand; (14) our reliance on key personnel and our ability to identify, recruit and retain skilled personnel; (15) our ability to effectively manage our growth; (16) our focus on a specific public benefit purpose and producing a positive effect for society may negatively influence our financial performance; (17) our ability to compete effectively with existing competitors and new market entrants; (18) the impact of adverse economic conditions; (19) the sufficiency of our cash to meet our liquidity needs and service our indebtedness; (20) seasonality; and (21) the growth rates of the markets in which we compete.

These risks and uncertainties are more fully described in our filings with the SEC, including in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our quarterly report on Form 10-Q for the fiscal quarter ended September 27, 2020 and our registration statement on Form S-1 relating to this offering, and in other filings and reports that we may file from time to time with the SEC. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, we cannot guarantee future results, levels of activity, performance, achievements, or events and circumstances reflected in the forward-looking statements will occur. Forward-looking statements represent our beliefs and assumptions only as of the date of this press release. We disclaim any obligation to update forward-looking statements except as required by law.

CONTACT:

Media:

Nisha Devarajan
[email protected]

Investors:

Ashley DeSimone
[email protected]

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InMed Announces Pricing of US$8M Public Offering and Listing on the Nasdaq Capital Market Under the Symbol “INM”

PR Newswire

VANCOUVER, BC, Nov. 12, 2020 /PRNewswire/ – InMed Pharmaceuticals Inc. (“InMed” or the “Company”) (NASDAQ: INM) (TSX: IN), a clinical-stage pharmaceutical company developing medications targeting diseases with high unmet medical need and leading the clinical development of cannabinol (“CBN”), today announced that it has priced a public offering of an aggregate of 1,780,000 common shares, together with accompanying warrants to purchase up to an aggregate of 1,780,000 common shares, at a public offering price of US$4.50 per share and accompanying warrant. Each common share will be sold in the offering with one warrant to purchase one common share. The warrants have an exercise price of US$5.11 per share, are immediately exercisable upon issuance, and expire six years following the date of issuance. The underwriters have also been granted an option to purchase an additional 267,000 common shares and additional warrants to purchase up to an aggregate of 267,000 common shares for a period of 45 days.

InMed’s common shares commence trading on the Nasdaq Capital Market (Nasdaq) effective today under the symbol “INM”.

The offering is expected to close on November 16, 2020, subject to customary closing conditions.

Roth Capital Partners is acting as sole book-running manager for the offering and Brookline Capital Markets, a division of Arcadia Securities, LLC, is acting as co-manager.

InMed anticipates its gross proceeds from the offering, before deducting underwriting discounts and commissions and other offering expenses, to be approximately US$8 million, excluding any exercise of the underwriters’ option to purchase additional securities.

InMed intends to use the net proceeds from the offering, together with its existing cash resources, for general corporate purposes, which may include funding preclinical and clinical development of its cannabinoid drug candidates INM-755 (dermatology) and INM-088 (ocular diseases), advancing its IntegraSynTM manufacturing platform, and for working capital purposes.

The securities described above are being offered by InMed pursuant to a registration statement on Form S-1 (File No. 333-239319) previously filed with and declared effective by the U.S. Securities and Exchange Commission (“SEC”) on November 12, 2020. The offering is being made only by means of a prospectus forming part of the effective registration statement. A preliminary prospectus relating to the offering has been filed with the SEC. Electronic copies of the preliminary prospectus and, when available, electronic copies of the final prospectus relating to the offering may be obtained for free by visiting the SEC’s website at www.sec.gov or from Roth Capital Partners, 888 San Clemente, Newport Beach, CA 92660, Attn: Prospectus Department, telephone: 800-678-9147.

No securities are being offered or sold, directly or indirectly, in Canada or to any resident of Canada.

This press release does not and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or other 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 other jurisdiction. Any offer, if at all, will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.

About InMed: InMed Pharmaceuticals is a clinical-stage pharmaceutical company developing a pipeline of cannabinoid-based medications, initially focused on the therapeutic benefits of cannabinol (“CBN”) in diseases with high unmet medical need. The Company is dedicated to delivering new therapeutic alternatives to patients that may benefit from cannabinoid-based medicines. For more information, visit www.inmedpharma.com.

Cautionary Note Regarding Forward-Looking Information:

This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information is based on management’s current expectations and beliefs and is subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Forward-looking information in this news release includes, but is not limited to, statements about: developing a pipeline of cannabinoid-based medications, initially focused on the therapeutic benefits of CBN in diseases with high unmet medical need; delivering new therapeutic alternatives to patients that may benefit from cannabinoid-based medicines; and the intended use of the net proceeds from the offering.

