Forward-Looking Statements. Certain statements in this press release may be deemed to be 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. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Sources: Confidentiality, Non Competition and Non Solicitation Employment Agreement
Forward-Looking Statements. Certain statements The matters discussed in this press release may be deemed to be prospectus supplement, including the documents that we incorporate by reference herein, and the accompanying prospectus and any free writing prospectus, including the documents we incorporate by reference therein, as well as in future oral and written statements by management of Hercules Capital, Inc., that are 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. These statements are not historical facts but rather are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the Company’s current expectationsresults expressed in, estimates and projections regarding the Company’s businessor implied by, operations and other factors relating theretothese forward-looking statements. Words Forward-looking statements relate to future events or our future financial performance. We generally identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “plans,” “anticipates,” “could,” “intends,” “planstarget,” “projects,” “contemplates,” “believes,” “estimates,” “confidentpredicts,” and “potential” or “continue” or the negative of these terms or other similar expressions are used to identify these forward-looking statementsexpressions. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and Important assumptions include our ability to pass any increased costs originate new investments, achieve certain margins and levels of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in profitability, the markets in which we operate, including, without limitation, factors relating to availability of creditadditional capital, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability maintain certain debt to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press releaseasset ratios. In light of the significant uncertainties inherent in the forward-looking information included hereinthese and other uncertainties, the inclusion of such information a projection or forward-looking statement in this prospectus supplement and the accompanying prospectus should not be regarded as a representation by the Company us that our plans or any other person that the Company’s expectations, objectives or plans will be achieved achieved. The forward-looking statements contained in this prospectus supplement, the accompanying prospectus, and any free writing prospectus include statements as to: • our current and future management structure; • our future operating results; • our business prospects and the prospects of our prospective portfolio companies; • the impact of investments that we expect to make; • our informal relationships with third parties including in the timeframe anticipated venture capital industry; • the expected market for venture capital investments and our addressable market; • the dependence of our future success on the general economy and its impact on the industries in which we invest; • our ability to access debt markets and equity markets; • the ability of our portfolio companies to achieve their objectives; • our expected financings and investments; • our regulatory structure and tax status; • our ability to operate as a business development company, or at allBDC, a small business investment company, or SBIC, and a regulated investment company, or RIC; • the adequacy of our cash resources and working capital; • the timing of cash flows, if any, from the operations of our portfolio companies; • the timing, form and amount of any distributions; • the impact of fluctuations in interest rates on our business; • the valuation of any investments in portfolio companies, particularly those having no liquid trading market; and • our ability to recover unrealized losses. Investors are cautioned For a discussion of factors that could cause our actual results to differ from forward-looking statements contained in this prospectus supplement and the accompanying prospectus, please see the discussion under “Risk Factors” beginning on page S-11 of this prospectus supplement and on page 8 of the accompanying prospectus. You should not to place undue reliance on the Company’s these forward-looking statements. The forward-looking statements made in this prospectus supplement, including the documents that we incorporate by reference herein, and the Company undertakes accompanying prospectus and any free writing prospectus, including the documents we incorporate by reference therein, relate only to events as of the date on which the statements are made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future statement to reflect events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition circumstances occurring after the date of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationthis prospectus.
Appears in 1 contract
Sources: Equity Distribution Agreement
Forward-Looking Statements. Certain statements This prospectus supplement, the accompanying prospectus, the documents we have filed with the SEC that are incorporated by reference and any free writing prospectus that we have authorized for use in connection with this press release may be deemed to be offering contain “forward-looking statements 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, or the Exchange Act. These statements are relate to future events or to our future operating or financial performance, business trends and other information that is not historical facts but rather are based on the Company’s current expectationsinformation and involve known and unknown risks, estimates and projections regarding the Company’s business, operations uncertainties and other factors relating theretowhich may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Words These forward-looking statements are subject to the “safe harbor” created by Section 27A of the Securities Act and Section 21E of the Exchange Act and may include, but are not limited to, statements about: • the progress, timing and results of clinical trials and research and development efforts involving our product candidates or the product candidates of our licensees; • the submission of applications for and receipt of regulatory clearances and approvals; • our and our licensees’ plans to conduct future clinical trials or research and development efforts; • our expectations about partnering, marketing and commercializing our product candidates; • the benefits we expect to derive from relationships with our collaborators; • the use of proceeds from this offering; and • our estimates regarding our capital requirements and our need for additional financing. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projectsanticipates,” “believes,” “estimates,” “confidentprojects,” “predicts,” “potential” and similar expressions are used intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Factors that could cause actual results to differ from those reflected We discuss many of these risks in greater detail under the heading “Risk Factors” on page S-3 of this prospectus supplement and in our SEC filings. Also, these forward-looking statements relating to represent our operations estimates and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality assumptions only as of the non-residential and residential construction markets and infrastructure spending; date of the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryersdocument containing the applicable statement. You should read this prospectus supplement, the effect of weather or seasonality; accompanying prospectus, the loss of any of our significant customers; documents we have filed with the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk SEC that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods are incorporated by reference and any future periods, any further delay free writing prospectus that we have authorized for use in the filing of any filings connection with this offering completely and with the SEC; the review understanding that our actual future results may be materially different from what we expect. We qualify all of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included hereinforegoing documents by these cautionary statements. Thus, the inclusion of such information you should not be regarded assume that our silence over time means that actual events are bearing out as a representation by the Company expressed or any other person that the Company’s expectations, objectives or plans will be achieved implied in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
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Forward-Looking Statements. Certain statements in this press release This presentation may be deemed contain “forward-looking statements” made pursuant to be the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify 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. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words by words such as “may,” “willhope,” “could,” “wouldwill,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential,” “continue,” “expectscould,” “intends,future” “plans,” “projects,” “believes,” “estimates,” “confident” and or the negative of those terms or other words of similar expressions are used to identify these meaning. You should carefully read forward-looking statements, including statements that contain these words, because they discuss our future expectations or state other “forward-looking” information. Factors Forward-looking statements involve a number of risks and uncertainties. ICE and NYSE Euronext caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. Such forward-looking statements include, but are not limited to, statements about the benefits of the proposed merger involving ICE and NYSE Euronext, including future financial results, ICE’s and NYSE Euronext’s plans, objectives, expectations and intentions, the expected timing of completion of the transaction and other statements that are not historical facts. Important factors that could cause actual results to differ materially from those reflected in indicated by such forward-looking statements relating are set forth in ICE’s and NYSE Euronext’s filings with the U.S. Securities and Exchange Commission (the “SEC”). These risks and uncertainties include, without limitation, the following: the inability to our operations and business include: fluctuations in close the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers merger in a timely manner; volatility the inability to complete the merger due to the failure of NYSE Euronext stockholders to adopt the merger agreement or the failure of ICE stockholders to approve the issuance of ICE common stock in general business and economic connection with the merger; the failure to satisfy other conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality completion of the non-residential merger, including receipt of required regulatory and residential construction markets and infrastructure spendingother approvals; the risks failure of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonalityproposed transaction to close for any other reason; the loss of possibility that any of our significant customers; the risks anticipated benefits of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needsproposed transaction will not be realized; the risk that additional information integration of NYSE Euronext’s operations with those of ICE will be materially delayed or will be more costly or difficult than expected; the challenges of integrating and retaining key employees; the effect of the announcement of the transaction on ICE’s, NYSE Euronext’s or the combined company’s respective business relationships, operating results and business generally; the possibility that the anticipated synergies and cost savings of the merger will not be realized, or will not be realized within the expected time period; the possibility that the merger may arise that would require be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; general competitive, economic, political and market conditions and fluctuations; actions taken or conditions imposed by the Company to make additional adjustments United States and foreign governments; and adverse outcomes of pending or revisions threatened litigation or to restate government investigations. In addition, you should carefully consider the financial statements risks and uncertainties and other financial data for certain prior periods and any factors that may affect future periods, any further delay results of the combined company described in the filing of any section entitled “Risk Factors” in the joint proxy statement/prospectus to be delivered to ICE’s and NYSE Euronext’s respective shareholders, and in ICE’s and NYSE Euronext’s respective filings with the SEC that are available on the SEC; ’s web site located at ▇▇▇.▇▇▇.▇▇▇, including the review of potential weaknesses or deficiencies sections entitled “Risk Factors” in ICE’s Form 10−K for the Company’s disclosure controls and proceduresfiscal year ended December 31, 2011, as filed with the SEC on February 8, 2012, and discovering further weaknesses of which we are not currently aware or which have not been detected and ICE’s Quarterly Reports on Form 10-Q for the other risks and uncertainties described in the Company’s filings quarters ended June 30, 2012, as filed with the Securities SEC on August 1, 2012 and Exchange Commission. New risks September 30, 2012, as filed with the SEC on November 5, 2012, and uncertainties emerge from time to time and it is not possible “Risk Factors” in NYSE Euronext’s Form 10−K for the Company to predict all risks and uncertainties that could have an impact fiscal year ended December 31, 2011, as filed with the SEC on the forward-looking statements contained in this press releaseFebruary 29, 2012. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information You should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and statements, which speak only as of the Company date of this presentation. Except for any obligations to disclose material information under the Federal securities laws, ICE undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future statements to reflect events or otherwise, except as required by lawcircumstances after the date of this presentation. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns Safe Harbor (together the "Company"continued), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Sources: Acquisition Agreement
Forward-Looking Statements. Certain All statements in this press release may be deemed to be contained herein other than statements of historical facts are forward-looking statements within the meaning of Section 27A the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended1995. These We have attempted to identify any forward-looking statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words by using words such as “mayanticipates,” “willbelieves,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plansmay,” “projects,” “believes,” “estimates,” “confidentshould” and other similar expressions expressions. These statements are used based upon our current expectations and speak only as of the date hereof. Although we believe that the expectations reflected in our forward-looking statements are reasonable, we can give no assurance that such expectations will prove to identify these be correct. Such statements are not guarantees of future performance or events and are subject to known and unknown risks and uncertainties that could cause our actual results, events or financial position to differ materially and adversely from those expressed in such forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business Such factors include, but are not limited to: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs raise capital; our ability to retain key employees; our ability to engage third party distributors to sell our products; economic conditions; technological advances in the medical field; demand and market acceptance risks for new and existing products, technologies, and healthcare services; the impact of raw materials on competitive products and pricing; U.S. and international regulatory, trade, and tax policies; product development risks, including technological difficulties; ability to enforce patents; and foreseeable and unforeseeable foreign regulatory and commercialization factors; our customers in a timely manner; volatility in general business ability to develop new products and economic conditions respond to technological changes in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint venturescompete; our ability to expand into new geographic or product marketsobtain government approvals of our products; our ability to achieve the acquisition component of market our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rightsproducts; changes in laws and regulations, including environmental laws and regulationsthird-party reimbursement procedures; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data factors disclosed in our annual report on Form 10-K for certain prior periods the year ended December 31, 2012 and any future periods, any further delay in the filing of any other filings with the SEC; the review of potential weaknesses . We undertake no obligation to revise or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the update any forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or for any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationreason.
Appears in 1 contract
Forward-Looking Statements. Certain statements This prospectus and the information incorporated by reference in this press release may be deemed to be prospectus contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amendedAct. These Forward-looking statements are not neither historical facts but rather nor assurances of future performance. Instead, they are based on the Company’s our current expectationsbeliefs, estimates expectations and projections assumptions regarding the Company’s future of our business, operations future plans and strategies, our clinical results and other factors relating theretofuture conditions. Words such as The words “aim,” “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “on track,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “could,would” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and or the negative of these terms or other similar expressions are used intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about: • the initiation, cost, timing, progress and results of our current and future research and development activities, preclinical studies and clinical trials, including our Phase 1 clinical trials of XMT-1660 and XMT-2056; • the potential benefits of our existing strategic collaborations and our ability to enter into additional selective strategic collaborations; • the adequacy of our inventory of XMT-1660 and XMT-2056 to support our ongoing and planned clinical trials, as well as the outcome of planned manufacturing runs; • the adequacy of our inventory of Dolasynthen and Immunosynthen platform materials needed for the manufacture of our own product candidates and for the product candidates of our collaborators; • the timing of, and our ability to obtain and maintain, regulatory approvals for our product candidates; • our ability to quickly and efficiently identify and develop additional product candidates and to innovate with respect to our existing or future antibody drug candidate platforms; • our ability to advance any product candidate into, and successfully complete, clinical trials; • unmet needs of patients with cancer indications; • our intellectual property position, including with respect to our trade secrets; • our strategic priorities; and • our estimates regarding expenses, future revenues, capital requirements, the sufficiency of our current and expected cash resources and our need for additional financing. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Factors that Actual results or events could cause actual results to differ materially from those reflected the plans, intentions and expectations disclosed in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained we make. We have included important factors in the cautionary statements included in this press release. In light prospectus, particularly in the “Risk Factors” section and in the risk factors detailed in Item 1A, “Risk Factors” of the significant uncertainties inherent in our most recent annual report, our quarterly report and our SEC reports filed after this prospectus, that we believe could cause actual results or events to differ materially from the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person statements that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at allwe make. Investors are cautioned not to place undue reliance on the Company’s Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, collaborations, joint ventures or investments we may make. The forward-looking statements contained herein represent our views as of the date of this prospectus and the Company undertakes no we do not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition We anticipate that subsequent events and developments will cause our views to change. You should, therefore, not rely on these forward-looking statements as representing our views as of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree any date subsequent to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationdate of this prospectus.
Appears in 1 contract
Sources: Sales Contracts
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amendedAct. These statements are not historical facts but rather are based on the Company’s current expectations, estimates estimates, forecasts and projections regarding about the Company’s business, operations industry in which we operate and other factors relating theretothe beliefs and assumptions of our management. Words such as The words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “on track,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “could,would” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” or the negative of these terms and similar expressions are used intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward- looking statements include, among other things, statements about: • the initiation, cost, timing, progress and results of our current and future research and development activities, preclinical studies and clinical trials; • the adequacy of our inventory of upifitamab rilsodotin (UpRi) and XMT-1592 to support our ongoing clinical studies, as well as the outcome of planned manufacturing runs; • the timing of, and our ability to obtain and maintain, regulatory approvals for our product candidates; • unmet need of ovarian cancer and non-small cell lung cancer; • our ability to quickly and efficiently identify and develop additional product candidates; • our ability to advance any product candidate into, and successfully complete, clinical trials; • our intellectual property position, including with respect to our trade secrets; • the potential benefits of strategic partnership agreements and our ability to enter into selective strategic partnerships; and • our estimates regarding expenses, future revenues, capital requirements, the sufficiency of our current and expected cash resources and our need for additional financing; and • the potential impact of the ongoing COVID-19 pandemic. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Factors that Actual results or events could cause actual results to differ materially from those reflected the plans, intentions and expectations disclosed in the forward-looking statements relating we make. We have included important factors in the cautionary statements included in this prospectus supplement, particularly in the “Risk Factors” section in this prospectus supplement, and in the sections entitled “Risk Factors” and “Risk Factor Summary” incorporated herein by reference to our operations and business include: fluctuations in the price and availability of resins and other raw materials most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and our ability other filings we make from time to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings time with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties , or SEC, that are incorporated by reference in this prospectus supplement, that could have an impact on cause actual results or events to differ materially from the forward- looking statements that we make. Our forward-looking statements contained in do not reflect the potential impact of any future acquisitions, mergers, dispositions, collaborations, joint ventures or investments that we may make or enter into. You should read this press release. In light of the significant uncertainties inherent in the forward-looking information included hereinprospectus supplement, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements accompanying prospectus and the Company undertakes no information incorporated by reference herein and therein completely and with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain statements contained in this press release may be deemed to be fact sheet, other than historical information, constitute 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. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating theretoFederal securities laws. Words such as “maybelieves,” “willanticipates,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continueestimates,” “expects,” “intends,” “plansaims,” “projectspotential,” “believeswill,” “estimateswould,” “confidentcould,” “considered,” “likely,” “estimate” and variations of these words and similar future or conditional expressions are used intended to identify these forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements include, but are not limited to, statements regarding: (i) the timing of payments under Anterix’s agreements with LCRA, (ii) Anterix’s and LCRA’s ability to negotiate and enter into agreements with incumbents to clear the 900 MHz Broadband Spectrum allocation in LCRA’s service territories on a timely basis and on commercially reasonable terms; (iii) Anterix's ability to qualify for and timely secure broadband licenses in LCRA’s service territories; and (iv) Anterix's ability to satisfy the other terms of its agreements with LCRA. Any such forward-looking statements are based on the current expectations of Anterix's management and are subject to a number of risks and uncertainties that could cause Ante▇▇▇'▇ ▇ctual future results to differ materially from its management's current expectations or those implied by the forward-looking statements. Factors These risks and uncertainties include, but are not limited to: (i) Anterix may not be successful in commercializing its spectrum assets to its targeted utility and critical infrastructure customers on a timely basis and on favorable terms; (ii) Anterix may be unable to secure broadband licenses from the FCC on a timely and cost-effective basis; (iii) Anterix has a limited operating history with its current business plan, which makes it difficult to evaluate its prospects and future financial results and its business activities, strategic approaches and plans may not be successful; and (iv) the value of Anterix's spectrum assets may fluctuate significantly based on supply and demand, as well as technical and regulatory changes. These and other risk factors that could cause actual may affect Anterix's future results of operations are identified and described in more detail in Ante▇▇▇'▇ ▇ost recent filings on Forms 10-K and 10-Q and in other filings that it makes with the SEC from time to differ from those reflected in time. These documents are available on Anterix's website at www.▇▇▇▇▇▇▇.▇▇▇ ▇▇▇er the Investor Relations section and on the SEC's website at www.▇▇▇.▇▇▇. ▇▇cordingly, you should not rely upon forward-looking statements relating to our operations and business include: fluctuations in the price and availability as predictions of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operatefuture events. Except as required by applicable law, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company Anterix undertakes no obligation to update publicly update or revise any forward-looking statementsstatements contained herein, whether as a result of any new information, future events events, changed circumstances or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus contains forward-looking statements within that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the meaning forward-looking statements for many reasons, including the reasons described in our “Prospectus Summary,” “Use of Section 27A Proceeds,” “Risk Factors,” “Management Discussion and Analysis of the Securities Act Financial Condition and Result of 1933Operations,” and “Business” sections. In some cases, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These you can identify these forward-looking statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words by terms such as “anticipate,” “believe,” “continue,” “could,” “depends,” “estimate,” “expects,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “could,would” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and or the negative of those terms or other similar expressions are used to identify expressions, although not all forward-looking statements contain those words. We have based these forward-looking statementsstatements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Factors that could cause actual results to differ from those reflected in These forward-looking statements relating are subject to our operations a number of known and business include: fluctuations unknown risks, uncertainties and assumptions, including risks described in the price section titled “Risk Factors” and availability elsewhere in this prospectus, regarding, among other things: ● market acceptance of resins and other raw materials and our products; ● our ability to pass any increased costs of raw materials deliver on our existing orders including the UPS order and further develop new orders; ● our ability to ultimately be awarded commercial or government contracts; ● our ability to attract and retain customers in for existing and new products; ● our ability to effectively maintain and update our product and service portfolio; ● our ability to continue as a timely mannergoing concern; volatility in general business and economic conditions in the markets in which we operate, ● our ability to raise capital under acceptable terms; ● our ability to effectively manage all warranty claims; ● our ability to enter long-term supply contracts including, without limitationbut not limited to the supply of lithium-ion battery cells and the battery packs incorporating such cells; ● our ability to maintain listing of our common stock on the Nasdaq Capital Market; ● our ability to adequately protect our intellectual property, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any some of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rightsrights through costly litigation or administrative proceedings; changes in laws ● legislation and regulationsgovernment regulation; and ● general economic conditions, including environmental laws inflation and regulations; our ability access to project product mix; the capital. These risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected exhaustive. Other sections of this prospectus may include additional factors that could adversely impact our business and the other risks financial performance. Moreover, we operate in a very competitive and uncertainties described in the Company’s filings with the Securities and Exchange Commissionrapidly changing environment. New risks and uncertainties risk factors emerge from time to time time, and it is not possible for the Company our management to predict all risks risk factors nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in, or implied by, any forward-looking statements. You should not rely upon forward looking statements as predictions of future events. We cannot assure you that the events and uncertainties circumstances reflected in the forward- looking statements will be achieved or occur. Although we believe that could have an impact on the expectations reflected in the forward-looking statements contained in this press releaseare reasonable, we cannot guarantee future results, levels of activity, performance or achievements. In light of the significant uncertainties inherent in the forward-looking information included hereinExcept as required by law, the inclusion of such information should not be regarded as a representation by the Company or we undertake no obligation to update publicly any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual results or to changes in our expectations. You should read this prospectus and the Company undertakes no obligation documents that we reference in this prospectus and have filed as exhibits to publicly update or revise any the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Overview and 2019 Highlights We are a technology company focused on providing sustainable and cost-effective solutions to the commercial transportation sector. As an American manufacturer, whether we design and build high performance battery-electric vehicles and aircraft that make movement of people and goods more efficient and less harmful to the environment. As part of our solution, we also develop cloud-based, real-time telematics performance monitoring systems that enable fleet operators to optimize energy and route efficiency. We are currently focused on our core competency of bringing the C-Series electric delivery truck to market and fulfilling our existing backlog of orders. We have licensed some of our previously developed intellectual property to Lordstown Motors Corp. (“LMC”) and have sold our SureFly™ multicopter business which were assets that are outside of our core focus. Workhorse electric delivery trucks are in use by our customers on U.S. roads. Our delivery customers include companies such as UPS, FedEx Express, Alpha Baking and ▇.▇. ▇▇▇▇▇. Data from our in-house developed telematics system demonstrates our vehicles on the road are averaging approximately a result 500% increase in fuel economy as compared to conventional gasoline-based trucks of new informationthe same size and duty cycle. In addition to improved fuel economy, future events we anticipate that the performance of our vehicles on-route will reduce long-term vehicle maintenance expense by approximately 60% as compared to fossil-fueled trucks. We are an OEM capable of manufacturing Class 3-6 commercial-grade, medium-duty truck at our Union City, Indiana facility, marketed under the Workhorse® brand. Workhorse last mile delivery trucks are assembled in the Union City assembly facility. From our development modeling and the existing performance of our electric vehicles on American roads, we estimate that our C-Series delivery trucks will save over $170,000 in fuel and maintenance savings over the 20-year life of the vehicle. We expect that fleet buyers will be able to achieve a three-year or otherwisebetter return-of-investment (without government incentives), except as required by lawwhich we believe justifies the higher acquisition cost of our vehicles. Investor / Media Contact xxxxx Our goal is to continue to increase sales and production, while executing on our cost-down strategy to a point that will enable us to achieve gross margin profitability of the last mile delivery truck platform. As a condition key strategy, we have developed the Workhorse C-Series platform, which has been accelerated from our previous development efforts. The Workhorse C-Series electric delivery truck platform will be available in multiple size configurations, 450, 650 and 1,000 cubic feet. This ultra-low floor platform incorporates state-of-the-art safety features, economy and performance. We expect these vehicles offer fleet operators the most favorable total cost-of-ownership of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together any comparable vehicle available today. We believe we are the "Company")first American OEM to market a U.S. built electric delivery truck, and early indications of fleet interest are significant. We expect the C-Series trucks will be supported by our Ryder Systems partnership. Using C-Series light duty prototypes, we delivered over 100,000 packages in consideration San Francisco and Ohio during our testing. During the testing period we achieved 50 MPGe and successfully demonstrated the role the vehicle can have in last mile delivery. Our HorseFly™ delivery drone is a custom designed, purpose-built drone that is fully integrated in our electric trucks. HorseFly is designed with a maximum gross weight of my employment with 30 lbs., a 10 lb. payload and a maximum air speed of 50 mph. It is designed and built to be rugged and consisting of redundant systems to further meet the FAA’s required rules and regulations. As part of the divestiture of SureFly, the Company and my receipt formed a 50/50 joint venture to which we contributed our HorseFly technology. On November 27, 2019, the Company completed the sale of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential InformationSureFly for $4.0 million.
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain statements in This prospectus and any accompanying prospectus supplement, including the documents incorporated by reference into this press release may be deemed to be prospectus and any accompanying prospectus supplement, contain “forward-looking statements statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Forward-looking statements provide our current expectations or forecasts of future events and are not statements of historical fact. These forward-looking statements are not historical facts but rather are based on the Company’s current expectationsinclude information about possible or assumed future events, estimates including, among other things, discussion and projections regarding the Company’s businessanalysis of our future financial condition, results of operations and funds from operations, our strategic plans and objectives, cost management, occupancy and leasing rates and trends, liquidity and ability to refinance our indebtedness as it matures, anticipated capital expenditures (and access to capital) required to complete projects, amounts of anticipated cash distributions to our stockholders in the future and other factors relating theretomatters. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continueanticipates,” “expects,” “intends,” “plans,” “projectswill,” “should,” “believes,” “seeks,” “estimates,” “confidentmay,” “provided,” “future,” “could,” “would,” “growth,” “if,” “possible,” “potential” and “likely” and variations of these words and similar expressions are used intended to identify these forward-looking statements. Factors that These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and/or could cause actual results to differ materially from those reflected expressed or forecasted in the forward-looking statements. Statements regarding the following subjects, among others, are forward-looking by their nature: • future re-leasing efforts; • our business and financing strategy; • our ability to continue to implement our business plan; • pending and future transactions; • our projected operating results and anticipated acquisitions; • our ability to obtain future financing arrangements; • estimates relating to our future distributions; • our understanding of our competition and our ability to compete effectively; • future market and industry trends; • future interest and insurance rates; • estimates of our future operating expenses, including payments to our Adviser and Administrator (each, as defined herein) under the terms of our advisory and administration agreements; • the impact of technology on our operations and business, including the risk of cyber-attacks, cyber-liability or potential liability for breaches of our privacy or information security systems; • projected capital expenditures; and • future use of the proceeds of our Credit Facility (as defined below), mortgage notes payable, future stock offerings and other future capital resources, if any. Forward-looking statements involve inherent uncertainty and may ultimately prove to be incorrect or false. You are cautioned to not place undue reliance on forward-looking statements. Except as otherwise may be required by law, we undertake no obligation to update or revise forward-looking statements relating to reflect changed assumptions, the occurrence of unanticipated events or actual operating results. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to: • general volatility of the capital markets and the market price of our operations common and business include: fluctuations preferred stock; • failure to maintain our qualification as a real estate investment trust (“REIT”) and in the price risk of changing laws that affect REITs; • risks associated with negotiation and availability consummation of resins pending and future transactions; • changes in our business strategy; • the adequacy of our cash reserves and working capital; • our failure to successfully integrate and operate acquired properties and operations; • defaults upon or non-renewal of leases by tenants; • decreased rental rates or increased vacancy rates; • the degree and nature of our competition, including with other raw materials real estate investment companies; • availability, terms and deployment of capital, including the ability to maintain and borrow under our $100.0 million senior unsecured revolving credit facility and our $160.0 million term loan facility (together the “Credit Facility”), arrange for long-term mortgages on our properties, secure additional long-term lines of credit and raise equity capital; • our Adviser’s ability to pass identify, hire and retain highly-qualified personnel; • changes in our industry or the general economy; • changes in real estate and zoning laws and increases in real property tax rates; • changes in governmental regulations, tax rates and similar matters; • the national and global political environment, including foreign relations and trading policies; • environmental uncertainties and risks related to natural disasters; and • the loss of any increased costs of raw materials on our key officers, such as Mr. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, our chairman and chief executive officer, ▇▇. ▇▇▇▇▇ ▇▇▇ Brubaker, our vice chairman and chief operating officer, or ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, our president, or ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇, our chief financial officer. This list of risks and uncertainties, however, is only a summary of some of the most important factors to our customers us and is not intended to be exhaustive. You should carefully review the risks and information contained in, or incorporated by reference into, in a timely manner; volatility this prospectus or in general business and economic conditions in the markets in which we operateany accompanying prospectus supplement, including, without limitation, factors relating to availability of creditthe “Risk Factors” incorporated by reference herein from our Annual Report on Form 10-K for the year ended December 31, interest rates2018, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods reports and any future periods, any further delay in the filing of any filings information that we file with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange CommissionSEC from time to time. New risks and uncertainties factors may also emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements materially and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationadversely affect us.
Appears in 1 contract
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus supplement contains or incorporates by reference forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amendedAct, and Section 21E of the Securities Exchange Act of 1934Act, as amendedthat reflect our current views with respect to, among other things, our operations and financial performance. These Forward-looking statements include all statements that are not historical facts but rather are based on facts. In some cases, you can identify these forward-looking statements by the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “wouldseeks,” “shouldapproximately,” “anticipateprojects,” “predict,” “potential,” “continue,” “expectspredicts,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confidentanticipates” and similar expressions are used to identify or the negative version of these words or other comparable words. Such forward-looking statementsstatements are subject to various risks and uncertainties. Factors Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those reflected indicated in forward-looking statements relating these statements. We believe these factors include but are not limited to our operations those described under “Risk Factors” in this prospectus supplement and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any Item 1A of our significant customers; Annual Report on Form 10-K for the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attractyear ended December 31, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations2023, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings as filed with the SEC; , as well as the review of potential weaknesses other information contained or deficiencies incorporated by reference in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected this prospectus supplement and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commissionaccompanying prospectus. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information These factors should not be regarded construed as a representation exhaustive and should be read in conjunction with the other cautionary statements that are included or incorporated by the Company or any other person that the Company’s expectations, objectives or plans will be achieved reference in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements this prospectus supplement and the Company undertakes accompanying prospectus. We undertake no obligation to publicly update or revise review any forward-looking statementsstatement, whether as a result of new information, future events developments or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with ArbitechUnless otherwise indicated or unless the context requires otherwise, Inc.all references in this prospectus supplement to “the Company,” “we,” “us,” “our” and similar references mean Public Storage and, where the context requires, its direct and indirect subsidiaries, affiliates, successors or assigns (together the "including Public Storage Operating Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid . All references to me by “PSOC” refer to Public Storage Operating Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Sources: Equity Distribution Agreement
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus and the documents we have filed with the SEC that are incorporated by reference contain “forward-looking statements statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934Act. Our forward-looking statements include, as amended. These but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, and statements that are not historical facts but rather facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating theretoforward-looking statements. Words such as The words “mayanticipate,” “willbelieve,” “continue,” “could,” “wouldestimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confidentwould” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this prospectus are used based on our current expectations and beliefs concerning future developments and their potential effects on us taking into account information currently available to identify us. There can be no assurance that future developments affecting us will be those that we have anticipated. Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. Factors Some factors that could cause actual results to differ from those reflected include, but are not limited to risk associated with: • our limited operating history and risks involved in forwardbiopharmaceutical product development; • our limited experience as a commercial-looking statements relating stage company and ability to our operations and business include: fluctuations in the price and availability of resins and other raw materials and successfully commercialize VTAMA® (tapinarof); • our ability to pass raise additional capital to fund our business on acceptable terms or at all; • the fact that we will likely incur significant operating losses for the foreseeable future; • the impact of public health outbreaks, epidemics or pandemics (such as the COVID-19 pandemic) on our business (including our clinical trials and preclinical studies), operations and financial condition and results; • our ability to acquire, in-license or discover new product candidates; • our Vant structure and the potential that we may fail to capitalize on certain development opportunities; • clinical trials and preclinical studies, which are very expensive, time-consuming, difficult to design and implement and involve uncertain outcomes; • the unproven nature of our approach to the discovery and development of product candidates from our small molecule discovery engine; • the novelty, complexity and difficulty of manufacturing certain of our products and product candidates, including any increased manufacturing problems that result in delays in development or commercialization of our products and product candidates; • difficulties we may face in enrolling and retaining patients in clinical trials and/or clinical development activities; • the results of our clinical trials not supporting our proposed claims for a product candidate; • changes in interim, top-line and/or preliminary data from our clinical trials changing as more data becoming available or being delayed due to audit and verification process; • changes in product manufacturing or formulation that could lead to the incurrence of costs or delays; • the failure of raw materials on any third-party we contract with to conduct, supervise and monitor our customers clinical trials to perform in a timely mannersatisfactory manner or to comply with applicable requirements; volatility • the fact that obtaining approvals for new drugs is a lengthy, extensive, expensive and unpredictable process that may end with our inability to obtain regulatory approval by the FDA or other regulatory agencies in general business other jurisdictions; • the failure of our clinical trials to demonstrate substantial evidence of the safety and economic conditions in the markets in which we operateefficacy of our products and product candidates, including, without limitationbut not limited to, factors relating scenarios in which our products and product candidates may cause adverse effects that could delay regulatory approval, discontinue clinical trials, limit the scope of approval or generally result in negative media coverage of us; • our inability to availability obtain regulatory approval for a product or product candidate in certain jurisdictions, even if we are able to obtain approval in certain other jurisdictions; • our ability to effectively manage growth and to attract and retain key personnel; • any business, legal, regulatory, political, operational, financial and economic risks associated with conducting business globally; • our ability to obtain and maintain patent and other intellectual property protection for our technology, products and product candidates; • the inadequacy of credit, interest rates, fluctuations in capital patent terms and business and consumer confidencetheir scope to protect our competitive position; cyclicality and seasonality • the failure to issue (or the threatening of the non-residential and residential construction markets and infrastructure spending; the risks their breadth or strength of increasing competition in protection) or provide meaningful exclusivity for our existing current and future markets, including competition from both manufacturers products and product candidates of high performance chicken our patent applications that we hold or have in-licensed; • the fact that we do not currently and turkey fryers, may not in the effect future own or license any issued composition of weather or seasonality; the loss matter patents covering certain of our products and product candidates and our inability to be certain that any of our significant customersother issued patents will provide adequate protection for such products and product candidates; • the risks of doing business internationally; the risks of conducting a portion fact that our largest shareholders (and certain members of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component management team) own a significant percentage of our growth strategyshares and will be able to exert significant control over matters subject to shareholder approval; • the risk outcome of any pending or potential litigation, including but not limited to our expectations regarding the outcome of any such litigation and costs and expenses associated with manufacturing processessuch litigation; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; • changes in applicable laws and regulations, including environmental laws and or regulations; our ability to project product mix• the possibility that we may be adversely affected by other economic, business and/or competitive factors; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the • other risks and uncertainties described indicated from time to time in the Company’s filings made with the Securities and Exchange CommissionSEC. These risks are not exhaustive. New risks and uncertainties risk factors emerge from time to time and it is not possible for the Company our management to predict all risks and uncertainties that could have an risk factors, nor can we assess the impact of all factors on our business or the forward-looking statements extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements. In addition, whether statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a result of new reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information, future events or otherwise, except . These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. Except as required by law. Investor / Media Contact xxxxx As a condition , we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationsuch statements.
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain This prospectus supplement, including the information incorporated by reference into this prospectus, contains, and any prospectus supplement may contain statements in this press release may be deemed to be that are 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. These statements are not historical facts but rather are based on the Company’s current about our expectations, estimates and projections regarding the Company’s beliefs or intentions regarding, among other things, our product development efforts, business, operations financial condition, results of operations, strategies, plans and other factors relating theretoprospects. Words In addition, from time to time, we or our representatives have made or may make forward- looking statements, orally or in writing. Forward-looking statements can be identified by the use of forward-looking words such as “believe,” “expect,” “intend,” “plan,” “may,” “should,” “would,” “anticipate,” “could,” “might,” “seek,” “target,” “will,” “could,” “would,” “should,” “anticipateproject,” “predict,” “forecast,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” or their negatives or variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical matters. These forward-looking statements may be included in, among other things, various filings made by us with the SEC, press releases or oral statements made by or with the approval of one of our authorized executive officers. Forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and similar expressions are used uncertainties that could cause our actual results to identify these differ materially from any future results expressed or implied by the forward-looking statements. Factors that Many factors could cause our actual activities or results to differ materially from those reflected the activities and results anticipated in forward-looking statements relating statements, including, but not limited to: ● our history of recurring losses and negative cash flows from operating activities, significant future commitments and the uncertainty regarding the adequacy of our liquidity to pursue our operations complete business objectives; ● our intended use of the net proceeds, if any, of this offering and our need to raise additional capital to meet our business include: fluctuations requirements in the price future and availability such capital raising may be costly or difficult to obtain and could dilute out stockholders’ ownership interests; ● market acceptance of resins our products; ● an inability to secure and other raw materials and maintain regulatory approvals for the sale of our products; ● negative clinical trial results or lengthy product delays in key markets; ● our ability to pass any increased costs of raw materials on to our customers in a timely mannermaintain compliance with the Nasdaq listing standards; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; ● our ability to expand into new geographic or product marketsgenerate revenues from our products and obtain and maintain regulatory approvals for our products; ● our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to adequately protect our intellectual property rights; changes in laws ● our dependence on a single manufacturing facility and regulations, including environmental laws and regulations; our ability to project product mixcomply with stringent manufacturing quality standards and to increase production as necessary; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; ● the risk that additional information the data collected from our current and planned clinical trials may arise not be sufficient to demonstrate that would require the Company our technology is an attractive alternative to make additional adjustments other procedures and products; ● intense competition in our industry, with competitors having substantially greater financial, technological, research and development, regulatory and clinical, manufacturing, marketing and sales, distribution and personnel resources than we do; ● entry of new competitors and products and potential technological obsolescence of our products; ● inability to carry out research, development and commercialization plans; ● loss of a key customer or revisions supplier; ● technical problems with our research and products and potential product liability claims; ● product malfunctions; ● price increases for supplies and components; ● insufficient or to restate the financial statements inadequate reimbursement by governmental and other financial data third-party payers for certain prior periods our products; ● our efforts to successfully obtain and any future periodsmaintain intellectual property protection covering our products, any further delay which may not be successful; ● adverse federal, state and local government regulation, in the filing United States, Europe or Israel and other foreign jurisdictions; ● the fact that we conduct business in multiple foreign jurisdictions, exposing us to foreign currency exchange rate fluctuations, logistical and communications challenges, burdens and costs of any filings compliance with the SECforeign laws and political and economic instability in each jurisdiction; the review of potential weaknesses or deficiencies ● security, political and economic instability in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties Middle East that could have an impact on harm our business, including due to the current war between Israel and Hamas; and ● current or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk. We believe these forward-looking statements are reasonable; however, these statements are only current predictions and are subject to known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements contained statements. We discuss or refer you to many of these risks in this press releaseprospectus in greater detail under the heading “Risk Factors” and elsewhere in this prospectus. In light of the significant uncertainties inherent in the forward-looking information included hereinGiven these uncertainties, the inclusion of such information you should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s rely upon forward-looking statements as predictions of future events. All forward-looking statements attributable to us or persons acting on our behalf speak only as of the date hereof and are expressly qualified in their entirety by the Company undertakes cautionary statements included in this prospectus. We undertake no obligation obligations to publicly update or revise any forward-looking statements, whether as a result of new information, future statements to reflect events or otherwisecircumstances that arise after the date made or to reflect the occurrence of unanticipated events, except as required by law. Investor / Media Contact xxxxx As a condition In evaluating forward-looking statements, you should consider these risks and uncertainties and not place undue reliance on our forward-looking statements. In the past, we have not declared or paid cash dividends on our common stock. We do not intend to pay cash dividends in the future; rather, we intend to retain future earnings, if any, to fund the operation and expansion of my employment with Arbitechour business and for general corporate purposes. The holders of Series C Preferred Stock are not entitled to receive any dividends, Inc.unless and until specifically declared by our board of directors. However, its subsidiaries, affiliates, successors or assigns holders of our Series C Preferred Stock are entitled to receive dividends on shares of Series C Preferred Stock equal (together the "Company")on an as-if-converted-to-common-stock basis, and without giving effect for such purposes to the 4.99% or 9.99% beneficial ownership limitation, as applicable) to and in consideration of my employment with the Company and my receipt same form as dividends actually paid on shares of the compensation now and hereafter paid common stock when such dividends are specifically declared by our board of directors. We are not obligated to me by Companyredeem or repurchase any shares of Series C Preferred Stock. Shares of Series C Preferred Stock are not otherwise entitled to any redemption rights, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationor mandatory sinking fund or analogous fund provision.
