Combined Company Will Maintain Industry Leading Scale in Retail, Cultivation & Production
Footprint Provides National Scale with a Deep Regional Focus in Attractive Markets
Expanded Runway for Growth with new Southwest Hub and Expanded Northeast and Southeast Hubs

Combined Consensus 2021E Revenue of $1.2 Billion
Trulieve and Harvest to Host a Joint Conference Call and Webcast today at 8:30 a.m. ET
TALLAHASSEE, Fla. and PHOENIX, May 10, 2021 /PRNewswire/ — Trulieve Cannabis Corp. (“Trulieve” or the “Company”) (CSE: TRUL) (OTC: TCNNF) and Harvest Health & Recreation Inc. (“Harvest”) (CSE: HARV, OTCQX: HRVSF) are pleased to announce they have entered into a definitive arrangement agreement (the  “Arrangement Agreement”) pursuant to which Trulieve will acquire all of the issued and outstanding subordinate voting shares, multiple voting shares and super voting shares (the “Harvest Shares”) of Harvest (the “Transaction”). Under the terms of the Arrangement Agreement, shareholders of Harvest (the “Harvest Shareholders”) will receive 0.1170 of a subordinate voting share of Trulieve (each whole share, a “Trulieve Share”) for each Harvest subordinate voting share (or equivalent) held (the “Exchange Ratio”), representing total consideration of approximately $2.1 billion based on the closing price of the Trulieve Shares on May 7, 2021.

Trulieve, a leading multi-state operator with a focus on the northeast and southeast regions of the United States, and Harvest, a leading multi-state operator with a focus on the west coast and northeast regions of the United States, have built deep, vertically integrated operations in their key markets, becoming leading operators in the United States, the world’s largest regulated cannabis market.
Upon completion of the Transaction, as well as the closing of other previously announced acquisitions by Harvest and Trulieve, the combined business will have operations in 11 states, comprised of 22 cultivation and processing facilities with a total capacity of 3.1 million square feet, and 126 dispensaries serving both the medical and adult-use recreational cannabis markets.
Key Transaction Highlights and Benefits

Increases Scale Across Our Hub Markets – through the creation of the largest U.S. cannabis operator on a combined retail and cultivation footprint basis;
Creates the Most Profitable US MSO – with combined 2020 Adjusted EBITDA of $266 million1,2 and combined 2021E consensus Adjusted EBITDA3 of $461 million, delivering an unparalleled platform for continued growth;
Delivers a Superior Existing Retail and Distribution Model – from a robust retail network of 126 dispensaries across 11 states, the combined company will have leading market shares in Arizona and Florida;
Strong and Expanding Multi-State Presence – bolsters Trulieve’s expansion in US northeast and southeast hubs in Florida, Pennsylvania and Maryland, and establishes a southwest hub in core markets including Arizona, where recreational adult use of cannabis was recently legalized;
Optimizes Nationwide Presence – through well-established retail and wholesale channels across markets, as well as the ability to reach an estimated total addressable market of US$19.3 billion in 2025E (Arcview market estimate);
Adds Premium Brands – to Trulieve’s portfolio of in-house brands and national brand partners with a successful line of products across multiple form factors;
Leverages Expert Operating Teams and Best Practices – from each of Trulieve and Harvest, enhancing operational excellence by combining unparalleled knowledge of, and success in winning, state license application processes and the ability to rapidly bring operations to market; and
Accretive Transaction Reinforces Trulieve’s Leading Financial Metrics – by reinforcing superior financial performance relative to peers through industry-leading margins and strong projected profitable growth.

Management Commentary
“Today’s announcement is the largest and most exciting acquisition so far in our industry, creating the most profitable public multi-state operator.  Importantly, our companies share similar customer values with a focus on going deep in core markets. This combination offers us the opportunity to leverage our respective strong foundations and propel us forward with an unparalleled platform for future growth,” stated Kim Rivers, Chief Executive Officer of Trulieve. “Harvest provides us with an immediate and significant presence in new and established markets and accelerates our entry into the adult use space in Arizona.  Trulieve and Harvest are leaders in our markets, recognized for our innovation, brands, and operational expertise with true depth and scale in our businesses. We look forward to providing best-in-class service to patients and customers on a broader national scale as we create an iconic US cannabis brand.”
“We are thrilled to be joining Trulieve, a company that has achieved unrivaled success and scale in its home state of Florida,” said Steve White, Chief Executive Officer of Harvest.  “As one of the oldest multi-state operators, we believe our track record of identifying and developing attractive market opportunities combined with our recent successful launch of adult use sales in Arizona will add tremendous value to the combined organization as it continues to expand and grow in the coming years.”
Terms of the Transaction
The Transaction will be effected by way of a plan of arrangement pursuant to the Business Corporations Act (British Columbia). Under the terms of the Arrangement Agreement, Trulieve will acquire all of the issued and outstanding Harvest Shares, with each Harvest Shareholder receiving 0.1170 of a Trulieve Share for each Harvest Share, implying a price per Harvest Share of US$4.79, which represents a 34% premium to the May 7, 2021 closing price of the Harvest Shares. After giving effect to the Transaction, Harvest Shareholders will hold approximately 26.7% of the issued and outstanding pro forma Trulieve Shares (on a fully-diluted basis). The Exchange Ratio is subject to adjustment in the event that Harvest completes certain interim period refinancing measures, with the potential adjustment in proportion to the incremental costs from such financing relative to the Transaction value. Additional details of the Transaction will be described in the management information circular and proxy statement (the “Circular”) that will be mailed to Harvest Shareholders in connection with a special meeting of Harvest Shareholders (the “Meeting”) expected to be held in the third quarter to approve the Transaction. 
The Transaction has been unanimously approved by the Boards of Directors of each of Trulieve and Harvest. Harvest Shareholders holding more than 50% of the voting power of the issued and outstanding Harvest Shares have entered into voting support agreements with Trulieve to vote in favor of the Transaction.
The Arrangement Agreement provides for certain customary provisions, including covenants in respect of non-solicitation of alternative transactions, a right to match superior proposals, US$100 million reciprocal termination fees under certain circumstances and reciprocal expense reimbursement provisions in certain circumstances.
The Transaction is subject to, among other things, the approval of the necessary approvals of the Supreme Court of British Columbia, the approval of two-thirds of the votes cast by Harvest Shareholders at the Special Meeting, receipt of the required regulatory approvals, including, but not limited, approval pursuant to the Hart–Scott–Rodino Antitrust Improvements Act, and other customary conditions of closing. Approval of Trulieve Shareholders is not required. Additional details of the Transaction will be provided in the Circular.
The Board of Directors of Harvest (the “Harvest Board”) has unanimously determined, after receiving financial and legal advice and following the receipt and review of a unanimous recommendation of a special committee of independent directors (the “Special Committee”), that the Transaction is in the best interests of Harvest, and that, on the basis of the Fairness Opinion (as defined herein), that the consideration to be received by the Harvest Shareholders is fair, from a financial point of view, to the Harvest Shareholders.
The Harvest Board unanimously recommends that Harvest Shareholders vote in favour of the resolution to approve the Transaction. The Special Committee obtained a fairness opinion from Haywood Securities Inc., (the “Fairness Opinion”) which provides that, as at the date of such opinion and based upon and subject to the assumptions, procedures, factors, limitations and qualifications set forth therein, the consideration to be received by the Harvest Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Harvest Shareholders.
Financial and Legal Advisors
Canaccord Genuity Corp. acted as exclusive financial advisor and DLA Piper (Canada) LLP and Fox Rothschild LLP acted as Canadian and United States legal counsel, respectively, to Trulieve. Canaccord Genuity Corp. also provided a fairness opinion to the Board of Directors of Trulieve.
Moelis & Company LLC acted as financial advisor and Bennett Jones LLP and Troutman Pepper LLP acted as Canadian and United States legal counsel, respectively, to Harvest. Haywood Securities Inc. provided a fairness opinion to the Special Committee.
Conference Call and Investor Presentation 
Trulieve and Harvest will hold a conference call and webcast to discuss the acquisition today at 8:30 AM EDT. The conference call may be accessed by dialing 647-427-7450 or 1-888-231-8191 and entering conference ID 8672609. Access to the webcast will be available at Trulieve.com or https://produceredition.webcasts.com/starthere.jsp?ei=1462748&tp_key=b56ece63d6  In addition, an investor presentation providing an overview of the transaction can be accessed on the Investor Relations page of the Trulieve and Harvest investor websites.
About Harvest Health & Recreation Inc.

Headquartered in Tempe, Arizona, Harvest Health & Recreation Inc. is a vertically integrated cannabis company and multi-state operator. Since 2011, Harvest has been committed to expanding its retail and wholesale presence throughout the U.S., acquiring, manufacturing, and selling cannabis products for patients and consumers in addition to providing services to retail dispensaries. Through organic license wins, service agreements, and targeted acquisitions, Harvest has assembled an operational footprint spanning multiple states in the U.S. Harvest’s mission is to improve lives through the goodness of cannabis. We hope you’ll join us on our journey: https://harvesthoc.com.
About Trulieve
Trulieve is primarily a vertically integrated “seed-to-sale” company in the U.S. and is the first and largest fully licensed medical cannabis company in the State of Florida. Trulieve cultivates and produces all of its products in-house and distributes those products to Trulieve-branded dispensaries throughout the State of Florida, as well as directly to patients via home delivery. Trulieve is also a licensed operator in California, Massachusetts, Connecticut, Pennsylvania, and West Virginia. Trulieve is listed on the Canadian Securities Exchange under the symbol TRUL and trades on the OTCQX Best Market under the symbol TCNNF.
To learn more about Trulieve, visit www.Trulieve.com.
Forward-Looking Statements
This news release includes forward-looking information and statements within the meaning of the Private Securities Litigation Reform Act of 1995.