With respect to the forward-looking information contained in this news release, InMed has made numerous assumptions regarding, among other things: the ability of INM-755 to meet its specified goals; the ability to obtain adequate supplies and test subjects; the continued availability of development collaborators; continued and timely positive preclinical and clinical efficacy data; the speed of regulatory approvals; the effectiveness of patent protection; demand for InMed’s products; and continued economic and market stability. While InMed considers these assumptions to be reasonable, these assumptions are inherently subject to significant business, economic, competitive, market and social uncertainties and contingencies.

Additionally, there are known and unknown risk factors which could cause InMed’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. Known risk factors include, among others: the outbreak and impact of COVID-19 may worsen, or at all; INM-755 may not produce the desired effects; InMed’s supply chain may become disrupted; InMed’s development collaborators may become unavailable; InMed may not be able to advance its other product candidates on a timely basis, or at all; regulatory filings may not be filed or approved on a timely basis, or at all; clinical trials may not proceed as anticipated; economic or market conditions may worsen; InMed’s may not be able to successfully access the capital required to fully develop its programs; and InMed may not be able to provide new therapeutic alternatives that benefit patients via cannabinoid-based medicines. A more complete discussion of the risks and uncertainties facing InMed is disclosed in InMed’s most recent Annual Information Form and other continuous disclosure filed with Canadian securities regulatory authorities on SEDAR at www.sedar.com.

All forward-looking information herein is qualified in its entirety by this cautionary statement, and InMed disclaims any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.

NEITHER THE TORONTOSTOCK EXCHANGE NOR ITS REGULATIONS SERVICES PROVIDER HAVE REVIEWED OR ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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SOURCE InMed Pharmaceuticals Inc.

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CI Financial Reports Assets Under Management for October 2020, Total Assets Reach Record $202 Billion

CI Financial Reports Assets Under Management for October 2020, Total Assets Reach Record $202 Billion

TORONTO–(BUSINESS WIRE)–CI Financial Corp. (“CI”) (TSX: CIX) today reported preliminary assets under management at October 31, 2020 of $125.4 billion and wealth management assets of $77.0 billion, for total assets of $202.4 billion. These results represent all-time month-end highs for wealth management assets and total assets for CI.

CI’s assets under management declined by 2.3% in the month of October and 3.5% year over year. CI’s average core assets under management for the quarter-to-date were $123.9 billion, a slight decrease from $124.6 billion for the third quarter of 2020. Core assets under management are those managed by CI’s Canadian and Australian subsidiaries.

CI’s Canadian wealth management assets were $61.5 billion, representing an increase of $10.3 billion or 20.1% during October. The change largely reflects CI’s acquisition of a majority interest in Aligned Capital Partners Inc. of Burlington, Ontario. Year over year, Canadian wealth management assets were up $12.8 billion or 26.3%. Canadian wealth management assets also include the assets of Assante Wealth Management (Canada) Limited, CI Private Counsel LP, CI Direct Investing (WealthBar Financial Services Inc.) and Virtual Brokers.

U.S. wealth management assets increased by 4.0% to $15.5 billion in October. The increase is partially attributable to the acquisition of Thousand Oaks Financial Holding LLC of Thousand Oaks, California, by CI subsidiary OCM Capital Partners LLC, parent company of One Capital Management, LLC of Westlake Village, California. CI’s U.S. wealth management business also includes its interests in Balasa Dinverno Foltz LLC, The Cabana Group, LLC, Congress Wealth Management, LLC and Surevest LLC. Year-over-year comparisons are not available given that CI has acquired its U.S. wealth management businesses in 2020.

As a result, CI’s total wealth management assets reached a record $77.0 billion at October 31, 2020, representing an increase of $28.3 billion or 58.1% over the 12-month period.

Further information about CI’s assets and financial position can be found below in the tables of statistics. These are the only statistics authorized by CI, and CI takes no responsibility for reporting by any external sources.

CI FINANCIAL CORP.