Appears in 1 contract
Sources: Equity Distribution Agreement
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus contains forward-looking statements within the meaning about us and our industry that involve substantial risks and uncertainties. All statements other than statements of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are not historical facts but rather contained in this prospectus, including statements regarding our future results of operations or financial condition, business strategy and plans and objectives of management for future operations, are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected in In some cases, you can identify forward-looking statements relating to because they contain words such as "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will" or "would" or the negative of these words or other similar terms or expressions, although not all forward-looking statements contain these words. These forward-looking statements include, but are not limited to, statements concerning the following: • the initiation, timing, progress and results of our operations research and business include: fluctuations in the price development programs, preclinical studies, any clinical trials and availability of resins IND and other raw materials regulatory submissions; • our expectations regarding the activity of ATRC-101 or potential future product candidates once administered in a human subject; • our expectations and beliefs regarding the market for cancer therapies and development of the immuno-oncology industry; • our ability to identify and develop product candidates for treatment of additional disease indications; • our or a potential future collaborator's ability to obtain and maintain regulatory approval of any of our current or potential future product candidates; • the rate and degree of market acceptance of any approved product candidates; • the implementation of our business model and strategic plans for our business, technologies, and current or potential future product candidates; • our or any potential future collaborator's ability to obtain and maintain intellectual property protection for our discovery platform and current or potential future product candidates and our ability to pass any increased costs operate our business without infringing the intellectual property rights of raw materials others; and • our use of net proceeds to us from this offering. You should not rely on to forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this prospectus primarily on our customers in a timely manner; volatility in general business current expectations and economic conditions in the markets in which projections about future events and trends that we operatebelieve may affect our business, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital financial condition and business and consumer confidence; cyclicality and seasonality operating results. The outcome of the nonevents described in these forward-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future marketslooking statements is subject to risks, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements uncertainties and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties factors described in the Company’s filings with the Securities section titled "Risk Factors" and Exchange Commissionelsewhere in this prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time time, and it is not possible for the Company us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press releaseprospectus. In light of the significant uncertainties inherent The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, that we have filed with the SEC with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. In addition, statements that "we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information included hereinavailable to us as of the date of this prospectus. While we believe that information provides a reasonable basis for these statements, the inclusion of such that information may be limited or incomplete. Our statements should not be regarded as a representation by the Company read to indicate that we have conducted an exhaustive inquiry into, or any other person that the Company’s expectationsreview of, objectives or plans will be achieved in the timeframe anticipated or at allall relevant information. Investors These statements are inherently uncertain, and investors are cautioned not to place undue reliance unduly rely on the Company’s these statements. The forward-looking statements and made in this prospectus relate only to events as of the Company undertakes date on which the statements are made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future statements made in this prospectus to reflect events or otherwisecircumstances after the date of this prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with ArbitechWe may not actually achieve the plans, Inc., its subsidiaries, affiliates, successors intentions or assigns (together the "Company")expectations disclosed in our forward-looking statements, and in consideration you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of my employment with the Company and my receipt any future acquisitions, mergers, dispositions, joint ventures or investments. We qualify all of the compensation now and hereafter paid to me our forward-looking statements by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationthese cautionary statements.
Appears in 1 contract
Sources: Common Stock Sales Agreement
Forward-Looking Statements. Certain statements in this press release This document may be deemed to be forward-looking statements contain “forward‐looking information” within the meaning of Section 27A Canadian securities legislation and “forward‐looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 19331995 (collectively, “forward‐looking statements”). These forward‐looking statements are made as amendedof the date of this document and Midas Gold, Inc. (the “Company”) does not intend, and Section 21E does not assume any obligation, to update these forward‐looking statements. Forward‐looking statements relate to future events or future performance and reflect Company management’s expectations or beliefs regarding future events and include, but are not limited to, statements with respect to the estimation of mineral reserves and mineral resources, the realization of mineral reserve estimates, the timing and plan to combine Vista’s Yellow Pine deposit under the terms of the Securities Exchange Act letter of 1934intent, the timing and amount of estimated future production, costs of production, capital expenditures, success of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. In certain cases, forward‐looking statements can be identified by the use of words such as amended“plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” or the negative of these terms or comparable terminology. These By their very nature forward‐looking statements are not historical facts but rather are based on the Company’s current expectationsinvolve known and unknown risks, estimates and projections regarding the Company’s business, operations uncertainties and other factors relating theretowhich may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward‐looking statements. Words such Such factors include, among others, risks related to actual results of current exploration activities; changes in project parameters as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” plans continue to be refined; future prices of mineral resources; possible variations in ore reserves, grade or recovery rates; accidents, labour disputes and similar expressions are used other risks of the mining industry; delays in obtaining governmental approvals or financing or in the completion of development or construction activities and the tax consequences of the proposed combination. Although the Company has attempted to identify these forward-looking statements. Factors important factors that could cause actual actions, events or results to differ materially from those reflected described in forward-looking forward‐looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward‐looking statements relating will prove to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operatebe accurate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing as actual results and future marketsevents could differ materially from those anticipated in such statements. Accordingly, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information readers should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-forward‐ looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Sources: Combination Agreement
Forward-Looking Statements. Certain statements in this press release may be deemed to be This Prospectus contains “forward-looking statements statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, amended (the “Act”) and Section 21E of the Securities Exchange Act 34 Act. All statements other than statements of 1934, as amended. These statements are not historical facts but rather included in this Prospectus are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating theretoforward-looking statements. Words such as The words “mayhopes,” “willbelieves,” “couldanticipates,” “wouldplans,” “shouldseeks,” “anticipateestimates,” “predict,” “potential,” “continueprojects,” “expects,” “intends,” “plansmay,” “projectscould,” “believesshould,” “estimateswould,” “confidentwill,” “continue,” and similar expressions are used intended to identify these forward-forward- looking statements. Factors that The following uncertainties and factors, among others, could affect future performance and cause actual results to differ materially from those matters expressed in or implied by forward-looking statements: · our ability to raise sufficient funds in the coming months in order for us to start our Validive Phase 3 clinical trial; · our ability to find a suitable pharmaceutical partner to further our development of Validive, if we are unable to raise sufficient additional financing; · risks and uncertainties associated with our research and development activities, including our clinical trials; · estimated timeframes for our clinical trials and regulatory reviews for approval to market products; · plans to research, develop and commercialize our current and future product candidates; · the rate and degree of market acceptance and clinical utility of any products for which we receive marketing approval; · commercialization, marketing and manufacturing capabilities and strategy; · intellectual property position and strategy; · future financial performance; · estimates regarding expenses, capital requirements and need for additional financing; · the impact of government laws and regulations; · ability to attract and retain key personnel; and · financial and operational projections. Although we believe that the expectations reflected in such forward-looking statements relating to our operations are appropriate, we can give no assurance that such expectations will be realized. All subsequent written and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the oral forward-looking statements contained attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements above and made elsewhere in this press releaseprospectus and future supplemental prospectuses. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes We undertake no obligation to publicly update any statements made in this Prospectus or revise elsewhere, including without limitation any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together You should read this prospectus and the "Company"), and documents that we reference in consideration of my employment this prospectus with the Company understanding that our actual future results, levels of activity, performance and my receipt of the compensation now events and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationcircumstances may be materially different from what we expect.
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain statements From time to time, in reports filed with the Securities and Exchange Commission (including this registration statement), in press release releases and in other communications to stockholders or the investment community, we may be deemed to be provide forward-looking statements within the meaning concerning possible or anticipated future results of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amendedoperations or business developments. These statements are not historical facts but rather are based on the Companyour management’s current expectationsexpectations or predictions of future conditions, events or results based on various assumptions and our management’s estimates of trends and projections regarding economic factors in the Company’s businessmarkets in which we are active, operations and other factors relating theretoas well as our business plans. Words such as “mayexpects,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expectsanticipates,” “intends,” “plans,” “projectsbelieves,” “believesseeks,” “estimates,” “confidentprojects,” “forecasts,” “may,” “should,” and variations of such words and similar expressions are used intended to identify these such forward-looking statements. Factors that could cause actual results to differ from those reflected in The forward-looking statements relating to our operations and business may include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of creditstatements regarding product candidate development, interest ratesproduct candidate potential, fluctuations in regulatory environment, sales and marketing strategies, capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather resources or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commissionoperating performance. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the The forward-looking statements contained are subject to risks and uncertainties, which may cause results to differ materially from those set forth in the statements. Forward-looking statements in this press release. In light registration statement should be evaluated together with the many uncertainties that affect our business and our market, particularly those discussed in the “Risk Factors” section of our Annual Report on Form 10‑K for the significant year ended December 31, 2015, as amended, and our subsequent filings, which are incorporated by reference into this prospectus, to better understand the risks and uncertainties inherent in the forwardour business and underlying any forward- looking statements. Forward-looking information included hereinstatements are not guarantees of future performance, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at alland actual results may differ materially from those projected. Investors are cautioned not to place undue reliance on the Company’s The forward-looking statements are representative only as of the date of this prospectus and the Company undertakes except as required by law, we assume no obligation responsibility to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should read this prospectus and the documents that we reference in this prospectus and have been filed as exhibits to the registration statement of which this prospectus is a part completely and with the understanding that our actual future results may be materially different from what we expect. The information contained in this prospectus is accurate only as of the date of this prospectus, except regardless of the time of delivery of this prospectus or any issuance or sale of our common shares. Except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid we do not assume any obligation to me by Company, I agree to the following: Atupdate any forward-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationlooking statements.
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus contains predictive or “forward-looking statements statements” within the meaning of Section 27A of the Private Securities Litigation Reform Act of 19331995. All statements other than statements of current or historical fact contained in this prospectus, as amendedincluding statements that express our intentions, and Section 21E of the Securities Exchange Act of 1934plans, as amended. These statements are not historical facts but rather are based on the Company’s current objectives, beliefs, expectations, estimates and projections regarding the Company’s businessstrategies, operations and predictions or any other factors statements relating theretoto our future activities or other future events or conditions are forward-looking statements. Words such as The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “couldshould,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions expressions, as they relate to us, are used intended to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking These statements relating to are based on current expectations, estimates and projections made by management about our operations and business include: fluctuations in the price and availability of resins business, our industry and other raw materials and conditions affecting our ability to pass any increased costs financial condition, results of raw materials on to our customers in a timely manner; volatility in general operations or business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial prospects. These statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on forecasted in, or implied by, the forward-looking statements contained in this press releasedue to numerous risks and uncertainties. In light Factors that could cause such outcomes and results to differ include, but are not limited to, risks and uncertainties arising from: • estimates and forecasts of financial and performance metrics and expectations related to realizing the potential benefits of the significant uncertainties inherent in Business Combination; • failure to realize the forward-looking information included herein, anticipated benefits of the inclusion Business Combination; • the ability to maintain the listing of such information should not be regarded as a representation by the Company or any other person that Class A common stock and the warrants on the Nasdaq Capital Market; • the Company’s expectationsability to issue equity or equity-linked securities, objectives to obtain debt financing or plans will be achieved refinance existing indebtedness on satisfactory terms, or otherwise raise financing in the timeframe anticipated future; • the liquidity and trading of the Class A common stock and the warrants; • members of the Company’s management team allocating their time to other businesses and potentially having conflicts of interest with the Company’s business; • the Company’s future financial performance; • the Company’s success in retaining or at all. Investors are cautioned not recruiting, or changes required in, its officers, key employees or directors; • the Company’s ability to place undue reliance identify organic and inorganic growth opportunities and the ability to manage future growth; • the Company’s ability to develop new products and services, bring them to market in a timely manner, and make enhancements to its business; • the effects of competition on the Company’s business; • changes in domestic and foreign business, financial, political and legal conditions; • future global, regional or local economic and market conditions; • the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; • the development, effects and enforcement of laws and regulations; • uncertainty regarding the actual number of shares we will issue pursuant to the sales agreement and gross proceeds resulting from those sales, at any one time or in total; • the Class A common stock offered in connection with the sales pursuant to the sales agreement will be sold in “at the market offerings,” and investors who buy shares at different times will likely pay different prices; • we will have broad discretion in the use of proceeds; • you may experience future dilution as a result of future equity offerings; • ▇▇▇▇▇▇▇ ▇▇▇▇▇ will continue to control a voting majority of our common stock following the offering; • our stock price can be volatile, which increases the risk of litigation, and may result in a significant decline in the value of your investment; and • we do not intend to pay dividends on our Class A common stock, so your ability to achieve a return on your investment will depend on appreciation, if any, in the price of our Class A common stock. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future statements to reflect events or otherwisecircumstances that may arise after the date of this prospectus, except as required by applicable law. Investor / Media Contact xxxxx As a condition Investors should evaluate any statements made by us in light of my employment these important factors. We qualify all of our forward-looking statements by these cautionary statements. In addition, with Arbitechrespect to all of our forward-looking statements, Inc., its subsidiaries, affiliates, successors or assigns (together we claim the "Company"), and in consideration of my employment with the Company and my receipt protection of the compensation now and hereafter paid to me by Company, I agree to safe harbor for forward-looking statements contained in the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential InformationPrivate Securities Litigation Reform Act of 1995.
Appears in 1 contract
Sources: At Market Issuance Sales Agreement
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus and the documents incorporated herein by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, that involve risks and Section 21E of the Securities Exchange Act of 1934, as amendeduncertainties. These forward-looking statements are not historical facts but rather are plans and predictions based on the Company’s current expectations, estimates and projections regarding about our industry, our beliefs and assumptions. Discussions containing these forward-looking statements may be found, among other places, in the Company’s business, operations and other factors relating thereto. Words such as Sections entitled “mayBusiness Overview,” “will,Risk Factors” and “could,Management’s Discussion and Analysis of Financial Condition and Results of Operations” “would,” “should,” incorporated by reference from our most recent Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q, as well as any amendments thereto, filed with the SEC. We use words such as “anticipate,” “predictexpect,” “potentialintend,” “continueplan,” “expectsbelieve,” “intendsseek,” “plans,estimate” “projects,” “believes,” “estimates,” “confident” and variations of these words and similar expressions are used to identify these forward-forward- looking statements. Factors that These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those reflected expressed or forecasted in the forward-looking statements. These risks and uncertainties include those described in the section above entitled “Risk Factors.” You should not place undue reliance on these forward-looking statements, which reflect our view only as of the date of this prospectus. Except as required by law, we assume no obligation to update these forward-looking statements relating publicly, or to our operations and business include: fluctuations revise any forward-looking statements to reflect events or developments occurring after the date of this prospectus, even if new information becomes available in the price future. We cannot guarantee that we will receive any proceeds in connection with this offering because we may be unable or choose not to issue and sell any securities covered by this prospectus. Unless otherwise provided in a supplement or amendment to this prospectus, we intend to use any net proceeds from this offering, together with other available funds, for operating costs, including working capital needs and for other general corporate purposes. We have not specifically identified the precise amounts we will spend on each of these areas or the timing of these expenditures. The amounts actually expended for each purpose may vary significantly depending upon numerous factors, including the amount and timing of the proceeds from this offering and our operating expenses. In addition, expenditures may also depend on the establishment of new collaborative arrangements with other companies, the availability of resins other financing, and other raw materials factors. We will be required to raise substantial additional capital to continue to fund our continued activities. We may raise additional capital through additional public or private financings, as well as collaborative relationships, incurring debt and our ability to pass any increased costs other available sources. Please see the discussion of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; liquidity under the caption “Risk Factors” included in Part I, Item 1A of our ability to manage our supply purchasing and customer credit policies; the risks associated with our selfAnnual Report on Form 10-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible K for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained fiscal year ended June 30, 2019, which is incorporated by reference in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationprospectus.
Appears in 1 contract
Sources: Equity Distribution Agreement
Forward-Looking Statements. Certain statements We consider portions of this prospectus and certain information incorporated by reference into this prospectus, including information in this press release may be deemed “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Trends” in our most recent Annual Report on Form 10-K, and subsequent Quarterly Reports on Form 10-Q, to be contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the “Securities Act,”, and Section 21E of the Securities Exchange Act of 1934, as amended, or the “Exchange Act,” with respect to our expectations for future periods. These In addition, any prospectus supplement or any free writing prospectus we prepare in connection with an offering of any of the securities described herein may also contain forward-looking statements. Forward-looking statements are do not discuss historical facts fact, but rather are based on the Company’s current instead include statements related to expectations, estimates projections, intentions or other items related to the future. Such forward-looking statements include, without limitation, statements regarding expected operating performance and projections regarding the Company’s businessresults, operations property stabilizations, property acquisition and disposition activity, joint venture activity, development and renovation activity and other factors relating theretocapital expenditures, and capital raising and financing activity, as well as lease pricing, revenue and expense growth, occupancy, interest rate and other economic expectations. Words such as “mayexpects,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expectsanticipates,” “intends,” “plans,” “projectsbelieves,” “believesseeks,” “estimates,” “confidentforecasts,” “projects,” “assumes,” “will,” “may,” “could,” “should,” “budget,” “target,” “outlook,” “proforma,” “opportunity,” “guidance” and variations of such words and similar expressions are used intended to identify these such forward-looking statements. Factors that could cause actual results to differ from those reflected in Such forward-looking statements relating to our operations involve known and business include: fluctuations in the price and availability of resins unknown risks, uncertainties and other raw materials and factors, as described below, which may cause our ability actual results, performance or achievements to pass any increased costs be materially different from the results of raw materials on to our customers in a timely manner; volatility in general business and economic operations, financial conditions in or plans expressed or implied by such forward-looking statements. Although we believe that the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such forward-looking statements included in this press releaseprospectus, any prospectus supplement, any free writing prospectus or any documents incorporated by reference herein and therein may not prove to be accurate. In light of the significant uncertainties inherent in the forward-looking information statements included hereinin this prospectus, any prospectus supplement, any free writing prospectus and any documents incorporated by reference herein and therein, the inclusion of such information should not be regarded as a representation by the Company us or any other person that the Company’s expectations, results or conditions described in such statements or our objectives or and plans will be achieved achieved. The following factors, among others, could cause our actual results, performance or achievements to differ materially from those expressed or implied in the timeframe forward-looking statements: • inability to generate sufficient cash flows due to unfavorable economic and market conditions, changes in supply and/or demand, competition, uninsured losses, changes in tax and housing laws, or other factors; • exposure to risks inherent in investments in a single industry and sector; • adverse changes in real estate markets, including, but not limited to, the extent of future demand for multifamily units in our significant markets, barriers of entry into new markets which we may seek to enter in the future, limitations on our ability to increase or collect rental rates, competition, our ability to identify and consummate attractive acquisitions or development projects on favorable terms, our ability to consummate any planned dispositions in a timely manner on acceptable terms, and our ability to reinvest sale proceeds in a manner that generates favorable returns; • failure of development communities to be completed within budget and on a timely basis, if at all, to lease-up as anticipated or to achieve anticipated results; • unexpected capital needs; • material changes in operating costs, including real estate taxes, utilities and insurance costs, due to inflation and other factors; • inability to obtain appropriate insurance coverage at reasonable rates, or at all. Investors are cautioned not , losses due to place undue reliance uninsured risks, deductibles and self-insured retention, or losses from catastrophes in excess of coverage limits; • ability to obtain financing at favorable rates, if at all, or refinance existing debt as it matures; • level and volatility of interest or capitalization rates or capital market conditions; • the effect of any rating agency actions on the Company’s forwardcost and availability of new debt financing; • the impact of adverse developments affecting the U.S. or global banking industry, including bank failures and liquidity concerns, which could cause continued or worsening economic and market volatility, and regulatory responses thereto; • significant change in the mortgage financing market or other factors that would cause single-looking statements family housing or other alternative housing options, either as an owned or rental product, to become a more significant competitive product; • ability of MAA to continue to satisfy complex rules in order to maintain its status as a REIT for federal income tax purposes, the ability of MAALP to satisfy the rules to maintain its status as a partnership for federal income tax purposes, the ability of our taxable REIT subsidiaries to maintain their status as such for federal income tax purposes, and our ability and the Company undertakes ability of our subsidiaries to operate effectively within the limitations imposed by these rules; • inability to attract and retain qualified personnel; • cyber liability or potential liability for breaches of our or our service providers’ information technology systems or business operations disruptions; • potential liability for environmental contamination; • changes in the legal requirements we are subject to, or the imposition of new legal requirements, that adversely affect our operations; • extreme weather and natural disasters; • disease outbreaks and other public health events, and measures that are taken by federal, state, and local governmental authorities in response to such outbreaks and events; • impact of climate change on our properties or operations; • legal proceedings or class action lawsuits; • impact of reputational harm caused by negative press or social media postings of our actions or policies, whether or not warranted; • compliance costs associated with numerous federal, state and local laws and regulations; and • other risks identified in this prospectus and in other reports we file with the SEC or in other documents that we publicly disseminate. You are advised to carefully read the sections of this prospectus and any prospectus supplement entitled “Risk Factors” and the information under the caption “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as well as the description of other risks and uncertainties affecting our business that appear in the documents incorporated by reference in this prospectus, any applicable prospectus supplement or any free writing prospectus for a more in depth discussion of some of the risks to our business. New factors may also emerge from time to time that could have a material adverse effect on our business. We undertake no obligation to publicly update or revise any forward-such forward- looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Sources: Atm Sales Agreement
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amendedamended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, that involve substantial risks and uncertainties. These In some cases you can identify these statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words by forward-looking words such as “mayanticipate,” “willbelieve,” “could,” “wouldestimate,” “expect,” “intend,” “may,” “plan,” “seek,” “should,” “anticipatewill,” and “predictwould,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” or similar words. Statements that contain these words and similar expressions other statements that are used to identify these forward-looking statements. Factors that could cause actual in nature should be read carefully because they discuss future expectations, contain projections of future results to differ from those reflected in of operations or of financial positions or state other “forward-looking looking” information. These statements relating to are based on our operations management’s beliefs and business include: fluctuations in assumptions, which are based on currently available information. Our actual results, and the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials assumptions on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operaterelied, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in could prove materially different from our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commissionexpectations. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors You are cautioned not to place undue reliance on the Company’s forward-looking statements. Except as otherwise may be required by law, we undertake no obligation to update or revise forward-looking statements and to reflect changed assumptions, the Company undertakes no obligation to publicly update occurrence of unanticipated events or revise any actual operating results. Our actual results could differ materially from those anticipated in these forward-looking statements, whether statements as a result of various factors, including, but not limited to: • Labor and other workforce shortages and challenges; • our dependence on principal customers; • the addition or loss of significant customers or material changes to our relationships with these customers; • our sensitivity to general economic conditions including changes in disposable income levels and consumer spending trends; • our ability to timely and successfully build new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment hosting facilities with the Company appropriate contractual margins and my receipt efficiencies; • our ability to continue to grow sales in our hosting business; • volatility of cryptoasset prices • uncertainties of cryptoasset regulation policy; and • equipment failures, power or other supply disruptions. You should carefully review the compensation now and hereafter paid to me by Companyrisks described in “Risk Factors” beginning on page 7 as the occurrence of any of these events could have an adverse effect, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIMEwhich may be material, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSEon our business, AT THE OPTION EITHER OF THE COMPANY OR MYSELFresults of operations, WITH OR WITHOUT NOTICE. Confidential Informationfinancial condition or cash flows.
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain statements information contained in this press release may be deemed to be that are not historical in nature are “forward-looking statements statements” within the meaning of Section 27A the “safe harbor” provisions of the Private Securities Litigation Reform Act of 19331995 including, as amendedwithout limitation, statements regarding: the potential, safety, efficacy, and Section 21E regulatory and clinical progress of our product candidates, including the Securities Exchange Act anticipated timing for initiation of 1934clinical trials and release of clinical trial data and our expectations surrounding potential regulatory submissions, as amendedapprovals and timing thereof, our business strategy and plans; the sufficiency of our cash, cash equivalents and short-term investments to fund our operations; and our ability to fund the second capital return described above. These statements are not historical facts but rather You should be aware that our actual results could differ materially from those contained in the forward-looking statements, which are based on the Companymanagement’s current expectationsexpectations and are subject to a number of risks and uncertainties, estimates including, but not limited to our failure to successfully commercialize our product candidates; the availability or appropriateness of utilizing the FDA’s accelerated approval pathway for our product candidates; final data from our pre-clinical studies and projections completed clinical trials may differ materially from reported interim data from ongoing studies and trials; costs and delays in the development and/ or FDA approval, or the failure to obtain such approval, of our product candidates; uncertainties or differences in interpretation in clinical trial results; uncertainty regarding the Company’s impact of rising inflation and the increase in interest rates as a result; potential economic downturn; activist investors; our inability to maintain or enter into, and the risks resulting from, our dependence upon collaboration or contractual arrangements necessary for the development, manufacture, commercialization, marketing, sales and distribution of any products; competitive factors; our inability to protect our patents or proprietary rights and obtain necessary rights to third party patents and intellectual property to operate our business, operations ; our inability to operate our business without infringing the patents and other proprietary rights of others; general economic conditions; the failure of any products to gain market acceptance; our inability to obtain any additional required financing; technological changes; government regulation; changes in industry practice; and one-time events. We do not intend to update any of these factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used or to identify publicly announce the results of any revisions to these forward-looking statements. Factors that could cause actual results to differ from those reflected Under U.S. law, a new drug cannot be marketed until it has been investigated in forward-looking statements relating to our operations clinical studies and business include: fluctuations in approved by the price FDA as being safe and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible effective for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationintended use.
Appears in 1 contract
Forward-Looking Statements. Certain statements contained in this press release may be deemed to be fact sheet, other than historical information, constitute 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. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating theretoFederal securities laws. Words such as “maybelieves,” “willanticipates,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continueestimates,” “expects,” “intends,” “plansaims,” “projectspotential,” “believeswill,” “estimateswould,” “confidentcould,” “considered,” “likely,” “estimate” and variations of these words and similar future or conditional expressions are used intended to identify these forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements include, but are not limited to, statements regarding: (i) the timing of payments under the LCRA Agreement, (ii) Anterix’s and LCRA’s ability to negotiate and enter into agreements with incumbents to clear the 900 MHz Broadband Spectrum allocation in LCRA’s service territories on a timely basis and on commercially reasonable terms; (iii) Anterix's ability to qualify for and timely secure broadband licenses in LCRA’s service territories; and (iv) Anterix's ability to satisfy the other terms of its agreement with LCRA. Any such forward-looking statements are based on the current expectations of Ante▇▇▇'▇ ▇anagement and are subject to a number of risks and uncertainties that could cause Ante▇▇▇'▇ ▇ctual future results to differ materially from its management's current expectations or those implied by the forward-looking statements. Factors These risks and uncertainties include, but are not limited to: (i) Anterix may not be successful in commercializing its spectrum assets to its targeted utility and critical infrastructure customers on a timely basis and on favorable terms; (ii) Anterix may be unable to secure broadband licenses from the FCC on a timely and cost-effective basis; (iii) Anterix has a limited operating history with its current business plan, which makes it difficult to evaluate its prospects and future financial results and its business activities, strategic approaches and plans may not be successful; and (iv) the value of Anterix's spectrum assets may fluctuate significantly based on supply and demand, as well as technical and regulatory changes. These and other risk factors that could cause actual may affect Ante▇▇▇'▇ ▇uture results of operations are identified and described in more detail in Ante▇▇▇'▇ ▇ost recent filings on Forms 10-K and 10-Q and in other filings that it makes with the SEC from time to differ from those reflected in time. These documents are available on Ante▇▇▇'▇ ▇ebsite at www.▇▇▇▇▇▇▇.▇▇▇ ▇▇▇er the Investor Relations section and on the SEC's website at www.▇▇▇.▇▇▇. ▇▇cordingly, you should not rely upon forward-looking statements relating to our operations and business include: fluctuations in the price and availability as predictions of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operatefuture events. Except as required by applicable law, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company Anterix undertakes no obligation to update publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.any
Appears in 1 contract
Forward-Looking Statements. Certain All statements other than statements of historical fact included in this press release may be deemed to be forward-looking statements within the meaning document regarding our anticipated financial position, business strategy and plans and objectives of Section 27A of the Securities Act of 1933our management for future operations, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements. Factors that could cause actual results When used in this report, words such as ‘anticipate,’ ‘believe,’ ‘estimate,’ ‘plans,’ ‘expect,’ ‘intend,’ ‘projects,’ ‘feel’ and similar expressions and phrases, as they relate to differ from those reflected in ▇▇▇▇▇.▇▇▇ or our management, identify forward-looking statements. Any forward-looking statements relating are based on the beliefs of our management as well as assumptions made by and information currently available to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition management. Actual results could differ materially from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on those contemplated by the forward-looking statements contained in this press release. In light as a result of certain factors, including, but not limited to, our ability to monetize the significant uncertainties inherent in ▇▇▇▇▇.▇▇▇ domain, our ability to incorporate our local-search technologies, our ability to market the forward▇▇▇▇▇.▇▇▇ domain as a destination for consumers seeking local-looking information included hereinsearch results, our ability to grow our business by enhancing our local-search services, including through businesses we acquire, the inclusion of such information should not be regarded as a representation by the Company or any other person possibility that the Company’s expectationsinformation and estimates used to predict anticipated revenues and expenses associated with the businesses we acquire are not accurate, objectives difficulties executing integration strategies or plans achieving planned synergies, the possibility that integration costs and go-forward costs associated with the businesses we acquire will be achieved higher than anticipated, our ability to increase the number of businesses that purchase our subscription advertising and other business products, our ability to expand our advertiser and distribution networks, our ability to integrate and effectively utilize our acquisitions’ technologies, our ability to develop our products and sales, marketing, finance and administrative functions and successfully integrate our expanded infrastructure, as well as our dependence on major advertisers, competitive factors and pricing pressures, changes in the timeframe anticipated or at alllegal and regulatory requirements, and general economic conditions. Investors are cautioned not to place undue reliance on the Company’s Any forward-looking statements reflect our current views with respect to future events and the Company undertakes no obligation are subject to publicly update or revise any these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. All subsequent written and oral forward-looking statementsstatements attributable to us or persons acting on our behalf are expressly qualified in their entirety by this paragraph. Unless otherwise stated, whether as a result of new information, future events or otherwise, except as required all site traffic and usage statistics are from third-party service providers engaged by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationcompany.
Appears in 1 contract
Sources: Distribution Agreement (LOCAL.COM)
Forward-Looking Statements. Certain statements in this press release may be deemed to be This Memorandum contains forward-looking statements within the meaning that involve substantial risks and uncertainties. All statements, other than statements of Section 27A historical facts, included in this Memorandum regarding our investments, our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of the Securities Act of 1933, as amended, management and Section 21E of the Securities Exchange Act of 1934, as amendedexpected market growth are forward-looking statements. These Noteholders should not rely on forward-looking statements in this Memorandum because they are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating theretoinherently uncertain. Words We use words such as “mayanticipated,” “willprojected,” “forecasted,” “estimated,” “prospective,” “believes,” “expects,” “plans,” “future,” “intends,” “should,” “can,” “could,” “would,” “should,” “anticipate,” “predictmight,” “potential,” “continue,” “expectsmay,” “intendswill,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements. Factors Noteholders should not place undue reliance on these forward-looking statements, which may apply only as of the date of this Memorandum. We have included important factors in the cautionary statements included in this Memorandum, particularly in the “Risk Factors” section, that could cause actual results or events to differ materially from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press releaseMemorandum. In light There are a number of the significant uncertainties inherent important factors that could cause actual results or events to differ materially from those indicated in the forward-looking information included hereinstatements, including, among other things: (i) the inclusion performance of such information should the Notes, which, in addition to being speculative investments, are not be regarded as a representation by the Company guaranteed or any other person that insured; (ii) the Company’s expectationsability to attract investors to the Platform with respect to Notes offered to investors on the Platform; (iii) the actual results of the Projects, objectives and therefore the Company; (iv) the impact of future economic conditions on the performance of the Notes; (v) the Company’s compliance with applicable local, state and federal law; (vi) the Company’s compliance with applicable regulations and regulatory developments or plans will court decisions affecting its business; (vii) the lack of a public trading market for the Notes and the lack of any trading platform on which investors can resell the Notes; and (viii) the other risks discussed under the “Risk Factors” section of this Memorandum. There may also be achieved other factors that could cause our actual results to differ materially from the forward-looking statements in the timeframe anticipated or at allthis Memorandum. Investors Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward- looking statements. You should carefully read the Company’s factors described in this Memorandum for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements and the Company undertakes no statements. We do not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Sources: Medium Term Notes Issuance Agreement
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus and documents incorporated herein by reference contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements within involve a number of risks and uncertainties. We caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amendedforward-looking statement. These statements are not historical facts but rather are based on current expectations of future events. Such statements include, but are not limited to, statements regarding expectations and intentions, costs and expenses, outcome of contingencies, financial condition, results of operations, liquidity, objectives of management, debt financing, our future results of operations and financial position, business strategies, market size, potential growth opportunities, current and future nonclinical and clinical development activities, anticipated impacts of the Company’s current expectationsCOVID-19 pandemic, estimates efficacy and projections regarding safety profile of our product candidates, expected timing and results of clinical trials, expected timing of the Company’s businessexecution of, and expected results from, our exploration of strategic options, collaborations with third parties, the receipt and timing of potential regulatory designations, approvals and commercialization of product candidates, and our objectives for future operations and other factors relating theretostatements that are not historical facts. Words such as You can find many of these statements by looking for words like “believes,” “expects,” “anticipates,” “estimates,” “may,” “might,” “should,” “will,” “could,” “wouldplan,” “shouldintend,” “anticipateproject,” “predict,seek” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and or similar expressions are used to identify these forward-looking statementsin this prospectus, in documents incorporated by reference into this prospectus or any free writing prospectus. Factors We intend that could cause actual results to differ from those reflected in such forward-looking statements relating be subject to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commissionsafe harbors created thereby. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the These forward-looking statements contained are based on the current beliefs and expectations of our management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results may differ materially from current expectations and projections. Factors that might cause such a difference include those discussed in Part II, Item 1A, “Risk Factors,” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, as well as those discussed in this press release. In light of the significant uncertainties inherent in the forward-looking information included hereinprospectus, the inclusion of such information should not be regarded as a representation documents incorporated by the Company or reference into this prospectus and any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at allfree writing prospectus. Investors You are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any these forward-looking statements, whether which speak only as a result of new informationthe date of this prospectus or, future in the case of documents referred to or incorporated by reference, the date of those documents. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to these forward- looking statements to reflect events or otherwisecircumstances after the date of this prospectus or to reflect the occurrence of unanticipated events, except as may be required by under applicable U.S. securities law. Investor / Media Contact xxxxx As If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. We have filed with the SEC a condition registration statement on Form S-3 under the Securities Act with respect to the securities offered hereby. This prospectus, which constitutes a part of my employment with Arbitechthe registration statement, Inc.does not contain all of the information set forth in the registration statement, its subsidiariesthe exhibits filed therewith or the documents incorporated by reference therein. For further information about us and the securities offered hereby, affiliatesreference is made to the registration statement, successors the exhibits filed therewith and the documents incorporated by reference therein. Statements contained in this prospectus regarding the contents of any contract or assigns (together any other document that is filed as an exhibit to the "Company")registration statement are not necessarily complete, and in consideration each instance, we refer you to the copy of my employment such contract or other document filed as an exhibit to the registration statement. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act and are required to file annual, quarterly and other reports, proxy statements and other information with the Company SEC. The SEC maintains an Internet site (▇▇▇▇://▇▇▇.▇▇▇.▇▇▇) that contains reports, proxy and my receipt information statements, and various other information about us. You can request these documents by contacting us in writing or by telephone at: Information about us is also available at our website at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. However, the information on our website is not a part of the compensation now this prospectus and hereafter paid to me is not incorporated by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationreference into this prospectus.
