4 Ways Private Capital-Raising Rules Are Loosening Up – Law360

Law360 (April 23, 2021, 9:51 PM EDT) — Private companies enjoy more freedom to raise capital under several U.S. Securities and Exchange Commission rule changes that recently took effect, though to what extent market participants will take advantage and whether investors will benefit remains to be seen.The newly enacted changes resulted from a sweeping review of SEC rules governing exemptions for private offerings, or stock sales that are not publicly registered. The rulemaking was among the final actions last year under prior SEC Chairman Jay Clayton, who sought to ease rules on capital formation and simplify what critics say are confusing regulations.

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ZipRecruiter Adds to Tech Firms Going Public Via Direct Listings

ZipRecruiter Inc. filed for a direct listing on the heels of four other companies that have chosen the alternative route to going public in the past year.

The job search and recruiting company became profitable in 2020, even as its revenue declined slightly, according to its filing Friday with the U.S. Securities and Exchange Commission. Since its founding in 2010, more than 2.8 million businesses and 110 million job seekers have used ZipRecruiter, the company said.

In a direct listing, a company doesn’t raise fresh capital and existing investors can typically begin selling their shares on the first day of trading without the usual lockup period restrictions in an initial public offering. It can also save on banking fees and the time spent on an investor roadshow.

Coinbase Global Inc. is the most recent of a handful tech-oriented companies to go public through a direct listing. The cryptocurrency exchange’s listing this month was preceded in the past year by Roblox Corp., Palantir Technologies Inc. and Asana Inc.

Website-hosting service Squarespace Inc. filed last week for a direct listing. Such listings were pioneered largely by Spotify Technology SA in 2018 and Slack Technologies Inc. the following year.

For More: Squarespace Files to Go Public Via Direct Listing on NYSE

ZipRecruiter, based in Santa Monica, California, was valued in a 2018 funding round at $1.5 billion. Last year, it had net income of $86 million on revenue of $364 million, compared with a net loss of $6.3 million on revenue of $430 million in 2019, according to its filing.
Chief Executive Officer Ian Siegel and other executives, along with investors such as Institutional Venture Partners and Wellington will continue to control the company through Class B shares, which carry 20 votes each compared to one each for the Class A shares to be sold to the public.

While banks don’t underwrite offerings as they do in IPOs, they do advise the company on the process. ZipRecruiter’s advisers include Goldman Sachs Group Inc. and JPMorgan Chase & Co., according to the filing.
ZipRecruiter plans for its shares to trade on the New York Stock Exchange under the symbol ZIP.

This story was produced with the assistance of Bloomberg Automation.

This story was produced with the assistance of Bloomberg Automation.

Before it’s here, it’s on the Bloomberg Terminal.

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Gracell Biotechnologies Announces Filing of Its Annual Report on Form 20-F for Fiscal Year 2020

SUZHOU and SHANGHAI, China, April 23, 2021 (GLOBE NEWSWIRE) — Gracell Biotechnologies Inc. (NASDAQ: GRCL) (“Gracell”), a global clinical-stage biopharmaceutical company dedicated to developing highly efficacious and affordable cell therapies for the treatment of cancer, today announced that the company has filed its annual report on Form 20-F for the full year ended December 31, 2020 with the U.S. Securities and Exchange Commission (“SEC”) on April 23, 2021.
The annual report is available on the company’s investor relations website at ir.gracellbio.com and on the SEC’s website at www.sec.gov. The company will provide hard copies of the annual report, free of charge, to its shareholders and ADS holders upon written request. Requests should be directed to Investor Relations, Gracell Biotechnologies, Building 3, 418 Guilin Road, XuHui District, Shanghai, 200233, People’s Republic of China.
About GracellGracell Biotechnologies Inc. (“Gracell”) is a global clinical-stage biopharmaceutical company dedicated to discovering and developing breakthrough cell therapies. Leveraging its pioneering FasTCAR and TruUCAR technology platforms, Gracell is developing a rich clinical-stage pipeline of multiple autologous and allogeneic product candidates with the potential to overcome major industry challenges that persist with conventional CAR-T therapies, including lengthy manufacturing time, suboptimal production quality, high therapy cost and lack of effective CAR-T therapies for solid tumors. For more information on Gracell, please visit www.gracellbio.com
Cautionary Noted Regarding Forward-Looking StatementsStatements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the expected trading commencement and closing date of the offering. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and the completion of the public offering on the anticipated terms or at all, and other factors discussed in the “Risk Factors” section of the final prospectus filed with the Securities and Exchange Commission. Any forward-looking statements contained in this press release speak only as of the date hereof, and Gracell specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise. Readers should not rely upon the information on this page as current or accurate after its publication date.
Media contactMarvin [email protected]
Investor contactGracie Tonggracie.tong@gracellbio.