October 31, 2020

PRELIMINARY MONTH-END STATISTICS

ENDING ASSETS

Oct. 31/20

(billions)

Sept. 30/20

(billions)

%

Change

Oct. 31/19

(billions)

%

Change

Core (Canadian and Australian) assets under management*

$120.3

$123.6

-2.7%

$130.0

-7.5%

U.S. assets under management

$5.1

$4.7

8.5%

$-

n/a

Total assets under management

$125.4

$128.3

-2.3%

$130.0

-3.5%

Canadian wealth management

$61.5

$51.2

20.1%

$48.7

26.3%

U.S. wealth management

$15.5

$14.9

4.0%

$-

n/a

Total wealth management

$77.0

$66.1

16.5%

$48.7

58.1%

TOTAL

$202.4

$194.4

4.1%

$178.7

13.3%

MONTHLY CORE AVERAGE

ASSETS UNDER MANAGEMENT

Oct. 31/20

(billions)

Sept. 30/20

(billions)

%

Change

Monthly average

$123.9

$124.4

-0.4%

FISCAL QUARTER CORE AVERAGE

ASSETS UNDER MANAGEMENT

Oct. 31/20

(billions)

Sept. 30/20

(billions)

%

Change

Fiscal quarter average

$123.9

$124.6

-0.6%

FISCAL YEAR CORE AVERAGE

ASSETS UNDER MANAGEMENT

Fiscal 2020

(billions)

Fiscal 2019

(billions)

%

Change

Fiscal year average

$123.5

$129.8

-4.9%

EQUITY

(millions)

Total outstanding shares (TSX)

210.5

QTD weighted avg. shares

209.6

FINANCIAL POSITION

(millions)

Long-term debt

$1,575

Total gross debt

$1,969

December maturity

$394

Cash

$136

*Includes $28.5 billion of assets managed by CI and held by clients of advisors with Assante and CIPC as at October 31, 2020 ($28.9 billion at September 31, 2020 and $28.1 billion at October 31, 2019).

About CI Financial

CI Financial Corp. (TSX: CIX) is an independent company offering global asset management and wealth management advisory services. CI’s primary asset management businesses are CI Global Asset Management (CI Investments Inc.) and GSFM Pty Ltd., and it operates in wealth management through Assante Wealth Management (Canada) Ltd., CI Private Counsel LP, Aligned Capital Partners Inc., CI Direct Investing (WealthBar Financial Services Inc.), CI Investment Services Inc., Balasa Dinverno Foltz LLC, The Cabana Group, LLC, Congress Wealth Management, LLC, One Capital Management, LLC and Surevest LLC. Further information is available at www.cifinancial.com.

All financial amounts in Canadian dollars unless otherwise stated.

This press release contains forward-looking statements concerning anticipated future events, results, circumstances, performance or expectations with respect to CI Financial Corp. (“CI”) and its products and services, including its business operations, strategy and financial performance and condition. Forward-looking statements are typically identified by words such as “believe”, “expect”, “foresee”, “forecast”, “anticipate”, “intend”, “estimate”, “goal”, “plan” and “project” and similar references to future periods, or conditional verbs such as “will”, “may”, “should”, “could” or “would”. These statements are not historical facts but instead represent management beliefs regarding future events, many of which by their nature are inherently uncertain and beyond management’s control. Although management believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, such statements involve risks and uncertainties. The material factors and assumptions applied in reaching the conclusions contained in these forward-looking statements include that the investment fund industry will remain stable and that interest rates will remain relatively stable. Factors that could cause actual results to differ materially from expectations include, among other things, general economic and market conditions, including interest and foreign exchange rates, global financial markets, changes in government regulations or in tax laws, industry competition, technological developments and other factors described or discussed in CI’s disclosure materials filed with applicable securities regulatory authorities from time to time. The foregoing list is not exhaustive and the reader is cautioned to consider these and other factors carefully and not to place undue reliance on forward-looking statements. Other than as specifically required by applicable law, CI undertakes no obligation to update or alter any forward-looking statement after the date on which it is made, whether to reflect new information, future events or otherwise.

Investor Relations

Jason Weyeneth, CFA

Vice-President, Investor Relations & Strategy

(416) 681-8779

[email protected]

Media

Murray Oxby

Vice-President, Communications

(416) 681-3254

[email protected]

KEYWORDS: North America Canada

INDUSTRY KEYWORDS: Consulting Professional Services Finance

MEDIA:

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IIROC Trading Halt – IN

Canada NewsWire

TORONTO, Nov. 12, 2020 /CNW/ – The following issues have been halted by IIROC:

Company: InMed Pharmaceuticals Inc.

TSX Symbol: IN

All Issues: Yes

Reason: Pending News

Halt Time (ET): 9:04 AM

IIROC can make a decision to impose a temporary suspension (halt) of trading in a security of a publicly-listed company. Trading halts are implemented to ensure a fair and orderly market. IIROC is the national self-regulatory organization which oversees all investment dealers and trading activity on debt and equity marketplaces in Canada.