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TORONTO, May 10, 2021 (GLOBE NEWSWIRE) — Digihost Technology Inc. (“Digihost” or the “Company”) (TSXV: DGHI; OTCQB: HSSHF) is pleased to announce that further to its disclosure on April 14, 2021 of its intention to seek access to a larger U.S. equity exchange, the Company is currently in the advanced stages of the application process for a listing of its securities on the Nasdaq Stock Exchange (the “NASDAQ”). In conjunction with the application process, the Company expects to file a registration statement with the Securities and Exchange Commission in the near-term.
Stock Market ListingSince the beginning of the year, due to increasing investor demand, the Company decided to pursue an additional exchange listing for its shares on a larger U.S. stock exchange. In early February, the Company announced that its listing in the U.S. market had been upgraded from the OTC Pink Sheets to the OTCQB. Thereafter in March, the Company submitted an initial application for a listing on the NASDAQ. The NASDAQ listing application process is subject to a number of listing requirements and regulatory approvals, and as such there can be no assurances that a listing will be granted.
Business StrategyBeginning in November of 2020, there has been a substantial improvement in the cryptocurrency sector and this period has been transformative for Digihost, as the Company continues to achieve many significant milestones in its evolution to become a top tier blockchain technology company. A cornerstone of the Company’s business strategy has been and continues to be the mining and holding of Bitcoin (“BTC”) as efficiently as possible through the strategic acquisition of latest generation BTC miners and the vertical integration of low-cost sources of clean energy. The Company is actively pursuing opportunities to expand its hashrate to over 1EH by the end of 2021 and potentially to 3EH during the first half of 2022 by filling the hashing capacity which will be created by the recent acquisition of a 60MW power plant. Digihost is also exploring opportunities to expand its infrastructure by geographically diversifying in both the United States and Canada.
Digihost continually evaluates market trends in the blockchain and cryptocurrency space and seeks to manage risk and capitalize on opportunities to enhance shareholder value. As such, the Company is pleased to report that it has recently adopted plans to expand its operations and business strategy to include Ethereum technology and Ether (“ETH”) as a cryptocurrency in its portfolio. The adoption of Ethereum technology will also contribute to the lowering of the Company’s carbon footprint. In addition to its strong BTC mining operations, the Company has the resources and capabilities to diversify into Ethereum technology, which has broad applications and significant potential for growth. The Company currently holds a balance of 563.88 ETH.
Michel Amar, the Company’s CEO, stated: “We are excited to report on the status of our NASDAQ listing application. Having access to a more liquid stock exchange in the United States, will attract broader institutional interest in the Company’s shares and provide Digihost with greater access to capital necessary to fund our aggressive growth strategy over the next several years. We are also pleased to share our plans to geographically expand, and diversify our operations to include Ethereum technology as part of our growth strategy. We believe Bitcoin and Ethereum have a strong outlook and will position the Company to be able to capitalize on current market trends, in order to generate increased value for our shareholders.”
About Digihost Technology Inc.
Digihost Technology Inc. is a growth-oriented blockchain technology company primarily focused on Bitcoin mining. The Company’s mining facilities are located in Upstate New York, and are equipped with 78.7 MW of low-cost power with the option to expand to 102MW. The Company is currently hashing at a rate of 200PH with potential to expand to a rate of 3EH upon the completion of the previously announced acquisition of a 60MW power plant.
For further information, please contact:
Digihost Technology Inc.www.digihost.caMichel Amar, Chief Executive OfficerEmail: [email protected]
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
Except for the statements of historical fact, this news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) that is based on expectations, estimates and projections as at the date of this news release. Forward-looking information in this news release includes information about listing on Nasdaq, hashrate expansion, diversification of operations to include Ethereum technology, potential further improvements to profitability and efficiency across mining operations, potential for the Company’s long-term growth, and the business goals and objectives of the Company. Factors that could cause actual results, performance or achievements to differ materially from those described in such forward-looking information include, but are not limited to: risks relating to completion of the Nasdaq listing process, continued effects of the COVID19 pandemic may have a material adverse effect on the Company’s performance as supply chains are disrupted and prevent the Company from operating its assets; a decrease in cryptocurrency pricing, volume of transaction activity or generally, the profitability of cryptocurrency mining; further improvements to profitability and efficiency may not be realized; the digital currency market; the Company’s ability to successfully mine digital currency on the cloud; the Company may not be able to profitably liquidate its current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on the Company’s operations; the volatility of digital currency prices; and other related risks as more fully set out in the Annual Information Form of the Company and other documents disclosed under the Company’s filings at www.sedar.com. The forward-looking information in this news release reflects the current expectations, assumptions and/or beliefs of the Company based on information currently available to the Company. In connection with the forward-looking information contained in this news release, the Company has made assumptions about: the current profitability in mining cryptocurrency (including pricing and volume of current transaction activity); profitable use of the Company’s assets going forward; the Company’s ability to profitably liquidate its digital currency inventory as required; historical prices of digital currencies and the ability of the Company to mine digital currencies on the cloud will be consistent with historical prices; and there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company’s normal course of business. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

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Skybound Wealth Management USA has received approval of its investment adviser application registration with the US Securities and Exchange Commission (SEC), paving the way to “provide advice across all 50 states”.
It signalled specific nearer-term plans to expand its geographic presence to be closer to clients across the whole country by opening offices New York and Dallas in the next 18 months.

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Over the last year, it said the business had seen significant upgrades to the overall client proposition, expansion of existing offices in Miami, and opening of a new west coast office in Henderson.

Following four years of continuous growth, becoming registered in our own right was a natural step to take.”

Lyon Botha, chief executive of Skybound Wealth Management said: “Investor protection and peace of mind are central to everything we do as a company. And following four years of continuous growth, becoming registered in our own right was a natural step to take.
He added: “We feel it’s important to facilitate a strong working synergy between operations and compliance and bringing them under the same roof allows us to do just that.”In addition to being registered with the SEC, Botha said it was “important to have the highest internal standards relating to compliance and advisor training”.
“We take our role as fiduciaries very seriously. As such, all Skybound Advisors are registered with the SEC and are appropriately supervised by a Chief Compliance Officer with over forty years’ experience within the wealth management and investment sector.”Botha further said: “We have a number of advisors waiting in the wings to move over to the US once visa applications reopen, and we are keen to hear from advisors already in or looking to move to the US that are SEC registered.”
Skybound Wealth Management is an independent financial adviser firm with offices in the UAE, Switzerland, USA and the UK.Skybound Capital is a global wealth management business, licensed and regulated in London, Hong Kong, Mauritius, Australia and South Africa that provides a diverse and unique range of investment products for family offices, private clients, advisors and institutions.

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SEOUL, South Korea, May 10, 2021 /PRNewswire/ — Magnachip Semiconductor Corporation (NYSE: MX) (“Magnachip” or the “Company”) today announced financial results for the first quarter 2021.
“Magnachip delivered solid quarterly results despite the industry-wide supply constraints. Our revenue came in above the midpoint of the company’s Q1 revenue guidance range, driven by strong growth in the Power solutions business. Gross profit margin exceeded the high-end of our expectations due to the improved product mix and higher utilization,” said YJ Kim, Magnachip’s chief executive officer.
Due to the pending merger with an investment vehicle formed by an affiliate of Wise Road Capital LTD pursuant to a definitive agreement executed on March 25, 2021, Magnachip will not be hosting a quarterly earnings conference call and has suspended the practice of providing forward-looking guidance. Please review the ‘Investors’ section of the Company’s website for the quarterly financial results and SEC filings for the latest updates on the pending transaction.

Q1 2021 Financial Highlights

 
In thousands of US dollars, except share data

GAAP

Q1 2021

Q4 2020

Q/Q change

Q1 2020

Y/Y change

Revenues

Standard Products Business

Display Solutions

58,895

82,705

down

28.8%

77,593

down

24.1%

Power Solutions

54,011

46,861

up

15.3%

33,143

up

63.0%

Transitional Fab 3 Foundry Services(1)

10,113

13,379

down

24.4%

9,737

up

3.9%

Gross Profit Margin

27.9%

26.9%

up

1.0% pts

24.2%

up

3.7% pts

Operating Income (Loss) (2)

(2,091)

9,206

down

122.7%

5,965

down

135.1%

Net Income (Loss) (3)

(7,473)

66,581

down

111.2%

(23,749)

up

68.5%

Basic Earnings (Loss) per Common Share

(0.19)

1.87

down

110.2%

(0.68)

up

72.1%

Diluted Earnings (Loss) per Common Share

(0.19)

1.45

down

113.1%

(0.68)

up

72.1%

 
In thousands of US dollars, except share data

Non-GAAP(3)

Q1 2021

Q4 2020

Q/Q change

Q1 2020

Y/Y change

Adjusted Operating Income

9,971

15,355

down

35.1%

7,281

up

36.9%

Adjusted EBITDA

13,504

18,582

down

27.3%

9,895

up

36.5%

Adjusted Net Income

9,346

17,268

down

45.9%

1,092

up

755.9%

Adjusted Earnings per Common Share—Diluted

0.22

0.40

down

45.0%

0.03

up

633.3%

(1)     Following the consummation of the sale of the Foundry Services Group business and Fab 4 in Q3 2020, and for a period of up to 
          three years, the Company will provide transitional foundry services to the buyer for foundry products manufactured in the Company’s 
          fabrication facility located in Gumi (“Transitional Fab 3 Foundry Services”). Management believes that disclosing revenue of 
          Transitional Fab 3 Foundry Services separately from the standard products business allows investors to better understand the 
          results of our core standard products display solutions and power solutions businesses.
 