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Climate Risk and Disclosure: Does Your Company Have a Climate Hub? | JD Supra

The last two weeks have brought with them a number of important climate-related announcements  directed toward the financial markets. For example, the $2.2 trillion American Jobs Plan includes sizable investments in renewable energy, energy transmission infrastructure, and electric vehicles (EVs). There are early signals of growing support for carbon and methane emissions pricing, as well as reports by some automakers on discontinuing any further advancement of the internal combustion engine. It is hard to deny that the automobile as we know it is “going the way of the dinosaur” when California and General Motors agree on phasing out new gas-powered new vehicle sales by 2035. 
In addition, the Securities and Exchange Commission (SEC) is exploring new ways to hold businesses accountable, by asking for public comment on revising the agency’s 2010 guidance on corporate disclosures related to climate change. Members of the public have until June 13 to submit comments. The SEC’s 2010 guidance can be found here. A wide variety of options are on the table. The SEC’s list of suggested topics for comment indicates that the SEC is considering a broad brush approach that is not limited to updating public disclosure requirements in annual reports or periodic filings. The SEC is seeking comments on such topics as:

“[w]hen and how . . . such disclosures [should be provided,”  

whether disclosures should include specific metrics,

whether they should be phased in over time,

what standards should govern these disclosures, including whether industry participants should be allowed to develop their own standards, or whether the SEC should draw on existing frameworks, and

whether the SEC or some other body should be tasked with updating disclosure requirements over time.

As part of re-imagining SEC reporting, the kinds of climate-related risks that trigger disclosure may expand. Traditionally, the 2010 guidance describes reporting considerations that include legislation and regulations governing climate change, international accords, changes in market demand for goods or services, and physical risks associated with climate change. Currently, any of these activities may trigger disclosure obligations under SEC rules. The SEC is seeking input on additional parameters, such as whether registrants should report greenhouse gas emissions or signal their greenhouse gas reduction goals, and whether climate change-related impacts affect the cost of capital.   
As climate policies advance, the SEC has also signaled interest in ensuring that enforcement mechanisms stay current and it is seeking comment on how disclosures should be enforced or assessed, such as through an audit mechanism, or certification by CEO, CFO or other corporate officer. The changes ahead may not be limited to effects on publicly-traded companies. Privately-held companies may also be affected by future SEC actions. The SEC asked for comment on whether it should address disclosures by these companies through exempt offerings or oversight of investment advisors and funds.
Green investing is also heading to new heights. The Commodity Futures Trading Commission (CFTC) has established a Climate Risk Unit that will be tasked with focusing on “the role of derivatives in understanding, pricing, and addressing climate-related risk and transitioning to a low-carbon economy.” Historically, cap and trade has demonstrated that derivatives exchanges have a private governance role in environmental protection. According to the CFTC, these exchanges may be further influential through “incorporating sustainability elements into existing contracts” and “by developing new derivatives contracts to hedge climate-related risks.” The Climate Risk Unit is tasked with studying those developments, as well as engaging in domestic and international standard setting. Companies that already participate actively in derivatives exchanges should pay special attention to future activities in the Climate Risk Unit, as well as companies that are considering using climate-related derivatives as part of their own risk mitigation strategies.
White House and Treasury initiatives round out the financial picture on climate. We will reportedly see an Executive Order emerge soon to advance the mandatory disclosure of financial risks associated with climate change that the SEC is contemplating. In addition, Secretary Yellen has repeatedly signaled support toward efforts to require disclosure of climate risks in public remarks. There’s a new “Climate Hub” at Treasury that reports directly to the Secretary that will evaluate ways to advance investment in a net-zero economy and assess large institutional investment exposure to the effects of climate change. Managing risk is not new to financial markets and private governance has played an increasingly important role in achieving environmental protection goals beyond those set by governments. All in all, Stephen Covey’s quote on accountability –  that it breeds “response-ability” – may aptly characterize the course that financial regulators are charting on climate.