SOURCE Investment Industry Regulatory Organization of Canada (IIROC) – Halts/Resumptions

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FIVE CORPORATIONS ARE SELECTED AND RECOGNIZED BY NMSDC FOR THEIR PURSUIT OF EXCELLENCE IN ADVANCING MINORITY BUSINESS INCLUSION INTO THEIR SUPPLY CHAINS

New York City, New York, Nov. 12, 2020 (GLOBE NEWSWIRE) — National Minority Supplier Development Council (NMSDC) President and CEO, Adrienne Trimble, is exuberant about the tremendous success of the organization’s annual national conference this week, through a 100% virtual platform. “While we were not together face-to-face,” she notes, “All attendees had access to the same – and perhaps even more – high-caliber speakers, learning sessions, and networking opportunities they’ve come to expect from NMSDC.  Just through a different platform.”  NMSDC’s 2020 National Conference + Business Opportunity Exchange was held 100% online from October 26-29, 2020.

 

NMSDC’s commitment to advance minority business economic inclusion is reflected in the event’s “In This Together” theme and reinforced by sessions featuring speakers with expert insight about how to pivot during today’s extraordinarily challenging conditions. The NMSDC Annual Conference + Business Opportunity Exchange is the nation’s largest forum for minority supplier development, with a 48-year history of attracting thousands of corporate executives, minority business owners, and government officials each year.

 

Trimble stated, “Now more than ever, our Corporate Partners and MBEs need us to push forward and find new ways to get around every obstacle. NMSDC, our 23 affiliate Regional Councils throughout the United States, five international partners and the Business Consortium Fund (BCF) represent an oasis of support for MBEs through our mission to certify, develop, connect, and advocate for their economic sustainability.”

 

NMSDC embraced new technologies that enabled the organization to continue accomplishing their objectives without sacrificing quality, service, or health. The 100% virtual Conference platform showcased those changes – from vibrant sessions and informative workshops to an awards celebration and lively entertainment. By introducing a virtual version of their Business Opportunity Exchange component of the conference – corporations and MBEs again made meaningful connections and continued to build their professional networks.

 

CORPORATION OF THE YEAR

 

Each year, at their National annual Conference, NMSDC presents its prestigious “Corporation of the Year” Award(s) to recognize a select number of national corporate members and their exemplary achievements in minority supplier inclusion.  This award is regarded as the most significant honor to a major corporation for the utilization of ethnic minority-owned (Asian, Black, Hispanic, and Native American) suppliers. In winning the award, a corporation demonstrates exceptional strength in all areas critical to solid minority supplier development and inclusion in their supply chain process:  Policies; procurement, particularly growth in dollars and percent, MBE development, innovation, leadership and engagement; and impact/influence.  These corporations represent the leaders in minority business inclusion in America, which is even more critical given today’s environment.  

 

“The time for simply talking about these problems has passed. Change must come and come quickly. More than any other time in history, we are now called upon as business leaders to not only lend a hand to our MBEs, but to take definitive action and stand up against the systemic racial barriers plaguing our society. We commend those companies who are taking these much need steps now.”  The companies below are leading these efforts and are out in front.

 

The 2020 Corporation of the Year Award and Recognition was given to:

Class I: Gross Annual Revenue Less Than $10 Billion – Winner:Kelly®

Class II: Gross Annual Revenue Between $11 Billion and $50 Billion – Winner:Merck & Co, Inc.

Class III: Gross Annual Revenue Between $51 Billion and $100 Billion – Winner: The Walt Disney Company

Class IV: Gross Annual Revenue Between $101 Billion and $150 Billion – Winner: FCA (Fiat Chrysler)

Class V: Gross Annual Revenue Greater Than $150 Billion – Winner: Toyota Motor North America, Inc.

 

Congratulations to those corporations making significant progress in advancing minority business development and growth.

About NMSDC | nmsdc.org

Chartered in 1972, The National Minority Supplier Development Council (NMSDC) was stood up as a result of the civil rights movement in the late 1960s and continues to be the leading minority business development organization in the United States. NMSDC supports the economic sustainability of more than 12,000 certified minority business enterprises (MBEs) and advances minority business development by facilitating procurement opportunities between its certified MBEs and its network of Corporate Members.  The NMSDC network includes a National Office in New York, 23 affiliate regional councils, five international partner organizations and the Business Consortium Fund (BCF) as its funding arm.

Tammy Wilkins
National Minority Supplier Development Council, Inc.
212-944-2430
[email protected]

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Inspur Information and Samsung Electronics Announce Open All-Flash Storage Resource Pooling Solution at OCP Tech Week

Inspur Information and Samsung Electronics Announce Open All-Flash Storage Resource Pooling Solution at OCP Tech Week

1U flash memory up to 256TB, designed for high-density, high-performance servers and data centers

SAN JOSE, Calif.–(BUSINESS WIRE)–
Inspur Information and Samsung Electronics announced a jointly-developed1U server-based open all-flash storage resource pooling solution at OCP Tech Week. It uses the new Ruler SSD, based on the EDSFF standard (enterprise and data center storage) and can achieve a flash memory capacity of up to 256TB in 1U, supporting remote sharing of flash storage resources through NVMeoF technology. It is also suitable for local large-capacity and high-performance storage solutions.

