Common use of looking Statements Clause in Contracts

looking Statements. This announcement contains forward-looking statements within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by words such as “will,” “plans,” “expects,” “long-term,” “priorities,” “pipeline,” “could,” “accelerate,” “potential,” “believe,” “first-in-class,” “designed to,” “objective,” “guidance,” “pursue,” or similar terms, or by express or implied discussions regarding potential drug candidates, potential indications for drug candidates, or regarding potential future revenues from any such drug candidates; potential shareholder returns; or regarding any potential financial or other impact on Chi-Med of our acceleration of the savolitinib global development program; or regarding any potential financial or other impact on Chi-Med of the amendment to the co-development agreement with AstraZeneca; or by discussions of strategy, plans, expectations or intentions. You should not place undue reliance on these statements. Such forward-looking statements are based on the current beliefs and expectations of management regarding future events, and are subject to significant known and unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements. There can be no guarantee that any of our drug candidates will be approved for sale in any market, or that any approvals which are obtained will be obtained at any particular time, or that any such drug candidates will achieve any particular revenue levels. In particular, management’s expectations could be affected by, among other things: unexpected regulatory actions or delays or government regulation generally; the uncertainties inherent in research and development, including the inability to meet our key study assumptions regarding enrollment rates, timing and availability of subjects meeting a study’s inclusion and exclusion criteria and funding requirements, changes to clinical protocols, unexpected adverse events or safety, quality or manufacturing issues; the inability of a drug candidate to meet the primary or secondary endpoint of a study; the inability of a drug candidate to obtain regulatory approval in different jurisdictions or gain commercial acceptance after obtaining regulatory approval; global trends toward health care cost containment, including ongoing pricing pressures; uncertainties regarding actual or potential legal proceedings, including, among others, actual or potential product liability litigation, litigation and investigations regarding sales and marketing practices, intellectual property disputes, and government investigations generally; and general economic and industry conditions, including uncertainties regarding the effects of the persistently weak economic and financial environment in many countries and uncertainties regarding future global exchange rates. For further discussion of these and other risks, see Chi-Med’s filings with the U.S. Securities and Exchange Commission and on AIM. Chi-Med is providing the information in this announcement as of this date and does not undertake any obligation to update any forward-looking statements as a result of new information, future events or otherwise.

Appears in 1 contract

Sources: Co Development Agreement (Hutchison China MediTech LTD)

looking Statements. Before purchasing any of the Series A Preferred Stock, you should carefully read and consider the risk factors described in this Memorandum. An investment in the Securities involves a high degree of risk. If any of the risks or uncertainties described in this Memorandum occurs, you could lose all of your investment in the Securities. This announcement contains Memorandum includes forward-looking statements. Forward-looking statements within give the meaning Company's current expectations or forecasts of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995future events. These Words such as "expect," "may," "anticipate," "intend," "would," "plan," "believe," "estimate," "should," and similar words and expressions identify forward-looking statements. Forward-looking statements can be identified by words such as “will,” “plans,” “expects,” “long-term,” “priorities,” “pipeline,” “could,” “accelerate,” “potential,” “believe,” “first-in-class,” “designed to,” “objective,” “guidance,” “pursue,” or similar terms, or by in the Memorandum include express or implied discussions regarding potential drug candidatesstatements concerning the Company's future revenues, potential indications for drug candidatesexpenditures, or regarding potential future revenues from any such drug candidates; potential shareholder returns; or regarding any potential financial capital or other impact on Chi-Med of our acceleration funding requirements, the adequacy of the savolitinib global development program; or regarding any potential financial or other impact on Chi-Med Company's current cash and working capital, demand for the Company's product offerings, expansion of the amendment Company's business through acquisitions or organic expansion, the Company's ability to protect its intellectual property, the co-development agreement Company's continued compliance with AstraZeneca; or by discussions of strategygovernment regulations and the Company's competition, plans, expectations or intentionsas well as future economic and other conditions both generally and in the Company's specific geographic and product markets. You should not place undue reliance on these statements. Such forward-looking These statements are based on the current Company's estimates, projections, beliefs and expectations of management regarding future events, assumptions and are subject to significant known and unknown risks and uncertaintiesnot guarantees of future performance. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in The Company cautions that the forward-looking statements. There can be no guarantee that any of our drug candidates will be approved for sale in any market, or that any approvals which are obtained will be obtained at any particular time, or that any such drug candidates will achieve any particular revenue levels. In particular, management’s expectations could be affected by, among other things: unexpected regulatory actions or delays or government regulation generally; the uncertainties inherent in research and development, including the inability to meet our key study assumptions regarding enrollment rates, timing and availability of subjects meeting a study’s inclusion and exclusion criteria and funding requirements, changes to clinical protocols, unexpected adverse events or safety, quality or manufacturing issues; the inability of a drug candidate to meet the primary or secondary endpoint of a study; the inability of a drug candidate to obtain regulatory approval in different jurisdictions or gain commercial acceptance after obtaining regulatory approval; global trends toward health care cost containment, including ongoing pricing pressures; uncertainties regarding actual or potential legal proceedings, includingrisk factors described herein, among others, could cause the Company's actual results to differ materially from those expressed in forward-looking statements made by or potential product liability litigationon behalf of the Company in this Memorandum, litigation press releases, communications with investors and investigations regarding sales oral statements. Any of these risk factors, among others, also could, among other materially adverse consequences; negatively impact the Company's operating results and marketing practices, intellectual property disputesfinancial condition, and government investigations generally; and general economic and industry conditions, including uncertainties regarding even result in the effects failure of the persistently weak economic and financial environment in many countries and uncertainties regarding future global exchange ratesCompany. For further discussion of these and other risks, see ChiThe Company's forward-Med’s filings with the U.S. Securities and Exchange Commission and on AIM. Chi-Med is providing the information in this announcement looking statements relate only to events as of this the date and does not undertake any on which the statements are made. The Company undertakes no obligation to publicly update any forward-looking statements statements, whether as a result of new information, future events or otherwise, even if experience or future changes make it clear that any projected results or events expressed or implied therein will not be realized.

Appears in 1 contract

Sources: Asset Purchase Agreement (True Nature Holding, Inc.)