Appears in 1 contract
Sources: Open Market Sale Agreement
Forward-Looking Statements. Certain This Offer to Purchase and the documents that we incorporate by reference herein contain “forward-looking statements.” In particular, statements pertaining to our capital resources, portfolio performance and results of operations contain forward-looking statements. Likewise, our statements regarding anticipated growth in this press release our funds from operations and anticipated market conditions, demographics and results of operations are forward-looking statements. Forward-looking statements involve numerous risks and uncertainties, and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be deemed incorrect or imprecise, and we may not be able to be realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). You can identify forward-looking statements within by the meaning use of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words forward-looking terminology such as “believes,” “expects,” “may,” “will,” “could,” “would,” “should,” “anticipateseeks,” “predict,” “potential,” “continue,” “expectsapproximately,” “intends,” “plans,” “projects,” “believespro forma,” “estimates,” or “confidentanticipates” or the negative of these words and phrases or similar expressions are used to words or phrases. You can also identify these forward-looking statementsstatements by discussions of strategy, plans or intentions. Factors that The following factors, among others, could cause actual results and future events to differ materially from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather set forth or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent contemplated in the forward-looking information included herein, statements: • our offer to purchase any and all of the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved Notes in the timeframe anticipated Offer, • adverse economic or real estate developments in the life science industry or in our target markets, including the ability of our tenants to obtain funding to run their businesses, • our failure to obtain necessary outside financing on favorable terms or at all, including the continued availability of our unsecured line of credit, • general economic conditions, including downturns in the national and local economies, • volatility in financial and securities markets, • defaults on or non-renewal of leases by tenants, • our inability to compete effectively, • increased interest rates and operating costs, • our inability to successfully complete real estate acquisitions, developments and dispositions, • risks and uncertainties affecting property development and construction, • our failure to successfully operate acquired properties and operations, • BioMed’s failure to maintain its status as a real estate investment trust, or REIT, • government approvals, actions and initiatives, including the need for compliance with environmental requirements, and • changes in real estate, zoning and other laws and increases in real property tax rates. Investors are cautioned not to place undue reliance on the Company’s While forward-looking statements and the Company undertakes no reflect our good faith beliefs, they are not guarantees of future performance. Except as required by law, we disclaim any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a further discussion of these and other factors that could impact our future results, except as required by lawperformance or transactions, see the section entitled “Certain Significant Considerations” in this Offer to Purchase and the section entitled “Risk Factors” from BioMed’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. We are providing this summary term sheet for your convenience. Investor / Media Contact xxxxx As a condition It highlights certain material information in this Offer to Purchase and the Letter of my employment with ArbitechTransmittal, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt but you should realize that it does not describe all of the compensation now and hereafter paid to me by Company, I agree details of the Offer to the following: At-Will Employmentsame extent described elsewhere in this Offer to Purchase and the Letter of Transmittal. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENTThe following summary is qualified in its entirety by the more detailed information appearing elsewhere or incorporated by reference in this Offer to Purchase and the Letter of Transmittal. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANYWe urge you to read the entire Offer to Purchase and the Letter of Transmittal because they contain the full details of the Offer. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIMEBioMed Realty, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSEL.P., AT THE OPTION EITHER OF THE COMPANY OR MYSELFthe issuer of the 4.50% Exchangeable Senior Notes due 2026, WITH OR WITHOUT NOTICEis offering to purchase the Notes. Confidential InformationWe are making the Offer in order to repurchase any and all of the outstanding Notes. We will deliver the Notes that we repurchase in the Offer to the Trustee (as defined below) for cancellation and those Notes will cease to be outstanding. Furthermore, we believe that the Offer provides an opportunity to Holders to gain liquidity with respect to the Notes that such Holders may not otherwise have. We will purchase for cash, upon the terms and subject to the conditions of the Offer, any and all of the Notes that are validly tendered and not properly withdrawn. See “Terms of the Offer” and “Conditions of the Offer.” We are offering to pay a purchase price of 100% of the principal amount of the Notes in cash plus accrued and unpaid interest up to, but not including, the date of purchase. Under no circumstances will any interest be paid or payable because of any delay in the transmission of funds by the Depositary. See “Terms of the Offer.” The Offer and your withdrawal rights will expire at midnight, New York City time, on Tuesday, December 8, 2009, unless the Offer is extended. We refer to this date and time in this Offer to Purchase as the “Expiration Date.” If a broker, dealer, commercial bank, trust company or other nominee holds your Notes, such nominee may have an earlier deadline for accepting the Offer. You should contact the broker, dealer, commercial bank, trust company or other nominee that holds your Notes to determine its deadline.
Appears in 1 contract
Forward-Looking Statements. Certain statements This prospectus and the information incorporated by reference in this press release may be deemed to be forward-prospectus contain forward- looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act Act. All statements, other than statements of 1934historical fact, as amendedcontained in this prospectus or incorporated by reference herein, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management, are forward-looking statements. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and or the negative of these words or other similar expressions are used intended to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected in , although not all forward-looking statements relating contain these identifying words. The forward-looking statements in this prospectus and incorporated by reference herein include, among other things, statements about: • the initiation, timing, progress, and results of our current and future nonclinical studies and clinical trials and our research and development programs, including our timing of when we will submit an investigational new drug application for our product candidates AK-OTOF, for otoferlin gene (OTOF)-mediated hearing loss, and AK-antiVEGF, for vestibular schwannoma, to the U.S. Food and Drug Administration; • our operations estimates regarding expenses, future revenue, capital requirements, need for additional financing, and business include: fluctuations in the price period over which we believe that our existing cash, cash equivalents and availability investments will be sufficient to fund our operating expenses and capital expenditure requirements; • our plans to develop and, if approved, subsequently commercialize our product candidates; • the timing of resins and other raw materials and our ability to pass any increased costs of raw materials on to submit applications for, and obtain and maintain regulatory approvals for, our customers in a timely mannerproduct candidates; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence• our expectations regarding our regulatory strategy; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in • our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; expectations regarding our ability to expand into new geographic or fund our operating expenses and capital expenditure requirements with our cash, cash equivalents and marketable securities; • the potential advantages of our product marketscandidates; • the rate and degree of market acceptance and clinical utility of our product candidates; • our estimates regarding the potential addressable patient population for our product candidates; • our commercialization, marketing and manufacturing capabilities and strategy; • our expectations regarding our ability to achieve the acquisition component of obtain and maintain intellectual property protection for our growth strategyproduct candidates; the risk associated with manufacturing processes• our intellectual property position; • our ability to manage our assets; the risks associated identify additional products, product candidates, or technologies with significant commercial potential that are consistent with our product warrantiescommercial objectives; our ability to manage our supply purchasing and customer credit policies; • the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental impact of government laws and regulations; • our competitive position and expectations regarding developments and projections relating to our competitors and any competing therapies that are or become available; • developments and expectations regarding developments and projections relating to our competitors and our industry; • the impact of the COVID-19 pandemic on our business, results of operations, and financial condition; • our ability to project product mixmaintain and establish collaborations or obtain additional funding; and • our expectations regarding the risks associated with our current levels time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of indebtedness; our ability 2012. You should read this prospectus, the documents incorporated by reference in this prospectus and the documents that we have filed as exhibits to meet future capital requirements the registration statement of which this prospectus is part completely and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which understanding that our actual future results may be materially different from what we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commissionexpect. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the The forward-looking statements contained in this press release. In light prospectus are made as of the significant uncertainties inherent in the forward-looking information included hereindate of this prospectus, the inclusion of such information should and we do not be regarded as a representation by the Company or assume any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain statements in This prospectus and any accompanying prospectus supplement, including the documents incorporated by reference into this press release may be deemed to be prospectus and any accompanying prospectus supplement, contain “forward-looking statements statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Forward-looking statements provide our current expectations or forecasts of future events and are not statements of historical fact. These forward-looking statements are not historical facts but rather are based on the Company’s current expectationsinclude information about possible or assumed future events, estimates including, among other things, discussion and projections regarding the Company’s analysis of our business, operations financial condition, results of operations, our strategic plans and objectives, and other factors relating theretomatters. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continueanticipates,” “expects,” “intends,” “plans,” “projectswill,” “should,” “believes,” “seeks,” “estimates,” “confidentmay,” “provided,” “future,” “could,” “would,” “growth,” “if,” “possible,” “potential” and “likely” and variations of these words and similar expressions are used intended to identify these forward-looking statements. Factors that These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and/or could cause actual results to differ materially from those reflected expressed or forecasted in the forward-looking statements. Statements regarding the following subjects, among others, are forward-looking by their nature: • future re-leasing efforts; • our business and financing strategy; • our ability to continue to implement our business plan; • pending and future transactions; • our projected operating results and anticipated acquisitions; • our ability to obtain future financing arrangements; • estimates relating to our future distributions; • our understanding of our competition and our ability to compete effectively; • future market and industry trends; • future interest and insurance rates; • estimates of our future operating expenses, including payments to our Adviser (as defined herein) under the terms of our Advisory Agreement (as defined herein); • the impact of technology on our operations and business, including the risk of cyber-attacks, cyber-liability or potential liability for breaches of our privacy or information security systems; • projected cash requirements, including capital expenditures; and • future use of the proceeds of our credit facility, mortgage notes payable, future securities offerings and other future capital resources, if any. Forward-looking statements involve inherent uncertainty and may ultimately prove to be incorrect or false. You are cautioned to not place undue reliance on forward-looking statements. Except as otherwise may be required by law, we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or actual operating results. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to: • the failure of our tenants and borrowers to pay rent or make mortgage payments; • our inability to renew leases, lease vacant space orre-lease space as leases expire; • a failure of net leases to result in fair market lease rates over time; • illiquidity of certain of our real estate investments; • our real estate investments have a limited number of tenants and are concentrated in a limited number of industries, which subjects us to an increased risk of significant loss if any one of these tenants is unable to pay or if particular industries experience downturns; • our incurrence of significant costs related to government regulation and private litigation over environmental matters; • general volatility in the capital markets, economic conditions, and the value of our equity securities; • our inability to sustain the payment of distributions at current levels; • restrictions on our borrowings and the risks associated with leverage, including our debt service obligations; • interest rate fluctuations; • inadvisable investment or management decisions made by our Adviser, on whom the success of our performance depends; • conflicts of interest with our Adviser and other affiliates; • our failure to maintain our qualification as a real estate investment trust (“REIT”), and risks relating to changing laws that affect REITs; • our operations and business include: fluctuations redemption of Operating Partnership Units (“OP Units”), which may result in the price and availability issuance of resins and other raw materials and a large number of new shares of our common stock and/or force us to expend significant cash; • limitations on our ability to pass any increased costs pay distributions pursuant to the requirements of raw materials on Maryland law; and • cybersecurity threats and cyber incidents, which may cause a disruption to our customers in a timely manner; volatility in general business and economic conditions in operations, or the markets operations of businesses in which we operateinvest, a compromise or corruption of our confidential information and/or damage to our business relationships. This list of risks and uncertainties is only a summary of some of the most important factors to us and is not intended to be exhaustive. You should carefully review the risks and information contained in, or incorporated by reference into, this prospectus or in any accompanying prospectus supplement, including, without limitation, factors relating to availability of creditthe “Risk Factors” incorporated by reference herein from our Annual Report on Form 10-K for the year ended December 31, interest rates2023, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods reports and any future periods, any further delay in the filing of any filings information that we file with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange CommissionSEC from time to time. New risks and uncertainties factors may also emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements materially and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationadversely affect us.
Appears in 1 contract
Forward-Looking Statements. Certain statements in this This press release may be deemed and oral statements made from time to be time by our representatives contain forward-looking statements. You should not place undue reliance on those statements within the meaning because they are subject to numerous uncertainties and factors relating to our operations and business environment, all of Section 27A which are difficult to predict and many of the Securities Act which are beyond our control. Forward-looking statements include information without limitation concerning our possible or assumed future results of 1933operations, as amended, and Section 21E including descriptions of the Securities Exchange Act of 1934, as amendedour business strategy. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words often include words such as “may,” “will,” “couldshould,” “wouldbelieve,” “shouldexpect,” “anticipate,” “predictintend,” “potentialplan,” “continue,estimate” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” or similar expressions. These statements are based on assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and similar expressions other factors we believe are used to identify appropriate under the circumstances. Although we believe that these forward-looking statements. Factors statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those reflected in the forward-looking statements relating to our operations statements. These factors include, but are not limited to, competition from existing and business include: fluctuations future competitors in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets highly competitive market in which we operate, includingfailure to adapt our business model to keep pace with rapid changes in the recruiting and career services business, without limitationfailure to maintain and develop our reputation and brand recognition, factors relating failure to availability increase or maintain the number of creditcustomers who purchase recruitment packages, interest ratescyclicality or downturns in the economy or industries we serve, fluctuations in capital failure to attract qualified professionals to our websites or grow the number of qualified professionals who use our websites, failure to successfully identify or integrate acquisitions, U.S. and business and consumer confidence; cyclicality and seasonality foreign government regulation of the non-residential Internet and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future marketstaxation, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic borrow funds under our revolving credit facility or product markets; refinance our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing indebtedness and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with restrictions on our current levels of and future operations under such indebtedness; our ability to meet future capital requirements . These factors and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay others are discussed in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described more detail in the Company’s filings with the Securities and Exchange Commission, all of which are available on the Investors page of our website at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, under the headings “Risk Factors,” “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” You should keep in mind that any forward-looking statement made by the Company or its representatives herein, or elsewhere, speaks only as of the date on which it is made. New risks and uncertainties emerge come up from time to time time, and it is not possible for the Company impossible to predict all risks and uncertainties that could these events or how they may affect us. We have an impact on the no obligation to update any forward-looking statements contained in this press release. In light of after the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwisedate hereof, except as required by applicable law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Director, Inc.Corporate Communications DHI Group, its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: AtInc. ▇▇▇-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT▇▇▇-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.▇▇▇▇
Appears in 1 contract
Sources: Board Agreement (Dhi Group, Inc.)
Forward-Looking Statements. Certain statements in this press This news release may be deemed to be contains forward-looking statements within statements. All statements, other than of historical facts, that address activities, events or developments that the meaning of Section 27A Corporation believes, expects or anticipates will or may occur in the future including, without limitation, the closing of the Securities Act of 1933Acquisition, as amendedthe planned exploration program on the Belleterre project, and Section 21E the expected positive exploration results, the timing of the Securities Exchange Act exploration results, the ability of 1934, as amendedthe Corporation to continue with the exploration program and the availability of the required funds to continue with the exploration program. These Forward-looking statements are not historical facts but rather generally identifiable by use of the words "will", "should", "continue", "expect", "anticipate", "estimate", "believe", "intend", "to earn", "to have', "plan" or "project" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on subject to a number of risks and uncertainties, many of which are beyond the Company’s current expectationsCorporation's ability to control or predict, estimates and projections regarding that may cause the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used actual results of the Corporation to identify these differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from those reflected current expectations include, among other things, delays in forward-looking statements relating completing the required documentation to our operations and business include: fluctuations in complete the price and availability of resins and other raw materials and our ability Acquisition, failure to pass any increased costs of raw materials on to our customers in a timely manner; volatility in meet expected, estimated or planned exploration expenditures, the possibility that future exploration results will not be consistent with the Corporation's expectations, general business and economic conditions conditions, changes in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future world gold markets, including competition from both manufacturers of high performance chicken sufficient labour and turkey fryersequipment being available, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulationspermitting requirements, including unanticipated weather changes, title disputes and claims and environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay as well as those risks identified in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls Corporation's Management's Discussion and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible Analysis for the Company to predict all fiscal year ended June 30, 2023. Should one or more of these risks and or uncertainties that could have an impact on materialize, or should assumptions underlying the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included hereinprove incorrect, the inclusion of such information actual results may vary materially from those described and accordingly, readers should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on forward-looking statements. Although the Company’s Corporation has attempted to identify important risks, uncertainties and factors that could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Corporation does not intend, and does not assume any obligation, to update these forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by applicable law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Sources: Option Agreement
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus and documents incorporated herein by reference contain certain forward-looking statements or information (collectively, "forward-looking statements") within the meaning of Section 27A applicable securities legislation. In addition to the cautionary statement below, with respect to forward-looking statements contained in the documents incorporated by reference herein, prospective purchasers should refer to "Cautionary Statement Regarding Forward-Looking Statements" in our AIF and MD&A as well as to similar sections of any documents incorporated by reference in this prospectus that are filed after the Securities Act of 1933, as amendeddate hereof. All statements contained herein that are not clearly historical in nature are forward-looking, and Section 21E of the Securities Exchange Act of 1934words "anticipate", as amended. These statements are not historical facts but rather are based on the Company’s current expectations"believe", estimates and projections regarding the Company’s business"expect", operations and other factors relating thereto. Words such as “"estimate", "may,” “", "will,” “", "could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” ", "leading", "intend", "contemplate", "shall" and similar expressions are used generally intended to identify these forward-looking statements. Factors Forward-looking statements in this prospectus and documents incorporated herein by reference include, but are not limited to, statements with respect to: • our expected future loss and accumulated deficit levels; • our projected financial position and estimated cash burn rate; • our requirements for, and the ability to obtain, future funding on favorable terms or at all; • our projections for the SIRPαFc development plans and progress of each of our products and technologies, particularly with respect to the timely and successful completion of studies and trials and availability of results from such studies and trials; • our plans to focus development of TTI-621 on patients with hematological malignancies, such as peripheral T-cell lymphoma, cutaneous T-cell lymphoma, and acute myeloid leukemia, based on our early clinical results; • our expectations about our products' safety and efficacy; • our expectations regarding our ability to arrange for and scale up the manufacturing of our products and technologies; • our expectations regarding the progress, and the successful and timely completion, of the various stages of the regulatory approval process; • our expectations about the timing of achieving milestones and the cost of our development programs; • our observations and expectations regarding the relative low binding of SIRPαFc to red blood cells, compared to anti-CD47 monoclonal antibodies and proprietary CD47-blocking agents and the potential benefits to patients; • our ability to intensify the dose of TTI-621 with the goal of achieving increased blockade of CD47; • our expectation that could cause actual results we will achieve levels of TTI-622 in patients sufficient to differ from those reflected obtain sustained CD47 blockade; • our expectation that TTI-622 is likely to be more effective in combination with agents that provide additional "eat" signals to macrophages or other forms of immune activation; • our plans to market, sell and distribute our products and technologies; • our expectations regarding the acceptance of our products and technologies by the market; • our ability to retain and access appropriate staff, management and expert advisers; • our ability to secure strategic partnerships with larger pharmaceutical and biotechnology companies; • our expectations with respect to existing and future corporate alliances and licensing transactions with third parties, and the receipt and timing of any payments to be made by us or to us in respect of such arrangements; and • our strategy with respect to the protection of our intellectual property. All forward-looking statements relating reflect our beliefs and assumptions based on information available at the time the assumption was made. These forward-looking statements are not based on historical facts but rather on management's expectations regarding future activities, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. By its nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, known and unknown, that contribute to the possibility that the predictions, forecasts, projections or other forward-looking statements will not occur. In evaluating forward-looking statements, readers should specifically consider various factors, including the risks outlined under the heading "Risk Factors" in this prospectus and in our operations AIF and business MD&A incorporated by reference herein. Some of these risks and assumptions include, among others: fluctuations • substantial fluctuation of losses from quarter to quarter and year to year due to numerous external risk factors, and anticipation that we will continue to incur significant losses in the price and availability of resins and other raw materials and future; • uncertainty as to our ability to pass any increased costs of raw materials on raise additional funding to our customers in a timely mannersupport operations; volatility in general business • uncertainty as to the duration and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality impact of the noncurrent COVID-19 pandemic; • our ability to generate product revenue to maintain our operations without additional funding; • the risks associated with the development of our product candidates which are at early stages of development; • positive results from preclinical and early clinical research are not necessarily predictive of the results of later-residential stage clinical trials; • reliance on third parties to plan, conduct and residential construction markets monitor our preclinical studies and infrastructure spendingclinical trials; • our product candidates may fail to demonstrate safety and efficacy to the satisfaction of regulatory authorities or may not otherwise produce positive results; • risks related to filing Investigational New Drug applications, to commence clinical trials and to continue clinical trials if approved; • the risks of increasing competition delays and inability to complete clinical trials due to difficulties enrolling patients; • the risk that we may not achieve our publicly announced milestones according to schedule, or at all; • the risk of being required to repurchase the outstanding warrants in our existing the event of a "Fundamental Transaction", and future markets, including possibility of price protection reset of the exercise price of the warrants at prices below the exercise price; • competition from both manufacturers other biotechnology and pharmaceutical companies; • our reliance on the capabilities and experience of high performance chicken our key executives and turkey fryers, scientists and the effect of weather or seasonality; the resulting loss of any of our significant customersthese individuals; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; • our ability to expand into new geographic or product marketsfully realize the benefits of acquisitions; • our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to adequately protect our intellectual property rightsand trade secrets; changes in laws and regulations, including environmental laws and regulations; • our ability to project product mixsource and maintain licenses from third-party owners; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; • the risk that additional information may arise that would require of patent-related litigation; • the Company to make additional adjustments or revisions or to restate the financial statements risk of loss of our status as a foreign private issuer ; and other financial data for certain prior periods and any future periods• our expectations regarding our status as a passive foreign investment company, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on Although the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the prospectus are based upon what our management believes to be reasonable assumptions, we cannot assure readers that actual results will be consistent with these forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at allstatements. Investors are cautioned not to place undue reliance on the Company’s Any forward-looking statements represent our estimates only as of the date of this prospectus and the Company undertakes should not be relied upon as representing our estimates as of any subsequent date. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future statement or statements to reflect events or otherwisecircumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events, except as may be required by lawsecurities legislation. Investor / Media Contact xxxxx As We are a condition clinical stage immuno-oncology company developing innovative therapies for the treatment of my employment cancer. Our most advanced program, TTI-621, is a SIRPαFc fusion protein that consists of the extracellular CD47-binding domain of human signal regulatory protein alpha ("SIRPα"), linked to the Fc region of a human immunoglobulin G1, or IgG1. It is designed to act as a soluble decoy receptor, preventing CD47 from delivering its inhibitory ("do not eat") signal. Neutralization of the inhibitory CD47 signal enables the activation of macrophage anti-tumor effects by pro-phagocytic ("eat") signals. The IgG1 Fc region of TTI- 621 may also assist in the activation of macrophages by engaging Fc receptors. TTI-621 has shown single agent activity by both local and/or systemic delivery in multiple B- and T-cell lymphoma indications and has been well tolerated in over 200 patients to date. We are also developing a second SIRPαFc fusion protein, TTI-622, which is in a phase 1 clinical trial. TTI-622 consists of the extracellular CD47-binding domain of human SIRPα linked to a human immunoglobulin G4, or IgG4 Fc region, which has a decreased ability to engage Fc receptors than an IgG1 Fc. Both SIRPαFc fusion proteins enable CD47 blockade with Arbitechdifferent levels of Fc receptor engagement on macrophages and thus may find unique applications. We were incorporated under the Business Corporations Act (Alberta) on March 31, Inc.2004 as Neurogenesis Biotech Corp. On October 19, its subsidiaries2004, affiliates, successors or assigns we amended our articles of incorporation to change our name to Stem Cell Therapeutics Corp. (together the "CompanySCT"), and on November 7, 2013 SCT was continued under the Business Corporations Act (Ontario). Articles of amalgamation were filed on June 1, 2014 to amalgamate SCT with its wholly-owned subsidiary, Trillium Therapeutics Inc., and the amalgamated entity continued to operate under the name Trillium Therapeutics Inc. On December 18, 2019, we were continued under the laws of the Province of British Columbia. We are now governed under the Business Corporations Act (British Columba) (the "BCBCA"). Additionally, on December 18, 2019, we adopted new articles which are substantially similar to our previous by-laws but for changes that were required to made in consideration of my employment accordance with the Company BCBCA. We are a company domiciled in Ontario, Canada. Our head office is located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇. Our registered office is located at Suite ▇▇▇▇-▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. Box 11125, Vancouver, British Columbia, V6E 3P3. We have one wholly-owned subsidiary, Trillium Therapeutics USA Inc., which was incorporated March 26, 2015 in the State of Delaware, with an office in Cambridge, Massachusetts. Our website address is ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. Our common shares are listed on the TSX and my receipt of the compensation now Nasdaq under the symbol "TRIL". We intend to include information about our capitalization and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationindebtedness in prospectus supplements.
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain statements in this press release This prospectus, including the documents that we incorporate by reference herein, contains, and any applicable prospectus supplement or free writing prospectus including the documents we incorporate by reference therein may be deemed to be contain, forward-looking statements, including statements within the meaning regarding our future financial condition, business strategy and plans and objectives of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amendedmanagement for future operations. These Forward-looking statements include all statements that are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating theretofacts. Words In some cases you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “shouldproject,” “anticipateplan,” “predict,expect” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” or the negative or plural of these words or similar expressions. These forward-looking statements include, but are not limited to, statements concerning the following: • our history of net operating losses and similar expressions uncertainty regarding our ability to achieve profitability; • our ability to fund our working capital needs; • our ability to develop and commercialize our product candidates; • our ability to use and expand our technology platforms to build a pipeline of product candidates; • our ability to obtain and maintain regulatory approval of our product candidates; • our inability to operate in a competitive industry and compete successfully against competitors that have greater resources than we do; • the potential benefits of our acquisition of Aduro Biotech Holdings, Europe B.V. (fka BioNovion Holding B.V.), our wholly-owned subsidiary; • our ability to retain and attract key personnel; • our ability to obtain and adequately protect intellectual property rights for our product candidates; and • expected timing of our clinical results. These statements reflect our current views with respect to future events and are used based on assumptions and are subject to identify risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Factors We discuss in greater detail, and incorporate by reference into this prospectus in their entirety, many of these risks under the headings “Risk Factors” on page 4 of this prospectus and in our Quarterly Report on Form 10-Q for the period ended March 31, 2016, which is incorporated herein by reference, as may be updated or superseded by the risks and uncertainties described under similar headings in the other documents that could cause actual results to differ from those reflected in are filed after the date hereof and incorporated by reference into this prospectus. Also, these forward-looking statements relating to represent our operations estimates and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality assumptions only as of the non-residential and residential construction markets and infrastructure spending; the risks date of increasing competition in our existing and future marketsthis prospectus supplement. Unless required by law, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of statements to reflect new information, information or future events or otherwisedevelopments. Thus, except you should not assume that our silence over time means that actual events are bearing out as required by lawexpressed or implied in such forward-looking statements. Investor / Media Contact xxxxx As a condition of my employment with ArbitechYou should read this prospectus, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment documents we have filed with the Company SEC that are incorporated by reference and my receipt any free writing prospectus that we may authorize for use in connection with this offering completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the compensation now and hereafter paid to me forward-looking statements in the foregoing documents by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationthese cautionary statements.
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain This Announcement contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act 1995 that are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this press release may be deemed Announcement are forward-looking statements, including any statements regarding guidance and statements of a general economic or industry-specific nature. Forward-looking statements give International Paper’s and ▇▇ ▇▇▇▇▇’▇ current expectations and projections with respect to be the financial condition, results of operations and business of International Paper, ▇▇ ▇▇▇▇▇ and certain plans and objectives of International Paper, ▇▇ ▇▇▇▇▇ and the Combined Company. These forward-looking statements within can be identified by the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amendedfact that they do not relate only to historical or current facts. These statements are not historical facts but rather are based on the Company’s assumptions and assessments made by International Paper and ▇▇ ▇▇▇▇▇ in light of their experience and their perception of historical trends, current expectationsconditions, estimates and projections regarding the Company’s business, operations future developments and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” they believe appropriate, and similar expressions therefore are used subject to identify these forward-looking statements. Factors that risks and uncertainties which could cause actual results to differ materially from those reflected expressed or implied by those forward-looking statements. Forward-looking statements often use forward-looking or conditional words such as “anticipate”, “target”, “expect”, “forecast”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “will”, “continue”, “may”, “can”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) the ability of International Paper and ▇▇ ▇▇▇▇▇ to consummate the Combination in a timely manner or at all; (ii) the satisfaction (or waiver) of conditions to the consummation of the Combination; (iii) adverse effects on the market price of International Paper’s or ▇▇ ▇▇▇▇▇’▇ operating results including because of a failure to complete the Combination; (iv) the effect of the announcement or pendency of the Combination on International Paper’s or ▇▇ ▇▇▇▇▇’▇ business relationships, operating results and business generally; (v) future capital expenditures, expenses, revenues, economic performance, synergies, financial conditions, market growth, dividend policy, losses and future prospects; (vi) business and management strategies and the expansion and growth of the operations of the International Paper Group or the ▇▇ ▇▇▇▇▇ Group; and (vii) the effects of government regulation on the business of the International Paper Group or the ▇▇ ▇▇▇▇▇ Group. There are many factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among such factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. These forward-looking statements relating to our operations are not guarantees of future performance and are based on numerous assumptions regarding the present and future business include: fluctuations strategies of such persons and the environment in which each will operate in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operatefuture. By their nature, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the these forward-looking statements contained in this press release. In light of the significant involve known and unknown risks and uncertainties inherent because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking information included hereinstatements in this Announcement may cause the actual results, the inclusion performance or achievements of any such information should not person, or industry results and developments, to be regarded as a representation materially different from any results, performance or achievements expressed or implied by the Company or any other person such forward-looking statements. No assurance can be given that the Company’s expectations, objectives or plans such expectations will be achieved in the timeframe anticipated or at all. Investors prove to have been correct and persons reading this Announcement are therefore cautioned not to place undue reliance on the Company’s these forward-looking statements and which speak only as at the Company date of this Announcement. All subsequent oral or written forward-looking statements attributable to International Paper or ▇▇ ▇▇▇▇▇ or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither of International Paper nor ▇▇ ▇▇▇▇▇ undertakes no any obligation to update publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationextent legally required.
Appears in 1 contract
Sources: Co Operation Agreement (International Paper Co /New/)
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus, any prospectus supplement and the other documents we have filed with the SEC that are incorporated herein by reference, contain 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 amendedstatements. These Forward-looking statements are not neither historical facts but rather nor assurances of future performance. Instead, they are based on the Company’s our current expectationsbeliefs, estimates expectations and projections assumptions regarding the Company’s future of our business, operations future plans and strategies, our clinical results and other factors relating theretofuture conditions. Words such as The words “aim,” “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “on track,” “seek,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and or the negative of these terms or other similar expressions are used intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about: • the initiation, cost, timing, progress and results of our current and future research and development activities and preclinical and clinical studies; • the timing of, and our ability to obtain and maintain, regulatory approvals for our product candidates; • unmet need of ovarian cancer and non-small cell lung cancer; • our ability to quickly and efficiently identify and develop additional product candidates; • our ability to advance any product candidate into, and successfully complete, clinical studies; • our intellectual property position, including with respect to our trade secrets; • the potential benefits of strategic partnership agreements and our ability to enter into selective strategic partnerships; and • our estimates regarding expenses, future revenues, capital requirements, the sufficiency of our current and expected cash resources and our need for additional financing. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Factors that Actual results or events could cause actual results to differ materially from those reflected the plans, intentions and expectations disclosed in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained we make. In particular, you should consider the numerous risks described in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the SEC on November 9, 2021, which is incorporated by reference in this press release. In light of prospectus, and any other documents we file with the significant uncertainties inherent SEC that are deemed incorporated by reference into this prospectus and in the “Risk Factors” section in the applicable prospectus supplement. See “Where You Can Find More Information.” Our forward-looking information included hereinstatements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we make. We cannot guarantee future results, level of activity, performance or achievements. You should not rely upon forward-looking statements as predictions of future events. Unless required by law, we will not undertake and we specifically disclaim any obligation to release publicly the inclusion result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such information should statements or to reflect the occurrence of events, whether or not be regarded as a representation by the Company or any other person anticipated. In that the Company’s expectationsrespect, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned we wish to caution readers not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any such forward-looking statements, whether which speak only as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationdate they are made.
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain statements in this This press release may be deemed to be include forward-looking statements within the meaning of Section 27A of the Private Securities Litigation Reform Act of 19331995. All statements contained in this press release other than statements of historical facts, as amended, and Section 21E including statements regarding our future results of the Securities Exchange Act of 1934, as amended. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and financial position, our business strategy and plans and our objectives for future operations, are forward-looking statements. Such forward-looking statements, including statements regarding clinical trials, clinical studies and other factors relating theretoclinical work (including the funding therefor, anticipated patient enrollment, safety data, study data, trial outcomes, timing or associated costs), regulatory applications and related timelines, including the filing of an NDA for LIQ861, involve significant risks and uncertainties and actual results could differ materially from those expressed or implied herein. Words such as “may,” “will,” “could,” “would,” “should,” The words “anticipate,” “predict,” “potentialbelieve,” “continue,” “expectsestimate,” “intendsexpect,” “plansintend,” “projectsmay,” “believes,” “estimates,” “confidentwill” and similar expressions are used intended to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected in We have based these forward-looking statements relating to largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and business include: fluctuations in the price objectives and availability financial needs. These forward-looking statements are subject to a number of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition discussed in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission, as well as a number of uncertainties and assumptions. Moreover, we operate in a very competitive and rapidly changing environment and our industry has inherent risks. New risks and uncertainties emerge from time to time and it time. It is not possible for the Company our management to predict all risks and uncertainties that could have an risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements contained in this press releasewe may make. In light of these risks, uncertainties and assumptions, the significant uncertainties inherent future events discussed in this press release may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking information included herein, the inclusion of such information statements. Nothing in this press release should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans these goals will be achieved in the timeframe anticipated achieved, and we undertake no duty to update our goals or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Sources: Collaboration Agreement
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus supplement and the documents we have filed with the SEC that are incorporated by reference contain “forward-looking statements statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are not historical facts but rather are based on the Company’s current expectationsrelate to future events or to our future operating or financial performance and involve known and unknown risks, estimates and projections regarding the Company’s business, operations uncertainties and other factors relating theretothat may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Words All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “mayanticipate,” “willbelieve,” “continue,” “could,” “woulddesign,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “project,” “should,” “anticipate,will” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and or the negative of these terms or other similar expressions are used to identify expressions. We have based these forward-looking statementsstatements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Factors that could cause actual results to differ from those reflected in These forward-looking statements relating are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the section titled “Risk Factors” and elsewhere in this prospectus and in our most recent Annual Report on Form 10-K, as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, the documents incorporated by reference and any free writing prospectus that we may authorize for use in connection with a specific offering. These factors include, among other things: • We may never earn a profit; • We are subject to the uncertainties associated with the clinical development and regulatory approval of its product candidates including potential delays in the commencement, enrollment and completion of clinical trials and that the results of prior clinical trials may not be predictive of future results; • We may experience delays or unexpected challenges in manufacturing and other operational activities related to the development, approval, and commercialization of our lead product candidates. • We will be required to raise additional funds to finance its operations and business include: fluctuations in the price remain a going concern and availability of resins and other raw materials and our ability may be required to pass any increased costs of raw materials do so sooner than it expects; • We may not be able to raise additional funds when necessary, and/or on to our customers in a timely manneracceptable terms; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability • We may not be able to protect our respective intellectual property rights; • There may be changes in laws expected or existing competition for our product candidates; • if we were to be delisted from Nasdaq, it could reduce the visibility, liquidity and regulationsprice of its common stock; • a significant portion of the our total outstanding shares of common stock may be sold into the public market at any point, including environmental laws which could cause the market price of our common stock to drop significantly, even if we are doing well; • provisions in our certificate of incorporation, our bylaws or Delaware law might discourage, delay or prevent a change in control of the company or changes in its management, which may depress the price of its common stock; • the coronavirus (COVID-19) pandemic may have an adverse effect on our business and regulationstimelines, the medical community and the global economy; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay • securities analysts’ published reports could cause a decline in the filing price of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we our stock. These risks are not currently aware or which have not been detected exhaustive. Other sections of this prospectus may include additional factors that could harm our business and the other risks financial performance. Moreover, we operate in a very competitive and uncertainties described in the Company’s filings with the Securities and Exchange Commissionrapidly changing environment. New risks and uncertainties emerge from time to time time, and it is not possible for the Company our management to predict all risks and uncertainties nor can we assess the impact of all such factors on our business or the extent to which any such factor, or combination of such factors, may cause actual results to differ from those contained in, or implied by, any forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although we believe that could have an impact on the expectations reflected in the forward-looking statements contained in this press releaseare reasonable, we cannot guarantee future results, levels of activity, performance or achievements. In light of the significant uncertainties inherent in the Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual results or to changes in our expectations. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information included hereinavailable to us as of the date of this prospectus, the inclusion of and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be regarded as a representation by the Company read to indicate that we have conducted an exhaustive inquiry into, or any other person that the Company’s expectationsreview of, objectives or plans will be achieved in the timeframe anticipated or at allall relevant information. Investors These statements are inherently uncertain and investors are cautioned not to place undue reliance on unduly rely upon these statements. You should read this prospectus and the Company’s documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and achievements may be different from what we expect. We qualify all of our forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking by these cautionary statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain statements The discussion in this press release may be deemed to be contain forward-looking statements within the meaning of Section 27A the Private Securities Litigation Reform Act of 1995. We intend for these forward-looking statements to be covered by the safe harbor provisions of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amendedfederal securities laws relating to forward-looking statements. These include statements are not historical facts but rather are based on the Companyrelating to trends in, or representing management’s current expectations, estimates and projections regarding the Company’s businessbeliefs about our future strategies, operations and financial results, as well as other factors relating thereto. Words statements including, but not limited to, words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and other similar expressions are used to identify these forwardexpressions. Forward-looking statementsstatements are made based upon management’s current expectations and beliefs concerning trends and future developments and their potential effects on us. Factors that could cause actual They are not guarantees of future performance. Actual results to may differ materially from those reflected in suggested by forward-looking statements relating to our operations as a result of risks and uncertainties which include, among others: (i) changes in general market and business include: fluctuations conditions, interest rates and the debt and equity markets; (ii) the possibility that mortality rates, persistency rates or funding levels may differ significantly from our pricing expectations; (iii) the availability, pricing and terms of reinsurance coverage generally and the inability or unwillingness of our reinsurers to meet their obligations to us specifically; (iv) our dependence on non-affiliated distributors for our product sales, (v) downgrades in our debt or financial strength ratings; (vi) our dependence on third parties to maintain critical business and administrative functions; (vii) the price ability of independent trustees of our mutual funds and availability of resins closed-end funds, intermediary program sponsors, managed account clients and other raw materials and institutional asset management clients to terminate their relationships with us; (viii) our ability to pass any increased costs of raw materials on to our customers attract and retain key personnel in a timely mannercompetitive environment; volatility in general business (ix) the poor relative investment performance of some of our asset management strategies and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition resulting outflows in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, assets under management; (x) the effect of weather possibility that the goodwill or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks intangible assets associated with our product warrantiesasset management business could become impaired, requiring a charge to earnings; (xi) the strong competition we face in our business from mutual fund companies, banks, asset management firms and other insurance companies; (xii) our reliance, as a holding company, on dividends and other payments from our subsidiaries to meet our financial obligations and pay future dividends, particularly since our insurance subsidiaries’ ability to manage pay dividends is subject to regulatory restrictions; (xiii) the potential need to fund deficiencies in our supply purchasing and customer credit policiesClosed Block; (xiv) tax developments that may affect us directly, or indirectly through the risks associated with cost of, the demand for or profitability of our self-insured programsproducts or services; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel(xv) other legislative or regulatory developments; our ability to protect our intellectual property rights(xvi) legal or regulatory actions; (xvii) changes in laws accounting standards; (xviii) the potential effects of the spin-off of our asset management subsidiary on our expense levels, liquidity and regulations, including environmental laws third-party relationships; and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the (xix) other risks and uncertainties described herein or in the Company’s any of our filings with the Securities and Exchange CommissionSEC. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes We undertake no obligation to publicly update or revise publicly any forward-looking statementsstatement, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Forward-Looking Statements. Certain statements matters discussed in this press release prospectus supplement may be deemed to be constitute forward-looking statements within the meaning of Section 27A for purposes of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are not historical facts but rather are based on , or the Company’s current expectationsExchange Act, estimates and projections regarding the Company’s businessinvolve known and unknown risks, operations uncertainties and other factors relating theretothat may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. Words such as The words “anticipate,” “believe,” “estimate,” “may,” “expect,” “will,” “could,” “wouldproject,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confidentintend” and similar expressions are used generally intended to identify these forward-looking statements. Factors that could cause Our actual results to may differ materially from those reflected the results anticipated in these forward-looking statements relating due to our operations and business include: fluctuations in the price and availability a variety of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operatefactors, including, without limitation, factors relating to availability of credit, interest rates, fluctuations those discussed under the caption “Risk Factors” contained in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryersthis prospectus supplement, the effect of weather accompanying prospectus, any applicable free writing prospectus, or seasonalityunder similar heading in the other documents that are incorporated by reference into this prospectus supplement. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements. Such forward-looking statements include, but are not limited to, statements about our: • expectations for increases or decreases in expenses; • expectations for the loss of any clinical and pre-clinical development, manufacturing, regulatory approval, and commercialization of our significant customerspharmaceutical product candidates or any other products we may acquire or in-license; • use of clinical research centers and other contractors; • expectations as to the risks timing of doing business internationallycommencing or completing pre-clinical and clinical trials and the expected outcomes of those trials; the risks of conducting • expectations for incurring capital expenditures to expand our research and development and manufacturing capabilities; • expectations for generating revenue or becoming profitable on a portion sustained basis; • expectations or ability to enter into marketing and other partnership agreements; • expectations or ability to enter into product acquisition and in-licensing transactions; • expectations or ability to build our own commercial infrastructure to manufacture, market and sell our drug candidates; • acceptance of our operations through joint venturesproducts by doctors, patients or payors; our • ability to expand into new geographic or product marketscompete against other companies and research institutions; our • ability to achieve the acquisition component of secure adequate protection for our growth strategyintellectual property; the risk associated with manufacturing processes; our • ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train attract and retain highly-qualified employees and key personnel; • availability of reimbursement for our ability products; • estimates of the sufficiency of our existing cash and cash equivalents and investments to protect finance our intellectual property rights; changes in laws and regulationsoperating requirements, including environmental laws expectations regarding the value and regulationsliquidity of our investments; our ability to project product mix• stock price and its volatility; the risks associated with our current levels of indebtedness; our ability to meet and • expectations for future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commissionrequirements. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the The forward-looking statements contained in this press release. In light prospectus supplement reflect our views and assumptions only as of the significant uncertainties inherent in the forward-looking information included hereindate of this prospectus supplement, the inclusion of such information should not be regarded respectively. Except as a representation required by the Company or any other person that the Company’s expectationslaw, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes we assume no obligation to publicly update or revise responsibility for updating any forward-looking statements. We qualify all of our forward- looking statements by these cautionary statements. New risks and uncertainties arise from time to time, whether as a result of new information, future and it is impossible for us to predict these events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationhow they may affect us.