(2)     In Q1 2021, operating loss of $2.1 million included non-recurring professional fees and certain transaction related expenses of $9.8 
          million in connection with a definitive agreement (the “Merger Agreement”) that the Company entered into with South Dearborn 
          Limited, an exempted company incorporated in the Cayman Islands with limited liability (“Parent”), formed by an affiliate of Wise 
          Road Capital LTD, and Michigan Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (“Merger 
          Sub”). The Merger Agreement provides that, among other things, Merger Sub will be merged with and into the Company (the 
          “Merger”), with the Company continuing its corporate existence as the surviving corporation in the Merger and becoming a wholly 
          owned subsidiary of Parent.
 
(3)     In Q4 2020, total net income of $66.6 million included one-time recognition of deferred tax benefits of $43.9 million.
 
(4)     Non-GAAP financial measures are calculated based on the results from continuing operations. Management believes that non-
          GAAP financial measures, when viewed in conjunction with GAAP results, can provide a meaningful understanding of the factors 
          and trends affecting Magnachip’s business and operations and assist in evaluating our core operating performance. However, such 
          non-GAAP financial measures have limitations and should not be considered as a substitute for net income from continuing 
          operations or as a better indicator of our operating performance than measures that are presented in accordance with GAAP. A 
          reconciliation of GAAP results to non-GAAP results is included in this press release.

Safe Harbor for Forward-Looking Statements
Information in this release regarding Magnachip’s forecasts, business outlook, expectations and beliefs are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. All forward-looking statements included in this release are based upon information available to Magnachip as of the date of this release, which may change, and we assume no obligation to update any such forward-looking statements. These statements are not guarantees of future performance and actual results could differ materially from our current expectations. Factors that could cause or contribute to such differences include the possibility that any or all of the conditions precedent to the consummation of the pending merger may not be satisfied or waived; unanticipated difficulties or expenditures relating to the proposed merger; that the merger may not be completed in a timely manner or at all; the diversion of and attention of Magnachip’s management on merger-related issues; legal proceedings, judgments or settlements following the announcement of the proposed merger; disruptions of current plans and operations caused by the announcement and pendency of the proposed merger; potential difficulties in employee retention due to the announcement and pendency of the proposed merger; the response of customers, suppliers, business partners and regulators to the announcement of the proposed merger; the impact of changes in macroeconomic and/or general economic conditions, including those caused by or related to the COVID-19 outbreak, recessions, economic instability and the outbreak of disease; the impact of competitive products and pricing; timely design acceptance by our customers; timely introduction of new products and technologies; ability to ramp new products into volume production; industry wide shifts in supply and demand for semiconductor products; industry and/or company overcapacity; effective and cost efficient utilization of manufacturing capacity; financial stability in foreign markets and the impact of foreign exchange rates; unanticipated costs and expenses or the inability to identify expenses which can be eliminated; compliance with U.S. and international trade and export laws and regulations by us and our distributors; change or ratification of local or international laws and regulations, including those related to environment, health and safety; public health issues, including the COVID-19 pandemic; other business interruptions that could disrupt supply or delivery of, or demand for, Magnachip’s products, including uncertainties regarding the impacts of the COVID-19 pandemic that may result in factory closures, reduced workforces, scarcity of raw materials and goods produced in infected areas, as well as reduced consumer and business spending affecting demand for Magnachip’s products due to government and private sector mandatory business closures, travel restrictions or the like to prevent the spread of disease; and other risks detailed from time to time in Magnachip’s filings with the SEC, including our Form 10-K filed on March 9, 2021 (including that the impact of the COVID-19 pandemic, trade tensions and supply constraints may also exacerbate the risks discussed therein) and subsequent registration statements, amendments or other reports that we may file from time to time with the Securities and Exchange Commission and/or make available on our website. Magnachip assumes no obligation and does not intend to update the forward-looking statements provided, whether as a result of new information, future events or otherwise.
About Magnachip Semiconductor 
Magnachip is a designer and manufacturer of analog and mixed-signal semiconductor platform solutions for communications, IoT, consumer, industrial and automotive applications. The Company provides a broad range of standard products to customers worldwide. Magnachip, with more than 40 years of operating history, owns a portfolio of approximately 1,200 registered patents and pending applications, and has extensive engineering, design and manufacturing process expertise. For more information, please visit www.magnachip.com. Information on or accessible through Magnachip’s website is not a part of, and is not incorporated into, this release.

 
MAGNACHIP SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands of U.S. dollars, except share data)
(Unaudited)
 

Three Months Ended

March 31,

December 31,

March 31,

2021

2020

2020

Revenues:

Net sales – standard products business

$

112,906

$

129,566

$

110,736

Net sales – transitional Fab 3 foundry services

10,113

13,379

9,737

Total revenues

123,019

142,945

120,473

Cost of sales:

Cost of sales – standard products business

79,247

92,503

81,606

Cost of sales – transitional Fab 3 foundry services

9,390

11,981

9,737

Total cost of sales

88,637

104,484

91,343

Gross profit

34,382

38,461

29,130

Gross profit as a percentage of standard products

business net sales

29.8%

28.6%

26.3%

Gross profit as a percentage of total revenues

27.9%

26.9%

24.2%

Operating expenses:

Selling, general and administrative expenses

12,634

12,576

12,102

Research and development expenses

13,423

11,604

10,509

Early termination and other charges

10,416

5,075

554

Total operating expenses

36,473

29,255

23,165

Operating income (loss)

(2,091)

9,206

5,965

Interest expense

(1,041)

(1,625)

(5,607)

Foreign currency gain (loss), net

(4,671)

13,256

(30,971)

Loss on early extinguishment of borrowings, net

—

(766)

—

Other income, net

620

767

838

Income (loss) from continuing operations before

income tax expense

(7,183)

20,838

(29,775)

Income tax expense (benefit)

290

(47,064)

1,303

Income (loss) from continuing operations

(7,473)

67,902

(31,078)

Income (loss) from discontinued operations, net of tax

—

(1,321)

7,329

Net income (loss)

$

(7,473)

$

66,581

$

(23,749)

Basic earnings (loss) per common share—

Continuing operations

$

(0.19)

$

1.91

$

(0.89)

Discontinued operations

—

(0.04)

0.21

Total

$

(0.19)

$

1.87

$

(0.68)

Diluted earnings (loss) per common share—

Continuing operations

$

(0.19)

$

1.47

$

(0.89)

Discontinued operations

—

(0.02)

0.21

Total

$

(0.19)

$

1.45

$

(0.

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LONDON, May 10, 2021 /PRNewswire/ — Clarivate Plc (NYSE: CLVT) (the “Company” or “Clarivate”), a global leader in providing trusted information and insights to accelerate the pace of innovation, today announced that it reaffirmed its 2021 outlook for Adjusted revenues(1), Adjusted EBITDA(1), Adjusted EBITDA margin(1) and Adjusted free cash flow(1) and issued its 2021 Adjusted diluted EPS(1) outlook. Additionally, the Company filed its Form 10-Q for the period ending March 31, 2021 and an amendment to its Annual Report on Form 10-K for the period ending December 31, 2020.
As previously disclosed, following consideration of an April 12, 2021 announcement by the Securities and Exchange Commission that is broadly applicable to warrants issued by special purpose acquisition companies (“SPACs”), the Company concluded that certain of its warrants, originally issued by the SPAC that the Company merged with in 2019, should be classified as liabilities in the Company’s financial statements prepared according to generally accepted accounting principles (“GAAP”). The Company has filed restated financial statements for the years ended December 31, 2020 and 2019 and the quarterly periods ended September 30, 2020, June 30, 2020, March 31, 2020, September 30, 2019 and June 30, 2019. This change did not affect previously reported GAAP revenues, loss from operations, long-term debt or cash flows from operating activities, or the Non-GAAP measures including Adjusted EBITDA, Free Cash Flow or Adjusted Free Cash Flow.
The Company also issued its first quarter 2021 per share information. For the first quarter 2021, net loss was $24.0 million or ($0.04) per diluted share, compared to a loss of $129.6 million or ($0.38) per diluted share for the prior year period. Adjusted net income for the first quarter 2021 increased to $88.4 million or $0.14 per diluted share, compared to $25.5 million or $0.07 per diluted share for the prior year period.
Outlook for 2021 (forward-looking statement) 
The full year 2021 updated outlook presented below assumes no further currency movements, acquisitions, divestitures, or unanticipated events.
The below outlook includes Non-GAAP measures. Please see “Reconciliation to Certain Non-GAAP measures” presented below for important disclosure and reconciliations of these financial measures to the most directly comparable GAAP measure. These terms are defined elsewhere in this earnings press release.