looking Statements. This announcement contains The Company makes forward-looking statements within in this report and may make such statements in future filings with the meaning Securities and Exchange Commission. It may also make forward-looking statements in its press releases or other public or shareholder communications. The Company's forward-looking statements are subject to risks and uncertainties and include information about its expectations and possible or assumed future results of operations. When the Company uses any of the “safe harbor” provisions words "believes," "expects," "anticipates," "estimates" or similar expressions, it is making forward-looking statements. The Company claims the protection of the U.S. safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 19951995 for all of its forward-looking statements. These forward-looking statements can be identified by words such represent the Company's outlook only as “will,” “plans,” “expects,” “long-term,” “priorities,” “pipeline,” “could,” “accelerate,” “potential,” “believe,” “first-in-class,” “designed to,” “objective,” “guidance,” “pursue,” or similar terms, or by express or implied discussions regarding potential drug candidates, potential indications for drug candidates, or regarding potential future revenues from any such drug candidates; potential shareholder returns; or regarding any potential financial or other impact on Chi-Med of our acceleration of the savolitinib global development program; or regarding any potential financial or other impact on Chi-Med date of this report. While the amendment to the co-development agreement with AstraZeneca; or by discussions of strategy, plans, expectations or intentions. You should not place undue reliance on these statements. Such Company believes that its forward-looking statements are reasonable, actual results could differ materially since the statements are based on the our current beliefs and expectations of management regarding future eventsexpectations, and which are subject to significant known and unknown risks and uncertainties. Should one or more Factors that might cause such a difference include, but are not limited to, the following: - the Company's potential inability to accurately forecast and estimate future collections and historical collection rates, - increased competition from traditional financing sources and from non-traditional lenders, - the unavailability of these risks or uncertainties materializefunding at competitive rates of interest, or should underlying assumptions prove incorrect- the Company's potential inability to continue to obtain third party financing on favorable terms, actual results may vary materially from those set forth - the Company's potential inability to generate sufficient cash flow to service its debt and fund its future operations, - adverse changes in applicable laws and regulations, - adverse changes in economic conditions, - adverse changes in the forwardautomobile or finance industries or in the non-looking statements. There can be no guarantee that any of our drug candidates will be approved for sale in any prime consumer finance market, or that any approvals which are obtained will be obtained at any particular time, or that any such drug candidates will achieve any particular revenue levels. In particular, management’s expectations could be affected by, among other things: unexpected regulatory actions or delays or government regulation generally; - the uncertainties inherent in research and development, including the Company's potential inability to meet our maintain or increase the volume of Loans, - the Company's potential inability to accurately estimate the residual values of the lease vehicles, - an increase in the amount or severity of litigation against the Company, - the loss of key study assumptions regarding enrollment rates, timing and availability of subjects meeting a study’s inclusion and exclusion criteria and funding requirements, changes to clinical protocols, unexpected adverse events or safety, quality or manufacturing issues; the inability of a drug candidate to meet the primary or secondary endpoint of a study; the inability of a drug candidate to obtain regulatory approval in different jurisdictions or gain commercial acceptance after obtaining regulatory approval; global trends toward health care cost containment, including ongoing pricing pressures; uncertainties regarding actual or potential legal proceedings, including, among others, actual or potential product liability litigation, litigation and investigations regarding sales and marketing practices, intellectual property disputesmanagement personnel, and government investigations generally; - the effect of terrorist attacks and general economic potential attacks. Other factors not currently anticipated by management may also materially and industry conditions, including uncertainties regarding adversely affect the effects Company's results of the persistently weak economic and financial environment in many countries and uncertainties regarding future global exchange ratesoperations. For further discussion of these and other risks, see Chi-Med’s filings with the U.S. Securities and Exchange Commission and on AIM. Chi-Med is providing the information in this announcement as of this date and The Company does not undertake undertake, and expressly disclaims any obligation obligation, to update any or alter its forward-looking statements whether as a result of new information, future events or otherwise., except as required by applicable law. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK‌ The information called for by Item 7A is incorporated by reference from the information in Item 7 under the caption "Market Risk" in this Form 10-K. INDEPENDENT AUDITORS' REPORT To the Board of Directors and Shareholders Credit Acceptance Corporation We have audited the accompanying consolidated balance sheets of Credit Acceptance Corporation and subsidiaries (the "Company") as of December 31, 2003 and 2002, and the related consolidated statements of income, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 1, during 2003 the Company changed its method of accounting for stock-based compensation by adopting the fair value method prescribed by Statement of Financial Accounting Standard (SFAS) No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, with retroactive restatement of all prior periods. Detroit, Michigan February 26, 2004 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA‌ CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2003 2002 (DOLLARS IN THOUSANDS) Cash and cash equivalents................................... $ 36,044 $ 13,466 Investments -- held to maturity............................. -- 173 Loans receivable............................................ 872,970 770,069 Allowance for credit losses................................. (17,615) (20,991) Loans receivable, net.................................. 855,355 749,078 Investment in operating leases, net......................... 4,447 17,879 Floorplan receivables, net.................................. Notes receivable, net (including $1,583 and $1,513 from 2,449 4,450

Appears in 1 contract

Sources: Annual Report

looking Statements. This announcement contains Offering Circular includes forward-looking statements. Such statements within are not necessarily based on historical facts, but they are statements concerning future expectations. Forward-looking statements have been set forth in several parts of this Offering Circular, such as under the meaning headlines “Summary”, “Risk factors”, “Merger of YIT and Lemminkäinen – Background for the Merger”, “YIT’s capitalization and indebtedness”, “Merger of YIT and Lemminkäinen”, “Information on the Combined Company”, “Information on YIT” and “Information on Lemminkäinen” as well as in other such parts of this Offering Circular which contain information on the Combined Company’s business-related future results, plans and expectations, including its strategic plans, plans on future growth and profitability, and general financial situation. Such statements are based on perceptions and assumptions of the management of YIT and Lemminkäinen and information currently available for the management of YIT and Lemminkäinen, and thus such statements may be considered as forward-looking statements. Among others, statements that include the words safe harborbelieve”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “assume”, “may”, “aim”, “couldprovisions of the U.S. Private Securities Litigation Reform Act of 1995or other similar verbs or expressions may be considered as forward-looking statements. These Other forward-looking statements can be identified by words from the context in which such as “will,” “plans,” “expects,” “longstatements have been made. These forward-term,” “priorities,” “pipeline,” “could,” “accelerate,” “potential,” “believe,” “first-in-class,” “designed to,” “objective,” “guidance,” “pursue,” or similar terms, or by express or implied discussions regarding potential drug candidates, potential indications for drug candidates, or regarding potential future revenues from any such drug candidates; potential shareholder returns; or regarding any potential financial or other impact looking statements are being based on Chi-Med of our acceleration of the savolitinib global development program; or regarding any potential financial or other impact on Chi-Med of the amendment to the co-development agreement with AstraZeneca; or by discussions of strategy, present plans, estimates, forecasts and expectations or intentionswhich in turn rest on certain expectations that are currently justifiable but may turn out to be incorrect. You As forward-looking statements are being based on expectations, they are often associated with risks and factors of uncertainty. Shareholders should not place undue reliance rely on these forward-looking statements. Numerous factors of uncertainty may cause the Combined Company’s actual results of operations or its financial position to differ materially from the results of operations or financial position that are expressly described in or may be concluded from the forward-looking statements included in the Offering Circular. Such forward-looking statements are based on the current beliefs and expectations of management regarding future events, and are subject to significant involve known and unknown risks, uncertainties and other important factors that could cause the actual results, level of performance or achievements of the Combined Company, or industry results, to differ even materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Examples of these risks, uncertainties and other factors are included in the section titled “Risk factors” in this Offering Circular. The aforesaid list is not exhaustive and new risks and uncertaintiesmay emerge from time to time. Should one or more of these or other risks or uncertainties materialize, or should any underlying assumptions prove to be incorrect, the Combined Company’s actual results may vary of operations or financial position could differ materially from those set forth what has been described as expected, believed, estimated or anticipated in this Offering Circular. INFORMATION DERIVED FROM THIRD PARTY SOURCES Where certain information contained in this Offering Circular has been derived from third party sources, such sources have been identified herein. YIT confirms that such third party information (with the exception of information concerning Lemminkäinen as stated above) has been accurately reproduced in the forward-looking statementsOffering Circular and that as far as YIT is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. There can be no guarantee Where certain information contained in this Offering Circular relating to Lemminkäinen has been derived from third party sources, such sources have been identified herein. Lemminkäinen confirms that any of our drug candidates will be approved for sale in any market, or that any approvals information which are obtained will be obtained at any particular time, or that any such drug candidates will achieve any particular revenue levels. In particular, management’s expectations could be affected by, among other things: unexpected regulatory actions or delays or government regulation generally; the uncertainties inherent in research has been derived from third party sources relating to Lemminkäinen as stated above and development, including the inability to meet our key study assumptions regarding enrollment rates, timing and availability of subjects meeting a study’s inclusion and exclusion criteria and funding requirements, changes to clinical protocols, unexpected adverse events or safety, quality or manufacturing issues; the inability of a drug candidate to meet the primary or secondary endpoint of a study; the inability of a drug candidate to obtain regulatory approval in different jurisdictions or gain commercial acceptance after obtaining regulatory approval; global trends toward health care cost containment, including ongoing pricing pressures; uncertainties regarding actual or potential legal proceedings, including, among others, actual or potential product liability litigation, litigation and investigations regarding sales and marketing practices, intellectual property disputes, and government investigations generally; and general economic and industry conditions, including uncertainties regarding the effects of the persistently weak economic and financial environment in many countries and uncertainties regarding future global exchange rates. For further discussion of these and other risks, see Chi-Med’s filings with the U.S. Securities and Exchange Commission and on AIM. Chi-Med is providing the information contained in this announcement Offering Circular has been accurately reproduced in the Offering Circular and that as of this date far as Lemminkäinen is aware and does not undertake any obligation is able to update any forward-looking statements as a result of new informationascertain from information published by that third party, future events no facts have been omitted which would render the reproduced information inaccurate or otherwisemisleading.