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ClearPoint Neuro Reports Inducement Grants Under NASDAQ Listing Rule 5635(c)(4)

SOLANA BEACH, Calif., April 23, 2021 (GLOBE NEWSWIRE) — ClearPoint Neuro, Inc. (Nasdaq: CLPT) (the “Company”), a global therapy-enabling platform company providing navigation and delivery to the brain, announced today that on September 14, 2020, the Company’s Board of Directors approved the grant to Mr. Danilo D’Alessandro of (i) 30,000 shares of restricted common stock and (ii) a non-qualified stock option awards to purchase 75,000 shares of common stock with an exercise price of $5.80, the closing price on his start date, September 29, 2020. The stock option and restricted share awards will vest in three equal annual installments beginning on September 29, 2021. These awards were granted as an inducement equity award outside of the Company’s 2013 Incentive Compensation Plan in accordance with NASDAQ Listing Rule 5635(c)(4), and were made as an inducement material to the acceptance of employment with the Company by Mr. D’Alessandro. The options and restricted shares are further subject to the terms and conditions of the award agreements that are exhibits to Mr. D’Alessandro’s employment agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 14, 2020, and were previously reflected on Mr. D’Alessandro’s Form 4 filed with the SEC on September 30, 2020.
About ClearPoint Neuro
ClearPoint Neuro’s mission is to improve and restore quality of life to patients and their families by enabling therapies for the most complex neurological disorders with pinpoint accuracy. Applications of the Company’s current product portfolio include deep brain stimulation, laser ablation, biopsy, neuro-aspiration, and delivery of drugs, biologics, and gene therapy to the brain. The ClearPoint Neuro Navigation System has FDA clearance, is CE-marked, and is installed in over 60 active clinical sites in the United States, Canada, and Europe. The Company’s SmartFlow® cannula is being used in partnership or evaluation with over 25 individual biologics and drug delivery companies in various stages – from preclinical research to late-stage regulatory trials. To date, more than 4,000 cases have been performed and supported by the Company’s field-based clinical specialist team, which offers support and services for our partners. For more information, please visit www.clearpointneuro.com.
Forward-Looking Statements
Statements herein concerning the Company’s plans, growth and strategies may include forward-looking statements within the context of the federal securities laws. Statements regarding the Company’s future events, developments and future performance, as well as management’s expectations, beliefs, plans, estimates or projections relating to the future, are forward-looking statements within the meaning of these laws. Uncertainties and risks may cause the Company’s actual results to differ materially from those expressed in or implied by forward-looking statements. Particular uncertainties and risks include those relating to: the impact of COVID-19 and the measures adopted to contain its spread; future revenues from sales of the Company’s ClearPoint Neuro Navigation System products; and the Company’s ability to market, commercialize and achieve broader market acceptance for the Company’s ClearPoint Neuro Navigation System products. More detailed information on these and additional factors that could affect the Company’s actual results are described in the “Risk Factors” section in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, which has been filed with the Securities and Exchange Commission, and in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2021, which the Company intends to file with the Securities and Exchange Commission on or before May 17, 2021.Contact:
Jacqueline Keller, Vice President, Marketing(949) [email protected]
Caroline Corner, Investor Relationsir@clearpointneuro.