Outlook

Adjusted revenues

$1.79B to $1.84B

Adjusted EBITDA

$790M to $825M

Adjusted EBITDA margin

44% to 45%

Adjusted diluted EPS

$0.74 to $0.79

Adjusted free cash flow

$450M to $500M

(1)

Non-GAAP Measures – Please see “Reconciliation to Certain Non-GAAP measures” in this press release for important disclosures and reconciliations of these financial measures to the most directly comparable GAAP measure. These terms are defined elsewhere in this press release.

Use of Non-GAAP Financial Measures
Non-GAAP results are not presentations made in accordance with U.S. generally accepted accounting principles (“GAAP”) and are presented only as a supplement to our financial statements based on GAAP. Non-GAAP financial information is provided to enhance the reader’s understanding of our financial performance, but none of these non-GAAP financial measures are recognized terms under GAAP.  They are not measures of financial condition or liquidity, and should not be considered as an alternative to profit or loss for the period determined in accordance with GAAP or operating cash flows determined in accordance with GAAP. As a result, you should not consider such measures in isolation from, or as a substitute for, financial measures or results of operations calculated or determined in accordance with GAAP.
We use non-GAAP measures in our operational and financial decision-making. We believe that such measures allow us to focus on what we deem to be a more reliable indicator of ongoing operating performance and our ability to generate cash flow from operations and we also believe that investors may find these non-GAAP financial measures useful for the same reasons. Non-GAAP measures are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies comparable to us, many of which present non-GAAP measures when reporting their results. These measures can be useful in evaluating our performance against our peer companies because we believe the measures provide users with valuable insight into key components of GAAP financial disclosures. However, non-GAAP measures have limitations as analytical tools and because not all companies use identical calculations, our presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies.
Definitions and reconciliations of non-GAAP measures, such as Adjusted Revenues, EBITDA, Adjusted EBITDA, Adjusted diluted EPS, Free Cash Flow, and Adjusted Free Cash Flow to the most directly comparable GAAP measures are provided within the schedules attached to this release.  Our presentation of non-GAAP measures should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that any projections and estimates will be realized in their entirety or at all. 
Forward-Looking Statements
This communication contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future business, events, trends, contingencies, financial performance, or financial condition, appear at various places in this communication and may use words like “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “see,” “seek,” “should,” “strategy,” “strive,” “target,” “will,” and “would” and similar expressions, and variations or negatives of these words. Examples of forward-looking statements include, among others, statements we make regarding: guidance outlook and predictions relating to expected operating results, such as revenue growth and earnings; strategic actions such as acquisitions, joint ventures, and dispositions, including the anticipated benefits therefrom, and our success in integrating acquired businesses; anticipated levels of capital expenditures in future periods; our ability to successfully realize cost savings initiatives and transition services expenses; our belief that we have sufficiently liquidity to fund our ongoing business operations; expectations of the effect on our financial condition of claims, litigation, environmental costs, the COVID-19 pandemic and governmental responses thereto, contingent liabilities, and governmental and regulatory investigations and proceedings; and our strategy for customer retention, growth, product development, market position, financial results, and reserves. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include those factors discussed under the caption “Risk Factors” in our most recent annual report on Form 10-K, as amended, along with our other filings with the U.S. Securities and Exchange Commission (“SEC”). However, those factors should not be considered to be a complete statement of all potential risks and uncertainties. Additional risks and uncertainties not known to us or that we currently deem immaterial may also impair our business operations. Forward-looking statements are based only on information currently available to our management and speak only as of the date of this communication. We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Please consult our public filings with the SEC or on our website at www.clarivate.com.  
About Clarivate
Clarivate™ is a global leader in providing solutions to accelerate the lifecycle of innovation. Our bold mission is to help customers solve some of the world’s most complex problems by providing actionable information and insights that reduce the time from new ideas to life-changing inventions in the areas of science and intellectual property. We help customers discover, protect and commercialize their inventions using our trusted subscription and technology-based solutions coupled with deep domain expertise.   For more information, please visit clarivate.com.
Reconciliation to Certain Non-GAAP Measures
(Amounts in tables may not sum due to rounding)
Adjusted Revenues
Adjusted Revenues excludes the impact of the deferred revenues purchase accounting adjustment (primarily recorded in connection with recent acquisitions).
The following table presents our calculation of Adjusted Revenues for the Outlook for 2021 and reconciles this measure to our Revenues, net for the same period:

Year Ending December 31, 2021
(Forecasted)

(in millions)

Low

High

Revenues, net

$

1,786.4

$

1,836.4

Deferred revenues adjustment(1)

3.6

3.6

Adjusted revenues, net

$

1,790.0

$

1,840.0

 (1) 

Reflects the deferred revenues adjustment made as a result of purchase accounting.

Adjusted EBITDA
Adjusted EBITDA is calculated using net (loss) income before provision for income taxes, depreciation and amortization and interest income and expense adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income), share-based compensation, unrealized foreign currency gains/(losses), transition services agreement costs entered into with Thomson Reuters in 2016 (“Transition Services Agreement”), separation and integration costs, transformational and restructuring expenses, acquisition-related adjustments to deferred revenues, non-cash income/(loss) on equity and cost method investments, non-operating income or expense, the impact of certain non-cash and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance, and certain unusual items impacting results in a particular period.
The following table presents our calculation of Adjusted EBITDA for the Outlook for 2021 and reconciles this measure to our Loss from operations for the same period:

Year Ending December 31, 2021
(Forecasted)

(in millions)

Low

High

Net loss

$

(2.5)

$

32.5

Provision for income taxes

29.4

29.4

Depreciation and amortization

545.8

545.8

Interest, net

151.3

151.

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Autonomous Trucking Technology Company Plans to Start Mass Production in 2021Proprietary Full-Stack Level 4 (“L4”) Software is Behind the Decision-Making Required to Autonomously, Safely and Intelligently Drive the VehiclePost-Combination Represents Market Capitalization of $3.3 Billion for PlusPlus to Add Up to Approximately $500 Million in Gross Proceeds to Accelerate Commercialization and Expand Global OperationsTransaction Supported by $150 Million PIPE, Including Investments From Funds and Accounts Managed by BlackRock and the D. E. Shaw Group, Among Other Institutional Investors

CUPERTINO, Calif. and NEW YORK, May 10, 2021 (GLOBE NEWSWIRE) — Plus (formerly Plus.ai) (the “Company”), a global provider of self-driving truck technology, announced it has entered into a definitive business combination agreement with Hennessy Capital Investment Corp. V (NASDAQ: HCIC) (“HCIC V” or “Hennessy Capital”), a publicly traded special purpose acquisition company. Upon closing, Plus will be a publicly traded company and its common stock is expected to trade on the NYSE under the ticker symbol “PLAV”. The transaction represents a post-combination market capitalization of approximately $3.3 billion for Plus upon closing.

Self-Driving Truck Developer Plans to Start Mass Production of an Autonomous Driving System

Plus is a global provider of self-driving truck technology that makes trucks safer, more efficient, more comfortable, and better for our environment. Plus’s cutting-edge autonomous driving technology solution is comprised of three pillars, including:

Proprietary full-stack “L4” software behind the decision-making required to autonomously, safely and intelligently drive the vehicle;A mass-production ready, low cost, high-performance hardware platform that enables a truck to drive autonomously; andA data engine that leverages real-world driving data to continuously upgrade algorithms and ultimately reach L4 autonomy.

PlusDrive uses advanced sensing technologies, including radar, LiDAR, and cameras to provide a 360-degree sensing system. Data gathered through the sensors help the system identify objects nearby, plan its course, predict the movement of those objects, and finally control the vehicle to make its next move safely. Plus’s advanced multi-modal sensor system solves vibration and long-range camera drift problems for mass production as well as adequately addresses adverse weather and lighting for commercial deployment. A link to a video of Plus’s autonomous driving solution and other additional materials can be found on its investor relations page at www.plus.ai/investors.

The Company plans to begin mass production of an autonomous driving solution, PlusDrive, starting in 2021 with FAW, the world’s largest heavy-truck manufacturer, which produced more heavy-duty trucks in 2020 than both the U.S and European markets. In addition, Plus is working with some of the largest fleets in the U.S. and China to pilot commercial freight operations. The Company is also working with IVECO, one of the top global truck manufacturers in the world, to jointly develop autonomous trucks that will be deployed across China, Europe and other geographies.

Management Comments

“All of us at Plus are inspired each day to help make heavy trucks safer and more comfortable, reduce operational costs for fleets, and make our world greener. We are on track to start mass production of autonomous trucks this year,” said David Liu, CEO and Co-founder of Plus. “This transaction enables Plus to continue growing our business globally, so that fleets and drivers can benefit from our revolutionary technology and usher in a new generation of innovation. At the same time, the transaction introduces a partner in HCIC V that shares our focus on sustainable technology and infrastructure, is aligned on our growth and value creation objectives, and recognizes the challenges trucking companies face today. We look forward to working closely with the HCIC V team as we move to commercial deployment and deliver value for drivers, customers and shareholders.”