Appears in 1 contract

Sources: Merger Agreement (Yit Oyj)

looking Statements. This announcement contains Any statements in this press release about Ophthotech’s future expectations, plans and prospects constitute forward-looking statements within the meaning for purposes of the safe harbor” harbor provisions of under the U.S. Private Securities Litigation Reform Act of 1995. These forwardForward-looking statements can be identified by include any statements about Ophthotech’s strategy, future operations and future expectations and plans and prospects for Ophthotech, and any other statements containing the words such as “anticipate,” “believe,” “estimate,” “expect,” “intend”, “goal,” “may”, “might,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “plans,” “expects,” “long-term,” “priorities,” “pipelinewould,” “could,” “accelerateshould,” “potentialcontinue,” “believe,” “first-in-class,” “designed to,” “objective,” “guidance,” “pursue,” or and similar termsexpressions. In this press release, or by express or implied discussions regarding potential drug candidatesOphthotech’s forward looking statements include statements about the anticipated receipt of payments under its licensing and commercialization agreement with Novartis, potential indications for drug candidates, or regarding potential future revenues from any such drug candidates; potential shareholder returns; or regarding any potential financial or other impact on Chi-Med of our acceleration the conduct of the savolitinib global ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ clinical program, including obtaining initial, top-line data from the ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇ clinical program and seeking marketing approval for Fovista, the potential of Fovista as a wet AMD combination therapy and the development program; or regarding any potential financial or other impact on Chiof new drug-Med of the amendment to the co-development agreement with AstraZeneca; or by discussions of strategy, plans, expectations or intentions. You should not place undue reliance on these statementsdelivery technologies. Such forward-looking statements are based on the current beliefs and expectations of management regarding future events, and are subject to significant known and unknown involve substantial risks and uncertainties. Should one uncertainties that could cause Ophthotech’s clinical development programs, future results, performance or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially achievements to differ significantly from those set forth in express or implied by the forward-looking statements. There can be no guarantee that any of our drug candidates will be approved for sale in any market, or that any approvals which are obtained will be obtained at any particular time, or that any such drug candidates will achieve any particular revenue levels. In particular, management’s expectations could be affected by, among other things: unexpected regulatory actions or delays or government regulation generally; the Such risks and uncertainties inherent in research and development, including the inability to meet our key study assumptions regarding enrollment rates, timing and availability of subjects meeting a study’s inclusion and exclusion criteria and funding requirements, changes to clinical protocols, unexpected adverse events or safety, quality or manufacturing issues; the inability of a drug candidate to meet the primary or secondary endpoint of a study; the inability of a drug candidate to obtain regulatory approval in different jurisdictions or gain commercial acceptance after obtaining regulatory approval; global trends toward health care cost containment, including ongoing pricing pressures; uncertainties regarding actual or potential legal proceedings, includinginclude, among others, actual or potential product liability litigation, litigation those related to the initiation and investigations regarding sales and marketing practices, intellectual property disputes, and government investigations generally; and general economic and industry conditionsconduct of clinical trials, including uncertainties regarding Ophthotech’s ability to satisfy certain patient enrollment milestones, availability of data from clinical trials, expectations for regulatory approvals or other actions, including the effects receipt of regulatory approvals outside of the persistently weak economic United States which would trigger the receipt of certain milestone payments, Ophthotech’s ability to comply with its obligations under and financial environment in many countries otherwise maintain its licensing and uncertainties regarding future global exchange rates. For further discussion of these commercialization agreement with Novartis and other risks, see Chi-Med’s filings factors discussed in the “Risk Factors” section contained in the quarterly and annual reports that Ophthotech files with the U.S. Securities and Exchange Commission and on AIMSEC. Chi-Med is providing the information in this announcement as of this date and does not undertake any obligation to update any Any forward-looking statements represent Ophthotech’s views only as a result of new informationthe date of this press release. Ophthotech anticipates that subsequent events and developments will cause its views to change. While Ophthotech may elect to update these forward-looking statements at some point in the future, future events or otherwiseOphthotech specifically disclaims any obligation to do so.

Appears in 1 contract

Sources: Licensing and Commercialization Agreement (Ophthotech Corp.)

looking Statements. This announcement contains Any statements in this press release about Ophthotech’s future expectations, plans and prospects constitute forward-looking statements within the meaning for purposes of the safe harbor” harbor provisions of under the U.S. Private Securities Litigation Reform Act of 1995. These forwardForward-looking statements can be identified by include any statements about Ophthotech’s strategy, future operations and future expectations and plans and prospects for Ophthotech, and any other statements containing the words such as “anticipate,” “believe,” “estimate,” “expect,” “intend”, “goal,” “may”, “might,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “plans,” “expects,” “long-term,” “priorities,” “pipelinewould,” “could,” “accelerateshould,” “potentialcontinue,” “believe,” “first-in-class,” “designed to,” “objective,” “guidance,” “pursue,” or and similar termsexpressions. In this press release, or by express or implied discussions regarding potential drug candidatesOphthotech’s forward looking statements include statements about the anticipated receipt of payments under its licensing and commercialization agreement with Novartis, potential indications for drug candidates, or regarding potential future revenues from any such drug candidates; potential shareholder returns; or regarding any potential financial or other impact on Chi-Med of our acceleration the conduct of the savolitinib global Fovista Phase 3 clinical program, including obtaining initial, top-line data from the Fovista Phase 3 clinical program and seeking marketing approval for Fovista, the potential of Fovista as a wet AMD combination therapy and the development program; or regarding any potential financial or other impact on Chiof new drug-Med of the amendment to the co-development agreement with AstraZeneca; or by discussions of strategy, plans, expectations or intentions. You should not place undue reliance on these statementsdelivery technologies. Such forward-looking statements are based on the current beliefs and expectations of management regarding future events, and are subject to significant known and unknown involve substantial risks and uncertainties. Should one uncertainties that could cause Ophthotech’s clinical development programs, future results, performance or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially achievements to differ significantly from those set forth in express or implied by the forward-looking statements. There can be no guarantee that any of our drug candidates will be approved for sale in any market, or that any approvals which are obtained will be obtained at any particular time, or that any such drug candidates will achieve any particular revenue levels. In particular, management’s expectations could be affected by, among other things: unexpected regulatory actions or delays or government regulation generally; the Such risks and uncertainties inherent in research and development, including the inability to meet our key study assumptions regarding enrollment rates, timing and availability of subjects meeting a study’s inclusion and exclusion criteria and funding requirements, changes to clinical protocols, unexpected adverse events or safety, quality or manufacturing issues; the inability of a drug candidate to meet the primary or secondary endpoint of a study; the inability of a drug candidate to obtain regulatory approval in different jurisdictions or gain commercial acceptance after obtaining regulatory approval; global trends toward health care cost containment, including ongoing pricing pressures; uncertainties regarding actual or potential legal proceedings, includinginclude, among others, actual or potential product liability litigation, litigation those related to the initiation and investigations regarding sales and marketing practices, intellectual property disputes, and government investigations generally; and general economic and industry conditionsconduct of clinical trials, including uncertainties regarding Ophthotech’s ability to satisfy certain patient enrollment milestones, availability of data from clinical trials, expectations for regulatory approvals or other actions, including the effects receipt of regulatory approvals outside of the persistently weak economic United States which would trigger the receipt of certain milestone payments, Ophthotech’s ability to comply with its obligations under and financial environment in many countries otherwise maintain its licensing and uncertainties regarding future global exchange rates. For further discussion of these commercialization agreement with Novartis and other risks, see Chi-Med’s filings factors discussed in the “Risk Factors” section contained in the quarterly and annual reports that Ophthotech files with the U.S. Securities and Exchange Commission and on AIMSEC. Chi-Med is providing the information in this announcement as of this date and does not undertake any obligation to update any Any forward-looking statements represent Ophthotech’s views only as a result of new informationthe date of this press release. Ophthotech anticipates that subsequent events and developments will cause its views to change. While Ophthotech may elect to update these forward- looking statements at some point in the future, future events or otherwiseOphthotech specifically disclaims any obligation to do so.