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Atlantic Coastal Acquisition Corp. Announces Closing of Underwriters’ Full Exercise of Over-Allotment Option and the Separate Trading of Its Shares of Class A Common Stock and Warrants Commencing April 26, 2021

Atlantic Coastal Acquisition Corp. (the “Company”) announced today that it has issued an additional 4,500,000 units pursuant to the full exercise of the underwriters’ over-allotment option in connection with its recently completed initial public offering. The additional issuance was priced at $10.00 per unit, generating additional gross proceeds of $45,000,000 and bringing the total gross proceeds of the initial public offering to $345,000,000.The Company also announced that, commencing April 26, 2021, holders of the units sold in the Company’s initial public offering may elect to separately trade the shares of the Company’s Class A common stock and warrants included in the units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Those units not separated will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “ACAHU,” and the shares of Class A common stock and warrants that are separated will trade on Nasdaq under the symbols “ACAH” and “ACAHW,” respectively. Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock and warrants.The units were initially offered by the Company in an underwritten offering. BTIG, LLC acted as the sole book running manager for the offering and Academy Securities, Inc., Loop Capital Markets LLC and Siebert Williams Shank & Co., LLC acted as co-managers of the offering. A registration statement relating to the units and the underlying securities was declared effective by the Securities and Exchange Commission (the “SEC”) on March 3, 2021.This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made only by means of a prospectus, copies of which may be obtained by contacting BTIG, LLC at 65 E 55th Street, New York, NY 10022, or by email at [email protected] continuesAbout Atlantic Coastal Acquisition Corp.The Company is a newly organized blank check company incorporated in Delaware for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.Forward-Looking StatementsThis press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus relating to the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.View source version on businesswire.com: https://www.businesswire.com/news/home/20210423005572/en/Contactshello@atlanticcoastalacquisition.

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Altimar Acquisition Corp. III Announces the Separate Trading of its Class A Ordinary Shares and Warrants, Commencing April 26, 2021

NEW YORK, April 23, 2021 /PRNewswire/ — Altimar Acquisition Corp. III (the “Company”) announced today that holders of the units sold in the Company’s initial public offering of 15,525,000 units may elect to separately trade the Class A ordinary shares and warrants included in the units commencing on or about April 26, 2021. Class A ordinary shares and warrants that are separated will trade on the New York Stock Exchange under the symbols “ATAQ” and “ATAQ WS,” respectively. Those units not separated will continue to trade on the New York Stock Exchange under the symbol “ATAQ.U.” No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Holders of the units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into the Class A ordinary shares and warrants.
A registration statement relating to these securities was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on March 3, 2021. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any offer, solicitation or sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Altimar Acquisition Corp. III
The Company is sponsored by Altimar Sponsor III, LLC, an affiliate of HPS Investment Partners, LLC, and is led by Tom Wasserman as the Chief Executive Officer and chair of the board of directors. The Company is a newly organized blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or business combination with one or more businesses or entities.
Cautionary Note Concerning Forward-Looking Statements
This press release includes, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to the Company or the Company’s management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on the Company’s behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement and final prospectus relating to the Company’s initial public offering filed with the SEC. Copies are available on the SEC’s website at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by applicable law.
Contact:
Altimar Acquisition Corp. III
[email protected]
HPS Investment Partners, LLC
Prosek Partners
Mike Geller / Josh Clarkson
[email protected] / [email protected]
SOURCE Altimar Acquisition Corp.

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Stemming from Guidance Concerning Balance Sheet Treatment of Warrants, E2open Announces Receipt of NYSE Continued Listing Standard Notice

AUSTIN, Texas–(BUSINESS WIRE)–Apr 23, 2021–

On April 12, 2021, the Division of Corporate Finance of the Securities and Exchange Commission (“SEC”) issued a “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies,” clarifying the accounting guidance for warrants with terms that are common for SPACs (the “Statement”). The immediacy of the effective date of this new guidance generally resulted in audit firms not consenting to include their audit opinions in SEC filings until the new guidance was evaluated and reflected in an updated filing, which in part prevented the Company from filing an annual report that complied with SEC and New York Stock Exchange (“NYSE”) rules by its filing deadline.

