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same here :(
about 2 seconds but before i relogged in it was at least 7 seconds
Try logging out and logging back in, it worked for me
Try logging out and logging back in, it worked for me.
FHN 15.03
https://finance.yahoo.com/news/first-horizon-announces-650-million-225400264.html
First Horizon Announces $650 Million Share Repurchase Program, Declares Cash Dividends on Common and Preferred Stock
PR Newswire
Tue, Jan 23, 2024, 4:54 PM CST4 min read
In This Article:
FHN
+6.67%
FHN-PF
+1.69%
MEMPHIS, Tenn., Jan. 23, 2024 /PRNewswire/ --- First Horizon Corporation (NYSE: FHN or the "Company") today announced that its board of directors has authorized the Company to repurchase up to $650 million of the Company's common stock.
(PRNewsfoto/First Horizon Corporation)
(PRNewsfoto/First Horizon Corporation)
Additionally, the board of directors declared a quarterly common stock dividend of $0.15 per share. The dividend is payable on April 1, 2024 to shareholders of record at the close of business on March 15, 2024.
"Our strong capital provides for more optionality to capitalize on strategic growth opportunities while continuing to operate in the context of safety and soundness and return capital to our shareholders," said Chairman, President and Chief Executive Officer Bryan Jordan.
FHN common share repurchases may be executed in the open market or through privately negotiated transactions, including under Rule 10b5-1 plans and accelerated share repurchase and other structured transactions. The timing and exact amount of common share repurchases will be subject to various factors including the Company's capital position, financial performance, capital impacts of strategic initiatives, market conditions and regulatory considerations. This authorization will expire on January 31, 2025.
Preferred Dividend Information
Cash dividends were also declared on the Company's Series C, Series D, Series E and Series F Preferred Stock, and on First Horizon Bank's Class A Non-Cumulative Perpetual Preferred Stock, as follows:
FHN Series C
Quarterly cash dividend of $165.00 per share on FHN's 6.60% Fixed to Floating Non-Cumulative Perpetual Preferred Stock, Series C ("Series C Preferred Stock"). This equates to a cash dividend of $0.4125 per Depositary Share (NYSE: FHN PRC), which each represent a 1/400th interest in a share of the Series C Preferred Stock. The dividend is payable on May 1, 2024 to shareholders of record at the close of business on April 16, 2024.
FHN Series D
Semi-annual cash dividend of $305.00 per share on FHN's 6.10% Fixed to Floating Non-Cumulative Perpetual Preferred Stock, Series D ("Series D Preferred Stock"). This equates to a cash dividend of $0.7625 per Depositary Share (NYSE: FHN PRD), which each represent a 1/400th interest in a share of the Series D Preferred Stock. The dividend is payable on May 1, 2024 to shareholders of record at the close of business on April 16, 2024.
FHN Series E
Quarterly cash dividend of $1,625.00 per share on FHN's 6.50% Non-Cumulative Perpetual Preferred Stock, Series E ("Series E Preferred Stock"). This equates to a cash dividend of $0.40625 per Depositary Share (NYSE: FHN PRE), which each represent a 1/4,000th interest in a share of the Series E Preferred Stock. The dividend is payable on April 10, 2024 to shareholders of record at the close of business on March 26, 2024.
GM puffadder, do you still own shares in JKRO?
CPE https://finance.yahoo.com/news/apa-buy-us-shale-oil-120553847.html
The all-stock transaction equates to $38.31 per share for Callon and has been unanimously approved by both boards of directors, the companies said in a statement Thursday. It is expected to close during the second quarter.
"The transaction values Vaso at a pro forma equity value of approximately $176 million at $10 per share."
I get roughly .93, but it would depend on the details and if AVHI holds 10 dollars
VASO
Vaso Corporation, a Diversified Medical Technology Company Currently Trading on the OTCQX Market, to List on Nasdaq via SPAC Merger
Press Release | 12/07/2023
Business Combination with Achari Ventures Holdings Corp. I is Expected to Be Completed in First Quarter of 2024
Merger with Achari Ventures Holdings Corp. I (NASDAQ:AVHI) expected to improve capital market access for existing and prospective investors of Vaso Corporation (OTCQX:VASO).
The transaction values Vaso at a pro forma equity value of approximately $176 million at $10 per share.
Upon closing of the transaction, existing Vaso shareholders will receive consideration consisting entirely of shares of the surviving public combined company.
PLAINVIEW, NY / ACCESSWIRE / December 7, 2023 / Vaso Corporation ("Vaso," or "the Company"), a diversified medical technology company currently trading on the OTCQX market, today announced its plan to uplist from the OTCQX market to the Nasdaq Stock Market via a business combination (the "Transaction") with Achari Ventures Holdings Corp. I ("Achari", NASDAQ:AVHI). Upon the closing of the Transaction, Vaso common stock and warrants are expected to be listed on Nasdaq Capital Market ("Nasdaq") under the ticker symbols "VASO" and "VASOW", respectively. Vaso's common stock will continue to trade on the OTCQX market under the symbol "VASO" until trading on Nasdaq commences following the consummation of the proposed business combination.
Vaso is led by Chief Executive Officer Jun Ma, who will continue to lead the combined company following the proposed business combination. Achari is led by Chief Executive Officer Vikas Desai, who is also Chairman of Achari's Board of Directors.
Company Overview
Vaso Corporation is a diversified medical technology company with several distinctive but related specialties: managed IT systems and services, including healthcare software solutions and network connectivity services; professional sales services for diagnostic imaging products; and design, manufacture and sale of proprietary medical devices.
The Company operates through three wholly owned subsidiaries:
VasoTechnology, Inc. provides network and IT services through two business units: VasoHealthcare IT Corp., a national value added reseller of Radiology Information System ("RIS"), Picture Archiving and Communication System ("PACS"), and other software solutions from various vendors as well as related services, including implementation, management and support; and NetWolves Network Services LLC, a managed network services provider with an extensive, proprietary service platform to a broad base of customers.
Vaso Diagnostics, Inc. d.b.a. VasoHealthcare, provides professional sales services and is the operating subsidiary for the exclusive sales representation of a large healthcare diagnostic imaging equipment manufacturer in certain market segments in the United States.
VasoMedical, Inc. manages and coordinates the design, manufacture and sales of proprietary medical equipment and software, as well as operates the Company's overseas assets including China-based subsidiaries.
Transaction Overview
The Transaction values Vaso at a pro forma equity value of approximately $176 million, at $10.00 per share. The Boards of Directors of Vaso and Achari have each approved the Transaction, the consummation of which is subject to various customary closing conditions, including the filing and effectiveness of a Registration Statement on Form S-4 (as amended or supplemented, the "Registration Statement") by Achari with the United States Securities and Exchange Commission ("SEC"), the filing and clearance by the SEC of a proxy statement by Vaso and the approval of the stockholders of both Achari and Vaso of the proposed business combination (although Vaso shareholders representing 44% of Vaso's outstanding shares have entered into support agreements committing them to vote in favor of the Transaction). The Transaction is expected to close in the first quarter of 2024.
Additional information, including a copy of the business combination agreement, will be provided in Current Reports on Form 8-K to be filed by each of Achari and Vaso with the SEC.
Advisors
Ladenburg Thalmann & Co. Inc. is serving as financial and capital markets advisor to Vaso. Katten Muchin Rosenman LLP is acting as legal advisor to Achari and Ortoli Rosenstadt LLP is acting as legal advisor to Vaso.
About Achari Ventures Holdings Corp. I
Achari Ventures Holdings Corp. I (NASDAQ:AVHI) is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Additional Information and Where to Find It
Achari intends to file with the SEC the Registration Statement, which will include a preliminary proxy statement/prospectus of Achari, which will be both the proxy statement to be distributed to holders of shares of Achari's common stock in connection with the solicitation of proxies for the vote by Achari's stockholders with respect to the proposed business combination and related matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued in the business combination. Vaso intends to file with the SEC (the "Company Proxy Statement") a preliminary proxy statement of Vaso, which will be the proxy statement to be distributed to holders of shares of Vaso's common stock in connection with the solicitation of proxies for the vote by Vaso's stockholders with respect to the proposed business combination and related matters as may be described in the proxy statement.
After the Registration Statement is declared effective, Achari will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders. After clearance from the SEC with respect to the Company Proxy Statement, Vaso will mail a definitive proxy statement and other relevant documents to its stockholders. Achari's and Vaso's stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus to be filed by Achari, and any amendments thereto, the preliminary proxy statement to be filed by Vaso, and any amendments thereto, the definitive proxy statement/prospectus to be filed by Achari and the definitive proxy statement to be filed by Vaso, because such documentation will contain important information about Achari, Vaso and the proposed business combination. This press release is not a substitute for the Registration Statement, the Company Proxy Statement, the definitive proxy statement/prospectus to be filed by Achari, the definitive proxy statement to be filed by Vaso or any other document that Achari or Vaso will send to their respective stockholders in connection with the business combination.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS, COMPANY PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION.
The definitive proxy statement/prospectus to be filed by Achari and the definitive proxy statement to be filed by Vaso will each be mailed to Achari and Vaso's respective stockholders as of record dates to be established for voting on the proposed business combination and related matters. Stockholders of Achari and Vaso may obtain copies of the proxy statement/prospectus to be filed by Achari and the proxy statement to be filed by Vaso, when available, without charge, at the SEC's website at www.sec.gov or by directing requests to each of: Vaso Corporation, 137 Commercial Street, Suite 200, Plainview, New York 11803 or Achari Ventures Holdings Corp. I, 60 Walnut Avenue, Suite 400, Clark, NJ 07066, as applicable.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE BUSINESS COMBINATION OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in Solicitation
This press release is not a solicitation of a proxy from any investor or security holder. However, Achari and Vaso and their respective directors, officers and other members of their management and employees may be deemed to be participants in the solicitation of proxies from Achari's and Vaso's stockholders with respect to the proposed business combination and related matters. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the directors and officers of Achari and Vaso in the proxy statement/prospectus to be filed by Achari relating to the proposed business combination when it is filed with the SEC and the proxy statement to be filed by Vaso relating to the proposed business combination when it is filed with the SEC. These documents may be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release is for informational purposes only, and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Forward-Looking Statements
Certain statements in this press release are "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements are often identified by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "forecasted," "projected," "potential," "seem," "future," "outlook," and similar expressions that predict or indicate future events or trends or otherwise indicate statements that are not of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements and factors that may cause actual results to differ materially from current expectations include, but are not limited to: (i) the effect of changes taking place across the intersection of the information technology and healthcare industries, (ii) continuation of the Company's agreement with a major healthcare diagnostic imaging equipment manufacturer, (iii) the impact of competitive technology and products and their pricing on the Company's technology and products, (iv) medical insurance reimbursement policies, (v) unexpected manufacturing or supplier problems, (vi) unforeseen difficulties and delays in product development programs, (vii) the actions of regulatory authorities and third-party payors in the United States and overseas, and (viii) the risk factors reported from time to time in the Company's and Achari's SEC reports. The forgoing factors are not exhaustive and additional factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the business combination; (2) the outcome of any legal proceedings that may be instituted against Achari or Vaso, the combined company or others following the announcement of the business combination and any definitive agreements with respect thereto; (3) the inability to complete the business combination due to the failure to obtain approval of the stockholders of Achari or Vaso or to satisfy other conditions to closing; (4) changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; (5) the ability to meet stock exchange listing standards following the consummation of the business combination; (6) the risk that the business combination disrupts current plans and operations of Vaso as a result of the announcement and consummation of the business combination; (7) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain key relationships and retain its management and key employees; (8) costs related to the business combination; (9) changes in applicable laws or regulations; (10) the possibility that Vaso or the combined company may be adversely affected by other economic, business, and/or competitive factors and (11) Vaso's estimates of expenses and profitability. The foregoing list of factors is not exhaustive.