Appears in 1 contract

Sources: Licensing Agreement

looking Statements. This announcement communication contains forward-looking statements within the meaning regarding ▇▇▇▇▇’▇ proposed acquisition of Adverum, regarding prospective benefits of the “safe harbor” provisions proposed acquisition and Adverum’s gene editing programs for retinal disease, regarding potential contingent consideration amounts and terms, regarding the anticipated occurrence, manner and timing of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by words such as “will,” “plans,” “expects,” “long-term,” “priorities,” “pipeline,” “could,” “accelerate,” “potential,” “believe,” “first-in-class,” “designed to,” “objective,” “guidance,” “pursue,” or similar terms, or by express or implied discussions regarding potential drug candidates, potential indications for drug candidates, or regarding potential future revenues from any such drug candidates; potential shareholder returns; or regarding any potential financial or other impact on Chi-Med of our acceleration proposed tender offer and the closing of the savolitinib global development program; or proposed acquisition, regarding any Adverum’s cash runway and prospects, regarding the potential financial or other impact on Chi-Med availability of financing under the amendment Promissory Note to the co-development agreement with AstraZeneca; or by discussions of strategyAdverum, plans, expectations or intentions. You should not place undue reliance on these statements. Such forward-looking statements are based on the current beliefs regarding Adverum’s product candidates and expectations of management regarding future eventsongoing clinical and preclinical development, and regarding ▇▇▇▇▇’▇ development of programs for ophthalmology and advancement of gene therapies. All statements other than statements of historical fact are subject to significant known and unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the statements that could be deemed forward-looking statements. There Forward-looking statements involve inherent risks and uncertainties, including with respect to consummating the proposed acquisition and any competing offers or acquisition proposals for Adverum, drug research, development and commercialization, Adverum’s prospects, uncertainties as to how many of Adverum’s stockholders will tender their stock in the tender offer, the effects of the proposed acquisition (or the announcement thereof) on Adverum’s stock price, relationships with key third parties or governmental entities, regulatory changes and developments, the impact of global macroeconomic conditions, including trade and other global disputes and interruptions, including related to tariffs, trade protection measures, and similar restrictions, transaction costs, risks that the proposed acquisition disrupts current plans and operations or adversely affects employee retention, potentially diverting management’s attention from Adverum’s ongoing business operations, changes in Adverum’s business during the period between announcement and closing of the proposed acquisition, and any legal proceedings that may be instituted related to the proposed acquisition. Actual results could differ materially due to various factors, risks and uncertainties. Among other things, there can be no guarantee that the proposed acquisition will be completed in the anticipated timeframe or at all, that the conditions required to complete the proposed acquisition or provide Adverum financing under the Promissory Note will be met, that any event, change or other circumstance that could give rise to the termination of our drug the merger agreement or the Promissory Note will not occur, that ▇▇▇▇▇ will realize the expected benefits of the proposed acquisition, that product candidates will be approved for sale in on anticipated timelines or at all, that any marketproducts, if approved, will be commercially successful, that all or any of the contingent consideration will become payable on the terms described herein or at all, that ▇▇▇▇▇’▇ financial results will be consistent with its expected 2025 guidance or that any approvals which are obtained will be obtained at any particular time, or that any such drug candidates will achieve any particular revenue levels. In particular, management’s expectations could be affected by, among other things: unexpected regulatory actions or delays or government regulation generally; ▇▇▇▇▇ can reliably predict the uncertainties inherent in research and development, including the inability to meet our key study assumptions regarding enrollment rates, timing and availability of subjects meeting a study’s inclusion and exclusion criteria and funding requirements, changes to clinical protocols, unexpected adverse events or safety, quality or manufacturing issues; the inability of a drug candidate to meet the primary or secondary endpoint of a study; the inability of a drug candidate to obtain regulatory approval in different jurisdictions or gain commercial acceptance after obtaining regulatory approval; global trends toward health care cost containment, including ongoing pricing pressures; uncertainties regarding actual or potential legal proceedings, including, among others, actual or potential product liability litigation, litigation and investigations regarding sales and marketing practices, intellectual property disputes, and government investigations generally; and general economic and industry conditions, including uncertainties regarding the effects impact of the persistently weak economic and proposed acquisition on its financial environment in many countries and uncertainties regarding future global exchange ratesresults or financial guidance. For further discussion of these and other risksrisks and uncertainties, see Chi▇▇▇▇▇’▇ and ▇▇▇▇▇▇▇’s most recent Form 10-Med’s K and Form 10-Q filings with the U.S. Securities and Exchange Commission and on AIM(SEC). Chi-Med is providing the information in this announcement Except as of this date and does not undertake required by law, neither ▇▇▇▇▇ nor Adverum undertakes any obligation duty to update any forward-looking statements as a result to reflect events after the date of new information, future events or otherwisethis filing.

Appears in 1 contract

Sources: Acquisition Agreement (Adverum Biotechnologies, Inc.)

looking Statements. This announcement contains Certain statements contained in this fact sheet, other than historical information, constitute forward-looking statements within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995Federal securities laws. These forwardForward-looking statements can be identified by words such as “will,” “plans,” “expects,” “long-term,” “priorities,” “pipeline,” “could,” “accelerate,” “potential,” “believe,” “first-in-class,” “designed include, but are not limited to,” “objective,” “guidance,” “pursue,” or similar terms, or by express or implied discussions regarding potential drug candidatesstatements regarding: (i) our ability to qualify for and timely secure broadband licenses in Xcel’s service territories, potential indications for drug candidates, or regarding potential future revenues from any such drug candidates; potential shareholder returns; or regarding any potential financial or (ii) our ability to satisfy the other impact on Chi-Med terms of our acceleration of the savolitinib global development program; or regarding any potential financial or other impact on Chi-Med of the amendment to the co-development lease agreement with AstraZeneca; or by discussions of strategy, plans, expectations or intentionsXcel and (iii) our ability to obtain fair market value for our spectrum in our future customer contracts. You should not place undue reliance on these statements. Such Any such forward-looking statements are based on the our management’s current beliefs and expectations of management regarding future events, and are subject to significant known and unknown a number of risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, that could cause our actual future results may vary to differ materially from our management’s current expectations or those set forth in implied by the forward-looking statements. There can These risks and uncertainties include, but are not limited to: (i) we may not be no guarantee that any successful in commercializing our spectrum assets to our targeted utility and critical infrastructure customers on a timely basis and on favorable terms; (ii) we may be unable to secure broadband licenses from the FCC on a timely and cost-effective basis; (iii) we have a limited operating history with our current business plan, which makes it difficult to evaluate our prospects and future financial results and our business activities, strategic approaches and plans may not be successful; and (iv) the value of our drug candidates will be approved for sale in any marketspectrum assets may fluctuate significantly based on supply and demand, or that any approvals which are obtained will be obtained at any particular time, or that any such drug candidates will achieve any particular revenue levelsas well as technical and regulatory changes. In particular, management’s expectations could be affected by, among other things: unexpected regulatory actions or delays or government regulation generally; the uncertainties inherent in research and development, including the inability to meet our key study assumptions regarding enrollment rates, timing and availability of subjects meeting a study’s inclusion and exclusion criteria and funding requirements, changes to clinical protocols, unexpected adverse events or safety, quality or manufacturing issues; the inability of a drug candidate to meet the primary or secondary endpoint of a study; the inability of a drug candidate to obtain regulatory approval in different jurisdictions or gain commercial acceptance after obtaining regulatory approval; global trends toward health care cost containment, including ongoing pricing pressures; uncertainties regarding actual or potential legal proceedings, including, among others, actual or potential product liability litigation, litigation and investigations regarding sales and marketing practices, intellectual property disputes, and government investigations generally; and general economic and industry conditions, including uncertainties regarding the effects of the persistently weak economic and financial environment in many countries and uncertainties regarding future global exchange rates. For further discussion of these These and other risks, see Chirisk factors that may affect our future results of operations are identified and described in more detail in our most recent filings on Forms 10-Med’s K and 10-Q and in other filings that we make with the U.S. Securities and Exchange Commission SEC from time to time. These documents are available on our website at www.▇▇▇▇▇▇▇.▇▇▇ ▇▇▇er the Investor Relations section and on AIMthe SEC's website at www.▇▇▇.▇▇▇. Chi▇▇cordingly, you should not rely upon forward-Med is providing the information in this announcement looking statements as predictions of this date and does not future events. Except as required by applicable law, we undertake any no obligation to update publicly or revise any forward-looking statements contained herein, whether as a result of any new information, future events events, changed circumstances or otherwise.