Given the resultant delay in our ability to submit our 10-K filing, E2open (NYSE: ETWO), today announced that it received a formal notice of non-compliance from the NYSE. The annual report in question relates to E2open’s predecessor, CC Neuberger Principal Holdings I, a special purpose acquisition company (“SPAC”), reflecting financial information for a fiscal period that ended prior to the business combination that closed on February 4, 2021. Under NYSE rules, E2open generally has six months following receipt of the notification to regain compliance with the continued listing standard, subject to any extensions by NYSE.

Absent these developments, E2open was ready to meet its filing obligation by the applicable deadline. Following the issuance of the Statement, the Company immediately took appropriate steps to determine the materiality of the impact on its financial statements in order to file the Form 10-K and regain compliance with NYSE’s listing standard. Today’s announcement is related to the treatment of a non-cash item on the Company’s balance sheet and does not impact any of the guidance issued by the Company to date.

E2open believes the change in SEC guidance does not affect its customers, strategy, or business performance. The Company is in compliance with all other NYSE continued listing standards.

E2open believes it will file the SPAC Form 10-K in the very near term and does not foresee any risk of non-compliance with the NYSE six-month remediation timeframe. Other than the impact of the Statement on warrant accounting, all material information that will be included in the SPAC’s Form 10-K has already been included in the Company’s previously filed Form S-1/A. E2open does not believe that the Statement will delay the filing of its annual report on Form 10-K for its fiscal year ended February 28, 2021, which reflects the financial information for the post-business combination company as opposed to financial information of the SPAC predecessor.

About E2open

At E2open, we’re creating a more connected, intelligent supply chain. It starts with sensing and responding to real-time demand, supply and delivery constraints. Bringing together data from clients, distribution channels, suppliers, contract manufacturers and logistics partners, our collaborative and agile supply chain platform enables companies to use data in real time, with artificial intelligence and machine learning to drive smarter decisions. All this complex information is delivered in a single view that encompasses your demand, supply and logistics ecosystems. E2open is changing everything. Demand. Supply. Delivered.TM Visit www.e2open.com.

E2open, the E2open logo and Harmony are registered trademarks of E2open, LLC, or its affiliates.

Safe Harbor Statement

Certain statements in this press release are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. These statements relate to future events or the Company’s future financial performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results, levels of activity, performance or achievements of the Company or its industry to be materially different from those expressed or implied by any forward-looking statements. In particular, statements about the Company’s expectations, beliefs, plans, objectives, assumptions, future events or future performance contained in this press release are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “outlook,” “guidance” or the negative of those terms or other comparable terminology.

Please see the Company’s documents filed or to be filed with the Securities and Exchange Commission, including the Company’s Registration Statement on Form S-1, annual reports filed on Form 10-K and quarterly reports on Form 10-­Q, and any amendments thereto for a discussion of certain important risk factors that relate to forward-looking statements contained in this report. The Company has based these forward-looking statements on its current expectations, assumptions, estimates and projections. While the Company believes these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond the Company’s control. These and other important factors may cause actual results, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Any forward-looking statements are made only as of the date hereof, and unless otherwise required by applicable securities laws, the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

CONTACT: Investor Contacts

Adam Rogers

515-556-1162Michael Bowen

203-682-8299Marc P. Griffin

646-277-1290Media Contacts

WE Communications for E2open

512-527-7029

KEYWORD: UNITED STATES NORTH AMERICA TEXAS

INDUSTRY KEYWORD: TECHNOLOGY TRANSPORT OTHER TECHNOLOGY SOFTWARE INTERNET LOGISTICS/SUPPLY CHAIN MANAGEMENT RETAIL DATA MANAGEMENT SUPPLY CHAIN MANAGEMENT

SOURCE: E2open

Copyright Business Wire 2021.