Appears in 1 contract
Sources: Sales Contracts
Forward-Looking Statements. Certain statements Statements in this press release Offer to Purchase and in the documents incorporated by reference herein which are not purely historical facts or which depend upon future events may be deemed to be constitute 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. These statements are not historical facts but rather are based on , which we refer to as the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating theretoExchange Act. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “could,would” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and or similar expressions are used to may also identify these such forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors Readers are cautioned not to place undue reliance on the Company’s forward-looking statements as such statements speak only as of the date they were made and involve risks and uncertainties that could cause actual events or results to differ materially from the Company undertakes no events or results described in the forward-looking statements. The most important factors which could cause our actual results to differ from our forward-looking statements are set forth in our description of risk factors in Item 1A contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2018, which should be read in conjunction with the forward-looking statements in this report. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to publicly update or revise any forward-looking statements, whether as statement. The events described in the forward-looking statements might not occur or might occur to a result of new information, future events different extent or otherwise, except as required by lawat a different time than we have described. Investor / Media Contact xxxxx As a condition of my employment with Arbitechresult, Inc., its subsidiaries, affiliates, successors or assigns (together our actual results may differ materially from the "Company"), and in consideration of my employment with the Company and my receipt results contemplated by these forward-looking statements. FORWARD-LOOKING STATEMENTS vii INCORPORATION OF DOCUMENTS BY REFERENCE 5 ABOUT ▇▇▇▇▇ BEAUTY 6 TERMS OF THE OFFERS 7 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 22 DEALER MANAGER; TENDER AGENT; INFORMATION AGENT 27 MISCELLANEOUS 28 As of the compensation now and hereafter paid date of this Offer to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential InformationPurchase.
Appears in 1 contract
Sources: Offer to Purchase
Forward-Looking Statements. Certain statements in this This press release may be deemed to be contains forward-looking statements within the meaning of Section 27A of the Private Securities Litigation Reform Act of 19331995 relating to our operations, as amended, results of operations and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are not historical facts but rather other matters that are based on the Company’s our current expectations, estimates estimates, forecasts and projections regarding the Company’s businessprojections. Words, operations and other factors relating thereto. Words such as “mayanticipate,” “willbelieve,” “could,” “wouldexpect,” “shouldestimate,” “anticipateintend,” “predictmay,” “opportunity,” “plan,” “positioned,” “potential,” “continueproject,” “expectsshould,” and “intends,” “plans,” “projects,” “believes,” “estimates,” “confidentwill” and similar expressions expressions, are used intended to identify these forward-looking statements. Factors These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based on assumptions as to future events that may not prove to be accurate. Risks, uncertainties and other factors that could cause actual results to differ materially from those reflected expressed or implied by our forwardlooking statements include, but are not limited to, risks that: our results of operations may be adversely affected if we are unable to execute on the key elements of our strategic plan or our strategic plan proves to be less successful than anticipated; if we are not able to anticipate and keep pace with rapid changes in forwardtechnology, our business may be negatively affected; a data security or privacy breach could adversely affect our business; we may experience declines in revenue and profitability if we do not accurately estimate the cost of engagements conducted on a fixed-looking statements relating price basis; our business could be adversely affected if our clients are not satisfied with our services, and we could face damage to our professional reputation and/or legal liability; termination of a contract by a significant client and/or cancellation with short notice could adversely affect our results of operations; our results of operations can be adversely affected by economic conditions and the impacts of economic conditions on our clients’ operations and technology spending; if we do not continue to improve our operational, financial and other internal controls and systems to manage our growth and size or if we are unable to enter, operate and compete effectively in new geographic markets, our results of operations may suffer and the value of our business include: fluctuations may be harmed; our brand and reputation are key assets and competitive advantages of our Company and our business may be affected by how we are perceived in the price and availability of resins and other raw materials and marketplace; our future success depends on our ability to pass any increased costs of raw materials on continue to our customers retain and attract qualified sales, delivery and technical employees; we cannot guarantee that we are in a timely mannercompliance with all applicable laws and regulations; volatility in general business and economic conditions in the markets in which if we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability are unable to protect our intellectual property rightsrights from unauthorized use or infringement by third parties, our business could be adversely affected; changes in laws and regulationsour services or solutions could infringe upon the intellectual property rights of others, including environmental laws and regulations; or we might lose our ability to project product mixutilize rights we claim in intellectual property or the intellectual property of others; if we are unable to collect our receivables, our results of operations and cash flows could be adversely affected; our credit agreement, an asset-based loan facility, limits our operational and financial flexibility; our revenues, operating results and profitability will vary from quarter to quarter and may result in increased volatility in the price of our stock; our international operations expose us to additional risks that could have adverse effects on our business and operating results; the risks associated IT services industry, in the U.S. and internationally, is highly competitive, with our current levels of indebtednessincreased focus on offshore capability and we may not be able to compete effectively in this evolving marketplace; our ability operations are vulnerable to meet future capital requirements disruptions that may impact our results of operations and fund from which we may not recover; we might not be successful at identifying, acquiring, or integrating businesses or entering into joint ventures; we could incur additional losses due to further impairment in the carrying value of our liquidity needsgoodwill; we depend on contracts with various public sector agencies for a significant portion of our revenue and, if the risk spending policies or budget priorities of these agencies change, we could lose revenue; unfavorable government audits could require us to adjust previously reported operating results, to forego anticipated revenue and subject us to penalties and sanctions; we have adopted anti-takeover defenses that additional could make it difficult for another company to acquire control of Ciber or limit the price investors might be willing to pay for our stock, thus affecting the market price of our securities. For a more detailed discussion of these factors, see the information may arise that would require under the Company to make additional adjustments or revisions or to restate “Risk Factors” heading in our Annual Report on Form 10-K for the financial statements year ended December 31, 2014, and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings documents filed with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with furnished to the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result statements in light of new information or future events. Readers are cautioned not to put undue reliance on forward-looking statements. Ciber is a leading global IT consulting company with some 6,500 consultants and contractors in North America, Europe and Asia/Pacific, and approximately $1 billion of annual business. Client focused and results driven, Ciber partners with organizations to develop technology strategies and solutions that deliver tangible business value. Founded in 1974, the company trades on the New York Stock Exchange (NYSE: CBR). For more information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationvisit ▇▇▇.▇▇▇▇▇.▇▇▇.
Appears in 1 contract
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus supplement, the accompanying prospectus and the documents incorporated by reference contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amendedor Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amendedor Exchange Act. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. These forward-looking statements include, but are not historical facts but rather are based limited to, those concerning the following: · the intended use of proceeds under this prospectus supplement and the prospectus; · the impact of the coronavirus, or COVID-19, pandemic on our worldwide operations and those of our business partners; · our ability to fund our planned operations and implement our business plan; · the status of filter designs under development; · the prospects for licensing filter designs upon completion of development; · plans for other filter designs not currently in development; · potential customers for our designs; · the timing and amount of future royalty streams; · our plans regarding the use of proceeds from our equity financings and the expected duration of our capital resources; · our plans regarding future financings; · our hiring plans; · the impact of our designs on the Company’s current expectationsmobile device market; · our business strategy; · our intentions, estimates expectations and projections beliefs regarding anticipated growth, market penetration and trends in our business; · the Company’s business, operations timing and success of our plan of commercialization; · our dependence on growth in our customers’ businesses; · our customers’ success in marketing products incorporating our designs to their customers; · the effects of market conditions on our stock price and operating results; · our ability to maintain our competitive technological advantages against competitors in our industry and the related costs associated with defending intellectual property infringement and other factors relating theretoclaims; · our ability to timely and effectively adapt our existing technology and have our technology solutions gain market acceptance; · our ability to introduce new filter designs and bring them to market in a timely manner; · our ability to maintain, protect and enhance our intellectual property; · our expectations concerning our relationships with our customers and other third parties and our customers’ relationships with their manufacturers; · the attraction and retention of qualified employees and key personnel; · future acquisitions of or investments in complementary companies or technologies; and · our ability to comply with evolving legal standards and regulations, particularly concerning requirements for being a public company and United States export regulations. Words In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projectsanticipates,” “believes,” ”, “could”, “estimates,”, “expects”, “intends”, “may”, “plans”, “potential”, “predicts”, “projects”, “should”, “will”, “would” as well as similar expressions. Forward-looking statements reflect our current views with respect to future events, are based on assumptions and are subject to risks, uncertainties and other important factors. We discuss many of these risks, uncertainties and other important factors in greater detail under the heading “confidentRisk Factors” contained in this prospectus supplement and similar expressions are used to identify any related free writing prospectus, and in our most recent annual report on Form 10-K and in our most recent quarterly report on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC. Given these risks, uncertainties and other important factors, you should not place undue reliance on these forward-looking statements. Factors that could cause actual results to differ from those reflected in Also, these forward-looking statements relating to represent our operations estimates and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality assumptions only as of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the date such forward-looking statements contained in this press releaseare made. In light of the significant uncertainties inherent in the forward-looking information included hereinExcept as required by law, the inclusion of such information should not be regarded as a representation by the Company or we assume no obligation to update any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements publicly, or to reflect facts and circumstances after the Company undertakes no obligation date of this prospectus supplement. Before deciding to publicly update or revise purchase our securities, you should carefully read both this prospectus supplement, the accompanying prospectus and any forward-looking statementsrelated free writing prospectus, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company information incorporated herein by reference as described under the heading “Incorporation of Certain Information by Reference,” completely and my receipt of with the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationunderstanding that our actual future results may be materially different from what we expect.
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Forward-Looking Statements. Certain statements The matters discussed in this press release may be deemed to be prospectus, as well as in future oral and written statements by management of Hercules Capital, Inc. (formerly known as Hercules Technology Growth Capital, Inc.) that are 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. These statements are not historical facts but rather are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the Company’s current expectationsresults expressed in, estimates and projections regarding the Company’s businessor implied by, operations and other factors relating theretothese forward-looking statements. Words Forward-looking statements relate to future events or our future financial performance. We generally identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “plans,” “anticipates,” “could,” “intends,” “planstarget,” “projects,” “contemplates,” “believes,” “estimates,” “confidentpredicts,” and “potential” or “continue” or the negative of these terms or other similar expressions are used to identify these forward-looking statementsexpressions. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and Important assumptions include our ability to pass any increased costs originate new investments, achieve certain margins and levels of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in profitability, the markets in which we operate, including, without limitation, factors relating to availability of creditadditional capital, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability maintain certain debt to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press releaseasset ratios. In light of the significant uncertainties inherent in the forward-looking information included hereinthese and other uncertainties, the inclusion of such information a projection or forward-looking statement in this prospectus should not be regarded as a representation by the Company us that our plans or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at allachieved. Investors are cautioned not to place undue reliance on the Company’s The forward-looking statements contained in this prospectus include statements as to: • our future operating results; • our business prospects and the Company undertakes no obligation prospects of our prospective portfolio companies; • the impact of investments that we expect to publicly update or revise any forward-looking statements, whether make; • our informal relationships with third parties including in the venture capital industry; • the expected market for venture capital investments and our addressable market; • the dependence of our future success on the general economy and its impact on the industries in which we invest; • our ability to access debt markets and equity markets; • the ability of our portfolio companies to achieve their objectives; • our expected financings and investments; • our regulatory structure and tax status; • our ability to operate as a result business development company, a SBIC and a RIC; • the adequacy of new informationour cash resources and working capital; • the timing of cash flows, future events or otherwiseif any, except as required by law. Investor / Media Contact xxxxx As a condition from the operations of my employment with Arbitechour portfolio companies; • the timing, Inc.form and amount of any dividend distributions; • the impact of fluctuations in interest rates on our business; • the valuation of any investments in portfolio companies, its subsidiaries, affiliates, successors or assigns (together the "Company"), particularly those having no liquid trading market; and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid • our ability to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationrecover unrealized losses.
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Sources: Equity Distribution Agreement
Forward-Looking Statements. Certain statements in This prospectus and the documents incorporated by reference into this press release may be deemed to be prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to as the “Securities Act,” and Section 21E of the Securities Exchange Act of 1934, as amended. These , which we refer to as the “Exchange Act.” Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein or in documents incorporated by reference that are not statements of historical facts but rather are based on the Company’s current expectationsfact may be deemed to be forward-looking statements. For example, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words words such as “may,” “will,” “could,” “would,” “should,” “anticipateestimates,” “predictpredicts,” “potential,” “continue,” “expectsstrategy,” “intendsbelieves,” “anticipates,” “plans,” “projectsexpects,” “believes,” “estimates,” “confidentintends” and similar expressions are used intended to identify these forward-looking statements. Our actual results and the outcome and timing of certain events may differ significantly from the expectations discussed in the forward-looking statements. Factors that could might cause actual results or contribute to differ from those reflected in forward-looking statements relating to such a discrepancy include, but are not limited to, the factors set forth below and may impact either or both of our operations operating segments: • market conditions, including trading volume and business include: fluctuations in the price volatility, potential deterioration of equity and availability of resins debt capital markets and other raw materials markets for commercial real estate and related services, and our ability to pass any increased costs of raw materials on access the capital markets; • pricing, commissions and fees, and market position with respect to our customers products and services and those of our competitors; • the effect of industry concentration and reorganization, reduction of customers, and consolidation; • liquidity, regulatory, and clearing capital requirements and the impact of credit market events; • our relationships with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇.▇. and its affiliates, which we refer to as “Cantor,” including ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Co., which we refer to as “CF&Co,” and Cantor Commercial Real Estate Company, L.P., which we refer to as “CCRE,” any related conflicts of interest, any impact of Cantor’s results on our credit ratings and/or the associated outlooks, any loans to or from us or Cantor, CF&Co’s acting as our sales agent or underwriter under our controlled equity or other offerings, ▇▇▇▇▇▇’▇ holdings of our debt securities, CF&Co’s acting as a market maker in our debt securities, CF&Co’s acting as our financial advisor in connection with potential business combinations, dispositions, or other transactions, our participation in various investments, stock loans or cash management vehicles placed by or recommended by CF&Co, and any services provided by or transactions with CCRE; • economic or geopolitical conditions or uncertainties, the actions of governments or central banks, including uncertainty regarding a timely mannerU.K. exit from the European Union following the recent referendum and related rulings, and the impact of terrorist acts, acts of war or other violence or political unrest, as well as natural disasters or weather-related or similar events, including power failures, communication and transportation disruptions, and other interruptions of utilities or other essential services; volatility in general business and economic conditions in • the effect on our businesses, our clients, the markets in which we operate, includingand the economy in general of possible shutdowns of the U.S. government, without limitationsequestrations, factors uncertainties regarding the debt ceiling and the federal budget, and other potential political impasses, as well as the economic and market response to the U.S. presidential election; • the effect on our businesses of reductions in overall industry volumes in certain of our products as a result of central bank quantitative easing, interest rate changes, market volatility, and other factors; • the effect on our businesses of worldwide governmental debt issuances, austerity programs, increases or decreases in deficits, and other changes to monetary policy, and potential political impasses or regulatory requirements, including increased capital requirements for banks and other institutions; • extensive regulation of our businesses and customers, changes in regulations relating to availability financial services companies, commercial real estate and other industries, and risks relating to compliance matters, including regulatory examinations, inspections, investigations and enforcement actions, and any resulting costs, increased financial and capital requirements, enhanced oversight, fines, penalties, sanctions, and changes to or restrictions or limitations on specific activities, operations, compensatory arrangements, and growth opportunities, including acquisitions, hiring, and new businesses, products, or services; • factors related to specific transactions or series of transactions, including credit, performance, and principal risk, trade failures, counterparty failures, and the impact of fraud and unauthorized trading; • costs and expenses of developing, maintaining, and protecting our intellectual property, as well as employment and other litigation and their related costs, including judgments or settlements paid or received and the impact thereof on our financial results and cash flows in any given period; • certain financial risks, including the possibility of future losses, reduced cash flows from operations, increased leverage and the need for short- or long-term borrowings, including from Cantor, or other sources of cash relating to acquisitions, dispositions, or other matters, potential liquidity and other risks relating to our ability to obtain financing or refinancing of existing debt on terms acceptable to us, if at all, and risks of the resulting leverage, including potentially causing a reduction in our credit ratings and/or the associated outlooks and increased borrowing costs, as well as interest ratesrate and foreign currency exchange rate fluctuations; • risks associated with the temporary or longer-term investment of our available cash, fluctuations in capital including defaults or impairments on our investments, stock loans or cash management vehicles and collectability of loan balances owed to us by partners, employees, or others; • our ability to enter new markets or develop new products, trading desks, marketplaces, or services for existing or new customers and to induce such customers to use these products, trading desks, marketplaces, or services and to secure and maintain market share; • our ability to enter into marketing and strategic alliances and business combinations or other transactions in the financial services, real estate, and consumer confidenceother industries, including acquisitions, tender offers, dispositions, offerings, reorganizations, partnering opportunities and joint ventures, and our ability to maintain or develop relationships with independently owned offices in our real estate services business and our ability to grow in other geographic regions, the anticipated benefits of any such transactions, relationships or growth and the future impact of any such transactions, relationships or growth on our financial results for current or future periods, the integration of any completed acquisitions and the use of proceeds of any completed dispositions or offerings, and the value of and any hedging entered into in connection with consideration received or to be received in connection with such dispositions; cyclicality and seasonality • our estimates or determinations of potential value with respect to various assets or portions of our businesses, including with respect to the accuracy of the non-residential assumptions or the valuation models or multiples used; • our ability to hire and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future marketsretain personnel, including competition from both manufacturers of high performance chicken brokers, salespeople, managers, and turkey fryers, the effect of weather or seasonalityother professionals; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; • our ability to expand into new geographic or the use of technology for hybrid and fully electronic trading in our product marketsand service offerings; • our ability to achieve the acquisition component of our effectively manage any growth strategythat may be achieved, while ensuring compliance with all applicable financial reporting, internal control, legal compliance, and regulatory requirements; the risk associated with manufacturing processes; • our ability to manage identify and remediate any material weaknesses in our assets; the risks associated with our product warranties; internal controls that could affect our ability to prepare financial statements and reports in a timely manner, control our policies, practices and procedures, operations and assets, assess and manage our supply purchasing operational, regulatory, and customer credit policiesfinancial risks, and integrate our acquired businesses and brokers, salespeople, managers and other professionals; • the risks associated with effectiveness of our self-insured programsrisk management policies and procedures, and the impact of unexpected market moves and similar events; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations• information technology risks, including environmental laws capacity constraints, failures, or disruptions in our systems or those of the clients, counterparties, exchanges, clearing facilities, or other parties with which we interact, including cybersecurity risks and regulationsincidents and regulatory focus; • the fact that the prices at which shares of our ability to project product mixClass A common stock are sold in one or more of our controlled equity offerings or in other offerings or other transactions may vary significantly, and purchasers of shares in such offerings or transactions, as well as existing stockholders, may suffer significant dilution if the price they paid for their shares is higher than the price paid by other purchasers in such offerings or transactions; the risks associated with our current levels of indebtedness; • our ability to meet future capital requirements expectations with respect to payments of dividends and fund distributions and repurchases of shares of our liquidity needsClass A common stock and purchases or redemptions of limited partnership interests of BGC Holdings, L.P., which we refer to as “BGC Holdings,” or other equity interests in our subsidiaries, including from Cantor, our executive officers, other employees, partners, and others, and the net proceeds to be realized by us from offerings of shares of our Class A common stock; and • the risk that additional information may arise that would require effect on the Company to make additional adjustments or revisions or to restate the financial statements market for and trading price of our Class A common stock of various offerings and other financial data for certain prior periods transactions, including our controlled equity and any future periodsother offerings of our Class A common stock and convertible or exchangeable securities, our repurchases of shares of our Class A common stock and purchases of BGC Holdings limited partnership interests or other equity interests in our subsidiaries, any further delay exchanges by Cantor of shares of our Class A common stock for shares of our Class B common stock, any exchanges or redemptions of limited partnership units and issuances of shares of Class A common stock in the filing connection therewith, including in partnership restructurings, our payment of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls dividends on our Class A common stock and proceduresdistributions on BGC Holdings limited partnership interests, convertible arbitrage, hedging, and discovering further weaknesses other transactions engaged in by holders of which we are not currently aware our outstanding debt or which have not been detected other securities, share sales and the stock pledge, stock loan, and other financing transactions by holders of our shares (including by ▇▇▇▇▇▇ or others), including of shares acquired pursuant to our employee benefit plans, unit exchanges and redemptions, partnership restructurings, acquisitions, conversions of our Class B common stock and our other convertible securities, stock pledge, stock loan, or other financing transactions, and distributions from Cantor pursuant to Cantor’s distribution rights obligations and other distributions to Cantor partners, including deferred distribution rights shares. The foregoing risks and uncertainties, as well as those risks and uncertainties described in referred to under the Company’s filings with the Securities heading “Risk Factors” and Exchange Commission. New risks and uncertainties emerge those incorporated by reference herein, may cause actual results to differ materially from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press releasestatements. In light The information included or incorporated by reference is given as of the significant uncertainties inherent in respective dates of this prospectus or the forward-looking information included hereindocuments incorporated by reference into this prospectus, the inclusion of and future events or circumstances could differ significantly from such information should information. We do not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
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Forward-Looking Statements. Certain statements This announcement (including information incorporated by reference in this press release announcement), oral statements made regarding the Acquisition, and other information published by Sirius, Anglo American or any member of the Anglo American Group contain statements which are, or may be deemed to be forward-be, “forward- looking statements”. Such forward- looking statements within are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the meaning of Section 27A business strategies and the environment in which Anglo American, any member of the Securities Act of 1933, as amended, Anglo American Group or the Enlarged Group shall operate in the future and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are not historical facts but rather are based on the Company’s current expectations, estimates subject to risks and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements. Factors uncertainties that could cause actual results to differ materially from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather expressed or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commissionimplied by those statements. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-The forward- looking statements contained in this press releaseannouncement relate to Anglo American, any member of the Anglo American Group or the Enlarged Group’s future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In light of the significant uncertainties inherent in the forward-looking information included hereinsome cases, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s these forward-looking statements can be identified by the use of forward looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”, “cost-saving”, “projects”, “intends”, “may”, “will”, “shall” or “should” or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the Company undertakes no obligation expansion and growth of Anglo American’s, any member of the Anglo American Group’s or Sirius’ operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Anglo American’s, any member of the Anglo American Group’s or Sirius’ business. By their nature, forward-looking statements involve risk and uncertainty because they relate to publicly update events and depend on circumstances that shall occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or revise disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither Sirius nor any of Anglo American nor any member of the Anglo American Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward- looking statements in this announcement shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements. The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to any member of the Anglo American Group or Sirius Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. ▇▇▇▇▇▇ and Anglo American expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise. No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Anglo American or Sirius, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitechappropriate, Inc.for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Anglo American or Sirius, its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationas appropriate.
Appears in 1 contract
Sources: Co Operation Agreement
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus, including the documents that we incorporate by reference, contains forward-looking statements within as that term is defined in the meaning federal securities laws. The events described in forward-looking statements contained in this prospectus, including the documents that we incorporate by reference, may not occur. Generally, these statements relate to our business plans or strategies, projected or anticipated benefits or other consequences of Section 27A our plans or strategies, financing plans, projected or anticipated benefits from acquisitions that we may make, or projections involving anticipated revenues, earnings or other aspects of the Securities Act of 1933, as amendedour operating results or financial position, and Section 21E the outcome of the Securities Exchange Act of 1934, as amendedany contingencies. These Any such forward-looking statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding of management. We intend for these forward- looking statements to be covered by the Company’s business, operations and other factors relating theretosafe-harbor provisions for forward-looking statements. Words such as “may,” “willexpect,” “could,” “would,” “shouldbelieve,” “anticipate,” “predictproject,” “potentialplan,” “intend,” “estimate,” and “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and their opposites and similar expressions are used intended to identify these forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control that may influence the accuracy of the statements and the projections upon which the statements are based. Factors that could cause actual may affect our results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryersbut are not limited to, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described discussed in the Company’s filings “Risk Factors” section on page 3 of this prospectus, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 or in other reports we file with the Securities and Exchange Commission. New Any one or more of these uncertainties, risks and uncertainties emerge from time to time other influences could materially affect our results of operations and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the whether forward-looking statements contained made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in this press release. In light of the significant uncertainties inherent in the these forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at allstatements. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of from new information, future events or otherwise. You should rely only on the information in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationyou should not rely upon it.
Appears in 1 contract
Sources: Equity Distribution Agreement
Forward-Looking Statements. Certain This news release contains statements in this press release may be deemed that we believe to be “forward-looking statements statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than historical facts, as amendedincluding, without limitation, statements regarding our future financial position, business strategy, projected revenues, earnings, costs, capital expenditures and debt levels, and plans and objectives of management for future operations, are forward-looking statements. These statements are not historical facts but rather are based on the Company’s current expectationsWhen used in this news release, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words words such as we “mayexpect,” “willintend,” “couldplan,” “would,” “shouldestimate,” “anticipate,” “predict,believe” or “potential,should” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and or the negative thereof or variations thereon or similar expressions terminology are used generally intended to identify these forward-looking statements. Factors Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those reflected expressed in, or implied by, such statements. These risks and uncertainties include, but are not limited to: declines in forward-looking statements relating to oil, natural gas liquids or natural gas prices; our operations level of success in exploration, development and business include: fluctuations in production activities; adverse weather conditions that may negatively impact development or production activities; the price timing of our exploration and availability of resins and other raw materials and development activities; our ability to pass any increased obtain sufficient quantities of CO2 necessary to carry out our enhanced oil recovery projects; inaccuracies of our reserve estimates or our assumptions underlying them; revisions to reserve estimates as a result of changes in commodity prices; risks related to our level of indebtedness and periodic redeterminations of the borrowing base under our credit agreement; our ability to generate sufficient cash flows from operations to meet the internally funded portion of our capital expenditures budget; our ability to obtain external capital to finance exploration and development operations and acquisitions; federal and state initiatives relating to the regulation of hydraulic fracturing; the potential impact of federal debt reduction initiatives and tax reform legislation being considered by the U.S. Federal government that could have a negative effect on the oil and gas industry; our ability to identify and complete acquisitions and to successfully integrate acquired businesses; unforeseen underperformance of or liabilities associated with acquired properties, including the properties subject to the Williston Basin acquisition; our ability to successfully complete potential asset dispositions and the risks related thereto; the impacts of hedging on our results of operations; failure of our properties to yield oil or gas in commercially viable quantities; uninsured or underinsured losses resulting from our oil and gas operations; our inability to access oil and gas markets due to market conditions or operational impediments; the impact and costs of raw materials on compliance with laws and regulations governing our oil and gas operations; our ability to replace our customers in a timely manneroil and natural gas reserves; volatility in general business and economic conditions any loss of our senior management or technical personnel; competition in the markets oil and gas industry in the regions in which we operate, including, without limitation, factors relating to availability ; risks arising out of credit, interest rates, fluctuations in capital our hedging transactions; and business and consumer confidence; cyclicality and seasonality of other risks described under the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition caption “Risk Factors” in our existing and future marketsfinal prospectus supplement dated September 9, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures2013. We assume no obligation, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time disclaim any duty, to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on update the forward-looking statements contained in this press news release. In light Company contact: ▇▇▇▇ ▇. ▇▇▇▇▇, Director of Investor Relations 303.837.1661 or ▇▇▇▇.▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ DENVER – September 23, 2013 – ▇▇▇▇▇▇▇ Petroleum Corporation (NYSE: WLL) today announced that it has priced $400 million aggregate principal amount of 5.750% senior notes due 2021 in a private placement to eligible purchasers. The notes were priced at a premium of 101.000% of par. The notes will be unsecured and unconditionally guaranteed by ▇▇▇▇▇▇▇’▇ wholly-owned subsidiary, ▇▇▇▇▇▇▇ Oil and Gas Corporation. The private placement is expected to close on September 26, 2013. ▇▇▇▇▇▇▇ expects to use the net proceeds from the sale of the significant uncertainties inherent notes for general corporate purposes including capital expenditures. These notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state and may not be offered or sold in the forward-looking information included herein, United States absent registration or an exemption from the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt requirements of the compensation now Securities Act and hereafter paid applicable state securities laws. The notes are expected to me be eligible for trading by Companyqualified institutional buyers under Rule 144A and non-U.S. persons under Regulation S. This press release is being issued pursuant to Rule 135c under the Securities Act and does not constitute an offer to sell or the solicitation of an offer to buy the notes, I agree nor shall there be any sale of the notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationregistration or qualification under the securities laws of any such jurisdiction.
Appears in 1 contract
Forward-Looking Statements. Certain This prospectus contains or incorporates by reference forward-looking statements that are, by their nature, subject to significant risks and uncertainties. These forward-looking statements include the discussions of our business strategies and expectations concerning future operations, margins, profitability, liquidity and capital resources. Any statements contained in this press release prospectus that are not statements of historical fact may be deemed to be forward-looking statements within statements. In addition, in certain portions included in this prospectus, 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. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as words “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projectsanticipates,” “believes,” “estimates,” “confidentseeks,” “expects,” “plans,” “intends” and similar expressions expressions, as they relate to our Company or management, are used intended to identify forward-looking statements. Although we believe these forward-looking statements are reasonable, we cannot assure you any forward-looking statements will prove to be correct. These forward-looking statements involve known and unknown risks, uncertainties and other factors beyond our control, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations These factors include, among others, the risks associated with: • the uncertainty of the extent, duration and business include: fluctuations effects of the COVID-19 Pandemic (as defined in the price “Glossary” section of this prospectus) and availability the response of resins governments and other raw materials third parties, including government- mandated property closures, increased operational regulatory requirements or travel restrictions, on our business, results of operations, cash flows, liquidity and development prospects; • our ability to pass any increased maintain our gaming license and subconcession in Macao, including the renewal or extension of the subconcession in Macao that expires on December 31, 2022; • general economic and business conditions, which may impact levels of disposable income, consumer spending, group meeting business, pricing of hotel rooms and retail and mall tenant sales; • disruptions or reductions in travel and our operations, due to natural or man-made disasters, pandemics, epidemics or outbreaks of infectious or contagious diseases, political instability, civil unrest, terrorist activity or war; • the uncertainty of consumer behavior related to discretionary spending and vacationing at our integrated resorts; • the extensive regulations to which we are subject and the costs of raw materials on compliance or failure to comply with such regulations; • new developments, construction projects and ventures, including our customers Cotai Strip developments; • regulatory policies in a timely manner; volatility in general business and economic conditions in the markets mainland China or other countries in which our patrons reside, or where we operatehave operations, includingincluding visa restrictions limiting the number of visits or the length of stay for visitors from mainland China to Macao, without limitationrestrictions on foreign currency exchange or importation of currency, factors relating and the judicial enforcement of gaming debts; • our leverage, debt service and debt covenant compliance and ability to availability of creditrefinance our debt obligations as they come due or to obtain sufficient funding for our planned, or any future, development projects; • fluctuations in currency exchange rates and interest rates, fluctuations in capital ; • increased competition for labor and business materials due to planned construction projects and consumer confidencequota limits on the hiring of foreign workers; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; • our ability to expand into new geographic or product markets; compete for limited management and labor resources in Macao, and the policies of the government may also affect our ability to achieve the acquisition component employ imported managers or labor from other countries; • our dependence upon properties in Macao for all of our growth strategycash flow; • the risk associated with manufacturing processespassage of new legislation and receipt of governmental approvals for our operations; • our insurance coverage may not be adequate to cover all possible losses that our properties could suffer and our insurance costs may increase in the future; • our ability to manage collect gaming receivables from our assetscredit players; the risks associated • our relationship with gaming promoters; • our product warrantiesdependence on chance and theoretical win rates; • fraud and cheating; • our ability to manage our supply purchasing establish and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; • conflicts of interest that arise because certain of our directors and officers are also directors of LVS; • government regulation of the casino industry (as well as new laws and regulations and changes in to existing laws and regulations), including environmental laws gaming license regulation, the requirement for certain beneficial owners of our securities to be found suitable by gaming authorities, the legalization of gaming in other jurisdictions and regulationsregulation of gaming on the internet; • increased competition, including recent and upcoming increases in hotel rooms, meeting and convention space, retail space, potential additional gaming licenses and online gaming; • the popularity of Macao as a convention and trade show destination; • new taxes, changes to existing tax rates or proposed changes in tax legislation; • the continued services of our ability key officers; • labor actions and other labor problems; • our failure to project product mix; maintain the risks associated integrity of our information and information systems or comply with our current levels of indebtedness; our ability to meet future capital applicable privacy and data security requirements and fund regulations could harm our liquidity needsreputation and adversely affect our business; • the risk that additional information may arise that would require completion of infrastructure projects; • the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing outcome of any filings with ongoing and future litigation; and • other factors described under “Risk Factors.” All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the SEC; the review of potential weaknesses cautionary statements contained or deficiencies referred to in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commissionthis section. New risks and uncertainties emerge arise from time to time time, and it is not possible impossible for the Company us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press releasethese events or how they may affect us. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors Readers are cautioned not to place undue reliance on the Company’s these forward-looking statements. We assume no obligation to update any forward-looking statements and after the Company undertakes no obligation to publicly update or revise any forward-looking statementsdate of this prospectus, whether as a result of new information, future events or otherwisedevelopments, except as required by lawfederal securities laws. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and All forward-looking statements contained in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid this prospectus are qualified by reference to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationthis cautionary statement.
Appears in 1 contract
Sources: Announcement
Forward-Looking Statements. Certain statements in Except for historical information, this press release may be deemed to be prospectus contains forward-looking statements within made pursuant to the meaning safe harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934Act. Forward-looking statements include statements with respect to our beliefs, as amended. These statements are not historical facts but rather are based on the Company’s current plans, objectives, goals, expectations, estimates anticipations, assumptions, estimates, intentions and projections regarding the Company’s businessfuture performance, operations and involve known and unknown risks, uncertainties and other factors relating theretofactors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Words All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “willcan,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “wouldintend,” “should,” “anticipate,” “predicttarget,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and other similar words and expressions of the future. There are used a number of important factors that could cause the actual results to identify these differ materially from those expressed in any forward-looking statementsstatement made by us. Factors These factors include, but are not limited to: • labor and other workforce shortages and challenges; • our dependence on principal customers; • the addition or loss of significant customers or material changes to our relationships with these customers; • our sensitivity to general economic conditions including changes in disposable income levels and consumer spending trends; • our ability to timely and successfully build new hosting facilities with the appropriate contractual margins and efficiencies; • our ability to continue to grow sales in our hosting business; • volatility of cryptoasset prices; • uncertainties of cryptoasset regulation policy; and • equipment failures, power or other supply disruptions. The foregoing does not represent an exhaustive list of matters that could may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in such forward-looking statements. The events and circumstances reflected in our forward-looking statements relating to our operations may not be achieved or occur and business include: fluctuations actual results could differ materially from those projected in the price forward-looking statements. You should review the factors and availability of resins risks and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which information we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition describe in our existing and future marketsmost recent Annual Report on Form 10-K, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of as well as any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes amendments thereto reflected in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which subsequent reports we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge will file from time to time and it is not possible for with the Company to predict all risks and uncertainties that could have an impact on the SEC. All forward-looking statements contained are expressly qualified in their entirety by this press releasecautionary note. You are cautioned to not place undue reliance on any forward-looking statements, which speak only as of the date of this prospectus or the date of the document incorporated by reference herein. You should read this prospectus and the documents that we incorporate by reference and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. In light of the significant uncertainties inherent in the these forward-looking information included hereinstatements, the inclusion of such information you should not be regarded regard these statements as a representation or warranty by the Company us or any other person that the Company’s expectationswill achieve our objectives and plans in any specified time frame, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not We have no obligation, and expressly disclaims any obligation, to place undue reliance on update, revise or correct any of the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. We have expressed our expectations, except as required by lawbeliefs and projections in good faith and believe they have a reasonable basis. Investor / Media Contact xxxxx As a condition of my employment with ArbitechHowever, Inc.we cannot assure you that our expectations, its subsidiaries, affiliates, successors beliefs or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationprojections will result or be achieved or accomplished.