Appears in 1 contract

Sources: Spectrum Usage Agreement (Anterix Inc.)

looking Statements. This announcement contains forward-looking Any statements within in this press release that are not historical facts, including statements regarding the meaning structure, timing and completion of the “safe harbor” provisions proposed transaction; Tokai’s continued listing on NASDAQ prior to and after the proposed transaction; expectations regarding the capitalization, cash balances and working capital, resources and ownership structure of the U.S. Private Securities Litigation Reform Act company after the transaction; expectations regarding the sufficiency of 1995. These forward-looking the company’s resources to fund the advancement of any development program or the completion of any clinical trial; the nature, strategy and focus of the company after the transaction; the safety, efficacy and projected development timeline and commercial potential of any product candidates; the expectations regarding voting by Tokai stockholders: and other statements can be identified by containing the words such as willbelieves,” “anticipates,” “plans,” “expects,” “long-termmay,” “priorities,” “pipeline,” “could,” “accelerate,” “potential,” “believe,” “first-in-class,” “designed to,” “objective,” “guidance,” “pursue,” or and similar termsexpressions, or by express or implied discussions regarding potential drug candidates, potential indications for drug candidates, or regarding potential future revenues from any such drug candidates; potential shareholder returns; or regarding any potential financial or other impact on Chi-Med of our acceleration of the savolitinib global development program; or regarding any potential financial or other impact on Chi-Med of the amendment to the co-development agreement with AstraZeneca; or by discussions of strategy, plans, expectations or intentions. You should not place undue reliance on these statements. Such constitute forward-looking statements are based on within the current beliefs and expectations meaning of management regarding future events, and are subject to significant known and unknown risks and uncertaintiesThe Private Securities Litigation Reform Act of 1995. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual Actual results may vary differ materially from those set forth in the indicated by such forward-looking statements. There statements as a result of various important factors, including: risks and uncertainties associated with stockholder approval of and the ability to consummate the proposed transaction; whether the anticipated cash resources will be sufficient to fund operations for the period anticipated and to conduct the anticipated studies; whether the necessary approvals to commence clinical trials of Otic’s product candidates can be no guarantee that obtained on a timely basis or at all; and whether the results of clinical trials will warrant submission for regulatory approval, any such submission will receive approval from the United States Food and Drug Administration or equivalent foreign regulatory agencies and, if any of our drug such product candidates obtains such approval, it will be approved successfully distributed and marketed. Risks and uncertainties facing Tokai are discussed in the “Risk Factors” section of its quarterly report on Form 10-Q for sale the three months ended September 30, 2016 Any forward- looking statements contained in this press release speak only as of the date hereof and not of any market, or that any approvals which are obtained will be obtained at any particular time, or that any such drug candidates will achieve any particular revenue levels. In particular, management’s expectations could be affected by, among other things: unexpected regulatory actions or delays or government regulation generally; the uncertainties inherent in research and development, including the inability to meet our key study assumptions regarding enrollment rates, timing and availability of subjects meeting a study’s inclusion and exclusion criteria and funding requirements, changes to clinical protocols, unexpected adverse events or safety, quality or manufacturing issues; the inability of a drug candidate to meet the primary or secondary endpoint of a study; the inability of a drug candidate to obtain regulatory approval in different jurisdictions or gain commercial acceptance after obtaining regulatory approval; global trends toward health care cost containment, including ongoing pricing pressures; uncertainties regarding actual or potential legal proceedings, including, among others, actual or potential product liability litigation, litigation and investigations regarding sales and marketing practices, intellectual property disputesfuture date, and government investigations generally; and general economic and industry conditions, including uncertainties regarding the effects of the persistently weak economic and financial environment in many countries and uncertainties regarding future global exchange rates. For further discussion of these and other risks, see Chi-Med’s filings with the U.S. Securities and Exchange Commission and on AIM. Chi-Med is providing the information in this announcement as of this date and does not undertake companies expressly disclaim any obligation to update any forward-looking statements statements, whether as a result of new information, future events or otherwise.