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Ocugen Inc. Announces $100 Million Registered Direct Offering of Common Stock Priced at a Premium to Market

MALVERN, Pa., April 23, 2021 (GLOBE NEWSWIRE) — Ocugen, Inc. (Nasdaq: OCGN), a biopharmaceutical company focused on discovering, developing, and commercializing gene therapies to cure blindness diseases and developing a vaccine to save lives from COVID-19, today announced that it has entered into definitive agreements with healthcare-focused institutional investors for the sale of an aggregate of 10 million shares of its common stock at a purchase price of $10 per share in a registered direct offering. The offering is expected to close on or about April 27, 2021, subject to the satisfaction of customary closing conditions.H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.The gross proceeds of the offering are expected to be approximately $100 million, prior to deducting placement agent’s fees and other offering expenses payable by Ocugen. Ocugen intends to use the net proceeds from the offering for general corporate purposes, capital expenditures, working capital and general and administrative expenses.The shares of common stock described above are being offered pursuant to an automatic “shelf” registration statement (File No. 333-254550) filed with the Securities and Exchange Commission (“SEC”) on March 22, 2021 which automatically became effective pursuant to SEC rules. Such shares of common stock may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and the accompanying prospectus relating to the offering of the shares of common stock will be filed with the SEC. Electronic copies of the final prospectus supplement and the accompanying prospectus relating to the offering of the shares of common stock may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by e-mail: [email protected] or by telephone: (646) 975-6996.Story continuesThis press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.About Ocugen, Inc.Ocugen, Inc. is a biopharmaceutical company focused on discovering, developing, and commercializing gene therapies to cure blindness diseases and developing a vaccine to save lives from COVID-19. Our breakthrough modifier gene therapy platform has the potential to treat multiple retinal diseases with one drug – “one to many,” and our novel biologic product candidate aims to offer better therapy to patients with underserved diseases such as wet age-related macular degeneration, diabetic macular edema, and diabetic retinopathy. We are co-developing Bharat Biotech’s COVAXIN™ vaccine candidate for COVID-19 in the U.S. market. For more information, please visit www.ocugen.com.Cautionary Note on Forward-Looking StatementsThis press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995, which are subject to risks and uncertainties. Such forward-looking statements within this press release include, without limitation, statements regarding the completion of the registered direct offering, the satisfaction of customary closing conditions related to the registered direct offering and the intended use of net proceeds from the registered direct offering. We may, in some cases, use terms such as “predicts,” “believes,” “potential,” “proposed,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially from our current expectations, such as market and other conditions. These and other risks and uncertainties are more fully described in our periodic filings with the Securities and Exchange Commission (the “SEC”), including the risk factors described in the section entitled “Risk Factors” in the quarterly and annual reports that we file with the SEC. Any forward-looking statements that we make in this press release speak only as of the date of this press release. Except as required by law, we assume no obligation to update forward-looking statements contained in this press release whether as a result of new information, future events or otherwise, after the date of this press release.Corporate Contact:Ocugen, Inc.Sanjay SubramanianChief Financial Officer and Head of Corporate [email protected] Contact:LaVoieHealthScienceEmmie Twomblyetwombly@lavoiehealthscience.

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Xcel Brands Receives Warning Over Late SEC Filing

Xcel Brands, which recently made news by acquiring the LOGO by Lori Goldstein brand and receiving a $100 million capital injection, has disclosed that it received a delisting warning from Nasdaq because it was late filing its most recent 10-K.
In an April 22 filing with the Securities and Exchange Commission, the company said that it received the warning on April 16, and that it intended to file the report “as soon as practicable.”
In fact, Xcel Brands filed the annual report that day. The filing showed the company reporting a $13 million net loss for the fiscal year 2020, worse than the $3.4 million net loss it had posted the prior year.
The Nasdaq notice had no immediate effect on the company’s stock, which at press time was trading at $1.60 a share.

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Churchill Capital IV Stock Is Being Pushed Down by Short-Sellers | The Motley Fool

Following a massive boom over the past year, special purpose acquisition companies (SPACs) have seemingly fallen out of favor since February as investors question some of the lofty valuations that private companies have been fetching in definitive agreements. The Securities and Exchange Commission (SEC) has started to scrutinize SPACs more closely, fearing that average investors could end up getting harmed from the exuberance.
The securities regulator recently proposed a change that would impact how warrants are accounted for, which could potentially make reported earnings more volatile. Short-sellers have also been targeting some SPACs to capitalize on the SPAC pullback, amplifying the selling pressure.
Here’s some evidence that short-sellers are pushing down Churchill Capital IV (NYSE:CCIV), a high-profile SPAC that’s merging with Lucid Motors.