With the growing application of 5G and AI in various industries, enterprise business development is facing an increasingly complex market environment. More data is generated and the requirements for data collection and processing speed are becoming steeper. As server functions and processor performance continue to improve, market demand for high-performance and large-capacity storage solutions grows. In early 2018, Intel teamed up with Facebook, Samsungand other industry leaders to launch the SSD standard EDSFF (Enterprise & Datacenter Storage Form Factor). The introduction of EDSFF has brought high-performance storage to the forefront of server development. With high-density, large-capacity, high-performance, and cooling-optimized solutions, EDSFF quickly became popular among industry partners.

The open all-flash storage solution jointly developed by Inspur Information and Samsung Electronics uses the EDSFF 1U Short, referred to as E1.S, designed for high-density, high-performance servers and data centers. It can accommodate two rows of flash dies to support larger capacity, while supporting hot plug function, lower power consumption and heat dissipation requirements.

Additionally, the product can dynamically enable all-flash storage resource pooling through NVMeoF while providing optimal local high-performance storage. It improves overall IO performance by nearly 2.6 times while reducing latency by 52%, making it ideal for databases, analytics, security applications (such as facial recognition), and transaction processing.

As the only server manufacturer involved in all three major open computing organizations — OCP, ODCC, and Open19, Inspur Information is committed to promoting the establishment of industry standards and taking the lead in advancing the commercialization of open technology standards. With the release of the open all-flash storage solution, Inspur Information and Samsung Electronicsplans to share the product architecture in the open computing community as an open source reference for more manufacturers in the future.

About Inspur

Inspur Electronic Information Industry Co., LTD is a leading provider of data center infrastructure, cloud computing, and AI solutions, ranking among the world’s top 3 server manufacturers. Through engineering and innovation, Inspur delivers cutting-edge computing hardware design and extensive product offerings to address important technology arenas like open computing, cloud data center, AI and deep learning. Performance-optimized and purpose-built, our world-class solutions empower customers to tackle specific workloads and real-world challenges. To learn more, please go to www.inspursystems.com.

Media

McKenna Bloomquist

Allison+Parnters

[email protected]

Fiona Liu

Inspur Information

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Technology Mobile/Wireless Security Audio/Video Software Networks Internet Hardware Data Management

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Harborside Inc. To Report Third Quarter 2020 Financial Results on November 17, 2020

PR Newswire

OAKLAND, Calif. and TORONTO, Nov. 12, 2020 /PRNewswire/ – Harborside Inc. (“Harborside”, or the “Company”) (CSE: HBOR), (OTCQX: HBORF), a California-focused, vertically-integrated cannabis enterprise, announced today that it will report its results for its third quarter ending September 30, 2020 (“Q3 2020”) on Tuesday, November 17, 2020.

For the latest news, activities, and media coverage, please visit the Harborside corporate website at http://www.investharborside.com or connect with us on LinkedIn, Facebook, and Twitter.

About Harborside:
Harborside Inc. is one of the oldest and most respected cannabis retailers in California, operating three of the major dispensaries in the San Francisco Bay Area, a dispensary in the Palm Springs area outfitted with Southern California’s only cannabis drive-thru window, a dispensary in Oregon and a cultivation/production facility in Salinas, California. Harborside has played an instrumental role in making cannabis safe and accessible to a broad and diverse community of California consumers. Co-founded by Steve DeAngelo and dress wedding in 2006, Harborside was awarded one of the first six medical cannabis licenses granted in the United States and today holds cannabis licenses for retail, distribution, cultivation, nursery and manufacturing. Harborside is currently a publicly listed company on the CSE trading under the ticker symbol “HBOR”. Additional information regarding Harborside is available under Harborside’s SEDAR profile at www.sedar.com.

Cautionary Note Regarding Forward-Looking Information
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements include, among other things, statements with respect to the Closing of the Acquisition, the timing for Closing of the Acquisition, the purchase of the Subsequent Shares and the Remaining Shares, receipt of necessary regulatory approvals (including the approval of the CSE of the proposed transaction and any new insiders) and the Company’s corporate strategy moving forward.