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain statements in this press release may be deemed to be forward-This prospectus and the documents we have filed with the SEC that are incorporated by reference contain “forward- looking statements statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are not historical facts but rather are based on the Company’s current expectationsrelate to future events or to our future operating or financial performance and involve known and unknown risks, estimates and projections regarding the Company’s business, operations uncertainties and other factors relating theretothat may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Words All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “mayanticipate,” “willbelieve,” “continue,” “could,” “woulddesign,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “project,” “should,” “anticipate,will” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and or the negative of these terms or other similar expressions are used to identify expressions. We have based these forward-looking statementsstatements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Factors that could cause actual results to differ from those reflected in These forward-looking statements relating are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the section titled “Risk Factors” and elsewhere in this prospectus and in our most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the SEC, which are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus, the documents incorporated by reference and any free writing prospectus that we may authorize for use in connection with a specific offering. These factors include, among other things: • We may never earn a profit; • We are subject to the uncertainties associated with the clinical development and regulatory approval of its product candidates including potential delays in the commencement, enrollment and completion of clinical trials and that the results of prior clinical trials may not be predictive of future results; • We will be required to raise additional funds to finance its operations and business include: fluctuations in the price remain a going concern and availability of resins and other raw materials and our ability may be required to pass any increased costs of raw materials do so sooner than it expects; • We may not be able to raise additional funds when necessary, and/or on to our customers in a timely manneracceptable terms; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability • We may not be able to protect our respective intellectual property rights; • There may be changes in laws expected or existing competition for our product candidates; • if we were to be delisted from Nasdaq, it could reduce the visibility, liquidity and regulationsprice of its common stock; • a significant portion of the our total outstanding shares of common stock may be sold into the public market at any point, including environmental laws and regulationswhich could cause the market price of our common stock to drop significantly, even if we are doing well; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future • we do not anticipate paying any cash dividends on its capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay stock in the filing foreseeable future; • provisions in our certificate of any filings with incorporation, our bylaws or Delaware law might discourage, delay or prevent a change in control of the SECcompany or changes in its management, which may depress the price of its common stock; • the review of potential weaknesses or deficiencies coronavirus (COVID-19) pandemic may have an adverse effect on our business, the medical community and the global economy; and • securities analysts’ published reports could cause a decline in the Company’s disclosure controls and procedures, and discovering further weaknesses price of which we the our stock. These risks are not currently aware or which have not been detected exhaustive. Other sections of this prospectus may include additional factors that could harm our business and the other risks financial performance. Moreover, we operate in a very competitive and uncertainties described in the Company’s filings with the Securities and Exchange Commissionrapidly changing environment. New risks and uncertainties emerge from time to time time, and it is not possible for the Company our management to predict all risks and uncertainties nor can we assess the impact of all such factors on our business or the extent to which any such factor, or combination of such factors, may cause actual results to differ from those contained in, or implied by, any forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although we believe that could have an impact on the expectations reflected in the forward-looking statements contained in this press releaseare reasonable, we cannot guarantee future results, levels of activity, performance or achievements. In light of the significant uncertainties inherent in the Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus or to conform these statements to actual results or to changes in our expectations. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information included hereinavailable to us as of the date of this prospectus, the inclusion of and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be regarded as a representation by the Company read to indicate that we have conducted an exhaustive inquiry into, or any other person that the Company’s expectationsreview of, objectives or plans will be achieved in the timeframe anticipated or at allall relevant information. Investors These statements are inherently uncertain and investors are cautioned not to place undue reliance on unduly rely upon these statements. You should read this prospectus and the Company’s documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus is a part with the understanding that our actual future results, levels of activity, performance and achievements may be different from what we expect. We qualify all of our forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking by these cautionary statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein by reference contain forward-looking statements relating to future events and our future performance 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, or the Exchange Act. These You are cautioned that such statements are involve risks and uncertainties, including: • we may be unable to successfully complete the transfer of our manufacturing facility; • we may not historical facts but rather are based be able to successfully market Ampyra, Inbrija or any other products under development; • the COVID-19 pandemic, including related quarantines and travel restrictions, and the potential for the illness to affect our employees or consultants or those that work for other companies we rely upon, could have a material adverse effect on the Company’s current expectationsour business operations or product sales; • our ability to raise additional funds to finance our operations, estimates and projections regarding the Company’s businessrepay outstanding indebtedness or satisfy other obligations, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass control our costs or reduce planned expenditures and take other actions, which are necessary for us to continue as a going concern; • risks associated with the trading of our common stock and our reverse stock split; • risks related to our workforce, including our ability to realize the expected benefits of our corporate restructuring; • risks associated with complex, regulated manufacturing processes for pharmaceuticals, which could affect whether we have sufficient commercial supply of Inbrija to meet market demand; • our reliance on third-party manufacturers for the production of commercial supplies and Ampyra and, following the transfer of our manufacturing facility, Inbrija; • third party payers (including governmental agencies) may not reimburse for the use of Inbrija or our other products at acceptable rates or at all and may impose restrictive prior authorization requirements that limit or block prescriptions; • competition for Inbrija, Ampyra and other products we may develop and market in the future, including increasing competition and accompanying loss of revenues in the U.S. from generic versions of Ampyra (dalfampridine) following our loss of patent exclusivity; • the ability to realize the benefits anticipated from acquisitions, among other reasons because acquired development programs are generally subject to all the risks inherent in the drug development process and our knowledge of the risks specifically relevant to acquired programs generally improves over time; • the risk of unfavorable results from future studies of Inbrija (levodopa inhalation powder) or from our other research and development programs, or any increased other acquired or in-licensed programs; • the occurrence of adverse safety events with our products; • the outcome (by judgment or settlement) and costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operatelegal, administrative or regulatory proceedings, investigations or inspections, including, without limitation, factors relating to availability of creditcollective, interest rates, fluctuations in capital and business and consumer confidencerepresentative or class action litigation; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability • failure to protect our intellectual property, to defend against the intellectual property rightsclaims of others or to obtain third party intellectual property licenses needed for the commercialization of our products; changes and • failure to comply with regulatory requirements could result in laws adverse action by regulatory agencies. We are a biopharmaceutical company focused on developing therapies that restore function and regulationsimprove the lives of people with neurological disorders. We market Inbrija (levodopa inhalation powder), which is approved in the U.S. for intermittent treatment of OFF episodes, also known as OFF periods, in adults with ▇▇▇▇▇▇▇▇▇’▇ disease treated with carbidopa/levodopa. Inbrija is for as needed use and utilizes our ARCUS pulmonary delivery system, a technology platform designed to deliver medication through inhalation that we believe has potential to be used in the development of a variety of inhaled medicines. We also market branded Ampyra (dalfampridine) Extended Release Tablets, 10 mg. We were incorporated in 1995 as a Delaware corporation. Our principal executive offices are located at ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. Our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Our website is ▇▇▇.▇▇▇▇▇▇.▇▇▇. Please note that all references to “▇▇▇.▇▇▇▇▇▇.▇▇▇” in this prospectus supplement and the accompanying prospectus and documents incorporated by reference herein and therein are inactive textual references only and that the information contained on Acorda’s website is neither incorporated by reference nor intended to be used in connection with this offering. We and our subsidiaries own several registered trademarks in the U.S. and in other countries. These registered trademarks include, in the U.S., the marks “Acorda Therapeutics,” our stylized Acorda Therapeutics logo, “Biotie Therapies,” “Ampyra,” “Inbrija” and “ARCUS.” Also, our marks “Fampyra” and “Inbrija” are registered marks in the European Community Trademark Office and we have registrations or pending applications for these marks in other jurisdictions. Our trademark portfolio also includes several registered trademarks and pending trademark applications in the U.S. and worldwide for potential product names or for disease awareness activities. Third party trademarks, trade names, and service marks used in this report are the property of their respective owners. On December 31, 2020, we filed a Certificate of Amendment to our Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to effect a reverse stock split of our common stock at a ratio of one-for-six, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay a proportionate reduction in the filing number of any filings with the SEC; the review shares of potential weaknesses or deficiencies in the Company’s disclosure controls and procedurescommon stock we are authorized to issue, from 370,000,000 to 61,666,666. The reverse stock split became effective on at 4:01 p.m. Eastern Time on December 31, 2020, and discovering further weaknesses our shares of which we are not currently aware or which have not been detected common stock commenced trading on Nasdaq on a post-split basis on January 4, 2021. Unless otherwise noted, all share and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements per share numbers contained in this press releaseprospectus supplement are reflected on a post-split basis for all periods presented. In light $15,250,000. assumed offering price of $4.24 per share, which was the significant uncertainties inherent in the forward-looking information included hereinlast reported sale price of our common stock on Nasdaq on January 12, the inclusion 2021, we would have had 13,079,934 shares of such information should not be regarded common stock outstanding as a representation by the Company or any other person that the Company’s expectationsof January 7, objectives or plans 2021. The actual number of shares issued will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance vary depending on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationsales price under this offering.
Appears in 1 contract
Sources: At the Market Offering Agreement
Forward-Looking Statements. Certain This news release contains statements in this press release may be deemed that we believe to be “forward-looking statements statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than historical facts, as amendedincluding, without limitation, statements regarding our future financial position, business strategy, projected revenues, earnings, costs, capital expenditures and debt levels, and plans and objectives of management for future operations, are forward-looking statements. These statements are not historical facts but rather are based on the Company’s current expectationsWhen used in this news release, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words words such as we “mayexpect,” “willintend,” “couldplan,” “would,” “shouldestimate,” “anticipate,” “predict,believe” or “potential,should” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and or the negative thereof or variations thereon or similar expressions terminology are used generally intended to identify these forward-looking statements. Factors Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those reflected expressed in, or implied by, such statements. These risks and uncertainties include, but are not limited to: declines in forward-looking statements relating to oil, natural gas liquids or natural gas prices; our operations level of success in exploration, development and business include: fluctuations in production activities; adverse weather conditions that may negatively impact development or production activities; the price timing of our exploration and availability of resins and other raw materials and development activities; our ability to pass any increased obtain sufficient quantities of CO2 necessary to carry out our enhanced oil recovery projects; inaccuracies of our reserve estimates or our assumptions underlying them; revisions to reserve estimates as a result of changes in commodity prices; risks related to our level of indebtedness and periodic redeterminations of the borrowing base under our credit agreement; our ability to generate sufficient cash flows from operations to meet the internally funded portion of our capital expenditures budget; our ability to obtain external capital to finance exploration and development operations and acquisitions; federal and state initiatives relating to the regulation of hydraulic fracturing; the potential impact of federal debt reduction initiatives and tax reform legislation being considered by the U.S. Federal government that could have a negative effect on the oil and gas industry; our ability to identify and complete acquisitions and to successfully integrate acquired businesses; unforeseen underperformance of or liabilities associated with acquired properties, including the properties subject to the Williston Basin acquisition; our ability to successfully complete potential asset dispositions and the risks related thereto; the impacts of hedging on our results of operations; failure of our properties to yield oil or gas in commercially viable quantities; uninsured or underinsured losses resulting from our oil and gas operations; our inability to access oil and gas markets due to market conditions or operational impediments; the impact and costs of raw materials on compliance with laws and regulations governing our oil and gas operations; our ability to replace our customers in a timely manneroil and natural gas reserves; volatility in general business and economic conditions any loss of our senior management or technical personnel; competition in the markets oil and gas industry in the regions in which we operate, including, without limitation, factors relating to availability ; risks arising out of credit, interest rates, fluctuations in capital our hedging transactions; and business and consumer confidence; cyclicality and seasonality of other risks described under the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition caption “Risk Factors” in our existing and future marketsfinal prospectus supplement dated September 9, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures2013. We assume no obligation, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time disclaim any duty, to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on update the forward-looking statements contained in this press news release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus and documents incorporated herein by reference contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements within involve a number of risks and uncertainties. We caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amendedforward- looking statement. These statements are based on current expectations of future events. Such statements include, but are not limited to, statements about future financial and operating results, plans, objectives, expectations and intentions, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management and other statements that are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating theretofacts. Words such as You can find many of these statements by looking for words like “believes,” “expects,” “anticipates,” “estimates,” “may,” “should,” “will,” “could,” “wouldplan,” “shouldintend,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and or similar expressions are used in this prospectus or in documents incorporated by reference into this prospectus. We intend that such forward- looking statements be subject to identify the safe harbors created thereby. Examples of these forward-looking statementsstatements include, but are not limited to: • progress and preliminary and future results of clinical trials conducted by us or our collaborators; • anticipated regulatory filings and requirements and future clinical trials conducted by us or our collaborators; • timing and amount of future contractual payments, product revenue and operating expenses; • market acceptance of our products and the estimated potential size of these markets; and • our anticipated future capital requirements and the terms of any capital financing agreements. Factors that could cause actual results to differ from those reflected in These forward-looking statements relating are based on the current beliefs and expectations of our management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results may differ materially from current expectations and projections. Factors that might cause such a difference include those discussed in Item 1A “Risk Factors” in our operations Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, as well as those discussed in this prospectus and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand documents incorporated by reference into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commissionthis prospectus. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors You are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any these forward-looking statements, whether which speak only as a result of new informationthe date of this prospectus or, future in the case of documents referred to or incorporated by reference, the date of those documents. All subsequent written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or otherwisecircumstances after the date of this prospectus or to reflect the occurrence of unanticipated events, except as may be required by under applicable U.S. securities law. Investor / Media Contact xxxxx As a condition of my employment If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with Arbitech, Inc., its subsidiaries, affiliates, successors respect to those or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: Atother forward-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationlooking statements.
Appears in 1 contract
Sources: Offering Agreement
Forward-Looking Statements. Certain statements in this press release may be deemed to be forward-This prospectus supplement and the accompanying prospectus and the information incorporated by reference herein and therein contain 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, that involve substantial risks and uncertainties. These All statements, other than statements of historical fact, contained in this prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth, are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating theretoforward-looking statements. Words such as The words “aim,” “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and or the negative of these words or other similar expressions are used intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about: • the initiation, timing, progress and results of our research and development programs, preclinical studies and ongoing and planned clinical trials, including the anticipated timing of data announcements; • our estimates regarding expenses, capital requirements, need for additional financing and the period over which we believe our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements; • our plans to develop and, if approved, subsequently commercialize product candidates; • the timing of and our ability to submit applications and obtain and maintain regulatory approvals for product candidates; • the potential advantages of our PREDATOR platform and our ability to use our platform to identify and develop future product candidates; • our estimates regarding the potential market opportunities for our product candidates; • our commercialization, marketing and manufacturing capabilities and strategy; • our intellectual property position and our expectations regarding our ability to obtain and maintain intellectual property protection; • our ability to identify additional products, product candidates or technologies with significant commercial potential that are consistent with our commercial objectives; • the impact of government laws and regulations; • our competitive position and expectations regarding developments and projections relating to our competitors and any competing therapies that are or become available; • developments and expectations regarding developments and projections relating to our competitors and our industry; and • our expectations relating to the use of proceeds from this offering. There are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by forward- looking statements. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Factors that Actual results or events could cause actual results to differ materially from those reflected the plans, intentions and expectations disclosed in the forward-looking statements relating to our operations and business include: fluctuations we make. We have included important factors in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers cautionary statements included in a timely manner; volatility in general business and economic conditions in this prospectus supplement, particularly under the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition heading “Risk Factors,” in our existing most recent Annual Report on Form 10-K, our subsequent Quarterly Reports on Form 10-Q and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of in our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission, or the SEC, that are incorporated by reference herein that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. New risks risk factors and uncertainties may emerge from time to time time, and it is not possible for the Company management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, collaborations, joint ventures or investments that we may make or enter into. This prospectus supplement incorporates by reference market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in this prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Risk Factors” contained in this prospectus supplement and any applicable free writing prospectus, and under similar headings in other documents that could are incorporated by reference into this prospectus supplement and the accompanying prospectus. Accordingly, investors should not place undue reliance on this information. You should read this prospectus supplement, the accompanying prospectus, the documents incorporated by reference in this prospectus supplement and the documents that we have an impact on filed as exhibits to the registration statement of which this prospectus supplement is part completely and with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained in this press release. In light prospectus supplement are made as of the significant uncertainties inherent in the forward-looking information included hereindate of this prospectus supplement, the inclusion of such information should and we do not be regarded as a representation by the Company or assume any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Investor / Media Contact xxxxx As a condition In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company")date of this prospectus supplement, and in consideration of my employment with the Company while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and my receipt of the compensation now and hereafter paid investors are cautioned not to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationunduly rely upon these statements.
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain statements This prospectus, including the information incorporated by reference in this press release prospectus, contains, and any prospectus supplement or document incorporated by reference therein may be deemed to be contain, statements that are forward-looking statements within the meaning about our expectations, beliefs or intentions regarding, among other things, our product development efforts, business, financial condition, results of Section 27A of the Securities Act of 1933operations, as amendedstrategies, plans and Section 21E of the Securities Exchange Act of 1934, as amendedprospects. These Forward-looking statements are not historical facts but rather are can be identified based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words our use of forward-looking words such as “maybelieve,” “willexpect,” “couldintend,” “wouldplan,” “may,” “should,” “anticipate,” “predictcould,” “potentialmight,” “seek,” “target,” “will,” “project,” “forecast,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” or their negatives or variations of these words or other comparable words, or by the fact that these statements do not relate strictly to historical matters. Forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and similar expressions are used uncertainties that could cause our actual results to identify these differ materially from any future results expressed or implied by the forward-looking statements. Factors that Many factors could cause our actual activities or results to differ materially from those reflected the activities and results anticipated in forward-looking statements. We believe that our forward-looking statements relating are reasonable; however, these statements are only current predictions and are subject to our operations known and business include: fluctuations in the price and availability of resins unknown risks, uncertainties and other raw materials factors (including those identified above) that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We describe and/or refer to many of these risks in greater detail under the heading “Risk Factors” in this prospectus and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing 2019 annual report and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather may further describe or seasonality; the loss of refer to these risks in any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic prospectus supplement or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments document incorporated by reference herein or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commissiontherein. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the All forward-looking statements contained in this press release. In light any of the significant uncertainties inherent in foregoing documents speak only as of the forward-looking information included herein, the inclusion date of such information should not be regarded as a representation documents and are expressly qualified in their entirety by the Company cautionary statements contained within the “Risk Factors” section of those documents (or any other person that the Company’s expectations, objectives documents incorporated by reference therein). We do not undertake to update or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s revise forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future reflect events or otherwisecircumstances that arise after the date on which such statements are made or to reflect the occurrence of unanticipated events, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with ArbitechIn evaluating forward-looking statements, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), you should consider these risks and in consideration of my employment with the Company uncertainties and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: Atnot place undue reliance on our forward-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationlooking statements.
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain statements This prospectus, and the information incorporated by reference in this press release may be deemed to be prospectus, contain certain 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 Act. All statements, other than statements of 1934historical facts, as amended. These including statements are not historical facts but rather are based on the Company’s current expectationsconcerning our plans, estimates and projections regarding the Company’s businessobjectives, operations goals, beliefs, business strategies, future events, business conditions, results of operations, financial position, business outlook, business trends and other factors relating theretoinformation, may be forward-looking statements. Words such as “maymight,” “will,” “could,” “wouldmay,” “should,” “anticipateestimates,” “predictexpects,” “continues,” “contemplates,” “anticipates,” “projects,” “plans,” “potential,” “continue,” “expectspredicts,” “intends,” “plans,” “projects,” “believes,” “estimatesforecasts,” “confidentfuture,” “targeted,” “goal” and variations of such words or similar expressions are used intended to identify these forward-looking statements. Factors The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, estimates and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs, estimates and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. There are a number of risks, uncertainties and other important factors, many of which are beyond our control, that could cause our actual results to differ materially from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press releaseprospectus. In light The principal risks, uncertainties and other important factors that affect our business and could cause actual results to differ materially include the following, as well as the other risks detailed in the “Risk Factors” sections contained in this prospectus supplement, the accompanying prospectus or in documents incorporated by reference herein and therein: • Our quarterly operating results, revenues, and expenses may fluctuate significantly, which could have an adverse effect on the market price of our stock; • We may have exposure to greater than anticipated tax liabilities; • Our bitcoin acquisition strategy exposes us to various risks associated with bitcoin; • The price of bitcoin can fluctuate for a variety of reasons, and fluctuations in the price of bitcoin have in the past influenced and are likely to continue to influence our financial results and the market price of our class A common stock; • Bitcoin and other digital assets are novel assets and are subject to significant uncertainties legal, commercial, regulatory and technical uncertainty; • Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our bitcoin holdings; • Changes in securities regulations, or the adoption of new laws or regulations, relating to digital assets generally or bitcoin specifically could adversely affect the price of bitcoin or our ability to transact in or own bitcoin, which may adversely impact the market price of our class A common stock; • Our bitcoin acquisition strategy subjects us to enhanced regulatory oversight; • The concentration of our bitcoin holdings enhances the risks inherent in the forward-looking information included herein, the inclusion of such information should our bitcoin acquisition strategy; • Our bitcoin holdings are less liquid than our existing cash and cash equivalents and may not be regarded able to serve as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result source of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree liquidity for us to the following: Atsame extent as cash and cash equivalents; • If we or our third-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "ATparty service providers experience a security breach or cyberattack and unauthorized parties obtain access to our bitcoin, or if our private keys are lost or destroyed, or other similar circumstances or events occur, we may lose some or all of our bitcoin and our financial condition and results of operations could be materially adversely affected; • Our bitcoin acquisition strategy exposes us to risk of non-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.performance by counterparties;
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain This prospectus, including the information incorporated by reference into this prospectus, contains, and any prospectus supplement may contain statements in this press release may be deemed to be that are forward-looking statements within the meaning of Section 27A about our future events, future financial performance, strategies, expectations, competitive environment and regulation, including, revenue growth and anticipated impacts on our business of the Securities Act of 1933ongoing COVID-19 pandemic and related public health measures, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s beliefs or intentions regarding, among other things, our product development efforts, business, operations financial condition, results of operations, strategies, plans and other factors relating theretoprospects. Words In addition, from time to time, we or our representatives have made or may make forward-looking statements, orally or in writing. Forward-looking statements can be identified by the use of forward-looking words such as “believe,” “expect,” “intend,” “plan,” “may,” “willshould,” “anticipate,” “could,” “would,” “shouldmight,” “anticipateseek,” “target,” “will,” “project,” “predict,” “forecast,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” or their negatives or variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical matters. These forward-looking statements may be included in, among other things, various filings made by us with the SEC, press releases or oral statements made by or with the approval of one of our authorized executive officers. Forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and similar expressions are used uncertainties that could cause our actual results to identify these differ materially from any future results expressed or implied by the forward-looking statements. Factors that Many factors could cause our actual activities or results to differ materially from those reflected the activities and results anticipated in forward-looking statements relating statements, including, but not limited to: ● our need to raise additional capital to meet our operations and business include: fluctuations requirements in the price future and availability such capital raising may be costly or difficult to obtain and could dilute out stockholders’ ownership interests; ● the impact of resins the COVID-19 pandemic on our manufacturing, sales, business plan and other raw materials and the global economy; ● negative clinical trial results or lengthy product delays in key markets; ● our ability to pass any increased costs of raw materials on to our customers in a timely mannermaintain compliance with the Nasdaq listing standards; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; ● our ability to expand into new geographic or product marketsgenerate revenues from our products and obtain and maintain regulatory approvals for our products; ● our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing successfully obtain, maintain and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to adequately protect our intellectual property rights; changes in laws ● our dependence on a single manufacturing facility and regulations, including environmental laws and regulations; our ability to project product mixcomply with stringent manufacturing quality standards and to increase production as necessary; the risks associated with our current levels of indebtedness; ● our ability to meet future capital requirements and fund our liquidity needsincrease production as necessary; ● the risk that additional information the data collected from our current and planned clinical trials may arise not be sufficient to demonstrate that would require our technology is an attractive alternative to other procedures and products; ● market acceptance of our products; ● an inability to secure and maintain regulatory approvals for the Company sale of our products; ● intense competition in our industry, with competitors having substantially greater financial, technological, research and development, regulatory and clinical, manufacturing, marketing and sales, distribution and personnel resources than we do; ● entry of new competitors and products and potential technological obsolescence of our products; ● inability to make additional adjustments carry out research, development and commercialization plans; ● loss of a key customer or revisions supplier; ● technical problems with our research and products and potential product liability claims; ● product malfunctions; ● price increases for supplies and components; ● adverse economic conditions; ● insufficient or to restate the financial statements inadequate reimbursement by governmental and other financial data third-party payers for certain prior periods our products; ● our efforts to successfully obtain and any future periodsmaintain intellectual property protection covering our products, any further delay which may not be successful; ● adverse federal, state and local government regulation, in the filing United States, Europe or Israel and other foreign jurisdictions; ● the fact that we conduct business in multiple foreign jurisdictions, exposing us to foreign currency exchange rate fluctuations, logistical and communications challenges, burdens and costs of any filings compliance with foreign laws and political and economic instability in each jurisdiction; ● the SECescalation of hostilities in Israel, which could impair our ability to manufacture our products; the review and ● loss or retirement of potential weaknesses key executives and research scientists. We believe these forward-looking statements are reasonable; however, these statements are only current predictions and are subject to known and unknown risks, uncertainties and other factors that may cause our or deficiencies in the Companyour industry’s disclosure controls and proceduresactual results, and discovering further weaknesses levels of which we are not currently aware activity, performance or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge achievements to be materially different from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on those anticipated by the forward-looking statements contained statements. We discuss or refer you to many of these risks in this press releaseprospectus in greater detail under the heading “Risk Factors” and elsewhere in this prospectus. In light of the significant uncertainties inherent in the forward-looking information included hereinGiven these uncertainties, the inclusion of such information you should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s rely upon forward-looking statements as predictions of future events. All forward-looking statements attributable to us or persons acting on our behalf speak only as of the date hereof and are expressly qualified in their entirety by the Company undertakes cautionary statements included in this prospectus. We undertake no obligation obligations to publicly update or revise any forward-looking statements, whether as a result of new information, future statements to reflect events or otherwisecircumstances that arise after the date made or to reflect the occurrence of unanticipated events, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with ArbitechIn evaluating forward-looking statements, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), you should consider these risks and in consideration of my employment with the Company uncertainties and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: Atnot place undue reliance on our forward-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationlooking statements.
Appears in 1 contract
Sources: Equity Distribution Agreement
Forward-Looking Statements. Certain We make forward looking statements in this press release may be deemed to be forward-looking statements prospectus supplement within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. For these statements, we claim the protections of the safe harbor for forward looking statements contained in such sections. Forward looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond our control. These forward-looking statements are not historical facts but rather are based on include information about possible or assumed future results of our operations, financial condition, liquidity, plans and objectives. When we use the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as words “maybelieve,” “willexpect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “could,” “would,” “should,” “anticipate,” “predictmay,” “potential,” or the negative of those terms or other comparable terminology, we intend to identify forward looking statements. Statements regarding the following subjects, among others, may be forward looking: • the use of proceeds of this offering; • our investment objectives and business strategy; • our ability to borrow funds or otherwise raise capital on favorable terms; • our expected leverage; • our expected investments; • estimates or statements relating to, and our ability to make, future distributions; • our ability to achieve the expected revenue synergies, cost savings and other benefits from the acquisition of Anworth; • our ability to compete in the marketplace; • the availability of attractive risk adjusted investment opportunities in SBC loans, loans guaranteed by the SBA under its Section 7(a) loan program, MBS, residential mortgage loans and other real estate related investments that satisfy our investment objectives and strategies; • market, industry and economic trends; • recent market developments and actions taken and to be taken by the U.S. Government, the U.S. Department of the Treasury and the Board of Governors of the Federal Reserve System, the Federal Depositary Insurance Corporation, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Government National Mortgage Association, Federal Housing Administration Mortgagee, U.S. Department of Agriculture, U.S. Department of Veterans Affairs and the SEC; • mortgage loan modification programs and future legislative actions; • our ability to maintain our qualification as a REIT; • our ability to maintain our exclusion from qualification under the 1940 Act; • projected capital and operating expenditures; • availability of qualified personnel; • prepayment rates; and • projected default rates. Our beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control, including: • factors described in our Annual Report on Form 10-K for the year ended December 31, 2020, including those set forth under the captions “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confidentRisk Factors” and similar expressions “Business”; • applicable regulatory changes; • risks associated with acquisitions, including the acquisition of Anworth; • risks associated with achieving expected revenue synergies, cost savings and other benefits from acquisitions, including the acquisition of Anworth, and the increased scale of our company; • risks associated with our anticipated liquidation of certain assets within the portfolio of residential mortgage- backed securities and residential mortgage loans that we own from our acquisition of Anworth; • general volatility of the capital markets; • changes in our investment objectives and business strategy; • the availability, terms and deployment of capital; • the availability of suitable investment opportunities; • our dependence on our Manager and its personnel, and our ability to find a suitable replacement if we or our Manager were to terminate the management agreement we have entered into with our Manager; • changes in our assets, interest rates or the general economy; • the severity and duration of the novel coronavirus, or COVID-19, pandemic; • the impact of COVID-19 on our business and operations, financial condition, results of operations, liquidity and capital resources; • the impact of the COVID-19 pandemic on our borrowers, the real estate industry, and the United States and global economies; • actions taken by governmental authorities to contain the COVID-19 pandemic or treat its impact; • the efficacy of the vaccines or other remedies and the speed of their distribution and administration; • increased rates of default and/or decreased recovery rates on our investments; • changes in interest rates, interest rate spreads, the yield curve or prepayment rates; • changes in prepayments of our assets; • limitations on our business as a result of our qualification as a REIT; and • the degree and nature of our competition, including competition for SBC loans, MBS, residential mortgage loans and other real estate related investments that satisfy our investment objectives and strategies. Upon the occurrence of these or other factors, our business, financial condition, liquidity and results of operations may vary materially and adversely from those expressed in, or implied by, any such forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are used to identify reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not rely on these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in , which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality apply only as of the non-residential and residential construction markets and infrastructure spending; the risks date of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and proceduresthis prospectus supplement. We are not obligated, and discovering further weaknesses of which we are do not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time intend, to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain statements This announcement (including information incorporated by reference in this press release announcement), oral statements made regarding the Acquisition, and other information published by Sirius, Anglo American or any member of the Anglo American Group contain statements which are, or may be deemed to be forward-be, “forward- looking statements”. Such forward- looking statements within are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the meaning of Section 27A business strategies and the environment in which Anglo American, any member of the Securities Act of 1933, as amended, Anglo American Group or the Enlarged Group shall operate in the future and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are not historical facts but rather are based on the Company’s current expectations, estimates subject to risks and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements. Factors uncertainties that could cause actual results to differ materially from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather expressed or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commissionimplied by those statements. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-The forward- looking statements contained in this press releaseannouncement relate to Anglo American, any member of the Anglo American Group or the Enlarged Group’s future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In light of the significant uncertainties inherent in the forward-looking information included hereinsome cases, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s these forward-looking statements can be identified by the use of forward looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”, “cost-saving”, “projects”, “intends”, “may”, “will”, “shall” or “should” or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the Company undertakes no obligation expansion and growth of Anglo American’s, any member of the Anglo American Group’s or Sirius’ operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on Anglo American’s, any member of the Anglo American Group’s or Sirius’ business. By their nature, forward-looking statements involve risk and uncertainty because they relate to publicly update events and depend on circumstances that shall occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or revise disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither Sirius nor any of Anglo American nor any member of the Anglo American Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward- looking statements in this announcement shall actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements. The forward-looking statements speak only at the date of this announcement. All subsequent oral or written forward-looking statements attributable to any member of the Anglo American Group or Sirius Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. Sirius, the Anglo American Group and Anglo American expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise. No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Anglo American or Sirius, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitechappropriate, Inc.for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Anglo American or Sirius, its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationas appropriate.
Appears in 1 contract
Sources: Co Operation Agreement
Forward-Looking Statements. Certain statements The parties are including the following cautionary statement in this press release may be deemed Agreement to be make applicable and take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements within the meaning made by, or on behalf of Section 27A of the Securities Act of 1933any party hereto. Forward-looking statements include but are not limited to, statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements, which are other than historical facts. The statements in this Agreement, as amendedwell as any oral statements and written materials provided by any party to the other parties before or after the execution of this Agreement including, but not limited to, production performance, recoverable reserves, projected revenues, expenses, net income and Section 21E expected drilling and development activities, etc. are forward-looking statements. Certain statements contained herein as well as any oral statements and written materials provided by any party to the other parties before or after the execution of the Securities Exchange Act this Agreement, including but not limited to those statements which are identified by language that speaks of 1934, as amended. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words future events such as “may,” ”, “could”, “believe”, “expect”, “intend”, “anticipate”, “estimate”, “continue”, “projected”, “future”, “will,” ”, “could,” seek”, and “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” plan”, are inherently uncertain, and similar expressions are used to identify actual results or outcomes could differ materially from those expressed in these forward-looking statements. Factors Important factors that could cause actual results to differ materially from those reflected expressed in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether include but are not limited to state and federal regulatory development and statutory changes; the timing and extent of changes in commodity prices and markets; the timing and extent of success in acquiring leasehold interests and in discovering, developing, or acquiring oil and gas reserves; significant changes from expectations in actual capital expenditures and operating expenses and unanticipated delays or changes in costs; the nature and projected profitability of pending and potential prospects and other investments; uncertainty of oil and gas reserves estimates, etc. Furthermore, such forward-looking statements speak only as a result of the date of this Agreement, and no party accepts or agrees to undertake any obligation to update any such statement(s) to reflect the occurrence of new information, future events events, or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Forward-Looking Statements. Certain statements in this press release This prospectus and the documents incorporated by reference herein contain, and any prospectus supplement and the documents incorporated therein may be deemed to be contain, forward-looking statements within that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this prospectus, any prospectus supplement or the meaning documents incorporated herein and therein by reference regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amendedmanagement are forward-looking statements. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The forward-looking statements in this prospectus and the documents incorporated herein by reference include, among other things, statements about: • our estimates regarding expenses, future revenue, capital requirements and timing and availability of and the need for additional financing; • the results, timing and outcome of our clinical trials of injectable meloxicam or our other product candidates, and any future clinical and preclinical studies; • the preparation and filing of the new drug application for injectable meloxicam, including CMC, and our ability to obtain and maintain regulatory approval of injectable meloxicam and our product candidates, and the labeling under any approval that we may obtain; • our ability to successfully commercialize injectable meloxicam or our other product candidates, upon regulatory approval; • our ability to comply with the legal and regulatory frameworks applicable to our business and other regulatory developments in the United States and foreign countries; • our ability to raise future financing and attain profitability for continued development of our business and our product candidates and to meet required debt payments, and any milestone payments owing to Alkermes plc, or Alkermes, or our other licensing and collaboration partners; • our ability to operate under increased leverage and associated lending covenants; • the performance of third-parties upon which we depend, including third-party contract research organizations and third-party suppliers and manufacturers; • our ability to obtain patent protection and defend our intellectual property rights against third parties; • our ability to maintain our relationships and contracts with our key commercial partners; • our ability to recruit or retain key scientific, technical, commercial, and management personnel or to retain our executive officers; • our ability to comply with stringent U.S. and foreign government regulation in the manufacture of pharmaceutical products, including Good Manufacturing Practice compliance and U.S. Drug Enforcement Agency, or DEA, compliance; and • the effects of changes in our effective tax rate due to changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in the tax laws. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Factors that Actual results or events could cause actual results to differ materially from those reflected the plans, intentions and expectations disclosed in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained we make. We have included important factors in the cautionary statements included in this press release. In light of the significant uncertainties inherent in prospectus, particularly under “Risk Factors,” that we believe could cause actual results or events to differ materially from the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person statements that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at allwe make. Investors are cautioned not to place undue reliance on the Company’s Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, collaborations or investments we may make. You should read this prospectus, any prospectus supplement and the Company undertakes no documents that we incorporate by reference herein and therein completely and with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to publicly update or revise any forward-looking statements. We are a specialty pharmaceutical company that operates through two business divisions: an Acute Care division and a revenue-generating contract development and manufacturing, whether or CDMO division, through which we operate a manufacturing facility in Gainesville, Georgia. We believe that we can bring valuable therapeutic options for patients, prescribers and payors, such as our lead product candidate, injectable meloxicam, and other products, to the hospital and related markets. We believe we can create value for our shareholders through the development, approval and commercialization of our pipeline assets as well as through the ongoing contributions of our cash-flow positive CDMO division. In addition to our pipeline, we are always evaluating acquisition and in-licensing opportunities that can contribute additional revenue and cash flow. Our Acute Care division is primarily focused on developing innovative products for hospital and related settings. Our lead product candidate is a proprietary injectable form of meloxicam, a long-acting preferential ▇▇▇-2 inhibitor. Intravenous, or IV, meloxicam has successfully completed two pivotal Phase III clinical trials, a large safety trial and other safety studies for the management of moderate to severe pain. We believe that IV meloxicam compares favorably to competitive therapies in onset of pain relief, duration of pain relief, extent of pain relief and time to peak analgesic effect and that it has been well tolerated. Overall, we enrolled a total of approximately 1,100 patients in our Phase III program, and we anticipate filing a new drug application, or NDA, for IV meloxicam with the U.S. Food and Drug Administration, or FDA, early in the third quarter of 2017. We believe injectable meloxicam, as a non-opioid product, will overcome many of the issues associated with commonly prescribed opioid therapeutics, including respiratory depression and constipation, along with excessive nausea and vomiting, as well having no addiction potential while maintaining analgesic, or pain relieving, effects. We are pursuing a Section 505(b)(2) regulatory strategy for injectable meloxicam. Our pipeline also includes other early-stage product candidates. Dex-IN, a proprietary intranasal formulation of dexmedetomidine, or Dex, is in a class of drugs called alpha-2 adrenergic agonists. We have studied Dex-IN for the treatment of post-operative pain and, based on clinical trial results and feedback from the FDA, we are exploring Dex-IN for use in treatment of peri-procedural pain. In addition to Dex-IN, we have another selective alpha-2 agonist product candidate in our pipeline, Fadolmidine, or Fado, which we believe also shows promise in neuropathic pain based on preclinical data. Our CDMO division leverages our formulation expertise to develop and manufacture pharmaceutical products using our proprietary delivery technologies for commercial partners who commercialize or plan to commercialize these products. These collaborations result in revenue streams including royalties, profit sharing, research and development and manufacturing, which support continued operations for our CDMO division and have contributed funds to be used in our research and development in our Acute Care division. We operate a 97,000 square foot, DEA-licensed manufacturing facility in Gainesville, Georgia and we currently develop and/or manufacture the following key products with our commercial partners: Ritalin LA®, Focalin XR®, Verelan PM®, generic Verapamil and Zohydro ER®, as well as development stage products. Our principal executive offices are located at ▇▇▇ ▇▇▇▇ ▇▇▇▇, Malvern, PA 19355, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Our website address is ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. The information contained in, or accessible through, our website does not constitute part of this prospectus. We make available free of charge on our website our annual, quarterly and current reports, including amendments to such reports, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. Information contained on our website is not incorporated by reference into this prospectus or the accompanying prospectus supplement or free writing prospectus, and you should not consider information contained on our website as part of this prospectus or the accompanying prospectus supplement or free writing prospectus. We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. We will remain an emerging growth company until the earliest of (1) the beginning of the first fiscal year following the fifth anniversary of our initial public offering, or January 1, 2020, (2) the beginning of the first fiscal year after our annual gross revenue is $1.0 billion or more, (3) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities and (4) as of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of the end of the second quarter of that fiscal year. For as long as we remain an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, reduced disclosure obligations regarding executive compensation and financial statements in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote to approve executive compensation and shareholder approval of any golden parachute payments not previously approved. We will take advantage of these reporting exemptions until we are no longer an “emerging growth company.” The JOBS Act also provides that an “emerging growth company” can take advantage of an extended transition period for complying with new or revised accounting standards, and we have elected to use this extended transition period. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of new informationthis election, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment our financial statements may not be comparable to companies that comply with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationpublic company effective dates.