The reader should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of Achari's final prospectus dated October 14, 2021 (Registration No. 333-258476), related to its initial public offering, Achari's and Vaso's Annual Reports on Form 10-K filed with the SEC and other documents filed by Achari and Vaso from time to time with the SEC.
The reader is cautioned not to place undue reliance on these forward-looking statements, which only speak as of the date made, are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside the control of Achari and Vaso. Achari and Vaso expressly disclaim any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations of Achari or Vaso with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Investor Contacts
For Vaso:
Michael J. Beecher
Investor Relations
Phone: 516-997-4600
Email: mbeecher@vasocorporation.com
For Achari:
Rob Kelly
MATTIO Communications
416-992-4539
AchariSpac@mattio.com
SOURCE: Vaso Corporation
VASO
Vaso Corporation, a Diversified Medical Technology Company Currently Trading on the OTCQX Market, to List on Nasdaq via SPAC Merger
Press Release | 12/07/2023
Business Combination with Achari Ventures Holdings Corp. I is Expected to Be Completed in First Quarter of 2024
Merger with Achari Ventures Holdings Corp. I (NASDAQ:AVHI) expected to improve capital market access for existing and prospective investors of Vaso Corporation (OTCQX:VASO).
The transaction values Vaso at a pro forma equity value of approximately $176 million at $10 per share.
Upon closing of the transaction, existing Vaso shareholders will receive consideration consisting entirely of shares of the surviving public combined company.
PLAINVIEW, NY / ACCESSWIRE / December 7, 2023 / Vaso Corporation ("Vaso," or "the Company"), a diversified medical technology company currently trading on the OTCQX market, today announced its plan to uplist from the OTCQX market to the Nasdaq Stock Market via a business combination (the "Transaction") with Achari Ventures Holdings Corp. I ("Achari", NASDAQ:AVHI). Upon the closing of the Transaction, Vaso common stock and warrants are expected to be listed on Nasdaq Capital Market ("Nasdaq") under the ticker symbols "VASO" and "VASOW", respectively. Vaso's common stock will continue to trade on the OTCQX market under the symbol "VASO" until trading on Nasdaq commences following the consummation of the proposed business combination.
Vaso is led by Chief Executive Officer Jun Ma, who will continue to lead the combined company following the proposed business combination. Achari is led by Chief Executive Officer Vikas Desai, who is also Chairman of Achari's Board of Directors.
Company Overview
Vaso Corporation is a diversified medical technology company with several distinctive but related specialties: managed IT systems and services, including healthcare software solutions and network connectivity services; professional sales services for diagnostic imaging products; and design, manufacture and sale of proprietary medical devices.
The Company operates through three wholly owned subsidiaries:
VasoTechnology, Inc. provides network and IT services through two business units: VasoHealthcare IT Corp., a national value added reseller of Radiology Information System ("RIS"), Picture Archiving and Communication System ("PACS"), and other software solutions from various vendors as well as related services, including implementation, management and support; and NetWolves Network Services LLC, a managed network services provider with an extensive, proprietary service platform to a broad base of customers.
Vaso Diagnostics, Inc. d.b.a. VasoHealthcare, provides professional sales services and is the operating subsidiary for the exclusive sales representation of a large healthcare diagnostic imaging equipment manufacturer in certain market segments in the United States.
VasoMedical, Inc. manages and coordinates the design, manufacture and sales of proprietary medical equipment and software, as well as operates the Company's overseas assets including China-based subsidiaries.
Transaction Overview
The Transaction values Vaso at a pro forma equity value of approximately $176 million, at $10.00 per share. The Boards of Directors of Vaso and Achari have each approved the Transaction, the consummation of which is subject to various customary closing conditions, including the filing and effectiveness of a Registration Statement on Form S-4 (as amended or supplemented, the "Registration Statement") by Achari with the United States Securities and Exchange Commission ("SEC"), the filing and clearance by the SEC of a proxy statement by Vaso and the approval of the stockholders of both Achari and Vaso of the proposed business combination (although Vaso shareholders representing 44% of Vaso's outstanding shares have entered into support agreements committing them to vote in favor of the Transaction). The Transaction is expected to close in the first quarter of 2024.
Additional information, including a copy of the business combination agreement, will be provided in Current Reports on Form 8-K to be filed by each of Achari and Vaso with the SEC.
Advisors
Ladenburg Thalmann & Co. Inc. is serving as financial and capital markets advisor to Vaso. Katten Muchin Rosenman LLP is acting as legal advisor to Achari and Ortoli Rosenstadt LLP is acting as legal advisor to Vaso.
About Achari Ventures Holdings Corp. I
Achari Ventures Holdings Corp. I (NASDAQ:AVHI) is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
Additional Information and Where to Find It
Achari intends to file with the SEC the Registration Statement, which will include a preliminary proxy statement/prospectus of Achari, which will be both the proxy statement to be distributed to holders of shares of Achari's common stock in connection with the solicitation of proxies for the vote by Achari's stockholders with respect to the proposed business combination and related matters as may be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued in the business combination. Vaso intends to file with the SEC (the "Company Proxy Statement") a preliminary proxy statement of Vaso, which will be the proxy statement to be distributed to holders of shares of Vaso's common stock in connection with the solicitation of proxies for the vote by Vaso's stockholders with respect to the proposed business combination and related matters as may be described in the proxy statement.
After the Registration Statement is declared effective, Achari will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders. After clearance from the SEC with respect to the Company Proxy Statement, Vaso will mail a definitive proxy statement and other relevant documents to its stockholders. Achari's and Vaso's stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus to be filed by Achari, and any amendments thereto, the preliminary proxy statement to be filed by Vaso, and any amendments thereto, the definitive proxy statement/prospectus to be filed by Achari and the definitive proxy statement to be filed by Vaso, because such documentation will contain important information about Achari, Vaso and the proposed business combination. This press release is not a substitute for the Registration Statement, the Company Proxy Statement, the definitive proxy statement/prospectus to be filed by Achari, the definitive proxy statement to be filed by Vaso or any other document that Achari or Vaso will send to their respective stockholders in connection with the business combination.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS, COMPANY PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION.
The definitive proxy statement/prospectus to be filed by Achari and the definitive proxy statement to be filed by Vaso will each be mailed to Achari and Vaso's respective stockholders as of record dates to be established for voting on the proposed business combination and related matters. Stockholders of Achari and Vaso may obtain copies of the proxy statement/prospectus to be filed by Achari and the proxy statement to be filed by Vaso, when available, without charge, at the SEC's website at www.sec.gov or by directing requests to each of: Vaso Corporation, 137 Commercial Street, Suite 200, Plainview, New York 11803 or Achari Ventures Holdings Corp. I, 60 Walnut Avenue, Suite 400, Clark, NJ 07066, as applicable.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE BUSINESS COMBINATION OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in Solicitation
This press release is not a solicitation of a proxy from any investor or security holder. However, Achari and Vaso and their respective directors, officers and other members of their management and employees may be deemed to be participants in the solicitation of proxies from Achari's and Vaso's stockholders with respect to the proposed business combination and related matters. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the directors and officers of Achari and Vaso in the proxy statement/prospectus to be filed by Achari relating to the proposed business combination when it is filed with the SEC and the proxy statement to be filed by Vaso relating to the proposed business combination when it is filed with the SEC. These documents may be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release is for informational purposes only, and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Forward-Looking Statements
Certain statements in this press release are "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Such forward-looking statements are often identified by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "forecasted," "projected," "potential," "seem," "future," "outlook," and similar expressions that predict or indicate future events or trends or otherwise indicate statements that are not of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements and factors that may cause actual results to differ materially from current expectations include, but are not limited to: (i) the effect of changes taking place across the intersection of the information technology and healthcare industries, (ii) continuation of the Company's agreement with a major healthcare diagnostic imaging equipment manufacturer, (iii) the impact of competitive technology and products and their pricing on the Company's technology and products, (iv) medical insurance reimbursement policies, (v) unexpected manufacturing or supplier problems, (vi) unforeseen difficulties and delays in product development programs, (vii) the actions of regulatory authorities and third-party payors in the United States and overseas, and (viii) the risk factors reported from time to time in the Company's and Achari's SEC reports. The forgoing factors are not exhaustive and additional factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the business combination; (2) the outcome of any legal proceedings that may be instituted against Achari or Vaso, the combined company or others following the announcement of the business combination and any definitive agreements with respect thereto; (3) the inability to complete the business combination due to the failure to obtain approval of the stockholders of Achari or Vaso or to satisfy other conditions to closing; (4) changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the business combination; (5) the ability to meet stock exchange listing standards following the consummation of the business combination; (6) the risk that the business combination disrupts current plans and operations of Vaso as a result of the announcement and consummation of the business combination; (7) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain key relationships and retain its management and key employees; (8) costs related to the business combination; (9) changes in applicable laws or regulations; (10) the possibility that Vaso or the combined company may be adversely affected by other economic, business, and/or competitive factors and (11) Vaso's estimates of expenses and profitability. The foregoing list of factors is not exhaustive.
The reader should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of Achari's final prospectus dated October 14, 2021 (Registration No. 333-258476), related to its initial public offering, Achari's and Vaso's Annual Reports on Form 10-K filed with the SEC and other documents filed by Achari and Vaso from time to time with the SEC.
The reader is cautioned not to place undue reliance on these forward-looking statements, which only speak as of the date made, are not a guarantee of future performance and are subject to a number of uncertainties, risks, assumptions and other factors, many of which are outside the control of Achari and Vaso. Achari and Vaso expressly disclaim any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the expectations of Achari or Vaso with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Investor Contacts
For Vaso:
Michael J. Beecher
Investor Relations
Phone: 516-997-4600
Email: mbeecher@vasocorporation.com
For Achari:
Rob Kelly
MATTIO Communications
416-992-4539
AchariSpac@mattio.com
SOURCE: Vaso Corporation
Moving iMage Technologies Announces First Quarter Fiscal 2024 Results
Revenue increased 13%; gross profit increased 17%; record quarterly gross margin of 27.4%; GAAP and Non-GAAP EPS of $0.04
Fountain Valley, CA – November 14, 2023: Moving iMage Technologies, Inc. (NYSE AMERICAN: MITQ), (“MiT”), a leading technology and services company for cinema, Esports, stadiums, arenas and other out-of-home entertainment venues, today announced results for its first quarter ended September 30, 2023.