These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward- looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: implications of the COVID-19 pandemic on the Company’s operations; fluctuations in general macroeconomic conditions; fluctuations in securities markets; expectations regarding the size of the California cannabis market and changing consumer habits; the ability of the Company to successfully achieve its business objectives; plans for expansion; political and social uncertainties; inability to obtain adequate insurance to cover risks and hazards; and the presence of laws and regulations that may impose restrictions on cultivation, production, distribution and sale of cannabis and cannabis related products in the State of California; and employee relations. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Readers should not place undue reliance on the forward-looking statements and information contained in this news release. The Company assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

The Company is indirectly involved in the manufacture, possession, use, sale and distribution of cannabis in the recreational and medicinal cannabis marketplace in the United States. Local state laws where the Company operates permit such activities however, these activities are currently illegal under United States federal law. Additional information regarding this and other risks and uncertainties relating to the Company’s business are contained under the heading “Risk Factors” in the Listing Statement dated May 30, 2019 and in the Company’s management’s discussion and analysis for the period ended June 30, 2020, filed under the Company’s profile on SEDAR at www.sedar.com.

This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The Company’s securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

The CSE has neither approved nor disapproved the contents of this news release. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.

Cision View original content to download multimedia:http://www.prnewswire.com/news-releases/harborside-inc-to-report-third-quarter-2020-financial-results-on-november-17-2020-301171999.html

SOURCE Harborside Inc.

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Nuvve To Become Publicly Listed Company to Accelerate Worldwide Commercialization of Its Vehicle-to-Grid (V2G) Technology

— V2G technology leader Nuvve and Newborn Acquisition Corp. (NASDAQ:NBAC) enter business combination agreement.

— Nuvve transforms electric vehicles into reliable, dispatchable and monetizable assets, which lowers the cost of electric vehicle (EV) ownership while supporting the integration of renewable energy for a scalable and sustainable green society.

— Company projects revenue growth to outpace the EV charging industry.

— Institutional investors commit to invest approximately $18 million in aggregate via a PIPE and bridge financing.

— Gregory Poilasne, CEO and chairman of Nuvve Corporation, and the existing Nuvve senior management team will lead the combined company.

— Investor call scheduled for Thursday, November 12, 2020 at 9:00am ET

PR Newswire

SAN DIEGO, Nov. 12, 2020 /PRNewswire/ — Green energy technology company Nuvve Corporation (“Nuvve”), the global leader in vehicle-to-grid (V2G) technology, and Newborn Acquisition Corp. (“Newborn”) (NASDAQ:NBAC, NBACU, NBACR, NBACW) a publicly traded special purpose acquisition company with approximately $57.5 million of cash in trust, today announced the signing of a definitive merger agreement to take Nuvve public. The companies today also announced the signing of definitive purchase agreements with institutional investors for the investment of approximately $18 million in the combined company through a PIPE and bridge financing. Upon closing of the business combination, the combined company will be named Nuvve Holding Corp. (“Nuvve Holding”) and is expected to remain listed on Nasdaq under the ticker symbol “NVVE”.

Nuvve’s proprietary V2G technology enables it to link multiple electric vehicle (EV) batteries into a virtual power plant (VPP) to provide bi-directional services to the electrical grid in a qualified and secure manner. The VPP can generate revenue by selling excess power to utility companies or utilizing the saved power to reduce building energy peak consumption.

Gregory Poilasne, CEO and Chairman of Nuvve Corporation, stated, “Since our founding in 2010, Nuvve has successfully delivered its patented and proprietary vehicle-to-grid technology and services to fleet customers, grid operators, electric utilities and other stakeholders around the world. We have likewise partnered and integrated with multiple automotive manufacturers and electric utilities worldwide to enable adoption of V2G technology. To date, Nuvve is the only company in the world qualified with several system operators to commercially provide V2G grid flexibility services to electric utilities and system operators from batteries of electric vehicles.”

Nuvve holds a global portfolio of key V2G technology patents covering bi-directional capabilities and grid services with aggregated electric vehicles and has continued to build on its intellectual property portfolio by advancing V2G technology with commercial EV fleet deployments with both light-duty and heavy-duty vehicles.

Nuvve’s most established commercial operation is in Denmark, where it has provided V2G services for more than 4 years with daily bidding on energy markets. Following recent announcements with leading OEMs in the North American electric school bus segment, Nuvve is further developing its offerings by combining its turnkey V2G solutions with finance packages to customers, including equipment financing, V2G services, infrastructure and maintenance operations. Independent industry analysts have projected the global V2G technology market to be worth over $17 billion by 2027.