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus supplement and the documents incorporated herein by reference contain forward-looking statements within which are made pursuant to the meaning safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Statements other than statements of historical fact constitute “forward-looking statements.” These forward-looking statements do not constitute guarantees of future performance. These forward-looking statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words may be identified by terms such as “mayintend,” “expect,” “believe,” “anticipate,” “will,” “couldshould,” “would,” “shouldcould,” “anticipatemay,” “predictdesigned,” “potential,” “continueevaluate,” “expectsprogressing,” proceeding,” “intendsexploring,” “planshopes,” “projects,” “believes,” “estimates,” “confident” and similar expressions expressions, or the negative of such expressions. Such statements are used to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected based upon certain assumptions and assessments made by our management in forward-looking statements relating to our operations light of their experience and business include: fluctuations in the price and availability their perception of resins historical trends, current conditions, expected future developments and other raw materials and our ability factors they believe to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, includingbe appropriate. These statements include, without limitation, factors relating statements regarding: our anticipated expenditures, including research and development, sales and marketing, and general and administrative expenses; our ability to availability benefit from the NIH/NCI award for continued clinical development of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spendingRNL™ for recurrent glioblastoma; the risks ability of increasing competition in our existing RNL™ to safely and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, effectively deliver radiation directly to the effect of weather or seasonalitytumor at large doses; the loss duration of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint venturestherapies employing RNL™; our ability to expand into new geographic or testing of RNL™ to additional sites; the potential size of the market for our product candidates; future development and/or expansion of our product candidates and therapies in our markets; our ability to achieve generate product or development revenues and the acquisition component sources of our growth strategysuch revenue; the risk associated with manufacturing processesamounts that we will be obligated to pay under license agreements; our ability to effectively manage our assets; the risks associated with our product warrantiesgross profit margins; our ability to manage obtain and maintain regulatory approvals; expectations as to our supply purchasing future performance; portions of the “Liquidity and customer credit policies; Capital Resources” section of our annual and quarterly reports filed with the risks associated with our self-insured programsSEC; our ability to control labor costs fully access our equity line with Lincoln Park; our need for additional financing and the availability thereof; any changes to attractour interest expenses; our ability to continue as a going concern; our ability to remain listed on the Nasdaq Capital Market; our ability to repay or refinance some or all of our outstanding indebtedness and our ability to raise capital in the future; our expectations as to the impact of recently issued or adopted accounting standards; our expectations as to the impact of the COVID-19 pandemic on our business and operating results; our beliefs as to the impact of any liability that may arise as a result of any legal proceedings; and the potential enhancement of our cash position through development, train marketing, and retain highlylicensing arrangements. Our actual results may differ, including materially, from those anticipated in these forward-qualified employees looking statements as a result of various risks and key personneluncertainties. These risks and uncertainties include, but are not limited to, those risks discussed in “Risk Factors,” the risks described under “Part I—Item 1A—Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020, and under “Part II, Item 1A—Risk Factors” in our Quarterly Reports on Form 10-Q incorporated herein by reference, as well as, without limitation, risks associated with: • uncertainties relating to the clinical trials of our product candidates and therapies; • the outcome of our partnering/licensing efforts; • risks associated with laws or regulatory requirements applicable to us; • the strategies, prospects, plans, expectations and objectives of management for future operations, including the anticipated timing of regulatory submissions or actions; • public health crises, pandemics and epidemics, such as the novel strain of coronavirus (COVID-19), and their effects on our preclinical and planned clinical activities; • our need and ability to raise additional capital to continue our development programs; • market conditions; • the progress, scope or duration of the development of product candidates or programs; • the benefits that may be derived from product candidates or the commercial or market opportunity in any target indication; • our ability to protect our intellectual property rights; changes in laws • our anticipated operations, financial position, costs or expenses; • statements regarding future economic conditions or performance; • statements concerning proposed new products, services or developments; • statements of belief and regulations, including environmental laws and regulationsany statement of assumptions underlying any of the foregoing; • our ability to project product mix; sell shares of common stock to Lincoln Park pursuant to the risks associated with our current levels terms of indebtedness; the Purchase Agreement and our ability to meet future capital requirements register and fund maintain the registration of the shares issued and issuable thereunder; and • our liquidity needs; anticipated use of the risk that additional information may arise that would require net proceeds from the Company potential sale of shares of our common stock in this offering. We encourage you to make additional adjustments or revisions or read these risks carefully. We caution you not to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact place undue reliance on the forward-looking statements contained in this press releaseprospectus supplement. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s These forward-looking statements and speak only as of the Company undertakes date made. We assume no obligation or undertaking to publicly update any forward- looking statements to reflect any changes in expectations with regard thereto or revise any forward-looking statementschange in events, whether as a result of new informationconditions or circumstances on which any such statement is based. You should, future events or otherwisehowever, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together review additional disclosures we make in the "Company"), and in consideration of my employment reports we file with the Company Securities and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential InformationExchange Commission (“SEC”).
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain statements This prospectus supplement, the accompanying prospectus, and the documents we have filed with the SEC that are incorporated by reference in this press release may be deemed to be prospectus supplement and the accompanying prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, that involve risks and Section 21E of the Securities Exchange Act of 1934, as amendeduncertainties. These statements are not historical facts but rather are based on the Company’s current expectationsrelate to future periods, estimates future events, and projections regarding the Company’s businessour future operating or financial plans or performance. All statements other than statements of fact, operations and other factors relating thereto. Words including statements identified by words such as “believe,” “may,” “will,” “couldestimate,” “would,” “shouldcontinue,” “anticipate,” “predictplan,” “potentialintend,” “continueexpect,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used forward-looking statements, and include, but are not limited to, statements regarding the following: • our ability to identify successfully initiate and complete clinical trials and regulatory submissions; • expected dose escalation and dose expansion; • expected number of additional clinical sites; • expected cohort readouts; • expected therapeutic options for SP-2577 and related effects; • timing of development and future milestones; • the development, expected timeline, and commercial potential of any product candidates; • the effect of changes in macroeconomic factors beyond our control; • competition in the markets in which we do business and our competitive advantages; • our beliefs regarding our prospects for our business; • the adequacy of our capital resources, our ability to raise additional financing, and the consequences if we fail to obtain adequate funding; • our expectations as to funds remaining available under the CPRIT grant; • our preliminary estimated financial results; • our ability to compete; • our beliefs regarding the attributes and anticipated customer benefits of our products; • our ability to hire additional personnel and retain key personnel; • our ability to expand and improve our sales performance and marketing activities; • our ability to manage our expenditures and estimate future expenses, revenue, and operational requirements; • our use of proceeds; • the effect of changes to management judgments and estimates; • the impact of any modification to our pricing practices in the future; • our beliefs regarding our international operations; • our ability to take adequate precautions against claims or lawsuits made by third parties, including alleged infringement of proprietary rights; • the potential impact of foreign currency exchange rate fluctuations; • our expected quarterly cash expenditures;· the impact of accounting pronouncements and our critical accounting policies, judgments, estimates, models, and assumptions on our financial results; and • our expectations with respect to revenue, cost of revenue, expenses, and other financial metrics. We have based these forward-looking statementsstatements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial requirements. Factors These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those reflected in projected or otherwise implied by the forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future marketsstatements, including competition from both manufacturers of high performance chicken the following: risks and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk uncertainties associated with manufacturing processes; our ability to manage our assetsbusiness plans, strategies, and outlooks and any business-related forecasts or projections; the risks associated with availability of sufficient resources to meet our product warrantiesbusiness objectives and operational requirements; our the ability to manage our supply purchasing project future cash utilization and customer credit policiesreserves needed for contingent future liabilities and business operations; the risks associated with our self-insured programsfact that the results of earlier studies and trials may not be predictive of future clinical trial results; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our the ability to protect our intellectual property rights; changes in laws risks related to the drug development and the regulatory approval process; the impact of competitive products and technological changes; the impact of new legislation or regulations, including environmental laws or of judicial decisions, on our business; legal and regulationsregulatory uncertainties; our ability to project product mixcompete against third parties; the risks associated with our current levels of indebtednesseconomic environment; our ability to meet manage future capital requirements and fund our liquidity needsgrowth; the risk market price of our common stock; and foreign currency exchange rate fluctuations. You should not place undue reliance on these forward-looking statements. We discuss in greater detail, and incorporate by reference into this prospectus supplement and the accompanying prospectus, many of these risks, uncertainties and assumptions under the heading “Risk Factors.” Additional cautionary statements or discussions of risks, uncertainties, and assumptions that additional information may arise that would require could affect our results or the Company achievement of the expectations described in forward-looking statements are also contained in the documents we incorporate by reference into this prospectus supplement. Any forward-looking statement made by us in this prospectus supplement, or any of the documents incorporated by reference in this prospectus supplement speaks only as of the date on which it was made. We expressly disclaim any obligation or undertaking to make additional adjustments release publicly any updates or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions, or circumstances on which any such statement is based. You should, however, review additional disclosures we make in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the SEC. You should read this prospectus supplement, the accompanying prospectus, and the documents that we incorporated by reference in this press releaseprospectus supplement completely and with the understanding that our actual future results, levels of activity, and performance as well as other events and circumstances may be materially different from what we expect. In light We qualify all of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s our forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking by these cautionary statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain statements This prospectus supplement, the accompanying prospectus and the information and documents we incorporate herein and therein by reference, and any free writing prospectus that we have authorized for use in connection with this press release offering contain, and we may be deemed from time to be time make, written or oral “forward-looking statements 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. These statements are not historical facts but rather amended (the Exchange Act) that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained and incorporated by reference included in this prospectus and any prospectus supplement, we caution you that these statements are based on our projections of the Company’s current expectationsfuture that are subject to known and unknown risks, estimates and projections regarding the Company’s including business, operations regulatory, economic and competitive risks, uncertainties, contingencies, assumptions and other factors relating theretothat may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward- looking statements. Words Factors that might cause or contribute to a material difference include, but are not limited to, those discussed elsewhere in this prospectus, the risks discussed in our other filings with the SEC and as set forth below. These forward-looking statements include, but are not limited to: • our expectations regarding our ability to utilize the Phase 1/2 aNK and ▇▇▇▇® clinical trials data to support the development of our product candidates, including our ▇▇▇▇, taNK, t‑▇▇▇▇™, MSC, and M-ceNK™ product candidates; • our expectations regarding the development, application, commercialization, marketing, prospects and use generally of our product candidates, including Anktiva, self-amplifying RNA (▇▇▇▇▇), hAd5 and yeast constructs, recombinant sub-unit proteins, endosomal delivery vector (EDV™) constructs, toll-like receptor-activating adjuvants, and aldoxorubicin; • the timing or likelihood of regulatory filings or other actions and related regulatory authority responses, including any planned investigational new drug (IND), BLA or New Drug Application (NDA) filings including, without limitation, the progress of our BLA submission for BCG- unresponsive NMIBC CIS, or pursuit of accelerated regulatory approval pathways or orphan drug status and Breakthrough Therapy designations; • our plans regarding our manufacturing facilities and our belief that our manufacturing is capable of being conducted in‑house; • even if we successfully develop and commercialize specific product candidates like our Anktiva or PD-L1 t‑▇▇▇▇, our ability to develop and commercialize our other product candidates either alone or in combination with other therapeutic agents; Forward-looking statements can be identified by terms such as “mayanticipates,” “willbelieves,” “could,” “wouldseeks,” “should,” “anticipate,” “predict,” “potential,” “continueestimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “believesshould,” “estimateswill,” “confidentwould,” or similar expressions and the negative of those terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. In addition, statements that “we believe” and similar expressions statements reflect our beliefs and opinions on the relevant subject. These statements are used based upon information available to identify us as of the date of this prospectus supplement, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. We intend that such forward-looking statements be subject to the safe harbors created thereby. The sections in this prospectus supplement entitled “Risk Factors” and in the accompanying prospectus and the risks discussed in our Quarterly Report on Form 10-Q for the three months ended March 31, 2022 filed with the SEC on May 10, 2022 under Part II, Item 1A. “Risk Factors,” which are incorporated by reference in this prospectus as well as other disclosures included in this prospectus supplement or the accompanying prospectus, discuss some of the factors that could contribute to these differences. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward- looking statements or, even if substantially realized, may not have the expected consequences to, or effects on, us. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. Factors that could cause actual results to differ from those reflected in Also, these forward-looking statements relating to represent our operations estimates and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality assumptions only as of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryersdate such forward- looking statements are made. You should read carefully this prospectus supplement, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods accompanying prospectus and any future periodsrelated free writing prospectuses that we have authorized for use in connection with this offering, any further delay in the filing of any filings together with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls information incorporated herein and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties therein by reference as described in the Company’s filings section titled “Where You Can Find More Information,” completely and with the Securities and Exchange Commissionunderstanding that our actual future results may be materially different from what we expect. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict We hereby qualify all risks and uncertainties that could have an impact on the of our forward-looking statements contained in this press releaseby these cautionary statements. In light of the significant uncertainties inherent in the forward-looking information included hereinExcept as required by law, the inclusion of such information should not be regarded as a representation by the Company we assume no obligation to update or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s revise these forward-looking statements and publicly, or to update the Company undertakes no obligation to publicly update or revise any reasons actual results could differ materially from those anticipated in these forward-looking statements, whether even if new information becomes available in the future. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. We may issue and sell shares of our common stock having aggregate gross proceeds of up to $330,795,982 from time to time under this prospectus supplement and accompanying prospectus. Because there is no minimum offering amount required as a result condition to close this offering, the actual total offering amount, commissions and proceeds to us, if any, are not determinable at this time. The amount of new informationproceeds from this offering will depend upon the number of shares of our common stock sold and the market price at which they are sold. There can be no assurance that we will be able to sell any shares under or fully utilize the sale agreement as a source of financing. We intend to use the net proceeds from this offering, if any, together with other available funds, to progress our commercialization efforts and clinical development programs, fund other research and development activities, for capital expenditures and for other general corporate purposes. We may also use a portion of the net proceeds to license intellectual property or to make acquisitions or investments. This expected use of our net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future events or otherwiseas our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, except including the progress of our product candidate development, the status of and results from clinical trials, as required by lawwell as any collaborations that we may enter into with third parties for our product candidates, and any unforeseen cash needs. Investor / Media Contact xxxxx As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. As a condition result, our management will retain broad discretion over the timing and allocation of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company")our net proceeds from this offering, and investors will be relying on the judgment of our management regarding the application of our net proceeds from this offering. The timing and amount of our actual expenditures will be based on many factors, including: competitive and technological developments; the progress of our clinical trials; regulatory approval of our product candidates; costs to commercialize our product candidates if approved; the anticipated growth of our business; and a number of other factors, including those listed in consideration of my employment the section titled “Risk Factors” and in the documents incorporated by reference herein. Pending these uses, we plan to invest these net proceeds primarily in investment grade short- to intermediate-term corporate debt securities, government- sponsored securities, and foreign government bonds. The goal with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree respect to the following: At-Will Employmentinvestment of these net proceeds is capital preservation and liquidity so that such funds are readily available to fund our operations. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENTWe anticipate that we will be required to raise substantial additional capital to continue to fund the clinical development of our product candidates and commercialize approved products. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIMEWe expect to seek to raise additional capital through additional public or private financings which may be in the form of equity, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSEdebt, AT THE OPTION EITHER OF THE COMPANY OR MYSELFwarrants, WITH OR WITHOUT NOTICE. Confidential Informationunits or convertible securities.
Appears in 1 contract
Sources: Open Market Sale Agreement
Forward-Looking Statements. Certain statements We consider portions of this prospectus supplement and accompanying prospectus, together with certain information incorporated by reference into this prospectus supplement and the accompanying prospectus, including information in this press release may be deemed “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Trends” in our most recent Annual Report on Form 10-K, and subsequent Quarterly Reports on Form 10-Q, to be contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amendedamended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), with respect to our expectations for future periods. These In addition, any free writing prospectus we prepare in connection with the offering of our common stock described herein may also contain forward-looking statements. Forward-looking statements are do not discuss historical facts fact, but rather are based on the Company’s current instead include statements related to expectations, estimates projections, intentions or other items related to the future. Such forward-looking statements include, without limitation, statements regarding expected operating performance and projections regarding the Company’s businessresults, operations property stabilizations, property acquisition and disposition activity, joint venture activity, development and renovation activity and other factors relating theretocapital expenditures, and capital raising and financing activity, as well as lease pricing, revenue and expense growth, occupancy, interest rate and other economic expectations. Words such as “mayexpects,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expectsanticipates,” “intends,” “plans,” “projectsbelieves,” “believesseeks,” “estimates,” “confidentforecasts,” “projects,” “assumes,” “will,” “may,” “could,” “should,” “budget,” “target,” “outlook,” “proforma,” “opportunity,” “guidance” and variations of such words and similar expressions are used intended to identify these such forward-looking statements. Factors that could cause actual results to differ from those reflected in Such forward-looking statements relating to our operations involve known and business include: fluctuations in the price and availability of resins unknown risks, uncertainties and other raw materials and factors, as described below, which may cause our ability actual results, performance or achievements to pass any increased costs be materially different from the results of raw materials on to our customers in a timely manner; volatility in general business and economic operations, financial conditions in or plans expressed or implied by such forward-looking statements. Although we believe that the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such forward-looking statements included in this press releaseprospectus supplement, the accompanying prospectus, any free writing prospectus or any documents incorporated by reference herein and therein may not prove to be accurate. In light of the significant uncertainties inherent in the forward-looking information statements included hereinin this prospectus supplement the accompanying prospectus, any free writing prospectus and any documents incorporated by reference herein and therein, the inclusion of such information should not be regarded as a representation by the Company us or any other person that the Company’s expectations, results or conditions described in such statements or our objectives or and plans will be achieved achieved. The following factors, among others, could cause our actual results, performance or achievements to differ materially from those expressed or implied in the timeframe forward-looking statements: • inability to generate sufficient cash flows due to unfavorable economic and market conditions, changes in supply and/or demand, competition, uninsured losses, changes in tax and housing laws, or other factors; • exposure to risks inherent in investments in a single industry and sector; • adverse changes in real estate markets, including, but not limited to, the extent of future demand for multifamily units in our significant markets, barriers of entry into new markets which we may seek to enter in the future, limitations on our ability to increase or collect rental rates, competition, our ability to identify and consummate attractive acquisitions or development projects on favorable terms, our ability to consummate any planned dispositions in a timely manner on acceptable terms, and our ability to reinvest sale proceeds in a manner that generates favorable returns; • failure of development communities to be completed within budget and on a timely basis, if at all, to lease-up as anticipated or to achieve anticipated results; • unexpected capital needs; • material changes in operating costs, including real estate taxes, utilities and insurance costs due to inflation and other factors; • inability to obtain appropriate insurance coverage at reasonable rates, or at all. Investors are cautioned not , losses due to place undue reliance uninsured risks, deductibles and self-insured retentions, or losses from catastrophes in excess of coverage limits; • ability to obtain financing at favorable rates, if at all, or refinance existing debt as it matures; • level and volatility of interest or capitalization rates or capital market conditions; • the effect of any rating agency actions on the Company’s forwardcost and availability of new debt financing; • the impact of adverse developments affecting the U.S. or global banking industry, including bank failures and liquidity concerns, which could cause continued or worsening economic and market volatility, and regulatory responses thereto; • significant change in the mortgage financing market or other factors that would cause single-looking statements family housing or other alternative housing options, either as an owned or rental product, to become a more significant competitive product; • ability to continue to satisfy complex rules in order to maintain our status as a REIT for federal income tax purposes, the ability of the Operating Partnership to satisfy the rules to maintain its status as a partnership for federal income tax purposes, the ability of our taxable REIT subsidiaries to maintain their status as such for federal income tax purposes, and our ability and the Company undertakes ability of our subsidiaries to operate effectively within the limitations imposed by these rules; • inability to attract and retain qualified personnel; • cyber liability or potential liability for breaches of our or our service providers’ information technology systems, or business operations disruptions; • potential liability for environmental contamination; • changes in the legal requirements we are subject to, or the imposition of new legal requirements, that adversely affect our operations; • extreme weather and natural disasters; • disease outbreaks and other public health events and measures that are taken by federal, state and local governmental authorities in response to such outbreaks and events; • impact of climate change on our properties or operations; • legal proceedings or class action lawsuits; • impact of reputational harm caused by negative press of our actions or policies, whether or not warranted; • compliance costs associated with numerous federal, state and local laws and regulations; and • other risks identified in this prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein by reference, or in other documents that we publicly disseminate. You are advised to carefully read the sections of this prospectus supplement and the accompanying prospectus entitled “Risk factors” and the information under the captions “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as well as the description of other risks and uncertainties affecting our business that appear in other documents incorporated by reference in this prospectus supplement and the accompanying prospectus or any free writing prospectus, for a more in depth discussion of some of the risks to our business. New factors may also emerge from time to time that could have a material adverse effect on our business. We undertake no obligation to publicly update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Sources: Atm Sales Agreement
Forward-Looking Statements. Certain statements Forward-Looking Statements in this press release may be deemed to be release, which are not historical facts, are forward-looking statements within the meaning of Section 27A of the Private Securities Litigation Reform Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended1995. These statements are not historical facts but rather are based on include statements about our plans, strategy, number of properties that will be sold in the Company’s current expectationstransaction, estimates anticipated cash proceeds from the transaction, contemplated use of proceeds, the anticipated timing of the closings, the expected monthly distributions, and projections regarding FFO guidance for 2013. Our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the Company’s business, operations and other factors relating thereto. Words use of words such as “may,” “will,” “could,” “wouldexpect,” “shouldintend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “expectslikely,” “intendswill,” “plans,” “projects,” “believes,” “estimates,” “confidentwould” and variations of these terms and similar expressions are used to identify expressions, or the negative of these terms or similar expressions. Such forward-looking statementsstatements are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Factors that could may cause actual results to differ materially from those reflected in forward-looking statements relating to our operations and business current expectations include: fluctuations in the price and availability of resins and , among other raw materials and things, our ability to pass any increased costs obtain lender consents and other third party consents and tenant waivers and the timing of raw materials on to our customers such consents and waivers, the number of properties excluded by the buyer from the transaction in a timely manner; volatility in general business and economic conditions in accordance with the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality terms of the non-residential EPA based on its diligence findings, purchase price adjustments in accordance with the terms of the EPA; indemnification obligations; timing and residential construction markets and infrastructure spending; the risks execution of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint venturespotential liquidity alternatives; our ability to expand into new geographic or product markets; our ability to achieve continue paying monthly cash distributions and at the acquisition component expected annualized rate of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; such distributions and the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described discussed in the Company’s filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K, which filings are available from the SEC. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned We caution you not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether which are made as a result of the date of this press release. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new informationinformation or future events, future events changes in assumptions or otherwisechanges in other factors affecting forward-looking statements, except as to the extent required by lawapplicable laws. Investor / Media Contact xxxxx As a condition of my employment If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with Arbitech, Inc., its subsidiaries, affiliates, successors respect to those or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: Atother forward-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationlooking statements.
Appears in 1 contract
Sources: Equity Purchase Agreement (Inland American Real Estate Trust, Inc.)
Forward-Looking Statements. Certain This Current Report on Form 8-K/A dated August 3, 2018 (and exhibits thereto) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this press release may be deemed to be are not statements of historical fact but instead represent only management’s current beliefs regarding future events. By their nature, forward-looking statements within the meaning of Section 27A involve inherent risks, uncertainties and other important factors that may cause actual results, performance or achievements to differ materially from those expressed in or implied by such forward-looking statements. We caution you not to place undue reliance on these forward-looking statements that speak only as of the Securities Act date they were made. We do not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of 1933this Current Report on Form 8-K/A dated August 3, as amended2018 (and exhibits thereto) or to reflect the occurrence of unanticipated events or the non-occurrence of anticipated events. Forward-looking statements include, without limitation, statements concerning future plans, objectives, goals, projections, strategies, events or performance, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations underlying assumptions and other factors relating statements related thereto. Words such as Statements preceded by, followed by or that otherwise include the words “mayanticipates,” “willappears,” “couldare likely,” “wouldbelieves,” “should,” “anticipate,” “predict,” “potential,” “continueestimates,” “expects,” “foresees,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions or future or conditional verbs such as “would,” “should,” “could,” “may,” or “will,” are used intended to identify forward-looking statements. Important factors that could cause actual results, performance or achievements to differ materially from those expressed in or implied by forward-looking statements include, without limitation, the following: • the inability to obtain, or delays in obtaining, cost savings and synergies from the OneMain Acquisition and risks and other uncertainties associated with the integration of the companies; • any litigation, fines or penalties that could arise relating to the OneMain Acquisition or Apollo-Värde Transaction; • the impact of the Apollo-Värde Transaction on our relationships with employees and third parties; • various risks relating to continued compliance with the Settlement Agreement; • changes in general economic conditions, including the interest rate environment in which we conduct business and the financial markets through which we can access capital and also invest cash flows from our Consumer and Insurance segment; • levels of unemployment and personal bankruptcies; • natural or accidental events such as earthquakes, hurricanes, tornadoes, fires, or floods affecting our customers, collateral, or branches or other operating facilities; • war, acts of terrorism, riots, civil disruption, pandemics, disruptions in the operation of our information systems, cyber-attacks or other security breaches, or other events disrupting business or commerce; • changes in the rate at which we can collect or potentially sell our finance receivables portfolio; • the effectiveness of our credit risk scoring models in assessing the risk of customer unwillingness or lack of capacity to repay; • changes in our ability to attract and retain employees or key executives to support our businesses; • changes in the competitive environment in which we operate, including the demand for our products, customer responsiveness to our distribution channels, our ability to make technological improvements, and the strength and ability of our competitors to operate independently or to enter into business combinations that result in a more attractive range of customer products or provide greater financial resources; • risks related to the acquisition or sale of assets or businesses or the formation, termination or operation of joint ventures or other strategic alliances or arrangements, including loan delinquencies or net charge-offs, integration or migration issues, increased costs of servicing, incomplete records, and retention of customers; • risks associated with our insurance operations, including insurance claims that exceed our expectations or insurance losses that exceed our reserves; • the inability to successfully implement our growth strategy for our consumer lending business as well as various risks associated with successfully acquiring portfolios of consumer loans, pursuing acquisitions, and/or establishing joint ventures; • declines in collateral values or increases in actual or projected delinquencies or net charge-offs; • changes in federal, state or local laws, regulations, or regulatory policies and practices, including the Dodd-▇▇▇▇▇ ▇▇▇ (which, among other things, established the CFPB, which has broad authority to regulate and examine financial institutions, including us), that affect our ability to conduct business or the manner in which we conduct business, such as licensing requirements, pricing limitations or restrictions on the method of offering products, as well as changes that may result from increased regulatory scrutiny of the sub-prime lending industry, our use of third-party vendors and real estate loan servicing, or changes in corporate or individual income tax laws or regulations, including effects of the enactment of Public Law 115-97 amending the Internal Revenue Code of 1986; • potential liability relating to real estate and personal loans which we have sold or may sell in the future, or relating to securitized loans, if it is determined that there was a non-curable breach of a representation or warranty made in connection with such transactions; • the costs and effects of any actual or alleged violations of any federal, state or local laws, rules or regulations, including any litigation associated therewith, any impact to our business operations, reputation, financial position, results of operations or cash flows arising therefrom, any impact to our relationships with lenders, investors or other third parties attributable thereto, and the costs and effects of any breach of any representation, warranty or covenant under any of our contractual arrangements, including indentures or other financing arrangements or contracts, as a result of any such violation; • the costs and effects of any fines, penalties, judgments, decrees, orders, inquiries, investigations, subpoenas, or enforcement or other proceedings of any governmental or quasi-governmental agency or authority and any litigation associated therewith; • our continued ability to access the capital markets or the sufficiency of our current sources of funds to satisfy our cash flow requirements; • our ability to comply with our debt covenants; • our ability to generate sufficient cash to service all of our indebtedness; • any material impairment or write-down of the value of our assets; • the effects of any downgrade of our debt ratings by credit rating agencies, which could have a negative impact on our cost of and/or access to capital; • our substantial indebtedness, which could prevent us from meeting our obligations under our debt instruments and limit our ability to react to changes in the economy or our industry, or our ability to incur additional borrowings; • the impacts of our securitizations and borrowings; • our ability to maintain sufficient capital levels in our regulated and unregulated subsidiaries; • changes in accounting standards or tax policies and practices and the application of such new standards, policies and practices; • changes in accounting principles and policies or changes in accounting estimates; • effects of the acquisition of Fortress by an affiliate of SoftBank Group Corp.; • effects, if any, of the contemplated acquisition by an investor group of shares of our common stock beneficially owned by Fortress and its affiliates; • any failure or inability to achieve the SpringCastle Portfolio performance requirements set forth in the SpringCastle Interests Sale purchase agreement; and • the effect of future sales of our remaining portfolio of real estate loans and the transfer of servicing of these loans, including the environmental liability and costs for damage caused by hazardous waste if a real estate loan goes into default. We also direct readers to the other risks and uncertainties discussed in “Risk Factors” in Part I - Item 1A of the 2017 Form 10-K and in other documents filed with the SEC (including the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018). If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. Factors We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in the 2017 Form 10-K and subsequent Company filings with the SEC that could cause actual results to differ from those reflected in forward-looking statements relating before making an investment decision to purchase our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operatecommon stock. Furthermore, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge arise from time to time time, and it is not possible impossible for the Company us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future those events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationhow they may affect us.
Appears in 1 contract
Forward-Looking Statements. Certain This prospectus, the documents incorporated by reference herein and the exhibits attached hereto contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements in this press release may be deemed to be regarding future events or our future results of operations, financial condition, business, strategies, financial needs, and the plans and objectives of management, are forward-looking statements. In some cases 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. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words can be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “likely,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and or similar expressions and the negatives of those terms. Forward-looking statements are used based on information available to identify these our management as of the date of this prospectus and our management’s good faith belief as of such date with respect to future events and are subject to a number of risks, uncertainties, and assumptions that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements, in particular the substantial risks and uncertainties related to the ongoing COVID-19 pandemic. Factors Important factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business such differences include, but are not limited to: fluctuations in the price and availability of resins and other raw materials and ● our ability to pass any increased costs of raw materials on sustain our revenue growth rate, to achieve or maintain profitability, and to effectively manage our customers in a timely manneranticipated growth; volatility in general ● our short operating history makes it difficult to evaluate our business and economic conditions in future prospects; ● our dependence on the markets commercial success of our clients, the continued growth of the cannabis industry and the regulatory environment in which we operate, including, without limitation, factors relating the cannabis industry operates; ● our ability to availability of credit, interest rates, fluctuations in capital attract new clients on a cost-effective basis and business the extent to which existing clients renew and consumer confidenceupgrade their subscriptions; cyclicality and seasonality of ● the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any timing of our significant customersintroduction of new solutions or updates to existing solutions; ● our ability to successfully diversify our solutions by developing or introducing new solutions or acquiring and integrating additional businesses, products, services, or content; ● our ability to respond to changes within the cannabis industry; ● the effects of adverse changes in, or the enforcement of, federal laws regarding our clients’ cannabis operations or our receipt of proceeds from such operations; ● our ability to manage unique risks of doing business internationallyand uncertainties related to government contracts; the risks of conducting a portion of ● our operations through joint venturesability to manage and protect our information technology systems; ● our ability to maintain and expand our strategic relationships with third parties; ● our ability to deliver our solutions to clients without disruption or delay; ● our exposure to liability from errors, delays, fraud, or system failures, which may not be covered by insurance; ● our ability to expand into new geographic or product marketsour international reach; ● our ability to achieve the acquisition component of our growth strategyretain or recruit officers, key employees, and directors; the risk associated with manufacturing processes; ● our ability to manage our assetsraise additional capital or obtain financing in the future; the risks associated with our product warranties; ● our ability to manage our supply purchasing successfully integrate acquired businesses with ▇▇▇▇▇▇’s business within anticipated timelines and customer credit policiesat their expected costs; the risks associated with our self-insured programs; ● our ability to control labor costs complete planned acquisitions on time or at all due to failure to obtain stockholder approval or governmental or regulatory clearances, or the failure to satisfy other conditions to completion, or the failure of completion for any other reason; ● our response to adverse developments in the general market, business, economic, labor, regulatory, and political conditions, including worldwide demand for cannabis and the spot price and long-term contract price of cannabis; ● our response to attract, train and retain highly-qualified employees and key personnelcompetitive risks; ● our ability to protect our intellectual property rightsproperty; changes in laws and regulations, including environmental laws and regulations● the market reaction to negative publicity regarding cannabis; ● our ability to project product mixmanage the requirements of being a public company; the risks associated with our current levels of indebtedness; ● our ability to meet future capital requirements service our convertible debt; ● our accounting treatment of certain of our private warrants; ● our ability to effectively manage any disruptions to our business and/or any negative impact to our financial performance caused by the economic and fund our liquidity needssocial effects of the COVID-19 pandemic and measures taken in response; and ● other factors discussed in other sections of this prospectus, including the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements section titled “Risk Factors,” and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible transition report for the Company six-month period ended December 31, 2020 on Form 10-KT, incorporated herein by reference, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We caution readers not to predict place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation prospectus by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking foregoing cautionary statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Sources: Equity Distribution Agreement
Forward-Looking Statements. Certain statements in this press release may be deemed to be This Prospectus contains “forward-looking statements statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, amended (the “Act”) and Section 21E of the Securities Exchange Act 34 Act. All statements other than statements of 1934, as amended. These statements are not historical facts but rather included in this Prospectus are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating theretoforward-looking statements. Words such as The words “mayhopes,” “willbelieves,” “couldanticipates,” “wouldplans,” “shouldseeks,” “anticipateestimates,” “predict,” “potential,” “continueprojects,” “expects,” “intends,” “plansmay,” “projectscould,” “believesshould,” “estimateswould,” “confidentwill,” “continue,” and similar expressions are used intended to identify these forward-looking statements. Factors that The following uncertainties and factors, among others, could affect future performance and cause actual results to differ materially from those matters expressed in or implied by forward-looking statements: ● our ability to raise sufficient funds in the coming months in order for us to start our Validive Phase 3 clinical trial; ● our ability to find a suitable pharmaceutical partner to further our development of Validive, if we are unable to raise sufficient additional financing; ● risks and uncertainties associated with our research and development activities, including our clinical trials; ● estimated timeframes for our clinical trials and regulatory reviews for approval to market products; ● plans to research, develop and commercialize our current and future product candidates; ● the rate and degree of market acceptance and clinical utility of any products for which we receive marketing approval; ● commercialization, marketing and manufacturing capabilities and strategy; ● intellectual property position and strategy; ● future financial performance; ● estimates regarding expenses, capital requirements and need for additional financing; ● the impact of government laws and regulations; ● ability to attract and retain key personnel; and ● financial and operational projections. Although we believe that the expectations reflected in such forward-looking statements relating to our operations are appropriate, we can give no assurance that such expectations will be realized. All subsequent written and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the oral forward-looking statements contained attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements above and made elsewhere in this press releaseprospectus and future supplemental prospectuses. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes We undertake no obligation to publicly update any statements made in this Prospectus or revise elsewhere, including without limitation any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together You should read this prospectus and the "Company"), and documents that we reference in consideration of my employment this prospectus with the Company understanding that our actual future results, levels of activity, performance and my receipt of the compensation now events and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationcircumstances may be materially different from what we expect.
Appears in 1 contract
Sources: Capital on Demand Sales Agreement
Forward-Looking Statements. Certain statements in this press release may be deemed to be 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. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these This Offering Circular contains forward-looking statements. Factors that could cause actual results to differ from those reflected in The forward-looking statements relating to our operations contain information regarding, among other things, the Group’s future operations, performance, financial condition, expansion plans and business includestrategy. These forward-looking statements are based on the Group’s current expectations and projections about future events. Although the Group believes that these expectations and projections are reasonable, such forward-looking statements are inherently subject to risks, uncertainties and assumptions, including, among other things: fluctuations in the price • general economic and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic political conditions in the markets PRC and globally; • risks associated with business activities in which we operatethe PRC, including, without limitation, factors relating including but not limited to the PRC regulatory environment; • the Group’s business strategy and plan of operation; • fluctuations in interest rates and the availability of credit; • various business opportunities that the Group may pursue; and • those other risks identified in the “Risk Factors” section of this Offering Circular. The words “believe”, interest rates“expect”, fluctuations in capital “anticipate”, “estimate”, “intend”, “plan”, “seek” and similar words identify forward-looking statements. However, these words are not the exclusive means of identifying forward- looking statements. All statements regarding expected financial condition and results of operations, business plans and consumer confidence; cyclicality and seasonality of prospects are forward-looking statements. These forward-looking statements include but are not limited to statements as to the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future marketsbusiness strategy, including competition from both manufacturers of high performance chicken and turkey fryersrevenue, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attractprofitability, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements planned projects and other financial data for certain prior periods and any future periods, any further delay matters as they relate to the Issuer or the Group discussed in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we this Offering Circular regarding matters that are not currently aware or which have not been detected and historical fact. Although the other risks and uncertainties described Group believes that the expectations reflected in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included hereinare reasonable, the inclusion of Group can give no assurance that such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans expectations will be achieved in the timeframe anticipated or at allprove correct. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company The Group undertakes no obligation to publicly update or revise any forward-looking statements, statements whether as a result of new information, future events or otherwise. In light of the foregoing and the risks, except uncertainties and assumptions in “Risk Factors” and elsewhere in this Offering Circular, the forward-looking statements in this Offering Circular are not and should not be construed as required by law. Investor / Media Contact xxxxx As a condition assurances of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together future performance and the "Company")Issuer’s, and the Group’s actual results could differ materially from those anticipated in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employmentthose forward- looking statements. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENTOFFERING . I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 SUMMARY CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 9
Appears in 1 contract
Sources: Securities Offering Announcement
Forward-Looking Statements. Certain statements This prospectus, each prospectus supplement and the information incorporated by reference in this press release may be deemed to be prospectus and each prospectus supplement contain certain statements that constitute “forward-looking statements statements” within the meaning of Section 27A of the Securities Act of 1933, as amendedamended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amendedamended (Exchange Act). These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “shouldproject,” “anticipateplan,” “predictpotentially,” “potentiallikely,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions and variations thereof are used intended to identify these forward-looking statements, but are not the exclusive means of identifying such statements. Those statements appear in this prospectus, any accompanying prospectus supplement and the documents incorporated herein and therein by reference, particularly in the sections captioned “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and include statements regarding the intent, belief or current expectations of our management that are subject to known and unknown risks, uncertainties and assumptions. You are cautioned that any such forward- looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in Except as required by applicable law, including the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality securities laws of the non-residential United States and residential construction markets the rules and infrastructure spending; the risks regulations of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are do not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation plan to publicly update or revise any forward-looking statementsstatements contained herein after we distribute this prospectus, whether as a result of any new information, future events or otherwise. In addition, except statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company")date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. This prospectus and the documents incorporated by reference in consideration of my employment with this prospectus may contain market data that we obtain from industry sources. These sources do not guarantee the Company and my receipt accuracy or completeness of the compensation now information. Although we believe that our industry sources are reliable, we do not independently verify the information. The market data may include projections that are based on a number of other projections. While we believe these assumptions to be reasonable and hereafter paid to me by Companysound as of the date of this prospectus, I agree to actual results may differ from the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationprojections.