“We started the new fiscal year on a strong note with double-digit growth in revenue, gross margin expansion and profits,” said Phil Rafnson, chairman and chief executive officer, MiT. “We’ve been talking about a technology refresh cycle for several quarters now, and this quarter’s results were encouraging, as projector replacements and our ADA compliance products were a key driver. We also made progress on several of the newer initiatives that we expect to drive revenue growth and profits over the next several years, including receiving our first orders for LEA Professional’s smart power amplifiers.
“From a capital allocation perspective, we put in place a 10b5-1 trading program for our previously approved share buyback at the end of the quarter. This meant that beginning November 1, the number of trading days that we could repurchase shares increased to approximately 250 days per year versus 90 days previously.”
First Quarter Fiscal 2024 Highlights (versus Fiscal 1Q23)
? Revenue increased 13.4% to $6.6 million compared to $5.9 million;
? Gross Profit increased of $1.8 million compared to $1.6 million; Gross Margin of 27.4%;
? GAAP Operating Income of $0.4 million compared to $0.0 million;
? GAAP Net Income and Earnings per Share (EPS) of $0.4 million and $0.04 compared to a GAAP Net Loss and Loss per Share of ($0.1) million and ($0.01), respectively;
? Non-GAAP Income and EPS of $0.4 million and $0.04 compared to Non-GAAP Net Income and Income per Share of $0.1 million and $0.01, respectively.
Select Financial Metrics: FY24 versus FY23 as of 9/30/2023*
(in millions, except for Loss per Share and percentages)
1Q24
1Q23
Change
Total Revenue
$6.6
$5.9
13.4%
Gross Profit
$1.8
$1.6
16.7%
Gross Margin
27.4%
26.6%
Operating Loss
$0.4
$0.0
700.0%
Operating Margin
5.8%
0.8%
GAAP Net Loss
$0.4
($0.1)
nm
GAAP Loss Per Share
$0.04
($0.01)
nm
Non-GAAP Net Loss
$0.4
$0.1
nm
Non-GAAP Loss Per Share
$0.04
$0.01
nm
nm = not measurable/meaningful; *may not add up due to rounding
Fiscal 2024 Commentary
“With the Hollywood strikes now behind us, the industry can jump start the production and release schedules and our customers, the cinema owners, which were not able to budget their expenditures with any confidence during the strike, can now start planning as well. Our initial fiscal 2024 guidance, which only included our legacy business and not our newer and emerging businesses, of low double-digit revenue growth with continuing to move towards break-even on a non-GAAP basis, took these delays into account with a down second quarter and a stronger second half of the year.
“That said, we continue to see multiple upside opportunities from our newer initiatives, which aren’t included in our current guidance. For instance, our guidance doesn’t include any sales of LEA Professional smart power amplifiers, but, in the second fiscal quarter, we’ve already announced two orders for these products, and there is ongoing evaluation and testing occurring at more theaters as we speak. Additional areas of potential upside include: an ADA compliance product refresh at a large national circuit that we are working to lock down; order growth in Esports shipments above the modest fiscal 2023 levels; National Amusements rolling out CineQC to its international locations; initial sales of MiTranslator and other international sales. Given these significant opportunities to accelerate growth, we plan to provide updates throughout the year as our growth initiatives hit milestones,” concluded Rafnson.
Trended Financials *
(in millions, except for Loss per
YTD
Share and percentages)
1Q23
2Q23
3Q23
4Q23
1Q24
FY22
FY23
FY24
Total Revenue
$5.9
$4.8
$3.7
$5.8
$6.6
$18.4
$20.2
$6.6
Gross Profit
1.6
1.3
1.0
1.4
1.8
4.5
5.3
1.8
Gross Margin
26.6%
27.1%
27.9%
24.2%
27.4%
24.3%
26.3%
27.4%
Operating Income (Loss)
0.0
(0.1)
(0.5)
(1.4)
0.4
1.8
2.0
0.4
Operating Margin
0.8%
-2.8%
-14.1%
-23.5%
5.8%
-9.6%
-9.8%
5.8%
GAAP Net Income (Loss)
$ (0.1)
$ 0.0
$ (0.4)
$ (1.3)
$ 0.4
$ (1.3)
$ (1.8)
$ 0.4
Diluted Income (Loss) Per Share
$ (0.01)
$ 0.00
$ (0.04)
$ (0.12)
$ 0.04
$ (0.13)
$ (0.16)
$ (0.04)
Non-GAAP Net Income (Loss)
$ 0.1
$ 0.00
$ (0.4)
$ (0.2)
$ 0.4
$ (1.5)
$ (0.7)
$ 0.4
Non-GAAP Diluted Income (Loss) Per Share
$ 0.01
$ 0.00
$ (0.04)
$ (0.02)
$ 0.04
$ (0.14)
$ (0.07)
$ 0.04
nm = not measurable/meaningful;
* may not add up due to rounding
Dial-in and Webcast Information
Date/Time: Tuesday, November 14, 2023, 12:00 p.m. ET
Toll-Free: 1-877-407-4018
Toll/International: 1-201-689-8471
Call me™: Participants can use Guest dial-in #s above and be answered by an operator OR click the Call me™ Link for instant telephone access to the event. Call me™ link will be made active 15 minutes prior to scheduled start time.
Webcast: https://viavid.webcasts.com/starthere.jsp?ei=1642336&tp_key=f7b20dddac
Telephone Replay
Replay Dial-In: 1-844-512-2921 or 1-412-317-6671
Replay Expiration: Tuesday, November 28, 2023 at 11:59 p.m. ET
Access ID: 13742538
Telephone Replays will be made available after conference end time.
About Moving iMage Technologies
Moving iMage Technologies is a leading manufacturer and integrator of purpose-built technology solutions and equipment to support a wide variety of entertainment applications, with a focus on motion picture exhibitions, sports venues and eSports. MiT offers a wide range of products and services, including custom engineering, systems design, integration and installation, enterprise software solution, digital cinema, A/V integration, as well as customized solutions for emerging entertainment technology. MiT’s Caddy Products division designs and sells proprietary cup-holder and other seating-based products and lighting systems for theaters and stadiums. For more information, visit www.movingimagetech.com.
Forward-Looking Statements
All statements above that are not purely about historical facts, including, but not limited to, those in which we use the words “believe,” “anticipate,” “expect,” “plan,” “intend,” “estimate,” “target” and similar expressions, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. While these forward-looking statements represent our current judgment of what may happen in the future, actual results may differ materially from the results expressed or implied by these statements due to numerous important factors. Our filings with the SEC provide detailed information on such statements and
risks and should be consulted along with this release. To the extent permitted under applicable law, we assume no obligation to update any forward-looking statements.
Contact:
Brian Siegel, IRC, MBA
Senior Managing Director, Hayden IR
(346) 396-8696
Brian@haydenir.com
About Moving iMage Technologies
Moving iMage Technologies is a leading manufacturer and integrator of purpose-built technology solutions and equipment to support a wide variety of entertainment applications, with a focus on motion picture exhibitions, sports venues and eSports. MiT offers a wide range of products and services, including custom engineering, systems design, integration and installation, enterprise software solution, digital cinema, A/V integration, as well as customized solutions for emerging entertainment technology. MiT’s Caddy Products division designs and sells proprietary cup-holder and other seating- based products and lighting systems for theaters and stadiums. For more information, visit www.movingimagetech.com.
MOVING IMAGE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands except share and per share amounts)
September 30,
June 30,
2023
2023
(unaudited)
Assets
Current Assets:
Cash
$
6,408
$
6,616
Accounts receivable, net
2,042
905
Inventories, net
4,752
4,419
Prepaid expenses and other
248
451
Total Current Assets
13,450
12,391
Long-Term Assets:
Right-of-use asset
349
415
Property and equipment, net
26
28
Intangibles, net
466
480
Other assets
16
16
Total Long-Term Assets
857
939
Total Assets
$
14,307
$
13,330
Liabilities And Stockholders’ Equity
Current Liabilities:
Accounts payable
$
2,912
$
1,507
Accrued expenses
843
618
Customer deposits
2,153
3,169
Lease liability–current
288
280
Unearned warranty revenue
12
26
Total Current Liabilities
6,208
5,600
Long-Term Liabilities:
Lease liability–non-current
76
151
Total Long-Term Liabilities
76
151
Total Liabilities
6,284
5,751
Stockholders’ Equity
Common stock, $0.00001 par value, 100,000,000 shares authorized, 10,685,778 and 10,685,778 shares issued and outstanding at September 30, 2023 and June 30, 2023, respectively
—
—
Additional paid-in capital
12,467
12,462
Accumulated deficit
(4,444)
(4,883)
Total Stockholders’ Equity
8,023
7,579
Total Liabilities and Stockholders’ Equity
$
14,307
$
13,330
The accompanying notes are an integral part of these condensed consolidated financial statements.
MOVING IMAGE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except share and per share amounts)
Three Months Ended
Three Months Ended
September 30,
September 30,
2023
2022
(unaudited)
Net sales
$
6,635
$
5,852
Cost of goods sold
4,816
4,293
Gross profit
1,819
1,559
Operating expenses:
Research and development
67
66
Selling and marketing
542
610
General and administrative
826
835
Total operating expenses
1,435
1,511
Operating profit
384
48
Other income (expense)
Unrealized loss on marketable securities
—
(140)
Realized loss on marketable securities
—
(23)
Interest and other income, net
55
20
Total other expense (income)
55
(143)
Net profit/(loss)
$
439
$
(95)
Weighted average shares outstanding: basic and diluted
10,685,778
10,928,724
Net profit/(loss) per common share basic and diluted
$
0.04
$
(0.01)
The accompanying notes are an integral part of these condensed consolidated financial statements.
MOVING IMAGE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Three Months Ended
Three Months Ended
September 30,
September 30,
2023
2022
Cash flows from operating activities:
Net profit/(loss)
$
439
$
(95)
Adjustments to reconcile net profit/(loss) to net cash provided by (used in) operating activities:
Provision for doubtful accounts
1
3
Depreciation expense
3
2
Amortization expense
14
24
ROU amortization
66
(5)
Stock option compensation expense
5
—
Unrealized loss on investments
—
140
Realized loss on investments
—
23
Changes in operating assets and liabilities
Accounts receivable
(1,138)
9
Inventories, net
(333)
(887)
Prepaid expenses and other
203
425
Accounts payable
1,405
1,597
Accrued expenses
225
28
Unearned warranty revenue
(14)
28
Customer deposits
(1,016)
(1,312)
Lease liabilities
(67)
—
Net cash used in operating activities
(207)
(20)
Cash flows from investing activities
Sales of marketable securities
—
493
Purchases of marketable securities
—
(517)
Purchases of property and equipment
(1)
(2)
Net cash used in investing activities
(1)
(26)
Net decrease in cash
(208)
(46)
Cash, beginning of the year
6,616
2,340
Cash, end of the year
$
6,408
$
2,294
The accompanying notes are an integral part of these condensed consolidated financial statements.
Use of Non-GAAP Measures
The Company uses non-GAAP net income/loss and earnings/loss per share as a measure customarily used by investors and analysts to evaluate the financial performance of companies in addition to the GAAP measures that we present. Our management also believes that that the elimination of one-time items and non-cash stock compensation expense is useful in evaluating our core operating results and when comparing results to prior periods. However, non-GAAP metrics are not a measure of financial performance under GAAP in the United States of America and should not be considered an alternative to net income as an indicator of our operating performance.