Appears in 1 contract

Sources: Share Purchase Agreement

looking Statements. This announcement contains may include statements that are not statements of historical fact, or “forward-looking statements within the meaning of the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by words such as “willstatements,” “plans,” “expects,” “long-term,” “priorities,” “pipeline,” “could,” “accelerate,” “potential,” “believe,” “first-in-class,” “designed to,” “objective,” “guidance,” “pursue,” or similar terms, or by express or implied discussions regarding potential drug candidates, potential indications for drug candidates, or regarding potential future revenues from any such drug candidates; potential shareholder returns; or regarding any potential financial or other impact on Chi-Med including with respect to AstraZeneca’s proposed acquisition of our acceleration of the savolitinib global development program; or regarding any potential financial or other impact on Chi-Med of the amendment to the co-development agreement with AstraZeneca; or by discussions of strategy, plans, expectations or intentions. You should not place undue reliance on these statementsCinCor. Such forward-looking statements include, but are not limited to, the ability of AstraZeneca and CinCor to complete the transactions contemplated by the acquisition agreement, including the parties’ ability to satisfy the conditions to the consummation of the offer contemplated thereby and the other conditions set forth in the merger agreement, statements about the expected timetable for completing the transaction, AstraZeneca’s and CinCor’s beliefs and expectations and statements about the benefits sought to be achieved in AstraZeneca’s proposed acquisition of CinCor, the potential effects of the acquisition on both AstraZeneca and CinCor, the possibility of any termination of the acquisition agreement, as well as the expected benefits and success of baxdrostat and any combination product. These statements are based on upon the current beliefs and expectations of AstraZeneca’s and CinCor’s management regarding future events, and are subject to significant known and unknown risks and uncertainties. Should one There can be no guarantees that the conditions to the closing of the proposed transaction will be satisfied on the expected timetable or more of these at all or that baxdrostat or any combination product will receive the necessary regulatory approvals or prove to be commercially successful if approved. If underlying assumptions prove inaccurate or risks or uncertainties materialize, or should underlying assumptions prove incorrectmaterialise, actual results may vary differ materially from those set forth in the forward-looking statements. There can be no guarantee Risks and uncertainties include but are not limited to, uncertainties as to the timing of the offer and the subsequent merger; uncertainties as to how many of CinCor’s stockholders will tender their shares in the offer; the risk that any of our drug candidates competing offers or acquisition proposals will be approved for sale in any market, or that any approvals which are obtained will be obtained at any particular time, or that any such drug candidates will achieve any particular revenue levels. In particular, management’s expectations could be affected by, among other things: unexpected regulatory actions or delays or government regulation generallymade; the uncertainties possibility that various conditions to the consummation of the offer and the merger contemplated by the acquisition agreement may not be satisfied or waived; the ability to obtain necessary regulatory approvals or to obtain them on acceptable terms or within expected timing; the effects of disruption from the transactions contemplated by the acquisition agreement and the impact of the announcement and pendency of the transactions on CinCor’s business; the risk that stockholder litigation in connection with the offer or the merger may result in significant costs of defense, indemnification and liability; the possibility that the milestone related to the contingent value right will not be achieved; general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of COVID-19; the impact of pharmaceutical industry regulation and health care legislation in the United States and internationally; competition from other products; and challenges inherent in research and new product development, including the inability to meet our key study assumptions regarding enrollment rates, timing and availability of subjects meeting a study’s inclusion and exclusion criteria and funding requirements, changes to clinical protocols, unexpected adverse events or safety, quality or manufacturing issues; the inability of a drug candidate to meet the primary or secondary endpoint of a study; the inability of a drug candidate to obtain regulatory approval in different jurisdictions or gain commercial acceptance after obtaining regulatory approval; global trends toward health care cost containment, including ongoing pricing pressures; uncertainties regarding actual or potential legal proceedings, including, among others, actual or potential product liability litigation, litigation and investigations regarding sales and marketing practices, intellectual property disputes, and government investigations generally; and general economic and industry conditions, including uncertainties regarding the effects of the persistently weak economic and financial environment in many countries and uncertainties regarding future global exchange rates. For further discussion of these and other risks, see Chi-Med’s filings with the U.S. Securities and Exchange Commission and on AIM. Chi-Med is providing the information in this announcement as of this date and does not undertake Neither AstraZeneca nor CinCor undertakes any obligation to publicly update any forward-looking statements statement, whether as a result of new information, future events or otherwise, except to the extent required by law. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in AstraZeneca’s Annual Report on Form 20-F for the year ended 31 December 2021, CinCor’s Annual Report on Form 10-K for the year ended 31 December 2021 and CinCor’s Quarterly Reports on Form 10-Q for the three months ended 31 March 2022, 30 June 2022 and 30 September 2022, in each case as amended by any subsequent filings made with the SEC. These and other filings made by AstraZeneca and CinCor with the SEC are available at the SEC’s Internet site (w▇▇.▇▇▇.▇▇▇). Cardiovascular, Renal and Metabolism (CVRM), part of BioPharmaceuticals, forms one of AstraZeneca’s main disease areas and is a key growth driver for the Company. By following the science to understand more clearly the underlying links between the heart, kidneys and pancreas, AstraZeneca is investing in a portfolio of medicines for organ protection and improve outcomes by slowing disease progression, reducing risks and tackling co-morbidities. The Company’s ambition is to modify or halt the natural course of CVRM diseases and potentially regenerate organs and restore function, by continuing to deliver transformative science that improves treatment practices and CV health for millions of patients worldwide.

Appears in 1 contract

Sources: Acquisition Agreement (Astrazeneca PLC)

looking Statements. This announcement contains prospectus supplement, the accompanying base prospectus and the documents we have filed with the SEC that are incorporated by reference herein and therein contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995Exchange Act”). These In addition, from time to time we or our representatives have made or will make forward-looking statements can be identified by words in various other filings that we make with the SEC or in other documents, including press releases or other similar announcements. Forward-looking statements concern our current plans, intentions, beliefs, expectations and statements of future economic performance. Statements containing terms such as “will,” “plans,” “expects,” “long-term,” “priorities,” “pipeline,” “could,” “accelerate,” “potentialmay,” “believe,” “first-in-classdo not believe,” “designed toplan,” “objectiveexpect,” “guidanceintend,” “pursueestimate,” or “anticipate” and other phrases of similar terms, or by express or implied discussions regarding potential drug candidates, potential indications for drug candidates, or regarding potential future revenues from any such drug candidates; potential shareholder returns; or regarding any potential financial or other impact on Chimeaning are considered to be forward-Med of our acceleration of the savolitinib global development program; or regarding any potential financial or other impact on Chi-Med of the amendment to the co-development agreement with AstraZeneca; or by discussions of strategy, plans, expectations or intentions. You should not place undue reliance on these looking statements. Such forwardForward-looking statements are based on the current beliefs and expectations of management regarding future events, our assumptions and are subject to significant known and unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, that could cause actual results may vary to differ materially from those set forth reflected in the or implied by these forward-looking statements. There can be no guarantee Factors that any of our drug candidates will be approved for sale in any market, or that any approvals which are obtained will be obtained at any particular time, or that any such drug candidates will achieve any particular revenue levels. In particular, management’s expectations could be affected by, among other things: unexpected regulatory actions or delays or government regulation generally; the uncertainties inherent in research and development, including the inability might cause actual results to meet our key study assumptions regarding enrollment rates, timing and availability of subjects meeting a study’s inclusion and exclusion criteria and funding requirements, changes to clinical protocols, unexpected adverse events or safety, quality or manufacturing issues; the inability of a drug candidate to meet the primary or secondary endpoint of a study; the inability of a drug candidate to obtain regulatory approval in different jurisdictions or gain commercial acceptance after obtaining regulatory approval; global trends toward health care cost containment, including ongoing pricing pressures; uncertainties regarding actual or potential legal proceedings, includingdiffer include, among others, those set forth under “Risk Factors” in this prospectus supplement and those discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and in our future periodic reports filed with the SEC, all of which are incorporated by reference herein. The following are important factors, among others, that could cause actual results, performance or achievements to differ materially from the results, performance or achievements reflected in our forward-looking statements: ● our ability to develop and manufacture our new product portfolio, including the W4 CC, W750, W56 and WNext platforms; ● our ability to attract and retain customers for our existing and new products; ● risks associated with obtaining orders and executing upon such orders; ● supply chain disruptions, including constraints on steel, semiconductors and other material inputs and resulting cost increases impacting our company, our customers, our suppliers or the industry; ● our ability to capitalize on opportunities to deliver products to meet customer requirements; ● our limited operations and need to expand and enhance elements of our production process to fulfill product orders; ● our inability to raise additional capital to fund our operations and business plan; ● our inability to maintain our listing of our securities on the Nasdaq Capital Market; ● the ability to protect our intellectual property; ● market acceptance for our products; ● our ability to control our expenses; ● potential product liability litigationcompetition, litigation including without limitation shifts in technology; ● volatility in and investigations regarding sales deterioration of national and marketing practices, intellectual property disputes, international capital markets and government investigations generallyeconomic conditions; ● global and local business conditions; ● acts of war (including without limitation the conflict in Ukraine) and/or terrorism; ● the prices being charged by our competitors; ● our inability to retain key members of our management team; ● our inability to satisfy our customer warranty claims; and general economic and industry conditions, including uncertainties regarding the effects outcome of the persistently weak economic and financial environment in many countries and uncertainties regarding future global exchange ratesany regulatory or legal proceedings. For further discussion of these and other risks, see Chi-Med’s filings with the U.S. Securities and Exchange Commission and Readers are cautioned not to place undue reliance on AIM. Chi-Med is providing the information in this announcement as of this date and does not undertake any obligation to update any forward-looking statements contained in this prospectus supplement, the accompanying base prospectus or the documents we have filed with the SEC that are incorporated by reference herein and therein, which reflect management’s views and opinions only as of their respective dates. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements, except to the extent required by applicable securities laws. You are advised, however, to consult any additional disclosures we have made or will make in the filings we make with the SEC, including reports on Forms 10-K, 10-Q and 8-K. All subsequent forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained in this prospectus supplement, the accompanying base prospectus or any related issuer free writing prospectus. We intend to use the net proceeds from this offering for general corporate purposes, which may include, without limitation, to fund operations, production and research and development. We have entered into the Sales Agreement as of March 10, 2022 with BTIG, LLC (the “Agent”), under which we may issue and sell up to $175,000,000 of shares of our common stock from time to time through the Agent. As of the date hereof, we have sold an aggregate 19,274,762 shares of our common stock for $32,117,281. We have an aggregate of $142,882,719 of shares remaining under the Sales Agreement. The Sales Agreement provides that the Agent may sell the common stock by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415(a)(4) under the Securities Act, including, without limitation, sales made directly on or through The Nasdaq Capital Market, on any other existing trading market for the common stock or to or through a result market maker or through an electronic communications network. After consultation with us and subject to the terms of new informationa Placement Notice (as defined below), the Agent may also sell our common stock in privately negotiated transactions, to the extent permitted by applicable law. Each time that we wish to issue and sell common stock under the Sales Agreement, we will notify the Agent by email notice (or other method mutually agreed to in writing by us and the Agent) of the amount of shares requested to be sold or the gross proceeds to be raised in a given time period, the time period during which sales are requested to be made, any limitation on the amount of shares that may be sold in any single day, any minimum price below which sales may not be made or any minimum price requested for sales in a given time period and any other instructions relevant to such requested sales (a “Placement Notice”). We will pay the Agent 2.0% of the gross proceeds from the sales of our common stock through the Agent as sales agent pursuant to the terms of the Sales Agreement. We have also agreed to reimburse the Agent for certain expenses out-of-pocket expenses incurred by Agent, including the fees and disbursements of its counsel, in an amount equal to $75,000, in connection with the establishment of this offering program and in an amount equal to $10,000 per quarter in connection with ongoing transactions pursuant to the Sales Agreement, which may be deemed underwriting compensation by FINRA. We estimate that the total expenses of the offering payable by us, excluding commissions payable to the Agent under the Sales Agreement, will be approximately $150,000. Under the terms of the Sales Agreement, we may also sell our common stock to the Agent, as principal for its own account, at a price agreed upon at the time of sale. If we sell our common stock to the Agent, as principal, we will enter into a separate Terms Agreement with the Agent setting forth the terms of the transaction and we will describe the terms of the offering of those shares in a separate prospectus supplement. Settlement for sales of our common stock will occur on the second trading day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made. There is no arrangement for funds to be received in an escrow, trust or similar arrangement. Sales of our common stock as contemplated by this prospectus will be settled through the facilities of the Depository Trust Company or by such other means of delivery as we and the Agent may mutually agree upon. The offering of our common stock pursuant to the Sales Agreement will terminate upon the earlier of: (1) the issuance and sale of all of the maximum number of shares of common stock to or through the Agent as permitted under the terms and conditions of the Sales Agreement and any Terms Agreement, or (2) termination of the Sales Agreement by either us or the Agent at any time. We have agreed in the Sales Agreement to provide indemnification and contribution to the Agent against certain liabilities, including liabilities under the Securities Act. If we or the Agent have reason to believe that our common stock no longer constitutes an “actively-traded security” as defined under Rule 101(c)(1) of Regulation M under the Exchange Act, that party will promptly notify the other and sales of our common shares under the Sales Agreement will be suspended until in our collective judgment Rule 101(c)(1) of Regulation M or another exemptive provision has been satisfied. In connection with the sale of our common shares hereunder, the Agent may deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation paid to the Agent may be deemed to be underwriting commissions or discounts. The Agent and/or its affiliates have provided, and may in the future events or otherwiseprovide, various investment banking and other financial services for us for which services they have received and, may in the future receive, customary fees. Certain legal matters have been passed upon for us by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP as our outside counsel. Certain legal matters, including matters related to the laws of the State of Nevada, have been passed upon by ▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ as our outside Nevada counsel. ▇▇▇▇▇▇▇ Procter LLP, New York, New York, is representing the Agent.