“We are excited to partner with Plus on their mission to make long-haul trucking safer, cheaper, and better for the environment,” said Daniel J. Hennessy, Chairman and CEO of HCIC V. “HCIC V was formed with the goal of merging with a company that provides sustainable technologies. While we evaluated a number of potential partners, Plus stood out for its unique AI-powered autonomous trucking technology, its partnerships with OEMs and world-class customers, and its strategic roadmap to start the broad commercialization of its intelligent transportation solutions today. We look forward to collaborating with David and his team of experts in automotive safety, self-driving technology, artificial intelligence, robotics, cybersecurity and product development, as Plus transforms the global freight market with a safe self-driving trucking system and creates shareholder value.”

Well Positioned to Capitalize on the Autonomous Freight Opportunity

Significant Addressable Market Opportunity and Impact: The market opportunity for autonomous long-haul trucking has been estimated at approximately $1.2 trillion for the United States and China, while the total addressable global freight market is expected to be approximately $4 trillion. In addition, Plus’s Supervised Level 4 (“SL4”) PlusDrive solution provides significant value to its customers and accelerates the development of the Company’s L4 fully autonomous system. SL4 is expected to increase fleet operator’s gross profit per truck by 30% to 70%. Strategic Leader in Commercialization: In China, Plus will power the flagship product of FAW starting this year with the mass production of the FAW J7L3, which was jointly developed by Plus and FAW. In the U.S., Plus was selected as the provider of 1,000 autonomy-enabled trucks to one of the largest private truck fleets and has already started delivering its initial batch of PlusDrive-enabled retro-fit units. Plus has a clear roadmap and established partnerships to power tens of thousands of supervised autonomous trucks in the next few years and plans to reach full autonomy with L4 trucks by the end of 2024. In addition, Plus’s proprietary software has been commercially validated by customers in the U.S. and China, and thousands of units have already been ordered or pre-ordered globally. Scalable and Profitable Path to Driver-out Autonomy: Plus expects to start generating revenue in 2021 from mass-produced and retrofitted trucks as the Company begins its SL4 truck production and delivery in China and the U.S. in 2021. Over time and through billions of real-world miles, Plus expects to collect the data required to demonstrate the safety of PlusDrive to be operated without a driver. Providing Sustainability Benefits: The Company’s technology delivers a multitude of benefits in terms of improved safety, efficiency, reliability, comfort, and sustainability. Its L4 autonomous driving system will make the roads safer while reducing operating costs by approximately 38%, and reducing carbon emissions by approximately 1.1 million tons between 2021 and 2024. Its L4 system is also projected to improve asset utilization, increasing revenue per truck by 100%. At the same time, with proprietary algorithms that are constantly optimizing fuel use, PlusDrive-enabled trucks save an estimated 10% to 20% in fuel costs.

Business Combination Overview

The proposed business combination has been unanimously approved by the Boards of Directors of both Plus and HCIC V and is expected to close in the third quarter of 2021, subject to the satisfaction of the necessary regulatory approvals and customary closing conditions, including the approval of HCIC V’s shareholders.

The business combination is expected to deliver up to approximately $500 million in gross proceeds at closing, including approximately $345 million of cash held in HCIC V’s trust account from its initial public offering in January 2021, assuming no redemptions by HCIC V’s public stockholders. The business combination is further supported by a fully committed common stock PIPE at $10.00 per share of $150 million, including investments from funds and accounts managed by BlackRock and the D. E. Shaw group, among other institutional investors. Under the terms of the business combination, Plus’s existing shareholders will convert 100% of their ownership stakes into the combined company and are expected to own approximately 80% of the post-combination company at close.

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 HCIC V today with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov.

Goldman Sachs is acting as exclusive financial advisor and Linklaters LLP and Kirkland & Ellis LLP are acting as legal counsel to Plus. Barclays Capital Inc. is acting as financial and capital markets advisor and Sidley Austin LLP is acting as legal counsel to Hennessy Capital Investment Corp. V. Goldman Sachs and Barclays Capital Inc. are acting as joint placement agents and Shearman & Sterling LLP is acting as their legal counsel with respect to the PIPE.

Conference Call Information

Plus and Hennessy Capital Investment Corp. V will host a joint investor conference call to discuss the proposed business combination and review the investor presentation today, May 10, 2021, at 8:30 am Eastern Time.

A live webcast of the conference call and associated presentation materials will be accessible on HCIC V’s website at www.hennessycapllc.com and on Plus’s investor relations page at www.plus.ai/investors. A replay of the conference call will be available after completion of the conference call and can be accessed on the investor relations pages.

About Plus

Plus is an autonomous driving technology company headquartered in Silicon Valley and founded in 2016 by serial entrepreneurs and industry veterans who have extensive experience in automotive technology and artificial intelligence. Plus is enabling trucks with its mass-production ready, low-cost, and high-performance full-stack Level 4 autonomous driving technology to make long-haul trucking safer, more efficient, and more sustainable. Mass production and global deployment of its supervised autonomous driving system, which reduces fuel consumption by an estimated 10-20% compared to a traditional truck, is planned to start in 2021. The Company is also collaborating with leading truck manufacturers, fleets, and ecosystem partners to drive the development of decarbonization transportation solutions including autonomous trucks powered by natural gas. For more information, please visit www.plus.ai or follow us on LinkedIn or YouTube.

About Hennessy Capital Investment Corp. V

Hennessy Capital Investment Corp. V is a special purpose acquisition company (or SPAC) which raised $345 million in its IPO in January 2021 and is listed on the Nasdaq Capital Market (NASDAQ: HCIC). Hennessy Capital Investment Corp. V was founded by Daniel J. Hennessy to pursue an initial business combination, with a specific focus on businesses in the sustainable industrial technology and infrastructure industries. For more information, please visit www.hennessycapllc.com.

Forward-Looking Statements

The information in this press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995.

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HSINCHU, May 10, 2021 /PRNewswire-FirstCall/ — ChipMOS TECHNOLOGIES INC. (“ChipMOS” or the “Company”) (Taiwan Stock Exchange: 8150 andNASDAQ: IMOS), an industry leading provider of outsourced semiconductor assembly and test services (“OSAT”), today reported its unaudited consolidated revenue for the month of April 2021. All U.S. dollar figures cited in this press release are based on the exchange rate of NT$27.90 to US$1.00 as of April 30, 2021.
Revenue for the month of April 2021 was NT$2,283.4 million or US$81.8 million, an increase of 23.1% compared to April 2020 and a decrease of 2.6% compared to March 2021. This represented a record level for the month of April, as the Company continues to benefit from strong demand growth and better ASPs across its business. The Company noted capacity remains tightened for its high-end DDIC test and memory lines, which continues to provide a positive operating backdrop.

Consolidated Monthly Revenues (Unaudited)

April 2021

March 2021

April 2020

MoM Change

YoY Change

Revenues
(NT$ million)

2,283.4

2,344.6

1,854.3

-2.6%

23.1%

Revenues
(US$ million)

81.8

84.0

66.5

-2.6%

23.1%

About ChipMOS TECHNOLOGIES INC.:
ChipMOS TECHNOLOGIES INC. (“ChipMOS” or the “Company”) (Taiwan Stock Exchange: 8150 andNASDAQ: IMOS) (https://www.chipmos.com) is an industry leading provider of outsourced semiconductor assembly and test services. With advanced facilities in Hsinchu Science Park, Hsinchu Industrial Park and Southern Taiwan Science Park in Taiwan, ChipMOS provide assembly and test services to a broad range of customers, including leading fabless semiconductor companies, integrated device manufacturers and independent semiconductor foundries. 
Forward-Looking Statements
This press release may contain certain forward-looking statements. These forward-looking statements may be identified by words such as ‘believes,’ ‘expects,’ ‘anticipates,’ ‘projects,’ ‘intends,’ ‘should,’ ‘seeks,’ ‘estimates,’ ‘future’ or similar expressions or by discussion of, among other things, strategy, goals, plans or intentions. These statements may include financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, products and services, and statements regarding future performance. Actual results may differ materially in the future from those reflected in forward-looking statements contained in this document, due to various factors, including the ongoing impact of COVID-19. Further information regarding these risks, uncertainties and other factors are included in the Company’s most recent Annual Report on Form 20-F filed with the U.S. Securities and Exchange commission (the “SEC”) and in the Company’s other filings with the SEC.
Contacts:
In Taiwan
Jesse Huang
ChipMOS TECHNOLOGIES INC.
+886-6-5052388 ext. 7715
[email protected]
In the U.S.
David Pasquale
Global IR Partners
+1-914-337-8801
[email protected]
SOURCE ChipMOS TECHNOLOGIES INC.

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MONCTON, New Brunswick–(BUSINESS WIRE)–May 10, 2021–
Organigram Holdings Inc. (“Organigram” or the “Company”) (TSX: OGI) (NASDAQ: OGI), the parent company of Organigram Inc., a leading producer of cannabis, is pleased to announce the appointment of Borna Zlamalik as the Company’s Vice President of Innovation. Mr. Zlamalik will assume his new role effective today.
In his new role, Mr. Zlamalik will draw upon his international expertise in cannabis and cannabinoid-based product advancement, commercialization, and pricing strategy to direct consumer product innovation. As the Company’s Vice President, Innovation, Mr. Zlamalik will oversee all R&D and product development. He will also sit as one of Organigram’s representatives on the Steering Committee for the recently announced Center of Excellence.