(in millions, except for Loss per Share and percentages)
1Q24
1Q23
Change
Total Revenue
$
6.6
$
5.9
13.4
%
Gross Profit
$
1.8
$
1.6
16.7
%
Gross Margin
27.4
%
26.6
%
Operating Loss
$
0.4
$
(0.0
)
700.0
%
Operating Margin
5.8
%
0.8
%
GAAP Net Income (Loss)
$
0.4
$
(0.1
)
nm
GAAP Income (Loss) Per Share
$
0.04
$
(0.01
)
nm
Non-GAAP Income (Loss)
$
0.4
$
0.1
nm
%
Non-GAAP Income (Loss) Per Share
$
0.04
$
0.01
nm
%
Exhibit 99.2
Brian Siegel
Thank you, Operator.
Good morning and welcome to Moving iMage Technologies' earnings conference call and webcast.
With me today is Chairman and CEO, Phil Rafnson, who will provide an industry overview; Co-Founder and Executive VP of Sales and Marketing, Joe Delgado, who will provide a strategy and business overview; and our CFO, Bill Greene. For those of you that have not seen today's release, it is available in the Investors section of our website.
Before beginning, I would like to remind everyone that, except for historical information, the matters discussed in this presentation are forward-looking statements that involve several risks and uncertainties. Words like believe, expect, anticipates, mean that these are our best estimates as of this writing, but that there can be no assurances that expected or anticipated results or events will actually take place. Actual future results could differ materially from those statements. Further information on the Company's risk factors is contained in the Company's quarterly and annual reports filed with the SEC.
Now, I'd like to turn the call over to Phil. Phil, take it away.
Phil Rafnson
Thank you, Brian, and thank you all for joining us today. I'm Phil Rafnson, CEO of Moving iMage Technologies, or MiT. As you look at MiT as an investment, industry and company-specific factors will contribute to our future performance. First, I'll address the cinema industry tailwinds and then Joe will discuss why we’re so excited about the future where we are introducing potentially disruptive technologies into cinema, Esports, stadiums, arenas and other live entertainment venues.
Historically, our business has been cyclical, driven by new technology and technology upgrade cycles. We are currently in the early days of one right now, where cinema owners are starting to upgrade their technology that is coming to the end of its useful life, with newer technologies such as laser projectors with upgraded servers, new screens and smart sound systems being purchased to replace these. Additionally, we are seeing cinema owners build new theaters, and upgrade or refurbish older ones. These new theaters often include new amenities such as dine-in, bars and more, all with the idea of making going to the movies a destination experience.
From an industry growth standpoint, as I’ve discussed previously on these calls, COVID took its toll on the industry. Over the past two years, we have returned to a more normalized environment, with the box office originally expected to approach pre-pandemic levels this year. Unfortunately, the Hollywood strikes have negatively impacted the box office over the near-term, but theater owners are pivoting to non-movie content, whether it be sports, Esports, or concerts, to offset some of the lost revenue. An example is AMC partnering with Taylor Swift to show her concerts in its theaters. Additionally, now that the actor's strike is over, we expect the studios to move ahead aggressively with marketing releasing new movies.
Before turning the call over to Joe, I'd like to thank our dedicated employees. Without them, we would not be in what I believe is the strongest position we've ever been in as a Company from an operational, financial product, and competitive perspective.
Thank you. Joe?
Joe Delgado
Thank you, Phil, and good morning, everyone.
I'll start by briefly reviewing our business and providing updates on each area. Today, cinema is our core legacy business, which consists of FF&E projects and selling our proprietary US-manufactured goods and third-party technologies. As Phil mentioned, this part of our business has historically been more cyclical and lumpy, with project start dates often being pushed out. Additionally, FF&E projects tend to be at the low end of our gross margin profile, although there is strong operating leverage in this part of the business.
Today, FF&E is the largest part of our business. However, given the lower margin profile, lumpiness, and timing factors I just mentioned, a major part of our strategy going forward is to shift our mix towards higher margin products, as well as smooth out the lumpiness and cyclicality.
For Cinema, this includes expanding our existing lineup of over 50 proprietary manufactured products, including our ADA products and Caddy lines, which were key contributors to our strong first quarter results. By manufacturing these products, we can significantly increase our margins on FF&E projects and our overall company gross margin when sold à la carte.
Additionally, our partnership with LEA Professional for smart power amps is another potential source of growth and margin expansion for FF&E projects and a la carte sales. Each theater needs 5 or 6 power amps, and the competitors' products tend to fail. LEA’s warranty is two times the industry's, demonstrating their confidence in product quality. After the end of the quarter, we announced our first two orders for these projects, and we currently have several large circuits testing these products. Between the quality at LEA and supply chain and quality challenges at their competitors, which are de-emphasizing the cinema market, I feel optimistic that we will see a nice sales ramp in FY24.
Next for Cinema, which truly excites me about our future, we are in the latter stages of going to market with a set of potentially disruptive, high-margin technology offerings that will also bring recurring services revenue. First, I'll discuss our MiTranslator offering. The MiTranslator is a multi-language technology solution with a recurring revenue stream that forms the high end of our accessibility strategy. The market in North America alone is tremendous, with over 70 million non-English proficient speakers who may not have previously attended the movies. With this product and service, those who did attend previously can now have a significantly enhanced moviegoing experience. This is a new product class for the industry, and adoption has yet to occur. That said, I believe there are now catalysts that play into adopting the MiTranslator solution.
The North American Theater Owners organization, known as NATO within the industry, established the Cinema Foundation, an all-industry non-profit charged with promoting and expanding the industry and the overall moviegoing experience. Our own Frank Tees serves on its Board of Directors. One of the foundation's top marketing priorities is to expand outreach and bring more ADA and non-English proficient patrons to the movies. These initiatives fall right into the wheelhouse of MiTranslator, and there was tremendous enthusiasm and interest in the product at CinemaCon and subsequent tradeshows. We believe that this industry effort bodes well for the success of MiTranslator, and we will keep you apprised of any developments.
CineQC, our SaaS-based quality control platform, is another example. We have been working with National Amusements, a large international movie circuit, on upgrading and improving this product. Unfortunately, the additional development we have been doing has delayed our plans to roll out the product more broadly. However, once complete, we will have a much more robust, tested offering to bring to other clients.
The next opportunity for us is to move beyond Cinema. Here, we are targeting two areas – other live entertainment venues and Esports.
I believe eSports has the potential to be a significant incremental growth driver for us in fiscal 2024. In May, we did an investor presentation, which is available on our IR website, with Rick Starr, founder of our Esports partner, SNDBX. He laid out his vision for creating the Little League of Esports by setting up local, amateur leagues in movie theaters hosted on the big screen. Not only is this a very attractive activity for parents and kids, but for theater owners as well. With a Sandbox league, a theater can fill excess capacity of over 6,000 empty seats per year and get a return on its investment in as little as eight months. That is a compelling return in general, but especially to the theater owners who are used to getting a return on their investments in 18 to 24 months. Rick then said, he already had an active pipeline in North America of over 2,500 locations and another 500 internationally. Right now, he is out doing a funding round, which will enable him to start to ramp up locations more quickly so stay tuned.
Finally, the growth opportunity I’m most excited about is what we currently call eCaddy. We have infused our Caddy product line of cupholders with technology and will develop applications and services for use in stadiums and arenas. We introduced the eCaddy concept to our first major league stadium executives in September and October. We got great feedback on the type of applications that would excite them and identified other potential partners. This month, we'll perform additional market research with other stadium and arena executives to further solidify the picture for the apps and services that drive demand for this product.
The TAM here is huge, with millions of existing seats becoming retrofit candidates in addition to new stadium and arena builds. The potential here on its own is tremendous, but in combination with eSports, MiTranslator, and CineQC, it can reshape our business and financial models in the future. We'll keep you appraised as we hit milestones.
As I mentioned on our previous call, we have accelerated our strategy to expand outside North America. We had established relationships overseas before the pandemic and have been reconnecting over the past few quarters. The opportunities here encompass many products that we believe can smoothly transition to international markets, including new product lines. Additionally, the cinema market in Europe is just starting to recover from the pandemic, roughly two years after we did, so the timing for us to explore these opportunities couldn’t be better. Initially, we see the opportunity for LEA smart power amps, MiTranslator, and CineQC to move to international markets in the years to come, and SNDBX already has a pipeline established outside North America.
Finally, we have an active corporate development program that includes business development deals we made with SNDBX and LEA, acquisitions such as the ADA product line, and other ongoing activities.
In conclusion, we are still in the early innings of our growth opportunity for our emerging technologies while our legacy business continues to improve.
With that, I thank you, and I'll turn it over to Brian.
Brian Siegel
Thanks Joe, and thank you, everyone, for attending our earnings call. I'm going to spend a little time reviewing your model, and then I'll take you through the quarter, followed by a Q&A.
Currently, FF&E projects are the key driver for our business, making up roughly 60% to 65% of revenue. We serve as a project manager, procuring and reselling FF&E and services for refurbishing and upgrading or building new theaters. Since much of the makeup of our projects are pass-through costs with a small margin added in, project margins are in the mid-teens. We have several routes to improve these margins, as demonstrated by our early FY24 results. Some ways that we improve project margins are to upsell installation services, including our proprietary manufactured products, and through the resale of higher margin technology products, including projectors and servers, and more recently, sound system products, through our relationship with LEA Professional.
As Joe and Phil mentioned, FF&E projects are more cyclical and can often see start dates pushed out, as we saw in FY23. Q124 saw some benefit from this, but we expect the majority to hit during the second half of the year.
Next, we sell our higher margin proprietary manufactured offerings à la carte, which have margins ranging from 35% to 55% and include our Caddy and ADA products. These products had strong quarters and contributed to the robust gross margin we reported in Q1.
In the future, as our emerging products like MiTranslator, CineQC, and eCaddy start to ramp and scale, we expect our mix to shift even more significantly away from FF&E, as we expect these products to have 50%+ gross margins.
Now, moving to the results. First quarter revenue of $6.6 million was up 13% versus $5.9 million last year.
Q1 Gross profit increased 17% to $1.8 million. Gross margin was up 80 basis points to 27.4% in the quarter, resulting from the favorable product mix.
Q1 GAAP Operating expenses were $1.4, down 5% versus last year, mainly due to lower corporate governance costs.
Q1 GAAP Operating income was $0.4 million versus a loss of $0.1 million last year.
Q1 GAAP net income and EPS were $0.4 million and $0.04 per share, versus a loss of $0.1 million and $0.01 per share last year.
Q1 Non-GAAP net income and EPS were $0.2 million and $0.02 compared to a loss of $0.1 million and $0.01 per share last year.
Reconciling this to GAAP, this year we added back $0.1 million in stock compensation.
Moving to the balance sheet, our cash and cash equivalents were $6.4 million at the end of the first quarter, down $200 thousand from the fourth quarter, mainly reflecting changes in working capital.
Now I’ll provide an update on our current FY24 expectations. I said last quarter that, only taking into account our legacy business, we expected to see low double-digit topline growth while paring losses and approaching break-even. To build on this, we expect the second quarter to be down year over year, reflecting traditional seasonal weakness. Our full year guidance already considered this, as we expected a stronger second half of the year.