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain statements Some of the information in this press release may be deemed to be prospectus, and the documents we incorporate by reference, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amendedfederal securities laws. You should not rely on forward-looking statements in this prospectus, and Section 21E the documents we incorporate by reference. Forward-looking statements typically are identified by use of the Securities Exchange Act of 1934, as amended. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words terms such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,” “may,” “will,” “could,” “would,” “should,” “anticipateestimate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these words, although some forward-looking statementsstatements are expressed differently. Factors This prospectus, and the documents we incorporate by reference, may also contain forward-looking statements attributed to third parties relating to their estimates regarding the markets we may enter in the future. All forward-looking statements address matters that involve risk and uncertainties, and there are many important risks, uncertainties and other factors that could cause our actual results to differ materially from the forward-looking statements contained in this prospectus, and the documents we incorporate by reference. You should also consider carefully the statements under “Risk Factors” and other sections of this prospectus, and the documents we incorporate by reference, which address additional facts that could cause our actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations set forth in the price and availability of resins and other raw materials and our ability forward- looking statements. We caution investors not to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our place significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact reliance on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included hereinprospectus, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes documents we incorporate by reference. We undertake no obligation to publicly update or revise review any forward-looking statements, whether as a result of new information, future events developments or otherwise. We expect to use the net proceeds from the sale of securities offered by this prospectus and the prospectus supplement for our clinical trials, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company")if any, and in consideration preclinical programs, for other research and development activities and for general corporate purposes. These may include additions to working capital, repayment of my employment with existing indebtedness and acquisitions. If we decide to use the Company net proceeds of any offering of securities other than for our clinical trials, if any, and my receipt preclinical programs, for other research and development activities and for general corporate purposes, we will describe the use of the compensation now and hereafter paid to me by Company, I agree to net proceeds in the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationprospectus supplement for that offering.
Appears in 1 contract
Sources: At Market Issuance Sales Agreement
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus contains “forward-looking statements statements” within the meaning of Section 27A of the Securities Act of 1933, as amendedamended (or the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amendedamended (or the Exchange Act) and such statements are intended to be covered by the safe harbor provided by the same. Forward-looking statements are subject to substantial risks and uncertainties, many of which are difficult to predict and are generally beyond our control. These forward-looking statements are not historical facts but rather are based on include information about possible or assumed future results of our operations, financial condition, liquidity, plans, and objectives. When we use the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as words “maybelieve,” “willexpect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “could,” “would,” “should,” “anticipate,” “predictmay,” “potential,” or the negative of these terms or other comparable terminology, we intend to identify forward- looking statements. Statements regarding the following subjects, among others, may be forward-looking: • our investment objectives and business strategy; • our ability to obtain future financing arrangements; • our expected leverage; • our expected investments; • estimates or statements relating to, and our ability to make, future distributions; • our ability to compete in the marketplace; • the availability of attractive risk-adjusted investment opportunities in small to medium balance commercial loans (or SBC loans), loans guaranteed by the U.S. Small Business Administration (or the SBA) under its Section 7(a) loan program (or the SBA Section 7(a) Program), mortgage backed securities (or MBS), residential mortgage loans and other real estate-related investments that satisfy our investment objectives and strategies; • our ability to borrow funds at favorable rates; • market, industry and economic trends; • recent market developments and actions taken and to be taken by the U.S. Government, the U.S. Department of the Treasury and the Board of Governors of the Federal Reserve System, the Federal Depositary Insurance Corporation (or FDIC), the Federal National Mortgage Association (or ▇▇▇▇▇▇ ▇▇▇), the Federal Home Loan Mortgage Corporation (or Freddie Mac), the Government National Mortgage Association (or ▇▇▇▇▇▇ ▇▇▇), Federal Housing Administration Mortgagee, U.S. Department of Agriculture, U.S. Department of Veterans Affairs, and the SEC; • mortgage loan modification programs and future legislative actions; • our ability to maintain our qualification as a REIT; • our ability to maintain our exclusion from qualification under the Investment Company Act of 1940, as amended (or 1940 Act); • projected capital and operating expenditures; • availability of qualified personnel; • prepayment rates; and • projected default rates. Our beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are within our control, including: • the factors described in our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, including those set forth under the captions “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confidentRisk Factors” and similar expressions “Business” in such report; • applicable regulatory changes; • risks associated with acquisitions, including the acquisition of ▇▇▇▇▇ Realty Mortgage, Inc. (or ORM) and Knight Capital LLC (or Knight Capital); • risks associated with achieving expected revenue synergies, cost savings and other benefits from acquisitions, including the acquisition of ORM and Knight Capital, and the increased scale of our Company; • the severity and duration of the novel coronavirus (“COVID-19”) pandemic; • the impact of COVID-19 on our business and operations, financial condition, results of operations, liquidity and capital resources; • the impact of the COVID-19 pandemic on our borrowers, the real estate industry, and the United States and global economies; • actions taken by governmental authorities to contain the COVID-19 pandemic or treat its impact; • general volatility of the capital markets; • changes in our investment objectives and business strategy; • the availability, terms and deployment of capital; • the availability of suitable investment opportunities; • our dependence on our Manager and its personnel and our ability to find a suitable replacement if we or our Manager were to terminate the management agreement we have entered into with our Manager; • changes in our assets, interest rates or the general economy; • increased rates of default and/or decreased recovery rates on our investments; • changes in interest rates, interest rate spreads, the yield curve or prepayment rates; • changes in prepayments of our assets; • limitations on our business as a result of our qualification as a REIT; and • the degree and nature of our competition, including competition for SBC loans, MBS, residential mortgage loans and other real estate-related investments that satisfy our investment objectives and strategies. Although we believe that the expectations reflected in the forward-looking statements are used to identify reasonable, we cannot guarantee future results, levels of activity, performance or achievements. You should not rely on these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in , which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality apply only as of the non-residential and residential construction markets and infrastructure spending; the risks date of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and proceduresthis prospectus. We are not obligated, and discovering further weaknesses of which we are do not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time intend, to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain statements either contained in or incorporated by reference into this press release may be deemed document, other than purely historical information, including statements relating to be the sale of Sucampo and any statements relating to ▇▇▇▇▇▇▇’s business and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amendedgenerally include statements that are predictive in nature and depend upon or refer to future events or conditions, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words include words such as “maybelieves,” “willplans,” “couldanticipates,” “wouldprojects,” “should,” “anticipate,” “predict,” “potential,” “continueestimates,” “expects,” “intends,” “plansstrategy,” “projectsfuture,” “believesopportunity,” “estimatesmay,” “confidentwill,” and “should,” “could,” “potential,” or similar expressions are used to identify these forward-looking statementsexpressions. Factors that could cause actual results to differ from those reflected in Such forward-looking statements include those relating to our operations the ability to complete and business include: fluctuations the timing of completion of the transactions contemplated by the Merger Agreement including the parties’ ability to satisfy the conditions set forth in the price Merger Agreement and availability the possibility of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality termination of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange CommissionMerger Agreement. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the The forward-looking statements contained in this press release. In light of the significant document are based on current expectations and assumptions that are subject to risks and uncertainties inherent in which may cause actual results to differ materially from the forward-looking information included herein, statements. Actual results may differ materially from current expectations because of risks associated with uncertainties as to the inclusion timing of such information should the merger; uncertainties as to how many of Sucampo’s stockholders will tender their Shares in the tender offer; the risk that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of the offer or the merger may not be regarded as satisfied or waived, including that a representation by governmental entity may prohibit, delay or refuse to grant approval for the Company consummation of the offer or any other person the merger; the effects of disruption from the transactions of ▇▇▇▇▇▇▇’s business and the fact that the Companyannouncement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; and other uncertainties pertaining to the business of Sucampo, including those detailed in Sucampo’s expectationspublic filings with the Securities and Exchange Commission from time to time, objectives or plans will be achieved in including Sucampo Pharmaceuticals, Inc.’s most recent Annual Report on Form 10-K for the timeframe anticipated or at all. Investors are year ended December 31, 2016 and Quarterly Reports and Current Reports on Forms 10-Q and 8-K. The reader is cautioned not to place undue reliance unduly rely on the Company’s these forward-looking statements. Sucampo expressly disclaims any intent or obligation to update or revise publicly these forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, contain “forward-looking statements 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 amendedamended (the “Exchange Act”). Also, documents we subsequently file with the SEC and incorporate by reference in this prospectus supplement and the accompanying prospectus may contain forward-looking statements. We intend such forward looking statements to be covered by the safe harbor provisions for forward looking statements contained in the Private Securities Litigation Reform Act of 1995 and include this statement for purposes of complying with these safe harbor provisions. Forward-looking statements provide our current expectations or forecasts of future events and are not statements of historical fact. These forward-looking statements are not historical facts but rather are based on the Company’s current expectationsinclude information about possible or assumed future events, estimates including, among other things, discussion and projections regarding the Company’s businessanalysis of our future performance and financial condition, results of operations and funds from operations (“FFO”), our strategic plans and objectives, cost management, occupancy and leasing rates and trends, liquidity and ability to refinance our indebtedness as it matures, anticipated capital expenditures (and access to capital) required to complete projects, amounts of anticipated cash distributions to our stockholders in the future and other factors relating theretomatters. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continueanticipates,” “expects,” “intends,” “plans,” “projectsbelieves,” “believesseeks,” “estimates,” “confidentmay,” “provided,” “will,” “could,” “should,” “would,” “growth,” “if,” “possible,” “potential,” “likely” and variations of these words and similar expressions are used intended to identify these forward-looking statements, although not all forward-looking statements will contain these words. Factors that These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those reflected expressed or forecasted in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Statements regarding the following subjects, among others, are forward-looking by their nature: • future re-leasing efforts; • our business and financing strategy; • effects of public health emergencies and pandemics on our business, results of operations, liquidity and financial condition; • our ability to continue to implement our business plan; • pending and future transactions; • our projected operating results and anticipated acquisitions; • our ability to obtain future financing arrangements; • estimates relating to our future distributions; • our understanding of our competition and our ability to compete effectively; • future market and industry trends; • future interest and insurance rates; • estimates of our future operating expenses, including payments to our Adviser (as defined herein) under the terms of our Advisory Agreement (as defined herein); • the impact of technology on our operations and business, including the risk of cyber-attacks, cyber-liability or potential liability for breaches of our privacy or information security systems; • projected cash requirements, including capital expenditures; and • ability to raise proceeds from this offering, use of the proceeds of this offering, availability of our Credit Facility (as defined below), mortgage notes payable, future stock offerings and other future capital resources, if any. The forward-looking statements relating to are based on our operations beliefs, assumptions and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any expectations of our significant customers; future performance, taking into account information currently available to us. Forward-looking statements involve inherent uncertainty and may ultimately prove to be incorrect or false. Although we believe that the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes expectations reflected in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in this press release. In light of the significant uncertainties inherent in the our forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at allstatements. Investors You are cautioned not to place undue reliance on the Company’s forward-looking statements. Except as otherwise may be required by law, we undertake no obligation to update or revise forward-looking statements and to reflect changed assumptions, the Company undertakes no obligation to publicly update occurrence of unanticipated events or revise any actual operating results. Our actual results could differ materially from those anticipated in these forward-looking statements, whether statements as a result of new informationvarious factors, including, but not limited to: • general volatility of the capital markets and the market price of our common and preferred stock; • inflation, rising interest rates and recessionary conditions; • failure to maintain our qualification as a REIT and in the risk of changing laws that affect REITs; • risks associated with negotiation and consummation of pending and future events transactions; • changes in our business strategy; • the adequacy of our cash reserves and working capital; • our failure to successfully integrate and operate acquired properties and operations; • defaults upon, early termination of or otherwisenon-renewal of leases by tenants; • decreased rental rates or increased vacancy rates; • the degree and nature of our competition, except as required by law. Investor / Media Contact xxxxx As a condition including other real estate investment companies; • availability, terms and deployment of my employment with Arbitechcapital, Inc.including the ability to maintain and borrow under our $125.0 million unsecured revolving credit facility, its subsidiaries$160.0 million term loan facility, affiliates$60.0 million term loan facility and $150.0 million term loan facility (together, successors or assigns (together the "Company"“Credit Facility”), arrange for long-term mortgages on our properties, secure additional long-term lines of credit and raise equity capital; • our Adviser’s ability to identify, hire and retain highly-qualified personnel; • changes in consideration our industry or the general economy; • changes in real estate and zoning laws and increases in real property tax rates; • changes in governmental regulations, tax rates and similar matters; • the national and global political environment, including foreign relations and trading policies; • the impact of my employment health emergencies and pandemics, including the COVID-19 pandemic, on the economy and the capital markets, which may precipitate or exacerbate other risks and/or uncertainties; • environmental uncertainties and risks related to natural disasters; and • the loss of any of our key officers, such as Mr. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, our chairman and chief executive officer, ▇▇. ▇▇▇▇▇ ▇▇▇ Brubaker, our vice chairman and chief operating officer, ▇▇. ▇▇▇▇▇▇ “▇▇▇▇” ▇▇▇▇▇▇, our president, or ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, our chief financial officer. This list of risks and uncertainties, however, is only a summary of some of the most important factors to us and is not intended to be exhaustive. You should carefully review the risks and information contained, or incorporated by reference into, this prospectus supplement and the accompanying prospectus, including, without limitation, the “Risk Factors” incorporated by reference herein and therein from our Annual Report on Form 10-K for the year ended December 31, 2022, and other reports and information that we file with the Company SEC from time to time. New factors may also emerge from time to time that could materially and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationadversely affect us.
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Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein contain certain “forward-looking statements statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amendedAct, and Section 21E of the Securities Exchange Act Act. All statements other than statements of 1934, as amended. These statements are not historical facts but rather are based on the Company’s current expectationsforward-looking statements. In some cases, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words you can identify forward-looking statements by words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” or the negative of these words or other comparable terminology. We have based these forward-looking statements on our current expectations and similar expressions projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs. These forward- looking statements are used subject to identify a number of risks, uncertainties and assumptions. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Factors that could cause actual results to differ from those reflected in forwardForward-looking statements include, but are not limited to, statements about: ● our ability to obtain funding for our future clinical trials, preclinical activities and our operations; ● our ability to obtain and maintain regulatory approval of our product candidates; ● our ability to contract with third-party suppliers, manufacturers and other service providers and their ability to perform adequately; ● our ability to meet obligations under our license agreements; ● the potential market size, opportunity and growth potential for our product candidates, if approved; ● our ability to build our own sales and marketing capabilities, or seek collaborative partners, to commercialize our product candidates, if approved; ● our ability to retain the continued service of our key professionals and to identify, hire and retain additional qualified professionals; ● our ability to advance product candidates into, and successfully complete, clinical trials; ● our ability to recruit and enroll suitable patients in our clinical trials; ● the initiation, timing, progress and results of clinical trials and pre-clinical studies for our drug candidates; ● the timing or likelihood of the accomplishment of various scientific, clinical, regulatory filings and approvals and other product development objectives; ● the pricing and reimbursement of our product candidates, if approved; ● the rate and degree of market acceptance of our product candidates by physicians, patients, third-party payors and others in the medical community, if approved; ● the implementation of our business model, strategic plans for our business, product candidates and technology; ● the scope of protection we are able to establish and maintain for intellectual property rights covering our product candidates and technology; ● developments relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials competitors and our ability to pass any increased costs industry; ● the accuracy of raw materials our estimates regarding expenses, capital requirements and needs for additional financing; and ● our financial performance. Forward-looking statements reflect our management’s expectations or predictions of future conditions, events or results based on to our customers in a timely manner; volatility in general business various assumptions and management’s estimates of trends and economic conditions factors in the markets in which we operateare active, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and as well as our business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we plans. They are not currently aware or which have not been detected and the other guarantees of future performance. By their nature, forward-looking statements are subject to risks and uncertainties uncertainties. Our actual results and financial condition may differ, possibly materially, from the anticipated results and financial condition indicated in these forward-looking statements. There are a number of factors that could cause actual conditions, events or results to differ materially from those described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included hereinprospectus supplement, the inclusion of such information should not be regarded as a representation accompanying prospectus and the documents incorporated by the Company or reference herein. See an additional discussion under “Risk Factors” in any other person that the Company’s expectationsapplicable prospectus supplement and any related free writing prospectus, objectives or plans will be achieved and in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance our most recent Annual Report on the Company’s Form 10-K and any subsequently filed quarterly reports on Form 10-Q. These forward-looking statements are representative only as of the date they are made, and the Company undertakes we undertake no obligation to publicly update or revise any forward-looking statements, whether statement as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain This Announcement contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act 1995 that are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts or current conditions included in this press release may be deemed Announcement are forward-looking statements, including any statements regarding guidance and statements of a general economic or industry-specific nature. Forward-looking statements give International Paper’s and DS Smith’s current expectation and projections with respect to be the financial condition, results of operations and business of International Paper, DS Smith and certain plans and objectives of International Paper, DS Smith and the Combined Company. These forward-looking statements within can be identified by the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amendedfact that they do not relate only to historical or current facts. These statements are not historical facts but rather are based on the Company’s assumptions and assessments made by International Paper and DS Smith in light of their experience and their perception of historical trends, current expectationsconditions, estimates and projections regarding the Company’s business, operations future developments and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” they believe appropriate, and similar expressions therefore are used subject to identify these forward-looking statements. Factors that risks and uncertainties which could cause actual results to differ materially from those reflected expressed or implied by those forward-looking statements. Forward-looking statements often use forward-looking or conditional words such as “anticipate”, “target”, “expect”, “forecast”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “will”, “continue”, “may”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) the ability of International Paper and DS Smith to consummate the Combination in a timely manner or at all; (ii) the satisfaction (or waiver) of conditions to the consummation of the Combination; (iii) adverse effects on the market price of DS Smith’s or International Paper’s operating results including because of a failure to complete the Combination; (iv) the effect of the announcement or pendency of the Combination on DS Smith’s or International Paper’s business relationships, operating results and business generally; (v) future capital expenditures, expenses, revenues, economic performance, synergies, financial conditions, market growth, dividend policy, losses and future prospects; (vi) business and management strategies and the expansion and growth of the operations of the International Paper Group or the DS Smith Group; and (vii) the effects of government regulation on the business of the International Paper Group or the DS Smith Group. There are many factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among such factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. These forward-looking statements relating to our operations are not guarantees of future performance and are based on numerous assumptions regarding the present and future business include: fluctuations strategies of such persons and the environment in which each will operate in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operatefuture. By their nature, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the these forward-looking statements contained in this press release. In light of the significant involve known and unknown risks and uncertainties inherent because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking information included hereinstatements in this Announcement may cause the actual results, the inclusion performance or achievements of any such information should not person, or industry results and developments, to be regarded as a representation materially different from any results, performance or achievements expressed or implied by the Company or any other person such forward-looking statements. No assurance can be given that the Company’s expectations, objectives or plans such expectations will be achieved in the timeframe anticipated or at all. Investors prove to have been correct and persons reading this Announcement are therefore cautioned not to place undue reliance on the Company’s these forward-looking statements and which speak only as at the Company date of this Announcement. All subsequent oral or written forward-looking statements attributable to International Paper or DS Smith or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Neither of International Paper nor DS Smith undertakes no any obligation to update publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationextent legally required.
Appears in 1 contract
Sources: Co Operation Agreement (International Paper Co /New/)
Forward-Looking Statements. Certain statements in this press release This prospectus, including the documents that we incorporate by reference herein, contains, and any applicable prospectus supplement or free writing prospectus including the documents we incorporate by reference therein may be deemed to be contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, including statements regarding our future financial condition, business strategy and plans and objectives of management for future operations. These Forward-looking statements include all statements that are not historical facts but rather are based on the Company’s current expectationsfacts. In some cases, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words you can identify forward-looking statements by terminology such as “maybelieve,” “will,” “couldmay,” “wouldestimate,” “continue,” “anticipate,” “intend,” “should,” “anticipateplan,” “might,” “approximately,” “expect,” “predict,” “potentialcould,” “continuepotentially” or the negative of these terms or other similar expressions. Forward-looking statements appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, our ongoing and planned preclinical development and clinical trials, the timing of and our ability to make regulatory filings and obtain and maintain regulatory approvals for our product candidates, our intellectual property position, the degree of clinical utility of our product candidates, our ability to develop commercial functions, expectations regarding clinical trial data, our results of operations, cash needs, spending of the proceeds from any offering, financial condition, liquidity, prospects, growth and strategies, the industry in which we operate and the trends that may affect the industry or us. Discussions containing these forward-looking statements may be found, among other places, in the sections entitled “Business,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confidentRisk Factors” and similar expressions are used “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in the documents incorporated by reference herein, including our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q, as well as any amendments thereto. These statements relate to identify future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. Factors that could cause actual We discuss in greater detail, and incorporate by reference into this prospectus in their entirety, many of these risks and uncertainties under the heading “Risk Factors” contained in the applicable prospectus supplement, in any free writing prospectus we may authorize for use in connection with a specific offering, and in the documents incorporated by reference herein. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. We undertake no obligation to revise or publicly release the results of any revision to differ from those reflected in these forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operatestatements, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other except as required by law. Given these risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included hereinuncertainties, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors readers are cautioned not to place undue reliance on the Company’s such forward-looking statements. All forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required are qualified in their entirety by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationthis cautionary statement.
Appears in 1 contract
Sources: At Market Issuance Sales Agreement
Forward-Looking Statements. Certain statements This prospectus supplement, the accompanying prospectus, the documents we have filed with the SEC that are incorporated by reference and any free writing prospectus that we have authorized for use in connection with this press release may be deemed to be offering contain “forward-looking statements 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, or the Exchange Act. These statements are relate to future events or to our future operating or financial performance, business trends and other information that is not historical facts but rather are based on the Company’s current expectationsinformation and involve known and unknown risks, estimates and projections regarding the Company’s business, operations uncertainties and other factors relating theretowhich may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Words Forward-looking statements may include, but are not limited to, statements about: • the progress, timing and results of clinical trials and research and development efforts involving our product candidates or the product candidates of our licensees; • the submission of applications for and receipt of regulatory clearances and approvals; • our and our licensees’ plans to conduct future clinical trials or research and development efforts; • our expectations about partnering, marketing and commercializing our product candidates; • the benefits we expect to derive from relationships with our collaborators; • the use of proceeds from this offering; and • our estimates regarding our capital requirements and our need for additional financing. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projectsanticipates,” “believes,” “estimates,” “confidentprojects,” “predicts,” “potential” and similar expressions are used intended to identify forward-looking statements. These statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Factors that could cause actual results to differ from those reflected We discuss many of these risks in greater detail under the heading “Risk Factors” on page S-3 of this prospectus supplement and in our SEC filings. Also, these forward-looking statements relating to represent our operations estimates and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality assumptions only as of the non-residential and residential construction markets and infrastructure spending; date of the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryersdocument containing the applicable statement. You should read this prospectus supplement, the effect of weather or seasonality; accompanying prospectus, the loss of any of our significant customers; documents we have filed with the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk SEC that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods are incorporated by reference and any future periods, any further delay free writing prospectus that we have authorized for use in the filing of any filings connection with this offering completely and with the SEC; the review understanding that our actual future results may be materially different from what we expect. We qualify all of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included hereinforegoing documents by these cautionary statements. Unless required by law, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of statements to reflect new information, information or future events or otherwisedevelopments. Thus, except you should not assume that our silence over time means that actual events are bearing out as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors expressed or assigns (together the "Company"), and implied in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: Atsuch forward-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationlooking statements.
Appears in 1 contract
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein 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 amendedAct. These statements are not historical facts but rather are based on the Company’s current expectations, estimates estimates, forecasts and projections regarding about the Company’s business, operations industry in which we operate and other factors relating theretothe beliefs and assumptions of our management. Words such as The words “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “on track,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “could,would” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” or the negative of these terms and similar expressions are used intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward- looking statements include, among other things, statements about: • the initiation, cost, timing, progress and results of our current and future research and development activities, preclinical studies and clinical trials, including our Phase 1 clinical trials of XMT-1660 and XMT-2056; • the potential benefits of our existing strategic collaborations and our ability to enter into additional strategic collaborations; • the adequacy of our inventory of XMT-1660 and XMT-2056 to support our ongoing and planned clinical trials, as well as the outcome of planned manufacturing runs; • the adequacy of our inventory of Dolasynthen and Immunosynthen platform materials needed for the manufacture of our own product candidates and for the product candidates of our collaborators; • the timing of, and our ability to obtain and maintain, regulatory approvals for our product candidates; • our ability to quickly and efficiently identify and develop additional product candidates and to innovate with respect to our existing or future antibody drug conjugate platforms; • our ability to advance any product candidate into, and successfully complete, clinical trials; • unmet needs of patients with cancer indications; • our intellectual property position, including with respect to our trade secrets; • our strategic priorities; • our estimates regarding expenses, future revenues, capital requirements, the sufficiency of our current and expected cash resources and our need for additional financing; and • our expected use of proceeds from this offering. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Factors that Actual results or events could cause actual results to differ materially from those reflected the plans, intentions and expectations disclosed in the forward-looking statements relating we make. We have included important factors in the cautionary statements included in this prospectus supplement, particularly in the “Risk Factors” section in this prospectus supplement, and in the sections entitled “Risk Factors” and “Risk Factor Summary” incorporated herein by reference to our operations and business include: fluctuations in the price and availability of resins and other raw materials most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and our ability other filings we make from time to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings time with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties , or SEC, that are incorporated by reference in this prospectus supplement, that could have an impact on cause actual results or events to differ materially from the forward- looking statements that we make. Our forward-looking statements contained in do not reflect the potential impact of any future acquisitions, mergers, dispositions, collaborations, joint ventures or investments that we may make or enter into. You should read this press release. In light of the significant uncertainties inherent in the forward-looking information included hereinprospectus supplement, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements accompanying prospectus and the Company undertakes no information incorporated by reference herein and therein completely and with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Sources: Sales Contracts
Forward-Looking Statements. Certain This news release contains certain statements in this press release may be deemed to be of a forward-looking statements within nature relating to future events, including the meaning timing and likelihood of Section 27A filing of an MAA for AzaSite in the Securities Act European Union and an NDA and MAA for BromSite in the United States and the European Union, respectively; that European regulatory authorities may require further studies or additional information prior to filing ▇▇▇▇ or may not approve such ▇▇▇▇, the expected timing of 1933, as amended, commercialization of AzaSite and Section 21E of BromSite in Europe; the Securities Exchange Act of 1934, as amended. These statements are not historical facts but rather are based on potential market size for AzaSite and BromSite in Europe; the Company’s current expectations, estimates plans to pursue regulatory approval for its product candidates; and projections regarding the potential indications for the Company’s businesspipeline drug candidates. Such statements entail a number of risks and uncertainties, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business includeincluding but not limited to: fluctuations in the price and availability of resins and other raw materials and our Company’s ability to pass any increased costs of raw materials on to our customers in a timely mannerobtain substantial additional funding; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality ability of the non-residential Company to file and residential construction markets receive approval for its BromSite NDA; and infrastructure spendingfor Nicox to file and receive approval of ▇▇▇▇ in Europe and the timing thereof; the risks of increasing competition in our existing Company’s reliance on Nicox to perform its obligations under the license agreement and future marketsto successfully develop, including competition from both manufacturers of high performance chicken obtain approval for, and turkey fryers, commercialize AzaSite and BromSite; that the effect of weather Company may not receive any milestone payments or seasonalityroyalties under the license agreement; the loss ability of any of our significant customersthe Company to enter into corporate collaborations for its product candidates; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our Company’s ability to expand into new geographic or its product marketsplatform including AzaSite Xtra; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls ability to compete effectively, either alone or through its partners, with other companies offering competing products or treatments; the Company’s ability to maintain and procedures, develop additional collaborations and discovering further weaknesses commercial agreements with corporate partners; its ability to adequately protect its intellectual property and to be free to operate with regard to the intellectual property of which we are not currently aware or which have not been detected others; and determinations by the FDA. Reference is made to the discussion of these and other risks and uncertainties described risk factors detailed in the Company’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K and its quarterly reports on Form 10-Q, under the caption “Risk Factors” and elsewhere in such reports. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the Any forward-looking statements contained in this press release. In light of or projections are based on the significant uncertainties inherent in the forward-looking limited information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that currently available to the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at allwhich is subject to change. Investors are cautioned not to place undue reliance on the Company’s Although any such forward-looking statements or projections and the Company factors influencing them will likely change, InSite Vision undertakes no obligation to publicly update or revise any forward-looking statements, whether information. Such information speaks only as a result of new information, future the date of its release. Actual events or otherwiseresults could differ materially and one should not unduly rely on such statements or information nor assume that the information provided in this release is still valid at any later date. AzaSite® and DuraSite® are registered trademarks of InSite Vision Incorporated. AzaSite Plus™, except as required by lawBromSite™, DexaSite™ and BromDex™ are trademarks of InSite Vision Incorporated. Investor / Media Contact xxxxx As Besivance® is a condition registered trademark of my employment with ArbitechBausch + Lomb Incorporated. InSite Vision ▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will EmploymentChief Financial Officer 510.747.1220 ▇▇▇▇@▇▇▇▇▇▇.▇▇▇ BCC Partners ▇▇▇▇▇ ▇. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.▇▇▇▇▇▇▇ 650.575.1509 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ 845.638.6290
Appears in 1 contract
Sources: Exclusive Licence and Development Agreement (Insite Vision Inc)
Forward-Looking Statements. Certain statements This prospectus supplement, the accompanying base prospectus, the documents incorporated by reference herein and therein, and any free writing prospectus that we have authorized for use in connection with this press release offering may be deemed to be contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These forward-looking statements are not include statements other than statements of historical facts but rather are based on contained or incorporated by reference in this prospectus supplement, including statements regarding (i) the Company’s current expectationsplans and objectives of management for future operations, estimates including those relating to the design, development and projections commercialization of exoskeleton products for humans, (ii) the manufacturing of our products and strengthening our supply chain, and potential opportunities for strategic partnerships, (iii) beliefs regarding the Company’s regulatory path for our products, including potential approvals required and timing of approvals, (iv) statements regarding the financial and operational impacts on our business following the completion of acquisitions, including our acquisition from Parker Hannifin Corporation of certain assets related to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Corporation's human motion control business, and software applications, support services and cloud environments related to such business in December 2022, (v) our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the SEC, (vi) our beliefs regarding the potential for commercial opportunities, including for exoskeleton technology and our exoskeleton products, and for strategic partnerships, (vii) our beliefs regarding potential clinical and other factors health benefits of our medical devices and (viii) the assumptions underlying or relating theretoto any statement described in points (i) through (vii) above. Words such as The words “may,” “will,” “couldmight,” “would,” “should,” “anticipatecould,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “expectsintend,” “intendsexpect,” “plansfuture,” “projects,” “believes,” “estimates,” “confident” and similar expressions (including the negative of any of the foregoing) are used intended to identify these forward-looking statements. Factors Those statements appear in this prospectus supplement, the accompanying base prospectus, any free writing prospectus and the documents incorporated herein and therein by reference, particularly in the sections captioned “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and include statements regarding the intent, belief or current expectations of our management that could cause actual results are subject to differ from those reflected in known and unknown risks, uncertainties and assumptions. You are cautioned that any such forward-looking statements relating to our operations are not guarantees of future performance and business include: fluctuations in the price involve risks and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and proceduresuncertainties, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described that actual results may differ materially from those projected in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained as a result of various factors. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. We may not actually achieve the plans, intentions or expectations disclosed in this press releaseour forward-looking statements and you should not place undue reliance on our forward-looking statements. In light of the significant uncertainties inherent The events and circumstances reflected in the forward-looking information included herein, the inclusion of such information should statements may not be regarded as a representation by the Company achieved or any other person that the Company’s expectations, objectives or plans will be achieved occur and actual results could differ materially from those projected in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements statements. Except as required by applicable law, including the securities laws of the United States and the Company undertakes no obligation rules and regulations of the SEC, we do not plan to publicly update or revise any forward-looking statementsstatements contained herein after we distribute this prospectus supplement or any free writing prospectus, as applicable, whether as a result of any new information, future events or otherwise. In addition, except statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company")date of this prospectus supplement, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements. This prospectus supplement and the information incorporated by reference herein and therein include trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus supplement are the property of their respective owners. This prospectus supplement and the documents incorporated by reference in consideration of my employment with this prospectus supplement and in the Company and my receipt accompanying base prospectus may contain market data that we obtain from industry sources. These sources do not guarantee the accuracy or completeness of the compensation now information. Although we believe that our industry sources are reliable, we do not independently verify the information. The market data may include projections that are based on a number of other projections. While we believe these assumptions to be reasonable and hereafter paid to me by Companysound as of the date of this prospectus supplement, I agree to actual results may differ from the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationprojections.
Appears in 1 contract
Sources: At the Market Offering Agreement
Forward-Looking Statements. Certain statements in this press release may be deemed to be This announcement contains ‘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. These statements are not historical facts but rather are information’ that is based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; date on which the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commissionwere made. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the This forward-looking information included hereinincludes, among other things, statements with respect to the inclusion Company’s business strategy, plans, development, objectives, performance, outlook, growth, cash flow, projections, targets and expectations, mineral reserves and resources, results of such exploration and related expenses. Generally, this forward-looking information should not can be regarded as a representation identified by the Company or any other person use of forward-looking terminology such as ‘outlook’, ‘anticipate’, ‘project’, ‘target’, ‘potential’, ‘likely’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘may’, ‘would’, ‘could’, ‘should’, ‘scheduled’, ‘will’, ‘plan’, ‘forecast’, ‘evolve’ and similar expressions. Persons reading this announcement are cautioned that such statements are only predictions, and that the Company’s expectationsactual future results or performance may be materially different. Forward- looking information is subject to known and unknown risks, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on uncertainties and other factors that may cause the Company’s actual results, level of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking statements information. Information in this “ASX Announcement” relating to Exploration Targets, Exploration Results, Mineral Resources or Ore Reserves has been compiled by ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ who is a Fellow & Chartered Professional of the Australian Institute of Mining and Metallurgy and is Chief Geologist of Megado Minerals Ltd. He has sufficient experience that is relevant to the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether types of deposits being explored for and qualifies as a result of new information, future events or otherwise, except Competent Person as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together defined in the "Company"), and in consideration of my employment with the Company and my receipt 2012 Edition of the compensation now “Australasian Code for Reporting of Exploration Results, Mineral Resources and hereafter paid to me by Company, I agree Ore Reserves” (JORC Code 2012 Edition). ▇▇ ▇▇▇▇▇▇ has consented to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationrelease of the announcement.
Appears in 1 contract
Sources: Acquisition Agreement
Forward-Looking Statements. Certain statements in this press release may be deemed to be This Press Release contains certain 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. These statements , which are not historical facts but rather are based on identified by the Company’s current expectations, estimates and projections regarding use of the Company’s business, operations and other factors relating thereto. Words such as words “maybelieve,” “expect,” “anticipate,” “estimate,” “will,” “couldcontemplate,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statementsthat contemplate future events. Factors that could cause actual results to differ from those reflected in Such forward-looking statements relating to our operations are based on management’s reasonable current assumptions and business include: fluctuations in the price expectations. Numerous important factors, risks and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operateuncertainties, including, without limitationbut not limited to, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition those contained in our existing documents and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings reports filed with the Securities and Exchange CommissionCommission (the “SEC”), affect our operating results and could cause our actual results, levels of activity, performance or achievement to differ materially from the results expressed or implied by these or any other forward-looking statements made by us or on our behalf. New risks There can be no assurance that future results will meet expectations. You should carefully review the cautionary statements described in the documents and uncertainties emerge reports we file from time to time with the SEC, specifically our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q and it is not possible for the Company to predict all risks and uncertainties that could have an impact our Current Reports on the forwardForm 8-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors K. Readers are cautioned not to place undue reliance on the Company’s any forward-looking statements and contained in this Press Release, which reflect management’s opinions only as of the Company undertakes date hereof. Except as required by law, we undertake no obligation to revise or publicly update or revise release the results of any revision to any forward-looking statements. This Partnership Unit and Share Purchase Agreement (this “Agreement”) is made as of January 22, whether 2014, by and among TNP Strategic Retail Advisor, LLC, a Delaware limited liability company (“TNP Advisor”), T▇▇▇▇▇▇▇ National Properties, LLC, a Delaware limited liability company (“T▇▇▇▇▇▇▇ LLC”), S▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as Trustee of the S▇▇▇▇▇ ▇. & A▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Living Trust, Sole & Sep Property of S▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (“M▇▇. ▇▇▇▇▇▇▇▇” and together with TNP Advisor and T▇▇▇▇▇▇▇ LLC, the “T▇▇▇▇▇▇▇ Parties”), Glenborough Property Partners, LLC, a result of new informationDelaware limited liability company (“Assignee”), future events or otherwiseand solely for the purpose Section 7 hereof, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with ArbitechStrategic Realty Trust, Inc., its subsidiaries, affiliates, successors or assigns a Maryland corporation (together the "“Company"”), solely in its capacity as the General Partner of Strategic Realty Operating Partnership, L.P., a Delaware limited partnership (the “OP”). The T▇▇▇▇▇▇▇ Parties, Assignee and in consideration of my employment with the Company and my receipt of are collectively referred to herein as the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information“Parties”.
Appears in 1 contract
Sources: Settlement Agreement (Strategic Realty Trust, Inc.)
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus, including the documents that we incorporate by reference, contains forward-looking statements within as that term is defined in the meaning federal securities laws. The events described in forward-looking statements contained in this prospectus, including the documents that we incorporate by reference, may not occur. Generally, these statements relate to our business plans or strategies, projected or anticipated benefits or other consequences of Section 27A our plans or strategies, financing plans, projected or anticipated benefits from acquisitions that we may make, or projections involving anticipated revenues, earnings or other aspects of the Securities Act of 1933, as amendedour operating results or financial position, and Section 21E the outcome of the Securities Exchange Act of 1934, as amendedany contingencies. These Any such forward-looking statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding of management. We intend for these forward- looking statements to be covered by the Company’s business, operations and other factors relating theretosafe-harbor provisions for forward-looking statements. Words such as “may,” “willexpect,” “could,” “would,” “shouldbelieve,” “anticipate,” “predictproject,” “potentialplan,” “intend,” “estimate,” and “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and their opposites and similar expressions are used intended to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control that may influence the accuracy of the statements and the projections upon which the statements are based. Factors that may affect our results include, but are not limited to, the risks and uncertainties discussed in the “Risk Factors” section on page 3 of this prospectus, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 or in other reports we file with the SEC. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of from new information, future events or otherwise. You should rely only on the information in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationyou should not rely upon it.