Mr. Poilasne added, “The rapid adoption of EV is driving the need for vehicle-grid integration, which are your more common one-way electric charging stations. While Nuvve is able to manage this one-way vehicle-grid integration, we believe that the integration of bi-directional vehicle-to-grid capabilities will help to stabilize the grid and reduce the overall cost of EV ownership, which will be critical to long-term EV adoption. The Nuvve system has successfully lowered the cost of electric vehicle ownership, while supporting the integration of renewable energy for a scalable and sustainable green society. We look forward to leveraging this business combination to accelerate the commercialization of Nuvve’s technology.”

The combined company will be led by Nuvve’s experienced management team, headed by Co-Founder and CEO Gregory Poilasne. Mr. Poilasne will remain on the combined company’s Board of Directors along with current Nuvve COO, Ted Smith.

Transaction Overview

Newborn is combining with Nuvve at a transaction value of approximately $102 million, subject to closing adjustments. As consideration for the business combination, 10.17 million shares will be issued or reserved for issuance to existing Nuvve stockholders and option holders, based on a value of $10.00 per share.

In connection with the business combination, Newborn has signed definitive agreements for the sale of approximately $14 million in equity to institutional investors in a PIPE. The PIPE investors will acquire Nuvve Holding shares at $10.00 per share. For each share bought, the PIPE investors will receive 1.9 warrants; each whole warrant is exercisable for ½ of a Nuvve Holding share. The warrants are exercisable at $11.50 per whole share and have terms identical to the warrants that were sold as part of Newborn’s IPO. Nuvve also completed a $4 million bridge financing with an institutional investor in connection with the business combination. The investor in the bridge financing received a senior secured convertible debenture that will convert into equity immediately prior to the closing of the business combination.

Upon the closing of the transactions, assuming no redemptions by Newborn shareholders, the resulting pro forma equity value of the combined company will be approximately $202 million. Pro forma net cash available to Nuvve at closing after estimated fees and expenses is expected to be approximately $70 million, made up of approximately $57.5 million in Newborn’s trust account (assuming no redemptions), net proceeds of $18 million PIPE and bridge financing, and cash on Nuvve’s balance sheet. Assuming no debt outstanding, the combined company’s pro forma enterprise value is expected to be approximately $132 million. Proceeds from the transaction will be used for general working capital, growth purposes and retirement of 0.6 million shares from legacy Nuvve shareholders.   

Existing Nuvve stockholders have agreed to a one-year lock-up from merger close, subject to a partial release if after the 6 month anniversary of the merger close the VWAP of the Nuvve Holding shares is at or above $12.50 for 20 out of any 30 consecutive trading days. Existing Nuvve stockholders will also be entitled to receive an earnout of 4 million newly issued Nuvve Holding shares if Nuvve’s 2021 revenue exceeds $30 million as reported in its 2021 audited financial statements.

In connection with the business combination, Newborn will reincorporate to Delaware from the Cayman Islands.

The boards of directors of both Newborn and Nuvve have unanimously approved the proposed business combination. The closing is subject to the approval of the stockholders of both Newborn and Nuvve and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. It is currently anticipated that the business combination will close in the first quarter of 2021.

Additional information about the proposed business combination, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Newborn today, November 12th, 2020, with the Securities and Exchange Commission and available at www.sec.gov. The investor presentation can also be found on Nuvve’s investor website at https://nuvve.com/investors/.

Advisors

Craig-Hallum Capital Group is acting as sole placement agent and M&A advisor on the transactions. Roth Capital Partners is acting as capital markets advisor to Newborn. Graubard Miller is serving as legal counsel for Nuvve. Loeb & Loeb LLP is serving as legal advisor to Newborn.

Conference call information

Nuvve and Newborn will hold a joint investor conference call to discuss the proposed transactions on Thursday, November 12, 2020 at 9:00am ET. To listen to the call via conference call dial 877-270-2148 for domestic callers and 412-902-6510 for international callers.

The investor conference call may also be accessed via a live webcast. To view the webcast, please follow this link. During the call, the presenters will be reviewing an investor presentation, which will be available on Nuvve’s website and filed with the SEC as an exhibit to Newborn’s Current Report on Form 8-K prior to the call, and available on the SEC website at www.sec.gov.  

About Nuvve Corporation

Nuvve Corporation is a San Diego-based green energy technology company whose mission is to lower the cost of electric vehicle ownership while supporting the integration of renewable energy sources, including solar and wind. Its proprietary vehicle-to-grid (V2G) technology – Nuvve’s Grid Integrated Vehicle (GIVe™) platform – is refuelling the next generation of electric vehicle fleets through cutting-edge, bidirectional charging solutions. Since its founding in 2010, Nuvve has been responsible for successful V2G projects on five continents and is deploying commercial services worldwide. For more information please visit www.nuvve.com.