Mr. Zlamalik is an accomplished consumer packaged goods marketer, most recently serving as Vice President, Marketing & Communications, for The Valens Company. In that role, he focused on recreational, health and wellness, therapeutic and medical product development and brand marketing.
Mr. Zlamalik has also held senior roles as Scientific Regulatory Affairs Director and Director of Global Strategy and Innovation at JT International SA and Head of Marketing at JTI Macdonald Corp. His distinguished career as a senior advertising executive has included supporting the creative success of brands such as BMW Group Canada, Bacardi, Coors Light and Fujifilm, among others.
“As we continue to expand our product portfolio and foster new, industry-leading partnerships, Borna’s focus on growth and innovation, along with his experience with speed to market management, will be a tremendous addition to the Company’s leadership team,” says Peter Amirault, executive chair, Organigram.
Mr. Zlamalik will be based in Ontario but will oversee Organigram’s product innovation efforts across the country. Mr. Zlamalik holds a Bachelor’s degree from Western University.
About Organigram Holdings Inc.
Organigram Holdings Inc. is a NASDAQ Global Select Market and TSX listed company whose wholly owned subsidiaries include:, Organigram Inc., a licensed producer of cannabis and cannabis-derived products in Canada and The Edibles and Infusions Corporation, a cannabis infused soft chew and confectionary manufacturer in Canada.
Organigram is focused on producing high-quality, indoor-grown cannabis for patients and adult recreational consumers in Canada, as well as developing international business partnerships to extend the Company’s global footprint. Organigram has also developed a portfolio of legal adult use recreational cannabis brands including The Edison Cannabis Company, Indi, Bag o’ Buds, SHRED and Trailblazer. Organigram’s primary facility is located in Moncton, New Brunswick with a secondary edibles-focused manufacturing facility in Winnipeg, Manitoba. The Company is regulated by the Cannabis Act and the Cannabis Regulations (Canada).
This news release contains forward-looking information. Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “estimates”, “intends”, “anticipates”, “believes” or variations of such words and phrases or state that certain actions, events, or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results, events, performance or achievements of Organigram to differ materially from current expectations or future results, performance or achievements expressed or implied by the forward-looking information contained in this news release. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information include factors and risks as disclosed in the Company’s most recent annual information form, management’s discussion and analysis and other Company documents filed from time to time on SEDAR (see www.sedar.com ) and filed or furnished to the Securities and Exchange Commission on EDGAR (see www.sec.gov ). Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information and no assurance can be given that such events will occur in the disclosed time frames or at all. The forward-looking information included in this news release are made as of the date of this news release and the Company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
View source version on businesswire.com:https://www.businesswire.com/news/home/20210510005225/en/

CONTACT: For Investor Relations enquiries:Amy Schwalm
Vice President, Investor Relations
[email protected]
(416) 704-9057For Media enquiries:
Marlo Taylor
[email protected]
KEYWORD: UNITED STATES NORTH AMERICA CANADA
INDUSTRY KEYWORD: ALTERNATIVE MEDICINE RETAIL HEALTH AGRICULTURE NATURAL RESOURCES SPECIALTY FOOD/BEVERAGE
SOURCE: Organigram Holdings Inc.
Copyright Business Wire 2021.
PUB: 05/10/2021 06:00 AM/DISC: 05/10/2021 06:00 AM
http://www.businesswire.

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CAMBRIDGE, Mass., May 10, 2021 (GLOBE NEWSWIRE) — Checkmate Pharmaceuticals, Inc. (NASDAQ: CMPI) (“Checkmate”), a clinical stage biopharmaceutical company focused on developing its proprietary technology to harness the power of the immune system to combat cancer, today announced the development program expansion of vidutolimod (CMP-001) into non-melanoma skin cancers in combination with Libtayo® (cemiplimab) under a clinical supply agreement with Regeneron Pharmaceuticals, Inc. (“Regeneron”). Vidutolimod is an advanced generation Toll-like receptor 9 (TLR9) agonist, delivered as a biologic virus-like particle utilizing a CpG-A oligodeoxynucleotide as a key component. Cemiplimab is a PD-1 blocking antibody being jointly developed by Regeneron and Sanofi.

Checkmate and Regeneron will collaborate on a multi-indication, Phase 2, proof-of-concept clinical trial of vidutolimod in combination with cemiplimab in the following patient cohorts: (a) PD-1 treatment-naïve subjects with cutaneous squamous cell carcinoma (CSCC), (b) subjects with cutaneous squamous cell carcinoma (CSCC) that is refractory to PD-1 blockade, and (c) subjects with Merkel cell carcinoma (MCC) that is refractory to PD-1 blockade. Checkmate will be the sponsor of the clinical trial, and Regeneron will supply cemiplimab.

“We’re pleased to collaborate with Regeneron as we expand evaluation of vidutolimod as a potent stimulator of innate immune activity to patients with life-threatening non-melanoma skin cancers such as CSCC and MCC,” said Barry Labinger, President and Chief Executive Officer of Checkmate. “We look forward to advancing vidutolimod in combination with Libtayo to further unlock the capabilities and impact of immuno-oncology therapeutics.”

About Checkmate Pharmaceuticals

Checkmate Pharmaceuticals is a clinical stage biotechnology company focused on developing its proprietary technology to harness the power of the immune system to combat cancer. Checkmate Pharmaceuticals’ product candidate, vidutolimod (CMP-001), is an advanced generation Toll-like receptor 9 (TLR9) agonist, delivered as a biologic virus-like particle utilizing a CpG-A oligodeoxynucleotide as a key component, designed to trigger the body’s innate immune system to attack tumors in combination with other therapies. Information regarding Checkmate Pharmaceuticals is available at  www.checkmatepharma.com.

Availability of Other Information About Checkmate Pharmaceuticals

Investors and others should note that we communicate with our investors and the public using our website (www.checkmatepharma.com), our investor relations website (ir.checkmatepharma.com), and on social media (Twitter and LinkedIn), including but not limited to: investor presentations and investor fact sheets, U.S. Securities and Exchange Commission filings, press releases, public conference calls and webcasts. The information that Checkmate Pharmaceuticals posts on these channels and websites could be deemed to be material information. As a result, we encourage investors, the media, and others interested in us to review the information that is posted on these channels, including the investor relations website, on a regular basis. This list of channels may be updated from time to time on our investor relations website and may include additional social media channels. The contents of our website or these channels, or any other website that may be accessed from our website or these channels, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933.

Forward Looking Statements

Various statements in this release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including. Words such as, but not limited to, “anticipate,” “believe,” “can,” “could,” “expect,” “estimate,” “design,” “goal,” “intend,” “may,” “might,” “objective,” “plan,” “predict,” “project,” “target,” “likely,” “should,” “will,” and “would,” or the negative of these terms and similar expressions or words, identify forward-looking statements. Forward-looking statements are based upon current expectations that involve risks, changes in circumstances, assumptions, and uncertainties. These statements include those regarding vidutolimod (CMP-001), including its development and therapeutic potential and the advancement of our clinical and preclinical pipeline; expectations regarding the results and analysis of data; and expectations regarding the timing, initiation, implementation and success of its planned and ongoing clinical trials for vidutolimod and the benefits and related implications of current and future partnerships and/or collaborations; and expectations regarding the Company’s use of capital, expenses and other financial results. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. These forward-looking statements are subject to risks and uncertainties, including those related to the development of our product candidate, including any delays in our ongoing or planned preclinical or clinical trials, the results from clinical trials, including the fact that positive results from a trial may not necessarily be predictive of the results of future or ongoing clinical trials, the impact of the ongoing COVID-19 pandemic on our business, operations, clinical supply and plans, the risks inherent in the drug development process, the risks regarding the accuracy of our estimates of expenses and timing of development, our capital requirements and the need for additional financing, and obtaining, maintaining and protecting our intellectual property. These and additional risks are discussed in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ending December 31, 2020, as filed with the Securities and Exchange Commission which are available on the Securities and Exchange Commission’s website at www.sec.gov, and as well as discussions of potential risks, uncertainties and other important factors in our subsequent filings with the Securities and Exchange Commission. All information in this press release is as of the date of the release, and Checkmate undertakes no duty to update this information unless required by law.

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Alex Oh, who quit a top role at the US Securities and Exchange Commission last month after only six days in the job, has acknowledged contributing to …

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… view the BVH and/or Bluegreen filings with the Securities and Exchange Commission at https://www.sec.