Next, I provided upside opportunities not included in our guidance. I will now update these items.
? There is an ADA product refresh at a top 5 cinema circuit that would begin in the second half of fiscal 2024. We recently held conversations with this circuit and feel we are well-positioned to get this order.
? For Esports, last quarter, I said that our guidance included flat sales of our MovEsports systems to FY23, roughly 15-20 systems. I apologize, but I misspoke. In FY23, we only recognized revenue for 8 systems but received orders for 16 systems. Therefore, anything over eight systems sold in FY24 would be upside to our guidance. Additionally, once SNDBX closes its funding round, we expect them to quickly roll out leagues at the circuit that ordered the 8 systems not shipped in FY23.
? As I discussed in our recent investor presentations, our incremental market opportunity for selling LEA smart power amplifiers is very significant. Still, we included $0 for sales of these products in our FY24 guidance, so any orders, like the two orders we announced in the second quarter, would be upside. With a total market of about $630 million in North America and about 5-10% annual attrition rates, the replacement market is $30 to $60 million annually. Capturing just 10% of this could add $3 to $6 million in revenue, which is material, considering we only reported $20 million in fiscal 2023. And this doesn’t even take into consideration new projects or international sales.
? We continue to work with National Amusements and are awaiting their plans to roll out CineQC to their 500 international locations, which were not included in our guidance.
? Any sales of the MiTranslator and any International sales would also be upside.
Regarding catalysts, you should be looking for announcements on the key initiatives mentioned during this call and the upside opportunities I mentioned just now. We plan to provide milestone updates for our emerging products and announce whatever orders we can through press releases and earnings calls this year.
Overall, I continue to believe we’ve never been in a stronger position within cinema, and we are excited that our new initiatives are moving forward. We prudently want to ensure that we have the right offerings and that they are ready for prime time before we start marketing more aggressively.
Just to let everybody know, Joe and I will be at the Sidoti Microcap Conference this week, so please tune in to the webcast at 315 ET on Wednesday. The link is available on our website. If you're interested in a 1:1 meeting, please reach out to me or request one through the Sidoti portal.
I want to thank everyone for attending today's call and look forward to speaking with you again on our next call in mid February.
Petition to remove all of the CE’s from the OTC Markets. Give shareholders the right to choose!
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Detail by Entity Name
Florida Profit Corporation
ASTIKA HOLDINGS, INC.
Filing Information
Document Number
P11000004605
FEI/EIN Number
27-4601693
Date Filed
01/13/2011
State
FL
Status
ACTIVE
Last Event
REINSTATEMENT
Event Date Filed
09/28/2023
Principal Address
Level 1, 725 Rosebank Road
Avondale, Auckland 1348 NZ
Changed: 05/25/2017
Mailing Address
Level 1, 725 Rosebank Road
Avondale, Auckland 1348 NZ
Changed: 05/25/2017
Registered Agent Name & Address
INCORP SERVICES, INC.
3458 LAKESHORE DRIVE
TALLAHASSEE, FL 32312
Name Changed: 09/18/2015
Address Changed: 03/17/2023
Officer/Director Detail
Name & Address
Title P, T, D
Richards, Mark W.
Level 1, 725 Rosebank Road
Avondale, Auckland 1348 NZ
Title S, D
Willmott, Ralph M
Level 1, 725 Rosebank Road
Avondale, Auckland 1348 NZ
Annual Reports
Report Year Filed Date
2021 09/13/2021
2022 03/02/2022
2023 09/28/2023
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Detail by Entity Name
Florida Profit Corporation
ASTIKA HOLDINGS, INC.
Filing Information
Document Number
P11000004605
FEI/EIN Number
27-4601693
Date Filed
01/13/2011
State
FL
Status
ACTIVE
Last Event
REINSTATEMENT
Event Date Filed
09/28/2023
Principal Address
Level 1, 725 Rosebank Road
Avondale, Auckland 1348 NZ
Changed: 05/25/2017
Mailing Address
Level 1, 725 Rosebank Road
Avondale, Auckland 1348 NZ
Changed: 05/25/2017
Registered Agent Name & Address
INCORP SERVICES, INC.
3458 LAKESHORE DRIVE
TALLAHASSEE, FL 32312
Name Changed: 09/18/2015
Address Changed: 03/17/2023
Officer/Director Detail
Name & Address
Title P, T, D
Richards, Mark W.
Level 1, 725 Rosebank Road
Avondale, Auckland 1348 NZ
Title S, D
Willmott, Ralph M
Level 1, 725 Rosebank Road
Avondale, Auckland 1348 NZ
Annual Reports
Report Year Filed Date
2021 09/13/2021
2022 03/02/2022
2023 09/28/2023
CPRI Thanks for posting on this one at $37!
Coach parent Tapestry buying Capri, owner of Michael Kors and Versace, in $8.5 billion deal
NEW YORK (AP) — Tapestry, parent company of luxury handbag and accessories retailer Coach, is buying the owner of fashion brands including Michael Kors, Versace and Jimmy Choo, Capri Holdings. The approximately $8.5 billion deal puts Tapestry in a better position to take on its big European fashion rivals.
U.S. fashion houses have been attempting to take on powerhouses in Europe like LVMH and Kering.
Tapestry, whose brands also include Kate Spade and Stuart Weitzman, said Thursday that the combined company had global annual sales of more than $12 billion and has a presence in more than 75 countries.
Capri Holdings shareholders will receive $57.00 per share in cash.
French luxury conglomerate Kering reached a deal in July to buy a 30% stake in Italian fashion house Valentino for 1.7 billion euros from Qatari investment firm Mayhoola. Under the agreement, Kering, which owns Gucci, has the option to buy 100% of Valentino no later than 2028.
Kering had also tried to snap up Tom Ford, but beauty company Estee Lauder wound up reaching a deal with the luxury goods maker.
LVMH, meanwhile, purchased famed jewelry company Tiffany in 2021 after a back-and-forth between the two companies over the agreement.
The boards of Tapestry and Capri have approved the deal, which is expected to close next year. It still needs approval from Capri shareholders.
Thanks Hweb
Any thoughts on RELL down here, bouncing a little today
MDWT
https://www.otcmarkets.com/stock/MDWT/news/story?e&id=2513111
Midwest Holding Inc. To Be Acquired By Antarctica Capital For $27.00 Per Share
All-Cash Transaction Values Midwest at Approximately $100 Million, Representing a 97% Premium
LINCOLN, Neb. and NEW YORK, May 1, 2023 /PRNewswire/ -- Midwest Holding Inc. ("Midwest") (NASDAQ: MDWT), a technology-driven life and annuity platform, and Antarctica Capital ("Antarctica"), an international investment firm, today announced they have entered into a definitive merger agreement whereby an affiliate of Antarctica will acquire Midwest in an all-cash transaction valued at approximately $100 million.
Under the terms of the agreement, Midwest shareholders will receive $27.00 in cash per share, representing a 97% premium to the Company's closing share price on April 28, 2023, and a 75% premium over Midwest's 30-day volume-weighted average price as of April 28, 2023.
Georgette Nicholas, Chief Executive Officer of Midwest, said, "This transaction delivers a substantial cash premium to our shareholders while also providing Midwest with the resources necessary to fully capitalize on our platform, business momentum and market opportunity. The Board of Directors and management team conducted a comprehensive review of value creation opportunities, and we are confident this transaction provides a highly attractive outcome for Midwest. We look forward to working with the Antarctica team in this exciting new chapter."
Chandra Patel, Managing Partner of Antarctica Capital, said, "Midwest is an innovative insurance platform with an impressive team that has built a rapidly growing annuity business. The acquisition of Midwest represents a significant milestone for Antarctica's insurance strategy. Antarctica brings to Midwest its investment management expertise and asset origination capabilities that will enable Midwest to enhance the value it provides to its policyholders. In addition, we plan on utilizing our platform and existing partnerships to accelerate Midwest's "capital light strategy" to drive future growth. We look forward to welcoming Midwest to the Antarctica family of companies."
Following closing, Midwest will continue to be led by its current leadership team. In addition, Midwest is expected to maintain its name, personnel, headquarters in Lincoln, Nebraska, and operational hubs in New York and Vermont.
Approvals
The transaction has been unanimously approved by Midwest's Board of Directors and is expected to close in the second half of 2023, subject to certain customary closing conditions, including the receipt of insurance regulatory approvals and approval by Midwest shareholders.
Midwest shareholders representing approximately 33% of the Company's issued and outstanding shares have agreed to vote their shares in favor of the transaction. The transaction is not subject to any financing conditions.
Advisors
RBC Capital Markets is serving as financial advisor to Midwest. Insurance Advisory Partners LLC has rendered a fairness opinion to the Board of Directors in connection with the proposed transaction. Fried, Frank, Harris, Shriver & Jacobson LLP is serving as transaction counsel and Lamson Dugan & Murray LLP and Primmer Piper Eggleston Cramer PC are serving as insurance regulatory counsel to Midwest. Kirkland & Ellis LLP is acting as legal advisor to Antarctica Capital on this transaction.
About Midwest Holding Inc.
Midwest Holding Inc. is a technology-enabled, services-oriented annuity platform. Midwest designs and develops in-demand annuity products that are distributed through independent distribution channels to a large and growing demographic of U.S. retirees. Midwest originates, manages, and typically transfers these annuities through reinsurance arrangements to asset managers and other third-party investors. Midwest also provides the operational and regulatory infrastructure and expertise to enable asset managers and third-party investors to form and manage their own reinsurance capital vehicles. For more information, please visit www.midwestholding.com
About Antarctica Capital
Antarctica Capital is an international investment firm headquartered in New York with assets under management of approximately $1.5 billion as of December 31, 2022. Antarctica Capital is a registered investment advisor and is dedicated to investments in private markets and real assets and the establishment of long-term capital vehicles to leverage this investment focus. Antarctica Capital's investment approach is active ownership with an inherent focus on sustainability and providing more than capital to develop companies. The firm has an absolute return focus, which leads the firm to rigorously evaluate and build conviction around idiosyncratic investment opportunities and build value through the implementation of its investment strategies, such as SIGA®, SARO® and SEREY™. For more information visit https://antarcticacapital.com/.