About Newborn Acquisition Corp.

Newborn Acquisition Corp. is a blank check company, holding approximately $57.5 million in its trust account, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

Forward Looking Statements

The information in this press 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. All statements, other than statements of present or historical fact included in this presentation, regarding the proposed business combination between Newborn and Nuvve, Newborn and Nuvve’s ability to consummate the transactions, the benefits of the transactions and the combined company’s future financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Newborn and Nuvve disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. Newborn and Nuvve caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of either Newborn or Nuvve. In addition, Newborn cautions you that the forward-looking statements contained in this press release are subject to the following factors: (i) the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the agreements related thereto; (ii) the outcome of any legal proceedings that may be instituted against Newborn or Nuvve following announcement of the transactions; (iii) the inability to complete the business combination due to the failure to obtain approval of the shareholders of Newborn, or other conditions to closing in the merger agreement; (iv) the risk that the proposed business combination disrupts Nuvve’s current plans and operations as a result of the announcement of the transactions; (v) Nuvve’s ability to realize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of Nuvve to grow and manage growth profitably following the business combination; (vi) costs related to the business combination; (vii) risks related to the rollout of Nuvve’s business and the timing of expected business milestones; (viii) Nuvve’s dependence on widespread acceptance and adoption of electric vehicles and increased installation of charging stations; (ix) Nuvve’s ability to maintain effective internal controls over financial reporting, including the remediation of identified material weaknesses in internal control over financial reporting relating to segregation of duties with respect to, and access controls to, its financial record keeping system, and Nuvve’s accounting staffing levels; (x) Nuvve’s current dependence on sales of charging stations for most of its revenues; (xi) overall demand for electric vehicle charging and the potential for reduced demand if governmental rebates, tax credits and other financial incentives are reduced, modified or eliminated or governmental mandates to increase the use of electric vehicles or decrease the use of vehicles powered by fossil fuels, either directly or indirectly through mandated limits on carbon emissions, are reduced, modified or eliminated; (xii) potential adverse effects on Nuvve’s revenue and gross margins if customers increasingly claim clean energy credits and, as a result, they are no longer available to be claimed by Nuvve; (xiii) the effects of competition on Nuvve’s future business; (xiv) risks related to Nuvve’s dependence on its intellectual property and the risk that Nuvve’s technology could have undetected defects or errors; (xv) changes in applicable laws or regulations; (xvi) the COVID-19 pandemic and its effect directly on Nuvve and the economy generally; (xvii) risks related to disruption of management time from ongoing business operations due to the proposed business combination; (xvii) risks relating to privacy and data protection laws, privacy or data breaches, or the loss of data; and (xix) the possibility that Nuvve may be adversely affected by other economic, business, and/or competitive factors. Should one or more of the risks or uncertainties described in this press release materialize or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the reports that Newborn has filed and will file from time to time with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Newborn’s SEC filings are available publicly on the SEC’s website at www.sec.gov.

Important Information and Where to Find it

In connection with the proposed business combination, Nuvve Holdings, as the successor to Newborn, will file a registration statement on Form S-4 (the “Form S-4”) with the SEC. The Form S-4 will include a preliminary proxy statement/prospectus of Newborn and Nuvve Holdings, which Newborn will file with the SEC as a proxy statement on Schedule 14A, for the solicitation of proxies from Newborn’s shareholders and for the offering of Nuvve Holdings’ securities to the security holders of Newborn and Nuvve in the business combination. Additionally, Newborn and Nuvve Holdings will file other relevant materials with the SEC in connection with the business combination. Copies may be obtained free of charge at the SEC’s web site at www.sec.gov. The definitive proxy statement/prospectus will be mailed to Newborn shareholders as of a record date to be established for voting on the proposed business combination. Investors and security holders of Newborn are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

Participants in the Solicitation

Newborn and its directors and officers may be deemed participants in the solicitation of proxies of Newborn’s shareholders in connection with the proposed business combination. Nuvve and its officers and directors may also be deemed participants in such solicitation. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Newborn’s executive officers and directors in the solicitation by reading Newborn’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and the proxy statement/prospectus and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of Newborn’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, will be set forth in the proxy statement/prospectus relating to the business combination when it becomes available.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval.

Nuvve Press Contact:

Marc Trahand, EVP Marketing
[email protected] 
+1 858 250 9740

Nuvve Investor Relations:

Lytham Partners, LLC
602-889-9700
[email protected]

 

SOURCE Newborn Acquisition Corp.; Nuvve Corporation