Appears in 1 contract

Sources: Sales Agreement

looking Statements. This announcement contains Any statements in this press release about Ophthotech’s future expectations, plans and prospects constitute forward-looking statements within the meaning for purposes of the safe harbor” harbor provisions of under the U.S. Private Securities Litigation Reform Act of 1995. These forwardForward-looking statements can be identified by include any statements about Ophthotech’s strategy, future operations and future expectations and plans and prospects for Ophthotech, and any other statements containing the words such as “anticipate,” “believe,” “estimate,” “expect,” “intend”, “goal,” “may”, “might,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “plans,” “expects,” “long-term,” “priorities,” “pipelinewould,” “could,” “accelerateshould,” “potentialcontinue,” “believe,” “first-in-class,” “designed to,” “objective,” “guidance,” “pursue,” or and similar termsexpressions. In this press release, or by express or implied discussions regarding potential drug candidatesOphthotech’s forward looking statements include statements about the anticipated receipt of payments under its licensing and commercialization agreement with Novartis, potential indications for drug candidates, or regarding potential future revenues from any such drug candidates; potential shareholder returns; or regarding any potential financial or other impact on Chi-Med of our acceleration the conduct of the savolitinib global Fovista Phase 3 clinical program, including obtaining initial, top-line data from the Fovista Phase 3 clinical program and seeking marketing approval for Fovista, the potential of Fovista as a wet AMD combination therapy and the development program; or regarding any potential financial or other impact on Chiof new drug-Med of the amendment to the co-development agreement with AstraZeneca; or by discussions of strategy, plans, expectations or intentions. You should not place undue reliance on these statementsdelivery technologies. Such forward-looking statements are based on the current beliefs and expectations of management regarding future events, and are subject to significant known and unknown involve substantial risks and uncertainties. Should one uncertainties that could cause Ophthotech’s clinical development programs, future results, performance or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially achievements to differ significantly from those set forth in express or implied by the forward-looking statements. There can be no guarantee that any of our drug candidates will be approved for sale in any market, or that any approvals which are obtained will be obtained at any particular time, or that any such drug candidates will achieve any particular revenue levels. In particular, management’s expectations could be affected by, among other things: unexpected regulatory actions or delays or government regulation generally; the Such risks and uncertainties inherent in research and development, including the inability to meet our key study assumptions regarding enrollment rates, timing and availability of subjects meeting a study’s inclusion and exclusion criteria and funding requirements, changes to clinical protocols, unexpected adverse events or safety, quality or manufacturing issues; the inability of a drug candidate to meet the primary or secondary endpoint of a study; the inability of a drug candidate to obtain regulatory approval in different jurisdictions or gain commercial acceptance after obtaining regulatory approval; global trends toward health care cost containment, including ongoing pricing pressures; uncertainties regarding actual or potential legal proceedings, includinginclude, among others, actual or potential product liability litigation, litigation those related to the initiation and investigations regarding sales and marketing practices, intellectual property disputes, and government investigations generally; and general economic and industry conditionsconduct of clinical trials, including uncertainties regarding Ophthotech’s ability to satisfy certain patient enrollment milestones, availability of data from clinical trials, expectations for regulatory approvals or other actions, including the effects receipt of regulatory approvals outside of the persistently weak economic United States which would trigger the receipt of certain milestone payments, Ophthotech’s ability to comply with its obligations under and financial environment in many countries otherwise maintain its licensing and uncertainties regarding future global exchange rates. For further discussion of these commercialization agreement with Novartis and other risks, see Chi-Med’s filings factors discussed in the “Risk Factors” section contained in the quarterly and annual reports that Ophthotech files with the U.S. Securities and Exchange Commission and on AIMSEC. Chi-Med is providing the information in this announcement as of this date and does not undertake any obligation to update any Any forward-looking statements represent ▇▇▇▇▇▇▇▇▇▇’s views only as a result of new informationthe date of this press release. Ophthotech anticipates that subsequent events and developments will cause its views to change. While Ophthotech may elect to update these forward- looking statements at some point in the future, future events or otherwiseOphthotech specifically disclaims any obligation to do so.