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PALO ALTO, Calif., May 10, 2021 /PRNewswire/ — Kodiak Sciences Inc. (Nasdaq: KOD), a biopharmaceutical company committed to researching, developing and commercializing transformative therapeutics to treat high prevalence retinal diseases, today reported business highlights and financial results for the first quarter ended March 31, 2021.
“Developing and launching a novel anti-VEGF medicine with extended durability is the central principle of our KSI-301 development program, and in the last quarter we have continued to make substantial progress in the recruitment of our pivotal studies evaluating long-interval dosing of KSI-301,” said Jason Ehrlich, MD, PhD, Chief Medical Officer of Kodiak. “Our wet AMD pivotal study, DAZZLE, is fully enrolled, and our RVO and DME pivotal studies are all recruiting globally. Each is evaluating KSI-301’s potential for best-in-class dosing regimens. Towards our goal of having KSI-301 be the anti-VEGF medicine of choice for all eligible patients, and through our continued engagement with the retina community, we have also learned that physicians and retina practices would like to see our labeling for KSI-301 include the option for more frequent dosing. This reduces barriers to reimbursement that have impeded the commercial uptake of other anti-VEGF medications in the past. A study of more intensive dosing also allows us to explore the potential for improved treatment outcomes in certain patients. Thus, we are launching the DAYLIGHT study which will evaluate monthly dosing of KSI-301 in patients with wet AMD. We believe that pursuing a very broad product label will provide physicians with the flexibility, agency, and reimbursement confidence required to individualize treatment for their patients. Based on our discussions with regulators, we also believe the DAYLIGHT study will provide the safety database needed to support monthly labeling not only in wet AMD but in the DME and RVO indications in the US as well. We expect recruitment in DAYLIGHT will begin in the summer of 2021, and we plan to include data from this fifth pivotal study of KSI-301 in our initial BLA submission.”
“On all fronts, Kodiak’s growing community of employees, partners and friends continues to put forth tremendous efforts to advance the care of patients with retinal vascular disease through our research, development and corporate activities”, said Victor Perlroth, MD, Chief Executive Officer of Kodiak. “Operational activities continue to expand well within our KSI-301 development program with a focus on key activities needed to support our multi-indication BLA strategy. The new DAYLIGHT study, as Jason articulates above, is both label broadening and label enabling. The new GLOW study is our key next step towards long-interval dosing and prevention in diabetic retinopathy. The expanding portfolio of pivotal studies reflects our conviction in KSI-301 and our ABC Platform.”
Recent Business Highlights

KSI-301 Clinical Program ProgressIn the third quarter of 2020, we initiated two Phase 3 studies of KSI-301 in DME (GLEAM and GLIMMER) and one Phase 3 study of KSI-301 in RVO (BEACON). We are pleased with the operational progress in the US and globally in site activation, patient screening and recruitment for these studies. All of our ex-US clinical trial application submissions are active and approved, and we are focused on further promoting patient enrollment in a competitive recruiting environment towards our goal of completing patient recruitment in 4Q2021 for all three studies. We also intend to begin recruitment of our GLOW study of KSI-301 in patients with non-proliferative Diabetic Retinopathy in the summer of 2021.Additionally, the DAZZLE study, our Phase 2b/3 study of KSI-301 in patients with wet AMD, remains on track with the last patient’s last visit for the primary efficacy endpoint anticipated in late 4Q2021. To date, we continue to observe a low single digit overall rate of missed visits in our pivotal studies due to the continued COVID-19 pandemic.
Further Expansion of KSI-301 Clinical Program: DAYLIGHT Study
We are adding another pivotal study of KSI-301 to the clinical development plan for our initial BLA. The intent of this fifth pivotal study is to broaden KSI-301’s potential product labeling, explore the potential for improved treatment outcomes in certain patients with intensive anti-VEGF treatment and reduce possible barriers to market access and insurance reimbursement that have impeded or complicated the commercial uptake of other anti-VEGF medications in the past. We believe that pursuing a very broad product label will provide physicians with the flexibility, agency, and reimbursement confidence required to consider KSI-301 for all their patients.This study, called DAYLIGHT, will be an intensive treatment study of KSI-301 in treatment-naïve wet AMD patients. Patients will be randomized to receive either KSI-301 on a monthly dosing regimen or to receive standard-of-care aflibercept. The primary endpoint is evaluated at ten months. Wet AMD was chosen as the disease area for this intensive treatment study because of the broader availability of clinical trial sites and treatment-naïve wet AMD patients relative to the other diseases in which we also have KSI-301 studies ongoing. Based on our discussions with regulators, we also believe the DAYLIGHT study can provide the safety database needed to support monthly labeling across the wet AMD, DME and RVO indications in the US and thus maximize treatment flexibility and reimbursement confidence in all of the major anti-VEGF disease areas. We plan to initiate recruitment of DAYLIGHT in the summer of 2021 and to include data from this study in our initial BLA.We believe our expanded pivotal program for KSI-301 will thus be supportive of the broadest possible range of potential dosing intervals, from every 4-week dosing in all diseases to best-in-class every 20-week dosing for wAMD patients, every 24-week dosing for DME patients and every 8-week dosing for RVO patients.
Commercial Manufacturing Update
We have expanded and finalized the design and scope of our bioconjugate manufacturing agreement with a revised estimated capital contribution of 74.5 million Swiss Francs. Construction of the manufacturing facilities is now targeted for completion in early 2022. The primary cause of the timeline shift from end 2021 is construction delays encountered at the Ibex Dedicate Facility in Switzerland due to COVID-19 vaccine related manufacturing activities, primarily limitation of construction and facility personnel resources. Manufacturing suite fees commence in 2022 at a cost of 14.5 million Swiss Francs per annum and continue for each year thereafter through 2029 at a cost of 20.0 million Swiss Francs per annum. The final design expands the size of our dedicated manufacturing facility and increases annual manufacturing capacity by upwards of 70%. The final design also separates the manufacturing core into separate suites with the benefit of allowing two manufacturing lines to operate separately and simultaneously.
Year 1 KSI-301 Phase 1b Study Data Presentation
We presented Year 1 durability, efficacy and safety data from our ongoing Phase 1b study of KSI-301 in patients with treatment naïve wet AMD, DME or RVO at the Angiogenesis, Exudation, and Degeneration 2021 – Virtual Edition meeting in February 2021. We believe the Year 1 data continue to support the highly differentiated “anti-VEGF Generation 2.0” profile of KSI-301. The data show 2 in every 3 patients are on a 6-month or longer treatment-free interval at Year 1 in each of the three major retinal vascular diseases after only three loading doses. Vision gains and robust drying (particularly notable in the context of baseline characteristics) were seen across all three diseases being studied. An encouraging safety profile continues to be observed.

Expected Upcoming Events/Milestones

Initiate pivotal Phase 3 randomized study of monthly KSI-301 in wet age-related macular degeneration (the DAYLIGHT study)
Initiate pivotal Phase 3 randomized study of every 24-week KSI-301 in non-proliferative diabetic retinopathy patients (the GLOW study)
Complete patient enrollment in Retinal Vein Occlusion (BEACON) and Diabetic Macular Edema (GLEAM and GLIMMER) pivotal clinical studies
Complete wet AMD DAZZLE pivotal clinical study last patient last visit for primary endpoint
Complete cGMP bioconjugate drug substance manufacturing of KSI-501, a novel bispecific antibody biopolymer conjugate

First Quarter 2021 Financial Results
Cash Position
Kodiak ended the first quarter of 2021 with $929.0 million of cash, cash equivalents and marketable securities.
Net Loss
The net loss for the first quarter of 2021 was $50.4 million, or $0.98 per share on both a basic and diluted basis, as compared to a net loss of $24.4 million, or $0.54 per share on both a basic and diluted basis, for the first quarter of 2020.
R&D Expenses
Research and development (R&D) expenses were $40.3 million for the first quarter of 2021, as compared to $20.2 million for the first quarter of 2020. The increase in R&D expenses was primarily driven by higher clinical trial costs for KSI-301, as well as higher payroll and stock-based compensation expense.
G&A Expenses
General and administrative (G&A) expenses were $10.2 million for the first quarter of 2021, as compared to $5.6 million for the first quarter of 2020. The increase in G&A expenses was primarily driven by higher payroll and stock-based compensation expenses.
About KSI-301
KSI-301 is an investigational anti-VEGF therapy built on the Kodiak’s Antibody Biopolymer Conjugate (ABC) Platform and is designed to maintain potent and effective drug levels in ocular tissues for longer than existing agents. Kodiak’s objective with KSI-301 is to develop a new first-line agent to improve outcomes for patients with retinal vascular diseases and to enable earlier treatment and prevention of vision loss for patients with diabetic eye disease. The KSI-301 Clinical Program is designed to assess KSI-301’s durability, efficacy and safety in wet AMD, DME, RVO and non-proliferative DR (without DME) through clinical studies run in parallel. The Company’s Phase 2b/3 DAZZLE pivotal study in patients with treatment-naïve wet AMD was initiated in October 2019 and completed enrollment in November 2020, and Kodiak initiated the Phase 3 GLEAM, GLIMMER and BEACON pivotal studies of KSI-301 in diabetic macular edema and retinal vein occlusion in September 2020. The Company plans to initiate the Phase 3 DAYLIGHT pivotal study of monthly KSI-301 in wet AMD patients in summer 2021. These pivotal studies are anticipated to form the basis of the Company’s initial BLA to support potential approval and commercialization in multiple indications and with a full range of labeled and reimbursable dosing frequencies in each indication. An additional Phase 3 pivotal study in patients with non-proliferative diabetic retinopathy (the GLOW study) is also expected to be initiated in summer 2021. The global KSI-301 clinical program is being conducted at 150+ study sites in more than 10 countries. Kodiak Sciences Inc. is developing KSI-301 and owns global rights to KSI-301.
About the DAYLIGHT Study
The Phase 3 DAYLIGHT study is a global, multi-center, randomized pivotal study designed to evaluate the efficacy and safety of high-frequency KSI-301 in patients with treatment-naïve wet AMD. Patients are randomized to receive either KSI-301 on a monthly dosing regimen or to receive standard-of-care aflibercept. The study is expected to enroll at least 500 patients worldwide. The primary endpoint is at ten months, and the study is being planned and executed for inclusion of its results in the initial BLA for KSI-301 along with the DAZZLE, BEACON, GLEAM and GLIMMER studies.