Image source: Lucid Motors.

The biggest and most profitable SPAC short
Recent data from short-selling analytics firm S3 Partners shows that bears have significantly increased their short positions over the past 30 days. S3 Partners uses proprietary models to estimate real-time data, which can be more useful than the official data that exchanges provide twice per month. Of the 885 SPACs that S3 Partners tracks on its analytics platform, Churchill Capital IV has seen the largest increase by far.
Currently, approximately 13.7% of Churchill Capital IV’s float is sold short, according to S3 Partners. The total dollar value of those bearish positions is around $603 million, which has increased by a whopping $178 million over the past 30 days. The next highest increase in short bets was Forest Road, which is merging with Beachbody and Myx Fitness in a rare three-way merger, at just $25 million over the past 30 days. The data makes it clear that shorts are disproportionately targeting Churchill Capital IV by a significant margin.

So far, it’s working out quite profitably for the bears. Churchill Capital IV has also been the most profitable SPAC short over the past 30 days, generating overall mark-to-market profits of $249 million, or a 34% return.
Why shorts are targeting Churchill Capital IV
There are a few likely reasons why Churchill Capital IV has attracted so much short interest. First off, the stock had run up to unsustainably high levels of around $65 prior to confirming the merger with Lucid. Once the reality of the deal set it, the stock plummeted and continued to pull back.
Additionally, there are no positive fundamental drivers in the near term for Churchill Capital IV. The SPAC is currently in the process of closing the merger with Lucid, and the aspiring electric vehicle (EV) maker recently decided to delay the launch of its flagship Air sedan into the second half of 2021.
In the meantime, Lucid continues to open new stores to expand its retail network, which will help build brand awareness. Eventually, those locations will be important to conduct direct sales, but that will come after Air deliveries commence.

Long-term investors will need to be patient for the next several months and expect plenty of volatility as short-sellers capitalize on the absence of positive news. Shares will likely be range-bound for a bit.
However, that doesn’t mean that long-term investors can’t benefit. The stock looks particularly compelling at $20, and patient investors can now buy shares on the cheap.

This article represents the opinion of the writer, who may disagree with the “official” recommendation position of a Motley Fool premium advisory service. We’re motley! Questioning an investing thesis — even one of our own — helps us all think critically about investing and make decisions that help us become smarter, happier, and richer.

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Integrated Rail and Resources Acquisition Corp. Announces Confidential Filing of a $275,000,000 Draft Registration Statement for Proposed Initial Public Offering

FORT WORTH, Texas–(BUSINESS WIRE)–Apr 23, 2021–

Integrated Rail and Resources Acquisition Corp. (the “Company”) announced today it has confidentially submitted a draft registration statement on Form S-1 with the Securities Exchange Commission (“SEC”) relating to its proposed initial public offering of 27,500,000 units (the “Units”). Each unit has a proposed offering price of $10.00 and consists of one share of our Class A common stock and one-half of one redeemable warrant. The Company intends to apply to list the Units on the New York Stock Exchange (“NYSE”). The initial public offering is expected to take place after the SEC completes its review process, subject to market and other conditions.

The Company is a newly organized blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. While the Company may pursue an initial business combination target in any business or industry, it intends to focus its search on natural resources, railroads and/or railroad logistics companies, or any combinations thereof. The Company is sponsored by Rio Grande Pacific Corporation and DHIP Group, formerly known as Drexel Hamilton Infrastructure Partners LP.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended (“Securities Act”). This announcement is being issued in accordance with Rule 135 under the Securities Act.

CONTACT: William Lane

KEYWORD: UNITED STATES NORTH AMERICA TEXAS

INDUSTRY KEYWORD: PROFESSIONAL SERVICES RAIL OTHER NATURAL RESOURCES TRANSPORT FINANCE NATURAL RESOURCES

SOURCE: Integrated Rail and Resources Acquisition Corp.

Copyright Business Wire 2021.

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