Contacts
Midwest Holding
Investors: ir@midwestholding.com
Media: press@midwestholding.com or Paul Caminiti / Nicholas Leasure, Reevemark, 212-433-4600
Antarctica Capital
Media: info@antarcticacapital.com
Cautionary Statement Regarding Forward-Looking Statements
This communication and any documents referred to in this communication contain certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed acquisition of Midwest Holding Inc. (the "Company") by an affiliate of Antarctica Capital, LLC, including, but not limited to, statements regarding the anticipated timing of the closing of the proposed transaction. These forward-looking statements generally are identified by the words "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," "intend," "target," "contemplate," "project," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, (ii) the failure to satisfy the conditions to the consummation of the proposed transaction, including approval of the proposed transaction by the stockholders of the Company and the receipt of necessary regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction, (iv) the effect of the announcement or pendency of the proposed transaction on the Company's business relationships, operating results, and business generally, including the termination of any business contracts, (v) risks that the proposed transaction disrupts current plans and operations of the Company and potential difficulties in hiring and retaining key personnel as a result of the proposed transaction, (vi) risks related to diverting management's attention from the Company's ongoing business operations, (vii) risks that any announcements related to the proposed transaction could have adverse effects on the Company's stock price, credit ratings or operating results, (viii) the outcome of any legal proceedings that may be instituted related to the Merger Agreement or the proposed transaction and (ix) the significant transactions costs that the parties will incur in connection with the proposed transaction. The risks and uncertainties may be amplified by economic, market, business or geopolitical conditions or competition, or changes in such conditions, negatively affecting the Company's business, operations and financial performance. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the Company's business as described in the "Risk Factors" section of the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation to, and does not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company will be filing documents with the Securities and Exchange Commission ("SEC"), including preliminary and definitive proxy statements relating to the proposed transaction. A definitive proxy statement will be mailed or otherwise made available to the Company's stockholders in connection with the proposed transaction. This communication is not a substitute for the proxy statement or any other document that may be filed by the Company with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, OR DOCUMENTS INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any vote in respect of resolutions to be proposed at the Company's stockholder meeting to approve the proposed transaction or other responses in relation to the proposed transaction should be made only on the basis of the information contained in the Company's proxy statement. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC's website at www.sec.gov or on the Company's website at www.ir.midwestholding.com.
Participants in the Solicitation
The Company and certain of its directors, executive officers and employees may be considered participants in the solicitation of proxies from the Company's stockholders in connection with the proposed transaction. Information regarding the persons who, under the rules of the SEC, may be considered participants in the solicitation of proxies in connection with the proposed transaction, including the interests of the Company directors and executive officers in the transaction, will be set forth in the preliminary and definitive proxy statements that will be filed with the SEC relating to the transaction. Additional information regarding the Company's directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in the Company's proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on April 24, 2023. These documents are available free of charge at the SEC's website at www.sec.gov and on Company's website at www.ir.midwestholding.com.
https://c212.net/c/img/favicon.png?sn=LA85927&sd=2023-05-01 View original content:https://www.prnewswire.com/news-releases/midwest-holding-inc-to-be-acquired-by-antarctica-capital-for-27-00-per-share-301811881.html
SOURCE Midwest Holding Inc.
https://www.otcmarkets.com/stock/MDWT/news/story?e&id=2513111
Midwest Holding Inc. To Be Acquired By Antarctica Capital For $27.00 Per Share
All-Cash Transaction Values Midwest at Approximately $100 Million, Representing a 97% Premium
LINCOLN, Neb. and NEW YORK, May 1, 2023 /PRNewswire/ -- Midwest Holding Inc. ("Midwest") (NASDAQ: MDWT), a technology-driven life and annuity platform, and Antarctica Capital ("Antarctica"), an international investment firm, today announced they have entered into a definitive merger agreement whereby an affiliate of Antarctica will acquire Midwest in an all-cash transaction valued at approximately $100 million.
Under the terms of the agreement, Midwest shareholders will receive $27.00 in cash per share, representing a 97% premium to the Company's closing share price on April 28, 2023, and a 75% premium over Midwest's 30-day volume-weighted average price as of April 28, 2023.
Georgette Nicholas, Chief Executive Officer of Midwest, said, "This transaction delivers a substantial cash premium to our shareholders while also providing Midwest with the resources necessary to fully capitalize on our platform, business momentum and market opportunity. The Board of Directors and management team conducted a comprehensive review of value creation opportunities, and we are confident this transaction provides a highly attractive outcome for Midwest. We look forward to working with the Antarctica team in this exciting new chapter."
Chandra Patel, Managing Partner of Antarctica Capital, said, "Midwest is an innovative insurance platform with an impressive team that has built a rapidly growing annuity business. The acquisition of Midwest represents a significant milestone for Antarctica's insurance strategy. Antarctica brings to Midwest its investment management expertise and asset origination capabilities that will enable Midwest to enhance the value it provides to its policyholders. In addition, we plan on utilizing our platform and existing partnerships to accelerate Midwest's "capital light strategy" to drive future growth. We look forward to welcoming Midwest to the Antarctica family of companies."
Following closing, Midwest will continue to be led by its current leadership team. In addition, Midwest is expected to maintain its name, personnel, headquarters in Lincoln, Nebraska, and operational hubs in New York and Vermont.
Approvals
The transaction has been unanimously approved by Midwest's Board of Directors and is expected to close in the second half of 2023, subject to certain customary closing conditions, including the receipt of insurance regulatory approvals and approval by Midwest shareholders.
Midwest shareholders representing approximately 33% of the Company's issued and outstanding shares have agreed to vote their shares in favor of the transaction. The transaction is not subject to any financing conditions.
Advisors
RBC Capital Markets is serving as financial advisor to Midwest. Insurance Advisory Partners LLC has rendered a fairness opinion to the Board of Directors in connection with the proposed transaction. Fried, Frank, Harris, Shriver & Jacobson LLP is serving as transaction counsel and Lamson Dugan & Murray LLP and Primmer Piper Eggleston Cramer PC are serving as insurance regulatory counsel to Midwest. Kirkland & Ellis LLP is acting as legal advisor to Antarctica Capital on this transaction.
About Midwest Holding Inc.
Midwest Holding Inc. is a technology-enabled, services-oriented annuity platform. Midwest designs and develops in-demand annuity products that are distributed through independent distribution channels to a large and growing demographic of U.S. retirees. Midwest originates, manages, and typically transfers these annuities through reinsurance arrangements to asset managers and other third-party investors. Midwest also provides the operational and regulatory infrastructure and expertise to enable asset managers and third-party investors to form and manage their own reinsurance capital vehicles. For more information, please visit www.midwestholding.com
About Antarctica Capital
Antarctica Capital is an international investment firm headquartered in New York with assets under management of approximately $1.5 billion as of December 31, 2022. Antarctica Capital is a registered investment advisor and is dedicated to investments in private markets and real assets and the establishment of long-term capital vehicles to leverage this investment focus. Antarctica Capital's investment approach is active ownership with an inherent focus on sustainability and providing more than capital to develop companies. The firm has an absolute return focus, which leads the firm to rigorously evaluate and build conviction around idiosyncratic investment opportunities and build value through the implementation of its investment strategies, such as SIGA®, SARO® and SEREY™. For more information visit https://antarcticacapital.com/.
Contacts
Midwest Holding
Investors: ir@midwestholding.com
Media: press@midwestholding.com or Paul Caminiti / Nicholas Leasure, Reevemark, 212-433-4600
Antarctica Capital
Media: info@antarcticacapital.com
Cautionary Statement Regarding Forward-Looking Statements
This communication and any documents referred to in this communication contain certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed acquisition of Midwest Holding Inc. (the "Company") by an affiliate of Antarctica Capital, LLC, including, but not limited to, statements regarding the anticipated timing of the closing of the proposed transaction. These forward-looking statements generally are identified by the words "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," "intend," "target," "contemplate," "project," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, (ii) the failure to satisfy the conditions to the consummation of the proposed transaction, including approval of the proposed transaction by the stockholders of the Company and the receipt of necessary regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction, (iv) the effect of the announcement or pendency of the proposed transaction on the Company's business relationships, operating results, and business generally, including the termination of any business contracts, (v) risks that the proposed transaction disrupts current plans and operations of the Company and potential difficulties in hiring and retaining key personnel as a result of the proposed transaction, (vi) risks related to diverting management's attention from the Company's ongoing business operations, (vii) risks that any announcements related to the proposed transaction could have adverse effects on the Company's stock price, credit ratings or operating results, (viii) the outcome of any legal proceedings that may be instituted related to the Merger Agreement or the proposed transaction and (ix) the significant transactions costs that the parties will incur in connection with the proposed transaction. The risks and uncertainties may be amplified by economic, market, business or geopolitical conditions or competition, or changes in such conditions, negatively affecting the Company's business, operations and financial performance. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the Company's business as described in the "Risk Factors" section of the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation to, and does not intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.
Additional Information and Where to Find It
In connection with the proposed transaction, the Company will be filing documents with the Securities and Exchange Commission ("SEC"), including preliminary and definitive proxy statements relating to the proposed transaction. A definitive proxy statement will be mailed or otherwise made available to the Company's stockholders in connection with the proposed transaction. This communication is not a substitute for the proxy statement or any other document that may be filed by the Company with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, OR DOCUMENTS INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Any vote in respect of resolutions to be proposed at the Company's stockholder meeting to approve the proposed transaction or other responses in relation to the proposed transaction should be made only on the basis of the information contained in the Company's proxy statement. Investors and security holders may obtain free copies of these documents (when they are available) and other related documents filed with the SEC at the SEC's website at www.sec.gov or on the Company's website at www.ir.midwestholding.com.
Participants in the Solicitation
The Company and certain of its directors, executive officers and employees may be considered participants in the solicitation of proxies from the Company's stockholders in connection with the proposed transaction. Information regarding the persons who, under the rules of the SEC, may be considered participants in the solicitation of proxies in connection with the proposed transaction, including the interests of the Company directors and executive officers in the transaction, will be set forth in the preliminary and definitive proxy statements that will be filed with the SEC relating to the transaction. Additional information regarding the Company's directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in the Company's proxy statement for its 2023 annual meeting of stockholders, which was filed with the SEC on April 24, 2023. These documents are available free of charge at the SEC's website at www.sec.gov and on Company's website at www.ir.midwestholding.com.
https://c212.net/c/img/favicon.png?sn=LA85927&sd=2023-05-01 View original content:https://www.prnewswire.com/news-releases/midwest-holding-inc-to-be-acquired-by-antarctica-capital-for-27-00-per-share-301811881.html
SOURCE Midwest Holding Inc.
TOP now halted at 210.00 ugh
I received mine as well, ready for some good news!
I called also and TDAmeritrade told me I would get the shares in my account when they received them.
No shares here yet.
it's always darkest before the dawn OR a really horrible storm
Always a good idea to take a little profit especially in the current market environment
CORRECTION FROM SOURCE: Vaso Corporation Announces Financial Results for Fourth Quarter and Full Year of 2022
Press Release | 03/29/2023
The Company Announces Record Annual Revenue and Profit
PLAINVIEW, NY / ACCESSWIRE / March 29, 2023 / Vaso Corporation ("Vaso") (OTCQB:VASO) today announced its operating results for the three months and year ended December 31, 2022.
"The Company recorded annual revenue of $80.0 million in fiscal year 2022, a growth of 5.9% over the prior year, and achieved an annual operating income of $7.0 million, an increase of 149.5% year-over-year. Net income for the year also increased significantly, to $11.9 million from $6.1 million for 2021," stated Dr. Jun Ma, President and Chief Executive Officer of Vaso Corporation. "We were able to deliver such continued improvements in the top- and bottom-line results thanks to the extraordinary performance of our professional sales service segment and improved operating results in our IT segment, despite the negative effect of last year's COVID lockdowns in China that our equipment segment endured."
"Our balance sheet remains strong, with $20.3 million of cash and short-term investments at the end of 2022 as a result of $14.4 million in operating cashflow generated during the year," Dr. Ma continued. "Deferred revenue increased by $5.8 million in fiscal year 2022 to reach a historical high of $30.8 million as of December 31, 2022, which will turn into recognized revenue once the underlying products or services are delivered in future periods."