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The New York Stock Exchange (NYSE) rejected appeals by the three major Chinese mobile operators to a delisting related to a presidential order blocking US investment in companies considered a national security threat.
Last week, a NYSE committee affirmed a previous decision to delist China Mobile, China Telecom and China Unicom’s American depositary receipts. In separate filings with the Hong Kong stock market on 7 May, the operators explained they expected the exchange to apply to the Securities and Exchange Commission (SEC) for permission to delist their shares.

The SEC made the filing the same day, with the delisting to go into effect in ten days.
In a statement, China Mobile said it will continue to pay close attention to the development of “related matters and seek professional advice to protect the lawful rights of the company and its shareholders”.
The operators previously called for the exchange to reverse the delistings and delay a suspension in trading of their shares while a review is conducted.
NYSE’s move followed an executive order signed by former US President Donald Trump barring domestic investors from working with Chinese companies deemed to be owned or controlled by the nation’s military.

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In testimony Thursday before the House Financial Services Committee, newly appointed SEC Chairman Gary Gensler signaled that he is prepared to change existing rules to better adapt to the challenges of today’s market environment, and to ask Congress for more authority where needed.
Gensler was there ostensibly to speak about the speculative trading in GameStop shares that occurred in late January. But the hearing went beyond GameStop and Robinhood to include a discussion of the Securities and Exchange Commission’s regulatory response about a wide range of topics.
In unprecedented fashion, retail investors quickly bid up GameStop shares from $20 to $480 to punish hedge funds shorting the stock. That effort was led by a trader calling himself “Roaring Kitty” and their trading was coordinated in one of social news website Reddit’s subforums (subreddit). The extraordinary trading in GameStop led app-based brokerage Robinhood, a favorite of retail traders for its no-fee trades, and others, to halt trading in GameStop and some other securities.
Despite the notoriety of the GameStop episode, as Gensler stated at the hearing, the larger story is about the intersection of finance and technology. Technology innovates and brings greater access to the capital markets, he said, and regulators need to refresh their rules—but not necessarily their core policy goals— to keep up.
This analysis identifies many of the issues raised during the hearing and, based on Gensler’s oral and written testimony as well as the statements and actions of former acting SEC Chair Allison Lee, anticipates the Commission’s next steps and the ultimate regulatory response to each one.
1. Gamification and User Experience
Issues: The gamification of investing and user experience features, such as behavioral prompts, encourage overtrading, to the investor’s financial detriment.
Next SEC Step: SEC staff to review and assess earlier market events. Staff report to be issued summer 2021. Gensler has also asked staff to prepare a request for public input.
Ultimate Regulatory Response: Depends on staff recommendations, but the SEC is actively looking for violations and Gensler has asked staff to consider expanded enforcement mechanisms. Expect the SEC to look into whether broker-dealers are fully adhering to Regulation Best Interest.
2. Payment for Order Flow
Issues: Payment for order flow is a brokerage’s alternative to charging its customers fees for trading. Wholesalers who purchase a brokerage’s order flow have choices in how orders get executed—and those choices may not be in the retail customer’s best interest. Order flow payment agreements between broker-dealers may represent a conflict of interest with a brokerage’s retail clients because price improvement for customers can result in lower payment to the brokerage, and vice versa.
Next SEC Step: Continued enforcement actions like a recently settled SEC enforcement action with Robinhood. Also, SEC staff to make recommendations.
Ultimate Regulatory Response: Depends on staff recommendations. Expect the SEC to look into whether broker-dealers are fully adhering to Reg BI.Also, the SEC may move to increase transparency and regulation, or even prohibit broker-dealers from routing retail orders to off-exchange market makers in return for payments, as is the case in Canada and the United Kingdom.
3. Equity Market Structure
Issues: Retail volume is dominated by just seven wholesalers. This market structure may deter competition, cause market fragility, and limit innovation.
Next SEC Step: Unclear at this time. SEC staff to make recommendations.
Ultimate Regulatory Response: Depends on staff recommendations. Expect the SEC to look into whether broker-dealers are fully adhering to Regulation BI and to take some steps to encourage more competition for executing retail orders, possibly by restricting or prohibiting off-exchange market makers from routing retail orders.
4. Short Selling and Market Transparency
Issues: The lack of transparency in short-selling positions presents risks to market participants and creates systemic (e.g., GameStop) risks.
Next SEC Steps: SEC staff has been directed to prepare recommendations on short sale disclosures and increasing stock loan market transparency.
Ultimate Regulatory Response: Depends on staff recommendations, but expect a proposal for new disclosure requirements for total return swaps and other security-based swaps.
5. Family Offices
Issues: The lack of transparency of large block trades (e.g., Archegos) by unidentified sellers presents risks to market participants and creates systemic risks related tosignificant bank losses.
Next SEC Step: SEC staff has been directed to prepare recommendations to increase market transparency.
Ultimate Regulatory Response: The SEC and CFTC have limited authority over family offices and may need to ask Congress for additional regulation and/or authority.
6. Social Media
Issues: Social medial influencers may hype investments, contribute to price volatility, and engage in stock manipulation.
Next SEC Steps: No action against ordinary retail investors stating their opinions. For influencers abusing their status, the SEC will monitor for possible enforcement actions and work to expand its social media monitoring expertise and capabilities.
Ultimate Regulatory Response: The SEC is likely to use its existing authority to restrict the hyping and manipulation of investments by social media influencers.
7. Market ‘Plumbing’: Clearance and Settlement
Issues: Unusual increases in trading volumes and price volatility led to broker-dealer imposed trading restrictions during the GameStop phenomenon. Those actions denied retail investors the ability to buy additional shares of so-called meme stocks at critical times.
Next SEC Step: SEC staff have been tasked with considering the adequacy of brokerage disclosure of their policies and procedures regarding potential trading restrictions, the sufficiency of margin requirements, and the appropriateness of broker-dealer tools to manage their liquidity and risk. Staff to prepare a draft proposal for Commission review.
Ultimate Regulatory Response: Depends on staff’s draft proposal, but a shortening of settlement cycle duration is likely to receive close consideration (e.g., shortened from T+3 days to T+1 day or shorter).
8. System-Wide Risks
Issues: Recent market events such as GameStop and Archegos highlight issues of insufficient liquidity, denial of trading access to retail customers, large bank losses, concentration (e.g., market makers and clearinghouses), and systemic risk.
Next SEC Step: Likely increased focus on systemic risk issues and market access. Staff report should include some discussion of these issues and make recommendations.
Ultimate Regulatory Response: Depends on staff recommendations. The SEC should have ample authority to regulate in these areas.
9. Cryptocurrency Trading
Issues: There is no cryptocurrency regulatory framework under the SEC or Commodities Futures Trading Commission.. Consequently, there is no market regulator of crypto exchanges and no investor protection from fraud and manipulation.
Next SEC Step: The SEC should provide greater clarity on custody.
Ultimate Regulatory Response: The SEC may ask Congress to consider bringing greater investor protection to the crypto exchanges.
10. ESG Disclosures (Including Climate and Board Diversity)
Issues: Should the SEC mandate ESG disclosures, and what should be included? Are these disclosures material for investors?
Next SEC Step: Gensler appears to be picking up where acting Chair Allison Lee left off. Staff is considering these issues, after which there will be a public comment period on climate risk disclosure, human capital, and diversity.
Ultimate Regulatory Response: Inclusion of ESG disclosures are likely to turn on materiality. Gensler testified that beyond the larger question of disclosure materiality, individual disclosures can represent a meaningful component to someone’s investment decision. Look for Gensler to try to provide investors with information that provides the consistency and comparability of data across various regimes that many want.
Bloomberg Law subscribers can find related content on our In Focus: SEC Regulation Best Interest page and on our Securities Practice Center resource.
If you’re reading this on the Bloomberg Terminal, please run BLAW OUT in order to access the hyperlinked content.

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Asset manager VanEck intends to be the first company in the United States to list an Ether exchange-traded fund (ETF).
Asset manager VanEck has become the first firm to submit an application for an Ether ETF with the United States Securities and Exchange Commission. The firm wants to make it easy for retail and institutional investors to gain access to the second-largest cryptocurrency by market cap without directly owning it.
The ETF is named The VanEck Ethereum Trust, and it was published in a SEC filing on Friday. “The Trust’s investment objective is to reflect the performance of the MVIS® CryptoCompare Ethereum Benchmark Rate less the expenses of the Trust’s operations. In seeking to achieve its investment objective, the Trust will hold Ether (“ETH”) and will value its Shares daily based on the reported MVIS® CryptoCompare Ethereum Benchmark Rate,” the filing reads.
This latest development comes months after VanEck submitted its Bitcoin ETF proposal to the US SEC. The regulatory agency has received numerous Bitcoin ETF proposals but rejected all of them. Currently the SEC is reviewing nine Bitcoin ETF applications. There is optimism within the crypto space that the current management of SEC, led by Gary Gensler, will approve at least one Bitcoin ETF.
The VanEck Ethereum Trust is the first Ether-focused ETF filed in the United States. While the US is yet to approve a single Bitcoin ETF, Canada has already approved a few, allowing investors to gain exposure to the leading cryptocurrency. Furthermore, Canada recently approved three Ethereum ETFs, making it the first North American country to do so.
The US SEC is taking its time analysing the market. However, with a market cap above $2 trillion, several experts believe that the US is lagging behind other leading countries in the crypto space and will play catch-up in the future.
VanEck’s proposal comes at a time when Ether was performing well, with the cryptocurrency setting an all-time high above $3,800.

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