Appears in 1 contract
Sources: At the Market Offering Agreement
Forward-Looking Statements. Certain statements This prospectus and the information incorporated by reference in this press release may be deemed to be prospectus include “forward-looking statements statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These All statements, other than statements of historical facts, contained in this prospectus and the information incorporated by reference herein, including statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management, are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating theretoforward-looking statements. Words such as The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “target,” “potential,” “goals,” “will,” “couldwould,” “wouldcould,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The forward-looking statements in this prospectus include, among other things, statements about: • the timing and conduct of our clinical trial programs of our product candidates ARV-110 and ARV-471, including statements regarding the timing of initiation and completion of the clinical trials and the period during which the results of the clinical trials will become available; • the timing of, and our ability to obtain, marketing approval of ARV-110 and ARV-471, and the ability of ARV-110 and ARV-471 and our other product candidates to meet existing or future regulatory standards; • our plans to pursue research and development of other product candidates; • the potential advantages of our platform technology and our product candidates; • the extent to which our scientific approach and platform technology may potentially address a broad range of diseases; • the potential benefits of our arrangements with Yale University and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇; • the potential receipt of revenue from future sales of our product candidates; • the rate and degree of market acceptance and clinical utility of our product candidates; • our estimates regarding the potential market opportunity for our product candidates; • our sales, marketing and distribution capabilities and strategy; • our ability to establish and maintain arrangements for manufacture of our product candidates; • the potential achievement of milestones and receipt of payments under our collaborations; • our ability to enter into additional collaborations with third parties; • our intellectual property position; • our estimates regarding expenses, future revenues, capital requirements and needs for additional financing; • the impact of government laws and regulations; and • our competitive position. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Factors that Actual results or events could cause actual results to differ materially from those reflected the plans, intentions and expectations disclosed in the forward- looking statements we make. See the “Risk Factors” section of this prospectus for more information. Our forward-looking statements relating to our operations and business include: fluctuations in do not reflect the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss potential impact of any of our significant customers; future acquisitions, mergers, dispositions, joint ventures or investments we may make. You should read this prospectus and the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing documents incorporated by reference in this prospectus completely and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which understanding that our actual future results may be materially different from what we are expect. We do not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time assume any obligation to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the update any forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Sources: Equity Distribution Agreement
Forward-Looking Statements. Certain statements in This prospectus and any accompanying prospectus supplement, including the documents incorporated by reference into this press release may be deemed to be prospectus and any accompanying prospectus supplement, contain “forward-looking statements statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). Forward-looking statements provide our current expectations or forecasts of future events and are not statements of historical fact. These forward-looking statements are not historical facts but rather are based on the Company’s current expectationsinclude information about possible or assumed future events, estimates including, among other things, discussion and projections regarding the Company’s businessanalysis of our future financial condition, results of operations and funds from operations, our strategic plans and objectives, cost management, occupancy and leasing rates and trends, liquidity and ability to refinance our indebtedness as it matures, anticipated capital expenditures (and access to capital) required to complete projects, amounts of anticipated cash distributions to our stockholders in the future and other factors relating theretomatters. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continueanticipates,” “expects,” “intends,” “plans,” “projectswill,” “should,” “believes,” “seeks,” “estimates,” “confidentmay,” “provided,” “future,” “could,” “would,” “growth,” “if,” “possible,” “potential” and “likely” and variations of these words and similar expressions are used intended to identify these forward-looking statements. Factors that These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and/or could cause actual results to differ materially from those reflected expressed or forecasted in the forward-looking statements. Statements regarding the following subjects, among others, are forward-looking by their nature: • future re-leasing efforts; • our business and financing strategy; • effects of public health emergencies and pandemics on our business, results of operations, liquidity and financial condition; • our ability to continue to implement our business plan; • pending and future transactions; • our projected operating results and anticipated acquisitions; • our ability to obtain future financing arrangements; • estimates relating to our future distributions; • our understanding of our competition and our ability to compete effectively; • future market and industry trends; • future interest and insurance rates; • estimates of our future operating expenses, including payments to our Adviser (as defined herein) under the terms of our Advisory Agreement (as defined herein); • the impact of technology on our operations and business, including the risk of cyber-attacks, cyber-liability or potential liability for breaches of our privacy or information security systems; • projected cash requirements, including capital expenditures; and • future use of the proceeds of our Credit Facility (as defined below), mortgage notes payable, future stock offerings and other future capital resources, if any. Forward-looking statements involve inherent uncertainty and may ultimately prove to be incorrect or false. You are cautioned to not place undue reliance on forward-looking statements. Except as otherwise may be required by law, we undertake no obligation to update or revise forward-looking statements relating to reflect changed assumptions, the occurrence of unanticipated events or actual operating results. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to: • general volatility of the capital markets and the market price of our operations common and business include: fluctuations preferred stock; • inflation, rising interest rates and the recessionary conditions; • failure to maintain our qualification as a real estate investment trust (“REIT”) and in the price risk of changing laws that affect REITs; • risks associated with negotiation and availability consummation of resins pending and future transactions; • changes in our business strategy; • the adequacy of our cash reserves and working capital; • our failure to successfully integrate and operate acquired properties and operations; • defaults upon, early termination of or non-renewal of leases by tenants; • decreased rental rates or increased vacancy rates; • the degree and nature of our competition, including other raw materials real estate investment companies; • availability, terms and our deployment of capital, including the ability to pass maintain and borrow under our $125.0 million unsecured revolving credit facility, $160.0 million term loan facility, $60.0 million term loan facility, and $150.0 million term loan facility (together the “Credit Facility”), arrange for long-term mortgages on our properties, secure additional long-term lines of credit and raise equity capital; • our Adviser’s ability to identify, hire and retain highly-qualified personnel; • changes in our industry or the general economy; • changes in real estate and zoning laws and increases in real property tax rates; • changes in governmental regulations, tax rates and similar matters; • the national and global political environment, including foreign relations and trading policies; • the impact of health emergencies and pandemics, including the COVID-19 pandemic, on the economy and the capital markets, which may precipitate or exacerbate other risks and/or uncertainties; • environmental uncertainties and risks related to natural disasters; and • the loss of any increased costs of raw materials on our key officers, such as Mr. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, our chairman and chief executive officer, ▇▇. ▇▇▇▇▇ ▇▇▇ Brubaker, our vice chairman and chief operating officer, ▇▇. ▇▇▇▇▇▇ “▇▇▇▇” ▇▇▇▇▇▇, our president, or ▇▇. ▇▇▇▇ ▇▇▇▇▇▇, our chief financial officer. This list of risks and uncertainties, however, is only a summary of some of the most important factors to our customers us and is not intended to be exhaustive. You should carefully review the risks and information contained in, or incorporated by reference into, in a timely manner; volatility this prospectus or in general business and economic conditions in the markets in which we operateany accompanying prospectus supplement, including, without limitation, factors relating to availability of creditthe “Risk Factors” incorporated by reference herein from our Annual Report on Form 10-K for the year ended December 31, interest rates2021, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods reports and any future periods, any further delay in the filing of any filings information that we file with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange CommissionSEC from time to time. New risks and uncertainties factors may also emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements materially and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationadversely affect us.
Appears in 1 contract
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus and documents incorporated herein by reference contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements within involve a number of risks and uncertainties. We caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amendedforward-looking statement. These statements are based on current expectations of future events. Such statements include, but are not limited to, statements about future financial and operating results, plans, objectives, expectations and intentions, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management and other statements that are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating theretofacts. Words such as You can find many of these statements by looking for words like “believes,” “expects,” “anticipates,” “estimates,” “may,” “should,” “will,” “could,” “wouldplan,” “shouldintend,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and or similar expressions are used in this prospectus or in documents incorporated by reference into this prospectus . We intend that such forward-looking statements be subject to identify the safe harbors created thereby. Examples of these forward-looking statementsstatements include, but are not limited to: • progress and preliminary and future results of clinical trials conducted by us or our collaborators; • anticipated regulatory filings and requirements and future clinical trials conducted by us or our collaborators; • timing and amount of future contractual payments, product revenue and operating expenses; • market acceptance of our products and the estimated potential size of these markets; and • our anticipated future capital requirements and the terms of any capital financing agreements. Factors that could cause actual results to differ from those reflected in These forward-looking statements relating are based on the current beliefs and expectations of our management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results may differ materially from current expectations and projections. Factors that might cause such a difference include those discussed in Item 1A “Risk Factors” in our operations Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, as well as those discussed in this prospectus and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand documents incorporated by reference into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commissionthis prospectus. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors You are cautioned not to place undue reliance on these forward- looking statements, which speak only as of the Company’s date of this prospectus or, in the case of documents referred to or incorporated by reference, the date of those documents. All subsequent written or oral forward-looking statements and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the Company undertakes no cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events, except as may be required under applicable U.S. securities law. If we do update one or revise any more forward-looking statements, whether as a result of new information, future events no inference should be drawn that we will make additional updates with respect to those or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: Atother forward-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationlooking statements.
Appears in 1 contract
Forward-Looking Statements. Certain statements This prospectus and the information incorporated by reference in this press release may be deemed to be forward-prospectus include “forward- looking statements statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act Act. All statements contained or incorporated by reference herein, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of 1934management and expected market growth, as amendedother than statements of historical facts, are forward-looking statements. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “potential,” “will,” “couldwould,” “wouldcould,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Factors that Actual results or events could cause actual results to differ materially from those reflected the plans, intentions and expectations disclosed in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press releasewe make. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors You are cautioned not to place undue reliance on the Company’s that these forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are referenced in the Company undertakes section of any accompanying prospectus supplement entitled “Risk Factors.” You should also carefully review the risk factors and cautionary statements described in the other documents we file from time to time with the SEC, specifically our most recent Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. We undertake no obligation to publicly revise or update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as to the extent required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information.
Appears in 1 contract
Sources: Open Market Sale Agreement
Forward-Looking Statements. Certain statements in this press release may be deemed to be 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. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Investor / Media Contact xxxxx As ANNEVIA NON-COMPETE AND NDA This Non-Competition and Nondisclosure Agreement is entered into as of April 30, 2007 (the “Agreement Date”) among Annevia Systems International Corporation, a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns California corporation (together the "Company"“Seller”), Modification Sciences Corporation, a Massachusetts corporation (the “Guarantor”) and in consideration of my employment with Georges Research Group LLC, a Delaware limited liability company (the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information“Buyer”).
Appears in 1 contract
Sources: Executive Non Competition Agreement
Forward-Looking Statements. Certain statements in this press release This prospectus and the documents incorporated by reference herein contain, and any prospectus supplement and the documents incorporated therein may be deemed to be contain, forward-looking statements within that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this prospectus, any prospectus supplement or the meaning documents incorporated herein and therein by reference regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amendedmanagement are forward-looking statements. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will,” “could,would” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” or the negative of such terms and similar expressions are used intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such statements are based on assumptions and expectations that may not be realized and are inherently subject to risks, uncertainties and other factors, many of which cannot be predicted with accuracy and some of which might not even be anticipated. Any forward-looking statements should be considered in light of the risks and uncertainties referred to in this prospectus and in the section entitled “Risk Factors” in the Information Statement and subsequent filings with the SEC that are incorporated by reference in this prospectus. Any forward-looking statements represent our estimates only as of the date this prospectus is filed with the SEC and should not be relied upon as representing estimates as of any subsequent date. We do not assume any obligation to update any forward-looking statements. Factors that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass We disclaim any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather intention or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statementsstatement, whether as a result of new information, future events or otherwise. The forward-looking statements in this prospectus and the documents incorporated herein by reference include, except among other things, statements about: • whether the U.S. Food and Drug Administration, or FDA, will approve our amended new drug application, or NDA, for intravenous, or IV, meloxicam and, if approved, the labeling under any such approval that we may obtain; • our ability to operate as required by law. Investor / Media Contact xxxxx As a condition of my employment standalone company and execute our strategic priorities; • our relationships with ArbitechRecro Pharma, Inc., its subsidiariesor Recro, affiliatesthird parties, successors licensors, collaborators and our employees after the separation of Recro’s acute care business and transfer of such assets to us, or assigns (together the "Company")Separation; • potential indemnification liabilities we may owe to Recro after the Separation; • the tax treatment of the distribution to each Recro shareholder of one share of our common stock for every two andone-half shares of Recro common stock held of record at the close of business on the record date for the distribution, or the Distribution, and any limitations imposed upon us under the tax matters agreement that we entered into with Recro; • the effects of changes in consideration our effective tax rate due to changes in the mix of my employment earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, tax impacts and net operating loss utilization related to the acute care segment separation and changes in the tax laws. • our ability to successfully commercialize IV meloxicam, if approved; • our ability to generate sales and other revenues from IV meloxicam or any of our other product candidates, once approved, including setting an acceptable price for and obtaining adequate coverage and reimbursement of such products; • the results, timing and outcome of any future clinical studies of IV meloxicam or future clinical trials or preclinical studies of our other product candidates; • our ability to comply with the Company regulatory schemes applicable to our business and my receipt other regulatory developments in the United States and foreign countries; • the performance of third-parties upon which we depend, including third-party contract research organizations, and third-party suppliers, manufacturers, distributers and logistics providers; • our ability to obtain and maintain patent protection and defend our intellectual property rights against third-parties; • our ability to maintain our relationships and contracts with our key commercial partners; • our ability to defend the securities class action lawsuit filed against Recro, or any future material litigation filed against us; and • our ability to recruit or retain key scientific, technical, commercial, and management personnel or to retain our executive officers. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward- looking statements we make. We have included important factors in the cautionary statements included in this prospectus, particularly under “Risk Factors,” that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, collaborations or investments we may make. You should read this prospectus, any prospectus supplement and the documents that we incorporate by reference herein and therein completely and with the understanding that our actual future results may be materially different from what we expect. We are a pharmaceutical company primarily focused on developing and commercializing innovative products for acute care settings. We believe that we can bring valuable therapeutic options for patients, prescribers and payers, such as our lead product candidate, IV meloxicam, to the hospital and related acute care markets. We believe we can create value for our shareholders through the development, registration and commercialization of injectable meloxicam and our other pipeline product candidates. In addition to our pipeline, we continue to evaluate acquisition, out-licensing and in-licensing opportunities. In November 2019, Recro announced its plans to separate its acute care business from its contract manufacturing and development business through a pro rata distribution of our common stock to shareholders of Recro. In preparation for the Separation, Recro transferred the assets, liabilities and operations of its acute care business to us. On November 21, 2019, each Recro shareholder received one share of our common stock for every two and one-half shares of Recro common stock held of record at the close of business on November 15, 2019, the record date for the Distribution. Following the Distribution, we have operated as a separate, independent public company. Our lead product candidate is a proprietary injectable form of meloxicam, a long-acting preferential ▇▇▇-2 inhibitor. IV meloxicam has successfully completed three Phase III clinical trials, including two pivotal efficacy trials, a large double-blind Phase III safety trial and other safety studies for the management of moderate to severe pain. We believe that IV meloxicam compares favorably to competitive therapies in onset of pain relief, duration of pain relief, extent of pain relief and time to peak analgesic effect as well as that it has been well tolerated. We believe injectable meloxicam, as a non-opioid product, will overcome many of the compensation now issues associated with commonly prescribed opioid therapeutics, including respiratory depression, excessive nausea and hereafter paid vomiting, constipation, as well having no addiction potential, while maintaining analgesic, or pain relieving, effects. We are pursuing a Section 505(b)(2) regulatory strategy for IV meloxicam. In October 2019 we received written notification from the FDA that our appeal relating to me the New Drug Application, or NDA, seeking regulatory approval for IV meloxicam has been granted and we expect to resubmit the NDA with the FDA, including labeling and updated safety data, in the fourth quarter of 2019. Our pipeline also includes other early-stage product candidates, including two novel neuromuscular blocking agents, and a related proprietary chemical reversal agent and Dex-IN, a proprietary intranasal formulation of dexmedetomidine, an alpha-2 adrenergic agonist that we are evaluating for possible partnering. Our principal executive offices are located at ▇▇▇ ▇▇▇▇ ▇▇▇▇, Malvern, PA 19355, and our telephone number is (▇▇▇)▇▇▇-▇▇▇▇. Our website address is ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇. The information contained in, or accessible through, our website is not incorporated by Companyreference and does not constitute part of this prospectus. We make available free of charge on our website our annual, I agree quarterly and current reports, including amendments to such reports, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. Information contained on our website is not incorporated by reference into this prospectus or the accompanying prospectus supplement or free writing prospectus, and you should not consider information contained on our website as part of this prospectus or the accompanying prospectus supplement or free writing prospectus. We qualify as an “emerging growth company” as defined in the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other obligations that are otherwise applicable generally to public companies. These may include the following: At• reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; • exemption from the requirements for holding a non-Will Employmentbinding advisory vote on executive compensation or golden parachute arrangements; and • exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENTWe may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growth company. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANYWe will cease to be an emerging growth company on the date that is the earliest of (i) the last day of the fiscal year in which we have total gross annual revenues of $1.07 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the Distribution; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIMEIn addition, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSESection 102(b)(1) of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, AT THE OPTION EITHER OF THE COMPANY OR MYSELFor the Securities Act, WITH OR WITHOUT NOTICEfor complying with new or revised accounting standards. Confidential InformationWe have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we are subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain statements This announcement (including information incorporated by reference in this press release announcement), oral statements made regarding the Merger, and other information published by Barrick and Randgold contain statements which are, or may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933be, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify these forward-looking statements” (or “forward-looking information”), under applicable securities laws including for the purposes of the US Private Securities Litigation Reform Act of 1995. Factors that Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Barrick and Randgold about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from those reflected in the future results expressed or implied by the forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commissionstatements. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the The forward-looking statements contained in this press release. In light announcement include statements relating to the expected effects of the significant uncertainties inherent Merger on Barrick and Randgold, the expected timing and scope of the Merger and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects” or “does not expect”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Although Barrick and Randgold believe that the expectations reflected in such forward-looking statements are reasonable, Barrick and Randgold can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction of the Conditions and the ability to consummate the Merger, as well as additional factors, such as: risks relating to the Barrick Group’s and the Randgold Group’s credit rating; local and global political and economic conditions; the Barrick Group’s and the Randgold Group’s economic model and liquidity risks; fluctuations in the spot and forward price of gold, copper, or certain other commodities (such as silver, diesel fuel, natural gas, and electricity); financial services risk; the risks associated with ▇▇▇▇▇▇▇’▇ and Randgold’s brand, reputation and trust; environmental risks; safety and technology risks; the ability to realise the anticipated benefits of the Merger or implementing the business plan for the New Barrick Group, including as a result of a delay in completing the Merger or difficulty in integrating the businesses of the companies involved (including the retention of key employees); changes in or enforcement of national and local government legislation, taxation, controls or regulations and/or changes in the administration of laws, policies and practices, expropriation or nationalization of property and political or economic developments in Canada, the United States, the Democratic Republic of Congo, Mali and other jurisdictions in which the Barrick Group and Randgold Group carry on business or in which the New Barrick Group may carry on business in the future; lack of certainty with respect to foreign legal systems, corruption and other factors that are inconsistent with the rule of law; legal or regulatory developments and changes; the outcome of any litigation, arbitration or other dispute proceeding; the impact of any acquisitions or similar transactions; competition and market risks; the impact of foreign exchange rates; pricing pressures; the possibility that future exploration results will not be consistent with expectations; risks that exploration data may be incomplete and considerable additional work may be required to complete further evaluation, including but not limited to drilling, engineering and socioeconomic studies and investment; risk of loss due to acts of war, terrorism, sabotage and civil disturbances; contests over title to properties, particularly title to undeveloped properties, or over access to water, power and other required infrastructure; and business continuity and crisis management. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking information included herein, statements. Such forward-looking statements should therefore be construed in the inclusion light of such information should not be regarded as a representation by the Company factors. Neither Barrick nor Randgold, nor any of their respective associates or directors, officers or advisers, provides any other person representation, assurance or guarantee that the Company’s expectations, objectives occurrence of the events expressed or plans implied in any forward-looking statements in this announcement will be achieved in the timeframe anticipated or at allactually occur. Investors You are cautioned not to place undue reliance on the Company’s these forward-looking statements statements. Other than in accordance with their legal or regulatory obligations (including under the Listing Rules and the Company undertakes no obligation Disclosure and Transparency Rules of the FCA), neither Barrick nor Randgold is under any obligation, and Barrick and Randgold expressly disclaim any intention or obligation, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. No statement in this announcement is intended as a profit forecast, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors profit estimate or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationquantified financial benefits statement.
Appears in 1 contract
Forward-Looking Statements. Certain statements in this press release may be deemed to be This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contains 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 amendedamended (the “Exchange Act”). These Our forward-looking statements include, but are not historical facts but rather are based on the Companylimited to, statements regarding our or our management team’s current expectations, estimates and projections hopes, beliefs, intentions or strategies regarding the Company’s businessfuture. In addition, operations and any statements that refer to projections, forecasts or other factors relating theretocharacterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Words such as The words “anticipate,” “believe,” “could,” “expect,” “intends,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements involve a number of risks, uncertainties (some of which are used beyond our control) or other assumptions that may cause actual results or performance to identify be materially different from those expressed or implied by these forward-looking statements. Factors that could cause actual results to differ from those reflected in forwardForward-looking statements relating in this report may include, for example, statements about: • Our ability to effectively manage future growth and achieve operational efficiencies; • any inability of us to operate our operations and business include: fluctuations in the price and availability of resins and other raw materials Electron Launch Vehicle (“Electron”) at its anticipated launch rate, including due to any government action related to launch failure and our ability to pass any increased costs operate, could adversely impact our business, financial condition and results of raw materials operations; • our inability to develop our Neutron Launch Vehicle (“Neutron”) or significant delays in developing Neutron could adversely impact our business, financial condition and results of operations; • our inability to utilize our launch pads at our private launch complex in Mahia, New Zealand or at NASA’s Wallops Flight Facility, at Wallops Island, Virginia with sufficient frequency to support our launch cadence and future related revenue growth expectations; • our spacecraft, space systems or space system components failing to operate as intended could have a material adverse effect on to our customers in a timely mannerbusiness, financial condition and results of operations; volatility in general business and economic conditions • changes in the markets competitive and highly regulated industries in which we operate, includingvariations in operating performance across competitors, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations affecting our business and changes in our capital structure; • changes in governmental policies, priorities, regulations, including environmental laws mandates or funding for programs in which we or our customers participate, which could negatively impact our business; • loss of, or default by, one or more of our key customers or inability of customers to fund contractual commitments, which could result in a decline in future revenues, cancellation of contracted launches or space systems orders or termination or default of existing agreements; • the inability to comply with, and costs associated with complying, any applicable regulations, and specifically, U.S. government contract regulations, which could result in loss of contract opportunities, contract modifications or termination, assessment of penalties and fines, and suspension or debarment from U.S. government contracting or subcontracting; • success in retaining or recruiting, or changes required in, officers, key employees or directors, and our ability to project product mixattract and retain key personnel, including ▇▇▇▇▇ ▇▇▇▇, our President, Chief Executive Officer and Chairman; • defects in or failure of our products to operate in the risks associated with expected manner, including any launch failure, which could result in a loss of revenue, impact our current levels business, prospects and profitability, increase our insurance rates and damage our reputation and ability to obtain future customers; • inability or failure to protect intellectual property; • disruptions in the supply of indebtednesskey raw materials or components used to produce our products or increases in prices of raw materials; • the ability to implement our business plans, forecasts and other expectations, including the integration of recently acquired businesses, and to identify and realize additional opportunities; • the diversion of management’s attention and consumption of resources as a result of acquisitions of other companies and success in integrating and otherwise achieving the benefits of recent and potential acquisitions; • our inability to effectively integrate or benefit from recently purchased assets or businesses; • global inflation and interest rates; • impacts of the wars in Ukraine or Israel or other global conflicts; • fluctuations in foreign exchange rates; • the risk of downturns in government and commercial launch services and spacecraft industries; • our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay anticipate changes in the filing markets for rocket launch services, mission services, spacecraft and spacecraft components; • the inability or failure to comply with contractual requirements or covenants; • failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows; • any significant disruption in or unauthorized access to our computer systems or those of any filings with third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks; and • other factors detailed under the SEC; section of this prospectus supplement, the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected accompanying prospectus and the other documents incorporated by reference herein and therein titled “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Some of these risks and uncertainties described may in the Company’s filings with the Securities future be amplified by a global crises and/or any response to such a crisis and Exchange Commissionthere may be additional risks that we consider immaterial or which are unknown. New risks and uncertainties emerge from time to time and it It is not possible for the Company to predict or identify all risks and uncertainties that could have an impact on the such risks. It is not possible to predict or identify all such risks. The forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included hereinprospectus supplement, the inclusion accompanying prospectus and the documents incorporated by reference herein and therein are based on information available to us at the time of such information should not be regarded as a representation by the Company or any other person that the Company’s filing and current expectations, objectives or plans forecasts, assumptions and beliefs concerning future developments and their potential effects, and involve a number of judgments, risks and uncertainties. There can be no assurance that future developments affecting us will be achieved in the timeframe anticipated or at allthose that we have anticipated. Investors are cautioned not to place undue reliance on the Company’s Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and the Company undertakes no we do not undertake any obligation to publicly update or revise any forward-looking statementsstatements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Our Mission: We Open Access to Space to Improve Life on Earth. Rocket Lab is an end-to-end space company with an established track record of mission success. We deliver reliable launch services, spacecraft design services, spacecraft components, spacecraft manufacturing and other spacecraft and on-orbit management solutions that make it faster, easier and more affordable to access space. We believe that space has defined some of humanity’s greatest achievements and it continues to shape our future. We are motivated by lawthe impact we can have on Earth by making it easier to get to space and to use it as a platform for innovation, exploration and infrastructure. Investor / Media Contact xxxxx As a condition of my employment with ArbitechWe design and manufacture small and medium-class rockets, Inc., its subsidiaries, affiliates, successors or assigns (together spacecraft and spacecraft components and related software and services to support the "Company")space economy. Our launch services are used to place spacecraft into Earth orbit and escape trajectories, and utilize orbital launch vehicles that place payloads into a variety of planes/inclinations and altitude trajectories. Our space systems solutions are the building blocks for spacecraft, which includes composite structures, reaction wheels, star trackers, solar power solutions, radios, separation systems, and command and control spacecraft software. Our family of spacecraft product lines is configurable for a range of low Earth orbit, medium Earth orbit, geosynchronous orbit and interplanetary missions. On March 10, 2025, we entered into a non-binding term sheet with certain lenders (together, the “Lenders”) to acquire, subject to receipt of certain governmental approvals including those described herein, a controlling equity position in consideration Mynaric AG (“Mynaric”). Mynaric is a leading provider of my employment laser optical communications terminals for air, space, and mobile applications. The transaction is expected to close following the completion of ▇▇▇▇▇▇▇’s previously announced and pending StaRUG restructuring proceedings under German law, the completion of which would result in certain outstanding debt held by the Lenders converting into 100% of the equity of Mynaric (the “StaRUG Restructuring”) – subject to receipt of applicable regulatory approvals. The non-binding term sheet entered into with the Company and my receipt Lenders provides for a proposed acquisition of Mynaric by Rocket Lab following the completion of the compensation now StaRUG Restructuring on terms acceptable to Rocket Lab. After the completion of the StaRUG Restructuring and hereafter paid subject to me by Companyexecution of a definitive agreement, I agree Rocket Lab would acquire 100% of the outstanding equity interests of Mynaric. The initial purchase price is expected to be $75 million payable in either cash or shares of common stock of Rocket Lab, at Rocket Lab’s option, with the potential for additional earn-out consideration based on future revenue targets of the Mynaric business of up to an additional $75 million in shares of Rocket Lab common stock or cash, at Rocket Lab’s option. The initial closing purchase price will also be increased (and the potential earnout consideration correspondingly decreased) to the following: Atextent of any additional cash investment by the Lenders or their affiliates in Mynaric after completion of the StaRUG Restructuring and before the closing of the potential acquisition. The non-Will Employmentbinding term sheet provides for an exclusive negotiating period between Rocket Lab and the Lenders and is subject to completion of customary due diligence by us and the negotiation and entry into a definitive purchase agreement between the parties. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "ATThe definitive agreement will also include customary covenants, closing conditions, including required regulatory approvals, and termination rights. There can be no assurances that Rocket Lab will enter into a definitive agreement or complete the acquisition. Mynaric is not a party to the non-WILL" EMPLOYMENTbinding term sheet and Rocket Lab is not offering to acquire and will not acquire any of the currently outstanding equity interests of Mynaric AG. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANYAmong other conditions, the proposed acquisition will be conditioned on the completion of the StaRUG Restructuring and prior elimination of all such outstanding equity interests without any consideration, as contemplated by Mynaric’s previously announced StaRUG Restructuring plan. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIMEWe intend to use a portion of the net proceeds from this offering to finance the cash consideration payable by us for the Mynaric acquisition, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSEif any, AT THE OPTION EITHER OF THE COMPANY OR MYSELFand to pay fees and expenses related thereto. This offering is not contingent on the consummation of the Mynaric acquisition. See “Use of Proceeds.” Our corporate headquarters are located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, WITH OR WITHOUT NOTICELong Beach, California 90808, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Confidential InformationOur website is located at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇. We do not incorporate the information on or accessible through our website into this prospectus, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus.
Appears in 1 contract
Sources: Sales Agreement
Forward-Looking Statements. Certain This communication includes statements in concerning the Company and its future expectations, plans and prospects that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. For this press release purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify 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. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words by terms such as “"may,” " “will,” “could"should,” " “would,” “should"expects,” “anticipate" "plans,” “predict" "anticipates,” “" "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential,” “" or "continue," or the negative of these terms or other similar expressions. The forward-looking statements in this Current Report on Form 8-K are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and trends that it believes may affect its business, financial condition and results of operations. These forward-looking statements speak only as of the date of this and are subject to a number of risks, uncertainties and assumptions including, without limitation, uncertainties as to the timing of the tender offer and the completion of the proposed acquisition of the Company; the risk that the proposed acquisition may not be completed in a timely manner or at all; the possibility that competing offers or acquisition proposals for the Company will be made; uncertainty regarding how many of the Company’s stockholders will tender their shares in the tender offer; the possibility that any or all of the various conditions to the consummation of the tender offer, or the various closing conditions to the proposed acquisition may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities; the possibility of business disruptions due to transaction-related uncertainty; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the effects of the proposed acquisition (or the announcement thereof) on the trading price of the Company’s common stock; relationships with associates, customers, other business partners and key third parties, or governmental entities; transaction costs; risks that the proposed acquisition disrupts current plans and operations of the Company or adversely affects employee retention; the risk that stockholder litigation in connection with the proposed acquisition may result in significant costs of defense, indemnification and liability, or present risks to the timing or certainty of the closing of the transaction; the risk that the proposed acquisition of the Company will divert management’s attention from ongoing business operations; changes in the Company’s businesses during the period between announcement and closing of the proposed acquisition; and other risks and uncertainties including those identified under the heading “Risk Factors” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” in the Company’s most recent Annual Report on Form 10-K and similar expressions are used Quarterly Reports on Form 10-Q, each of which is filed with the SEC and available at w▇▇.▇▇▇.▇▇▇, and other filings that the Company may make with the SEC in the future, including the Schedule TO and related tender offer documents to identify be filed by Wonder and the Schedule 14D-9 to be filed by the Company. If one or more of these risks or uncertainties materialize, or if any of the Company’s assumptions prove incorrect, actual results may vary in material respects from those projected or anticipated in these forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties and are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statement made by the Company in this filing speaks only as of the date hereof. Factors or events that could cause actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time time, and it is not possible for the Company to predict all risks of them. The Company does not undertake and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or specifically disclaims any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statementsstatement, whether as a result of new information, future events developments or otherwise, except as may be required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationany applicable securities laws.
Appears in 1 contract
Forward-Looking Statements. Certain statements in this This press release may be deemed contains “forward-looking” statements that are based on our management’s beliefs and assumptions and on information currently available to be forwardmanagement. Forward-looking statements within include all statements other than statements of historical fact contained in this presentation, including information concerning our current and future financial performance, business plans and objectives, current and future clinical and preclinical development activities, timing and success of our ongoing and planned clinical trials and related data, the meaning timing of Section 27A announcements, updates and results of our clinical trials and related data, our ability to obtain and maintain regulatory approval, the Securities Act potential therapeutic benefits and economic value of 1933our product candidates, as amendedcompetitive position, industry environment and Section 21E of the Securities Exchange Act of 1934, as amendedpotential market opportunities. These statements are not historical facts but rather are based on the Company’s current expectations, estimates and projections regarding the Company’s business, operations and other factors relating thereto. Words such as The words “believe,” “may,” “will,” “couldestimate,” “would,” “shouldcontinue,” “anticipate,” “predictintend,” “potentialexpect,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used intended to identify these forward-looking statements. Factors Forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other factors including, but not limited to, those related to risks associated with the impact of COVID-19; the success, cost and timing of our product candidate development activities and ongoing and planned clinical trials; our plans to develop and commercialize targeted therapeutics; the progress of patient enrollment and dosing in our preclinical or clinical trials; the ability of our product candidates to achieve applicable endpoints in the clinical trials; the safety profile of our product candidates; the potential for data from our clinical trials to support a marketing application, as well as the timing of these events; our ability to obtain funding for our operations; development and commercialization of our product candidates; the timing of and our ability to obtain and maintain regulatory approvals; the rate and degree of market acceptance and clinical utility of our product candidates; the size and growth potential of the markets for our product candidates, and our ability to serve those markets; our commercialization, marketing and manufacturing capabilities and strategy; future agreements with third parties in connection with the commercialization of our product candidates; our expectations regarding our ability to obtain and maintain intellectual property protection; our dependence on third party manufacturers; the success of competing therapies or products that could are or may become available; our ability to attract and retain key scientific or management personnel; our ability to identify additional product candidates with significant commercial potential consistent with our commercial objectives; ; and our estimates regarding expenses, future revenue, capital requirements and needs for additional financing. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. Moreover, we operate in a very competitive and rapidly changing environment, and new risks may emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those reflected contained in any forward-looking statements relating to our operations we may make. In light of these risks, uncertainties and business include: fluctuations assumptions, the forward-looking events and circumstances discussed herein may not occur and actual results could differ materially and adversely from those anticipated or implied in the price and availability of resins and other raw materials and forward-looking statements. Although our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in management believes that the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition expectations reflected in our existing and forward-looking statements are reasonable, we cannot guarantee that the future marketsresults, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements activity, performance or events and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties circumstances described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at alloccur. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes We undertake no obligation to publicly update or revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events developments or otherwise, except as required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns D▇▇▇▇ ▇▇▇▇▇▇ d▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ J▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (together the "Company"▇▇▇), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT▇▇▇-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Information▇▇▇▇ J▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ J▇▇▇▇▇▇ ▇▇▇▇▇▇▇ m▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Appears in 1 contract
Sources: License and Supply Agreement (Coya Therapeutics, Inc.)
Forward-Looking Statements. Certain statements in this press This news release may be deemed to be includes forward-looking statements within the meaning of Section 27A applicable U.S. securities laws, which reflect management’s current views and estimates regarding the ability of the Securities Act parties to complete the proposed transaction and the expected timing of 1933completion of the proposed transaction, as amendedamong other matters. The words “anticipate”, “assume”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “future”, “guidance”, “imply”, “intend”, “may”, “outlook”, “plan”, “potential”, “predict”, “project”, and Section 21E similar terms and phrases are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. The Company cannot assure investors that future developments affecting the Company will be those that it has anticipated. Actual results may differ materially from these expectations due to uncertainties related to the timing and expected financing of the Securities Exchange Act tender offer and the merger; uncertainty surrounding how many of 1934NWHM’s stockholders will tender their shares in the tender offer; the possibility that any or all of the various conditions to the consummation of the tender offer, as amended. These statements are including the failure to receive required regulatory approvals from any applicable governmental entities, may not historical facts but rather are based on be satisfied or waived in a timely manner, if at all; the possibility of business disruptions due to transaction-related uncertainty; the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; and other risks and uncertainties including those identified under the heading “Risk Factors” in the Company’s current expectationsmost recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, estimates each of which are filed with the Securities and projections regarding Exchange Commission (“SEC”) and available at ▇▇▇.▇▇▇.▇▇▇, and other filings that the Company may make with the SEC in the future. If one or more of these risks or uncertainties materialize, or if any of the Company’s businessassumptions prove incorrect, operations and other factors relating thereto. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “confident” and similar expressions are used to identify the Company’s actual results may vary in material respects from those projected in these forward-looking statements. Any forward-looking statement made by the Company in this news release speaks only as of the date hereof. Factors or events that could cause the Company’s actual results to differ from those reflected in forward-looking statements relating to our operations and business include: fluctuations in the price and availability of resins and other raw materials and our ability to pass any increased costs of raw materials on to our customers in a timely manner; volatility in general business and economic conditions in the markets in which we operate, including, without limitation, factors relating to availability of credit, interest rates, fluctuations in capital and business and consumer confidence; cyclicality and seasonality of the non-residential and residential construction markets and infrastructure spending; the risks of increasing competition in our existing and future markets, including competition from both manufacturers of high performance chicken and turkey fryers, the effect of weather or seasonality; the loss of any of our significant customers; the risks of doing business internationally; the risks of conducting a portion of our operations through joint ventures; our ability to expand into new geographic or product markets; our ability to achieve the acquisition component of our growth strategy; the risk associated with manufacturing processes; our ability to manage our assets; the risks associated with our product warranties; our ability to manage our supply purchasing and customer credit policies; the risks associated with our self-insured programs; our ability to control labor costs and to attract, train and retain highly-qualified employees and key personnel; our ability to protect our intellectual property rights; changes in laws and regulations, including environmental laws and regulations; our ability to project product mix; the risks associated with our current levels of indebtedness; our ability to meet future capital requirements and fund our liquidity needs; the risk that additional information may arise that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial data for certain prior periods and any future periods, any further delay in the filing of any filings with the SEC; the review of potential weaknesses or deficiencies in the Company’s disclosure controls and procedures, and discovering further weaknesses of which we are not currently aware or which have not been detected and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. New risks and uncertainties emerge from time to time time, and it is not possible for the Company to predict all risks of them. The Company does not undertake and uncertainties that could have an impact on the forward-looking statements contained in this press release. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or specifically disclaims any other person that the Company’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. Investors are cautioned not to place undue reliance on the Company’s forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statementsstatement, whether as a result of new information, future events developments or otherwise, except as may be required by law. Investor / Media Contact xxxxx As a condition of my employment with Arbitech, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following: At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS FOR AN UNSPECIFIED DURATION AND CONSTITUTES "AT-WILL" EMPLOYMENT. I ALSO UNDERSTAND THAT ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND NOT VALID UNLESS OBTAINED IN WRITING AND SIGNED BY THE PRESIDENT OF THE COMPANY. I ACKNOWLEDGE THAT THIS EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE. Confidential Informationany applicable securities laws.
Appears in 1 contract
Sources: Merger Agreement (New Home Co Inc.)