"With a healthy financial position and a diversified business portfolio, management is optimistic about the Company's performance going forward. Our IT segment has improved operating efficiency as it's recovering from the impact of the COVID-19 pandemic; our professional sales service segment continues to outperform expectations and has expanded the scope of its partnership with GE HealthCare; and our equipment segment is starting to evolve from a pure product play to a more product-based service business. We would not be able to accomplish all these without our employees' dedication and professionalism. On behalf of the board of directors, I want to thank them as well as our shareholders for their continued support," concluded Dr. Ma.
Financial Results for Three Months Ended December 31, 2022
For the three months ended December 31, 2022, revenue decreased by 4.2% to $23.5 million from $24.5 million for the same period of 2021, due to lower revenues in all our business segments. Revenue in our IT segment decreased by $0.4 million, or 3.7%, to $10.2 million as the result of lower recurring services during the quarter; revenue in our equipment segment decreased by $0.5 million, or 39.1%, to $0.8 million due to lower equipment sales in China in the quarter; and revenue in our professional sales service segment decreased by $0.1 million, or 1.0%, to $12.4 million due to lower incentive revenue when compared to the prior year, partially offset by higher equipment deliveries. We anticipate that revenue will improve in all three business segments, as we expect growth from new business in the IT segment, growth in our professional sales service segment resulting from strong order bookings in 2022, and a recovery of our China operations from last year's COVID lockdowns.
Gross profit for the fourth quarter of 2022 decreased by 5.3% to $14.8 million, compared with a gross profit of $15.7 million for the same quarter of 2021. This decrease was primarily the result of a decrease in revenue and the increase in commission expense in the professional sales service segment.
Selling, general and administrative (SG&A) expenses for the fourth quarter of 2022 increased by 2.9% to $11.3 million, compared to $10.9 million for the fourth quarter of 2021. The increase was primarily attributable to an increase in personnel and travel costs in the professional sales service segment, offset by a decrease in travel and other costs in the IT segment. SG&A expenses were 48.0% and 44.7% of revenue in the fourth quarter of 2022 and 2021, respectively.
Net income for the three months ended December 31, 2022 was $8.2 million, compared with a net income of $3.3 million for the three months ended December 31, 2021. The increase was primarily due to the recognition of a $4.8 million tax benefit resulting from a reduction in the reserve for deferred tax assets.
Financial Results for Year Ended December 31, 2022
For the year ended December 31, 2022, revenue increased by $4.4 million, or 5.9%, to $80.0 million when compared with $75.6 million of revenue for the year 2021. Revenue in our IT segment decreased by 6.6% to $40.1 million for the year 2022, from 2021 revenue of $42.9 million, primarily due to a decrease of revenue in the network services business. Commission revenues in our professional sales service segment increased by $7.9 million, or 26.8%, to $37.3 million in the year 2022, compared to $29.4 million in 2021, primarily as the result of higher equipment deliveries by our partner and higher blended commission rates for the equipment delivered during the year. Equipment segment revenue for the year 2022 decreased by 20.1% to $2.6 million, from $3.2 million in 2021, due to a decrease in product sales in our China operations and the effect of foreign exchange rates, partially offset by a small increase in U.S. sales.
Gross profit for the year ended December 31, 2022 increased by 12.4% to $48.5 million, from $43.1 million in 2021, as a result of the higher revenue as well as higher gross profit margin in 2022.
SG&A expenses for the year ended December 31, 2022 increased by $2.3 million, or 5.8%, to $40.8 million, or 51.0% of revenue, compared with $38.6 million, or 51.1% of revenue, for the same period in 2021. The increase resulted primarily from an increase of $2.2 million in personnel and travel costs in the professional sales service segment.
For the year ended December 31, 2022, the Company had net income of $11.9 million, $5.8 million greater than the net income of $6.1 million for the year ended December 31, 2021.
Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, and share-based compensation) was $9.0 million for the year ended December 31, 2022, compared to Adjusted EBITDA of $10.4 million for the year ended December 31, 2021 which included $3.6 million of PPP loan and interest forgiveness the Company recognized as income in 2021.
Net cash provided from operating activities in 2022 was $14.4 million, compared to net cash provided from operating activities of $7.8 million in 2021. The increase is principally due to the increase in profitability. Net cash and short-term investments increased to $20.3 million at December 31, 2022, compared to $6.6 million at December 31, 2021. The increase is the net effect of the increase in cash from operating activities and lower debt service payments in 2022 compared to 2021.
Deferred revenue increased to $30.8 million at December 31, 2022, compared to $25.0 million at December 31, 2021. The increase is primarily the result of higher order bookings in the professional sales service segment. Deferred revenue will be recognized in the future when the underlying equipment or services are delivered and accepted at the customer site.
About Vaso
Vaso Corporation is a diversified medical technology company with several distinctive but related specialties: managed IT systems and services, including healthcare software solutions and network connectivity services; professional sales services for medical equipment; and design, manufacture and sale of proprietary medical devices.
The Company operates through three wholly owned subsidiaries:
VasoTechnology, Inc. provides network and IT services through two business units: NetWolves Network Services LLC, a managed network services provider with an extensive, proprietary service platform to a broad base of customers; and VasoHealthcare IT Corp., a national value added reseller of Radiology Information System ("RIS"), Picture Archiving and Communication System ("PACS"), and other software solutions from various vendors as well as related services, including implementation, management and support.
Vaso Diagnostics, Inc. d.b.a. VasoHealthcare, provides professional sales services and is the operating subsidiary for the exclusive sales representation of GE HealthCare diagnostic imaging and ultrasound products in certain market segments in the USA.
VasoMedical, Inc. manages and coordinates the design, manufacture and sales of proprietary medical equipment and software, as well as operates the Company's overseas assets including China-based subsidiaries.
Additional information is available on the Company's website at www.vasocorporation.com.
Summarized Financial Information
FOR THE THREE MONTHS ENDED FOR THE YEAR ENDED
STATEMENTS OF OPERATIONS
December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021
(In thousands)
(Unaudited)
Revenue
$ 23,470 $ 24,500 $ 80,017 $ 75,579
Gross profit
14,840 15,674 48,481 43,133
Operating income
3,398 3,443 7,033 2,819
Other income (expense), net
41 (67 ) 97 3,432
Income before taxes
3,439 3,376 7,130 6,251
Income tax benefit (expense)
4,785 (64 ) 4,743 (151 )
Net income
8,224 3,312 11,873 6,100
Income tax (benefit) expense
(4,785 ) 64 (4,743 ) 151
Interest (income) expense, net
(75 ) 40 (85 ) 301
Depreciation and amortization
347 2,092 1,923 3,840
Non-cash stock-based compensation
13 6 35 31
Adjusted EBITDA*
$ 3,724 $ 5,514 $ 9,003 $ 10,423
BALANCE SHEETS December 31, 2022 December 31, 2021
(In thousands)
Total current assets
$ 42,000 $ 27,803
Total assets
$ 72,655 $ 52,361
Total current liabilities
$ 31,708 $ 31,000
Total stockholders' equity
$ 22,875 $ 11,310
*Adjusted EBITDA is earnings before interest, taxes, depreciation and amortization and non-cash stock-based compensation.
Except for historical information contained in this release, the matters discussed are forward-looking statements that involve risks and uncertainties. When used in this report, words such as "anticipates", "believes", "could", "estimates", "expects", "may", "optimistic", "plans", "potential" and "intends" and similar expressions, as they relate to the Company or its management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company's management, as well as assumptions made by and information currently available to the Company's management. Among the factors that could cause actual results to differ materially are the following: the effect of business and economic conditions, including the possibility of a downturn in the US economy and the continued impact of the COVID-19 pandemic; the effect of the dramatic changes taking place in IT and healthcare; continuation of the GEHC agreement; the impact of competitive technology and products and their pricing; medical insurance reimbursement policies; manufacturing or supplier problems; unforeseen difficulties and delays in product development programs; the actions of regulatory authorities and third-party payers in the United States and overseas; and the risk factors reported from time to time in the Company's SEC reports. The Company undertakes no obligation to update forward-looking statements as a result of future events or developments.
SOURCE: Vaso Corporation
View source version on accesswire.com:
https://www.accesswire.com/746443/CORRECTION-FROM-SOURCE-Vaso-Corporation-Announces-Financial-Results-for-Fourth-Quarter-and-Full-Year-of-2022
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https://www.otcmarkets.com/stock/VASO/news/Vaso-Corporation-Announces-Financial-Results-for-Fourth-Quarter-and-Full-Year-of-2022?id=394880
Vaso Corporation Announces Financial Results for Fourth Quarter and Full Year of 2022
Press Release | 03/29/2023
The Company Reports 5.9% Growth in Revenue and 149% Growth in Operating Income
PLAINVIEW, NY / ACCESSWIRE / March 29, 2023 / Vaso Corporation ("Vaso") (OTCQB:VASO) today announced its operating results for the three months and year ended December 31, 2022.
"Our professional sales service segment continued exceptional growth, driving the Company's total revenue for fiscal year 2022 to $80.0 million, a growth of 5.9% over the fiscal year 2021. Compounding it with an improvement in gross profit, we recorded an annual operating profit of $7.9 million, an increase of 12.4% year-over-year," commented Dr. Jun Ma, President and Chief Executive Officer of Vaso Corporation. "Such an accomplishment would not be possible without the dedication and professionalism of our employees, who must be constantly balancing their life and work while facing the tremendous uncertainties in business and daily life during the pandemic. On behalf of the board of directors and the management of the Company, I thank you."
"The Company's financial position continues to improve with little debt and with cash and short term investments of $20.3 million at year end. In addition, deferred revenue as of December 31, 2022 was at a historical high of $30.8 million, a $5.8 million increase over the prior 12-month period. With a healthy cash position thanks to the positive cash flow of $14.4 million generated in operating activities during the year, and in light of the pandemic's recent tapering off, we remain optimistic about the Company's performance going forward," concluded Dr. Ma.
Financial Results for Three Months Ended December 31, 2022
For the three months ended December 31, 2022, revenue decreased by 4.2% to $23.5 million from $24.5 million for the same period of 2021, due primarily to the decrease of $.4 million, or 3.8%, in revenue in our IT segment as the result of lower recurring services during the quarter and a decrease of $.5 million, or 39.2%, in revenue in our equipment segment due to lower equipment sales. Revenue in our professional sales service segment decreased 1.0%, to $12.4 million in the fourth quarter 2022, compared to the same quarter of 2021, due to lower incentive revenue, partially offset by higher equipment deliveries. We anticipate that revenue will improve in our IT and professional sales service segments in 2023 as we expect growth from new business in the IT segment and growth in our professional sales service segment resulting from strong order bookings in 2022.
Gross profit for the fourth quarter of 2022 decreased by 5.3% to $14.8 million, compared with a gross profit of $15.7 million for the same quarter of 2021. This decrease was primarily the result of the increase in commission expense in the professional sales service segment and lower sales in the equipment segment.