Appears in 1 contract

Sources: Licensing Agreement

looking Statements. This announcement press release contains forward-looking statements within the meaning statements” that involve substantial risks and uncertainties for purposes of the safe harbor” provisions of harbor provided by the U.S. Private Securities Litigation Reform Act of 1995. These All statements, other than statements of historical facts, included in this press release regarding strategy, future operations, timelines, future financial position, future revenues, projected expenses, regulatory submissions, actions or approvals, cash position, liquidity, prospects, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements relating to the structure, terms, timing and entry into a definitive agreement for the proposed collaboration between Acer and Relief with respect to ACER-001; the shared values, vision and results of the potential collaboration of Acer and Relief; the potential for ACER-001 to target diseases; the adequacy of Acer’s capital to support its future operations and its ability to successfully continue its development programs; Acer’s ability to secure the additional capital necessary to fund its various product candidate development programs; and the development and commercial potential of any of Acer’s product candidates including ACER-001. Acer may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements can be identified by words such as “will,” “plans,” “expects,” “long-term,” “priorities,” “pipeline,” “could,” “accelerate,” “potential,” “believe,” “first-in-class,” “designed to,” “objective,” “guidance,” “pursue,” or similar terms, or by express or implied discussions regarding potential drug candidates, potential indications for drug candidates, or regarding potential future revenues from any such drug candidates; potential shareholder returns; or regarding any potential financial or other impact on Chi-Med of our acceleration of the savolitinib global development program; or regarding any potential financial or other impact on Chi-Med of the amendment to the co-development agreement with AstraZeneca; or by discussions of strategy, plans, expectations or intentions. You and you should not place undue reliance on these statements. Such forward-looking statements are based on the current beliefs and expectations of management regarding future events, and are subject to significant known and unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth in the forward-looking statements. There can be no guarantee that any of our drug candidates will be approved for sale in any market, or that any approvals which Such statements are obtained will be obtained at any particular time, or that any such drug candidates will achieve any particular revenue levels. In particular, based on management’s current expectations and involve risks and uncertainties. Actual results and performance could be affected by, among other things: unexpected regulatory actions or delays or government regulation generally; differ materially from those projected in the uncertainties inherent in research and development, including the inability to meet our key study assumptions regarding enrollment rates, timing and availability of subjects meeting a study’s inclusion and exclusion criteria and funding requirements, changes to clinical protocols, unexpected adverse events or safety, quality or manufacturing issues; the inability of a drug candidate to meet the primary or secondary endpoint of a study; the inability of a drug candidate to obtain regulatory approval in different jurisdictions or gain commercial acceptance after obtaining regulatory approval; global trends toward health care cost containment, including ongoing pricing pressures; uncertainties regarding actual or potential legal proceedings, including, among others, actual or potential product liability litigation, litigation and investigations regarding sales and marketing practices, intellectual property disputes, and government investigations generally; and general economic and industry conditions, including uncertainties regarding the effects of the persistently weak economic and financial environment in many countries and uncertainties regarding future global exchange rates. For further discussion of these and other risks, see Chi-Med’s filings with the U.S. Securities and Exchange Commission and on AIM. Chi-Med is providing the information in this announcement as of this date and does not undertake any obligation to update any forward-looking statements as a result of new informationmany factors, including, without limitation, risks and uncertainties associated with Acer’s ability to successfully negotiate and execute a definitive collaboration agreement with Relief on the proposed terms, on other mutually acceptable terms, or at all, Acer’s ability to repay the $4 million secured loan from Relief, the ability to project future cash utilization and reserves needed for contingent future liabilities and business operations, the availability of sufficient resources to fund Acer’s various product candidate development programs and to meet its business objectives and operational requirements, the fact that the results of earlier studies and trials may not be predictive of future clinical trial results, the protection and market exclusivity provided by Acer’s intellectual property, risks related to the drug discovery and the regulatory approval process and the impact of competitive products and technological changes. Acer disclaims any intent or obligation to update these forward-looking statements to reflect events or otherwisecircumstances that exist after the date on which they were made. You should review additional disclosures Acer makes in its filings with the Securities and Exchange Commission, including its Quarterly Reports on Form 10-Q and its Annual Report on Form 10-K. You may access these documents for no charge at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇.

Appears in 1 contract

Sources: Option Agreement

looking Statements. This announcement news release contains "forward-looking statements information" and "forward-looking statements" within the meaning of the “safe harbor” provisions of the applicable Canadian and U.S. Private Securities Litigation Reform Act of 1995securities laws. These All information contained herein that is not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking statements can be identified by words or phrases such as "may", "will,” “plans,” “expects,” “long-term,” “priorities,” “pipeline,” “could,” “accelerate,” “", "expect", "plan", "anticipate", "intend", "potential,” “", "estimate", "believe,” “first-in-class,” “designed to,” “objective,” “guidance,” “pursue,” " or similar the negative of these terms, or other similar expressions intended to identify forward-looking statements. Some of the forward-looking statements contained in this press release include Cronos GrowCo’s intention to use funds available under the Credit Facility to fund construction of the Facility and for general operating purposes, Cronos GrowCo’s ability to complete construction, the receipt of building and occupancy permits and licenses under applicable law to commence operations, the ability of Cronos GrowCo to make payments of interest or principal under the Credit Facility, and the Company’s intention to build an international iconic brand portfolio and develop disruptive intellectual property. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by express management, are inherently subject to significant business, economic or competitive risks, uncertainties and contingencies that may cause actual financial results, performance or achievements to be materially different from the estimated future results, performance or achievements expressed or implied discussions regarding potential drug candidates, potential indications for drug candidates, or regarding potential future revenues from any such drug candidates; potential shareholder returns; or regarding any potential financial or other impact on Chiby those forward-Med of our acceleration of looking statements and the savolitinib global development program; or regarding any potential financial or other impact on Chi-Med of the amendment to the co-development agreement with AstraZeneca; or by discussions of strategy, plans, expectations or intentions. You should not place undue reliance on these statements. Such forward-looking statements are based on not guarantees of future performance. A discussion of some of the current beliefs material risks applicable to the Company and expectations of management regarding future events, and are subject to significant known and unknown risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those set forth the Investment can be found in the Company's current MD&A and Annual Information Form and the Circular, all of which have been filed on SEDAR and ▇▇▇▇▇ and can be accessed at ▇▇▇.▇▇▇▇▇.▇▇▇ and ▇▇▇.▇▇▇.▇▇▇/▇▇▇▇▇. The forward-looking information included in this news release is made as of the date of this news release and except as required by law, Cronos Group disclaims any obligation to update or revise any forward-looking statements. There can be no guarantee that any of our drug candidates will be approved for sale in any market, or that any approvals which Readers are obtained will be obtained at any particular time, or that any such drug candidates will achieve any particular revenue levels. In particular, management’s expectations could be affected by, among other things: unexpected regulatory actions or delays or government regulation generally; the uncertainties inherent in research and development, including the inability cautioned not to meet our key study assumptions regarding enrollment rates, timing and availability of subjects meeting a study’s inclusion and exclusion criteria and funding requirements, changes to clinical protocols, unexpected adverse events or safety, quality or manufacturing issues; the inability of a drug candidate to meet the primary or secondary endpoint of a study; the inability of a drug candidate to obtain regulatory approval in different jurisdictions or gain commercial acceptance after obtaining regulatory approval; global trends toward health care cost containment, including ongoing pricing pressures; uncertainties regarding actual or potential legal proceedings, including, among others, actual or potential product liability litigation, litigation and investigations regarding sales and marketing practices, intellectual property disputes, and government investigations generally; and general economic and industry conditions, including uncertainties regarding the effects of the persistently weak economic and financial environment in many countries and uncertainties regarding future global exchange rates. For further discussion of put undue reliance on these and other risks, see Chi-Med’s filings with the U.S. Securities and Exchange Commission and on AIM. Chi-Med is providing the information in this announcement as of this date and does not undertake any obligation to update any forward-looking statements as a result of new information, future events or otherwisestatements.

Appears in 1 contract

Sources: Credit Agreement (Cronos Group Inc.)