Selling, general and administrative (SG&A) expenses for the fourth quarter of 2022 increased by 2.9% to $11.3 million, compared to $10.9 million for the fourth quarter of 2021. The increase was primarily attributable to an increase in personnel and travel costs in the professional sales service segment, offset by a decrease in travel and other costs in the IT segment. SG&A expenses were 48.0% and 44.7% of revenue in the fourth quarter of 2022 and 2021, respectively.
Net income for the three months ended December 31, 2022 was $8.2 million, compared with a net income of $3.3 million for the three months ended December 31, 2021. The increase was primarily due to the recognition of a $4.8M tax benefit resulting from a reduction in the reserve for deferred tax assets.
Financial Results for Year Ended December 31, 2022
For the year ended December 31, 2022, revenue increased by $4.4 million or 5.9% to $80.0 million when compared with $75.6 million for the year 2021. Revenue in our IT segment decreased 6.6% to $40.1 million for the year 2022, from 2021 revenue of $42.9 million, primarily due to a decrease of revenue in the network services business. Commission revenues in our professional sales service segment increased $7.9 million, or 26.8%, to $37.3 million in the year 2022, compared to $29.4 million in 2021. The increase was the result of higher equipment deliveries by our partner and higher blended commission rates for the equipment delivered during the year. Equipment segment revenue for the year 2022 decreased by 20.1% to $2.6 million, from $3.2 million in 2021, principally due to an decrease in product sales in our China operations and the effect of foreign exchange rates.
Gross profit for the year ended December 31, 2022 increased 12.4% to $48.5 million, from $43.1 million in 2021, as a result of the higher revenue in our professional sales service segment.
SG&A expenses for the year ended December 31, 2022 increased $2.3 million or 5.8% to $40.8 million, or 51.0% of revenue, compared with $38.6 million, or 51.1% of revenue, for the same period in 2021. The increase resulted primarily from an increase of $2.2 million in personnel and travel costs in the professional sales service segment.
For the year ended December 31, 2022, the Company had net income of $11.9 million, $5.8 million greater than the net income of $6.1 for the year ended December 31, 2021.
Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, and share-based compensation) was $9.0 million for the year ended December 31, 2022 compared to Adjusted EBITDA of $10.4 million for the year ended December 31, 2021.
Net cash provided from operating activities in 2022 was $14.4 million, compared to net cash provided from operating activities of $7.8 million in 2021. The increase is principally due to the increase in profitability. Net cash and short-term investments increased to $20.3 million at December 31, 2022, compared to $6.6 million at December 31, 2021. The increase in cash is the net effect of the increase in cash from operating activities and lower debt service payments in 2022 compared to 2021.
Deferred revenue increased to $30.8 million at December 31, 2022, compared to $25.0 million at December 31, 2021. The increase is primarily the result of high order bookings in the professional sales service segment. The deferred revenue will be recognized in the future when the underlying equipment or services are delivered and accepted at the customer site.
About Vaso
Vaso Corporation is a diversified medical technology company with several distinctive but related specialties: managed IT systems and services, including healthcare software solutions and network connectivity services; professional sales services for diagnostic imaging products; and design, manufacture and sale of proprietary medical devices.
The Company operates through three wholly owned subsidiaries:
VasoTechnology, Inc. provides network and IT services through two business units: VasoHealthcare IT Corp., a national value added reseller of Radiology Information System ("RIS"), Picture Archiving and Communication System ("PACS"), and other software solutions from various vendors as well as related services, including implementation, management and support; and NetWolves Network Services LLC, a managed network services provider with an extensive, proprietary service platform to a broad base of customers.
Vaso Diagnostics, Inc. d.b.a. VasoHealthcare, provides professional sales services and is the operating subsidiary for the exclusive sales representation of GE Healthcare diagnostic imaging products in certain market segments in the USA.
VasoMedical, Inc. manages and coordinates the design, manufacture and sales of proprietary medical equipment and software, as well as operates the Company's overseas assets including China-based subsidiaries.
Additional information is available on the Company's website at www.vasocorporation.com.
Summarized Financial Information
FOR THE THREE MONTHS ENDED FOR THE YEAR ENDED
STATEMENTS OF OPERATIONS
December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021
(In thousands)
(Unaudited)
Revenue
$ 23,470 $ 24,500 $ 80,017 $ 75,579
Gross profit
14,840 15,674 48,481 43,133
Operating income
3,398 3,443 7,033 2,819
Other income (expense), net
41 (67 ) 97 3,432
Income before taxes
3,439 3,376 7,130 6,251
Income tax benefit (expense)
4,785 (64 ) 4,743 (151 )
Net income
8,224 3,312 11,873 6,100
Income tax (benefit) expense
(4,785 ) 64 (4,743 ) 151
Interest (income) expense, net
(75 ) 40 (85 ) 301
Depreciation and amortization
347 2,092 1,923 3,840
Non-cash stock-based compensation
13 6 35 31
Adjusted EBITDA*
$ 3,724 $ 5,514 $ 9,003 $ 10,423
BALANCE SHEETS December 31, 2022 December 31, 2021
(In thousands)
Total current assets
$ 42,000 $ 27,803
Total assets
$ 72,655 $ 52,361
Total current liabilities
$ 31,708 $ 31,000
Total stockholders' equity
$ 22,875 $ 11,310
*Adjusted EBITDA is earnings before interest, taxes, depreciation and amortization and non-cash stock-based compensation.
Except for historical information contained in this release, the matters discussed are forward-looking statements that involve risks and uncertainties. When used in this report, words such as "anticipates", "believes", "could", "estimates", "expects", "may", "optimistic", "plans", "potential" and "intends" and similar expressions, as they relate to the Company or its management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company's management, as well as assumptions made by and information currently available to the Company's management. Among the factors that could cause actual results to differ materially are the following: the effect of business and economic conditions, including the impact of the current COVID-19 pandemic; the effect of the dramatic changes taking place in IT and healthcare; continuation of the GEHC agreement; the impact of competitive technology and products and their pricing; medical insurance reimbursement policies; unexpected manufacturing or supplier problems; unforeseen difficulties and delays in product development programs; the actions of regulatory authorities and third-party payers in the United States and overseas; and the risk factors reported from time to time in the Company's SEC reports. The Company undertakes no obligation to update forward-looking statements as a result of future events or developments.
Investor Contact:
Michael J. Beecher
Investor Relations
Phone: 516-997-4600
Email: mbeecher@vasocorporation.com
SOURCE: Vaso Corporation
View source version on accesswire.com:
https://www.accesswire.com/746125/Vaso-Corporation-Announces-Financial-Results-for-Fourth-Quarter-and-Full-Year-of-2022
Hmm, interesting situation here with ASKH
Very thin for sure
I saw it this morning, patience may pay off again with this one :)
Sounds good Def 14c today
https://www.otcmarkets.com/filing/html?id=16474272&guid=Gf4-kaH2vz5PB3h
To the Stockholders of Arvana Inc.:
Arvana Inc. is delivering this Notice of Stockholder Action by Written Consent with the accompanying Information Statement to inform its stockholders that on February 22, 2023, the holders of a majority of the votes entitled to be cast by all holders of Arvana common stock, on the recommendation of its Board of Directors, approved by written consent, in lieu of a stockholders meeting, to effect a three-for-one (3-1) forward-split of its outstanding shares of common stock (“Forward-Split”), and to approve the Arvana Inc. 2022 Stock Incentive Plan, to qualify same, and to ratify stock options or restricted stock awards granted thereunder, in addition to those that may be granted in the future (“Incentive Plan”).
The Forward Split and the Incentive Plan were approved by Arvana’s Board by unanimous written consent and recommended to our controlling stockholder for stockholder action by written consent, as permitted under the Nevada Revised Statutes (“NRS”), and Arvana’s Bylaws. NRS § 78.320 (2) directs that any action that may be taken at a meeting of stockholders may be taken without a meeting if written consent thereto is signed by stockholders holding at least a majority of the voting power. Article III § 13 of the Bylaws permits stockholder action by written consent in accordance with the NRS. The Forward-Split and the Incentive Plan have been approved by stockholder action pursuant to written consent as described hereto.
The Information Statement is being furnished to the holders of Arvana common stock pursuant to § 14(c) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), the NRS and Arvana’s Bylaws, solely for the purpose of informing you of the Forward-Split, and the Incentive Plan, before same take effect. Rule 14(c)-2 of the Exchange Act mandates that these actions will not become effective until at least twenty (20) calendar days after the mailing of this Notice and the accompanying Information Statement to stockholders. Arvana intends to effect the Forward-Split and qualify the Incentive Plan in compliance with filing and notification requirements.
You have the right to receive this Notice and the accompanying Information Statement if you were an Arvana stockholder of record at the close of business on February 22, 2023.
By Order of the Board of Directors
/s/ Ruairidh Campbell
Ruairidh Campbell
Chief Executive Officer
March 8, 2023
https://www.otcmarkets.com/stock/ASNB/news/story?e&id=2462862
NORDICUS PARTNERS A/S COMPLETES REVERSE ACQUISITION TRANSACTION WITH EKIMAS CORPORTION
Las Vegas, Nevada., March 01, 2023 (GLOBE NEWSWIRE) -- Nordicus Partners A/S (“Nordicus”), a financial consulting company, specializing in providing Nordic companies with the best possible conditions to establish themselves on the U.S. market, today announced the completion of a reverse acquisition with EKIMAS Corporation (“EKIMAS”) (OTC PINK: ASNB). The transaction was effected pursuant to a Contribution Agreement whereby EKIMAS issued 2,500,000 shares of its common stock to the shareholders of Nordicus, representing a 30.1% interest in EKIMAS. As a result of the transaction, Nordicus became a wholly-owned subsidiary of EKIMAS. Over the next several weeks, the combined company (the “Company”) intends to change the name of EKIMAS to Nordicus Partners Corporation and file necessary applications to change its ticker symbol.
Tom Glaesner Larsen and Christian Hill-Madsen, board members of Nordicus, were appointed to EKIMAS’ board of directors. Henrik Rouf, another Nordicus board member, became the Chief Executive Officer of EKIMAS. Bennett Yankowitz, EKIMAS’s former CEO, will remain on the board of directors and will become Chief Financial Officer of EKIMAS.
Nordicus was formed in 2020 with a mission to assist the right Nordic companies realize their growth strategy by fine tuning systems and processes, sharpening the commercial focus and providing companies with the best possible guidance and setup suited to successfully establish themselves on the U.S. market. The companies Nordicus primarily services are in the Green Energy, Clean Tech, Life Science, E-commerce, Blockchain and SaaS industries.
Tom Glaesner Larsen, CEO of Nordicus and incoming board member of EKIMAS, said, “We are very excited to become part of a publicly traded company listed in the U.S., leveraging of our expertise and knowledge of the Nordic technology sectors and assisting our client companies gain access to exponential growth potential in the U.S. markets”.
Henrik Rouf, a board member of Nordicus and incoming CEO of the Company, added, “We believe that with Nordicus and its team launching in and now having a presence in the U.S., will attract numerous high growth technology companies throughout the Nordic and Scandinavian regions looking to engage Nordicus’ services and offerings”.
About Nordicus Partners A/S
Nordicus Partners A/S is a Denmark-based financial consulting company, specializing in providing Nordic companies with the best possible conditions to establish themselves on the U.S. market, taking advantage of management’s combined +90 years of experience in the corporate sector, serving in different capacities both domestically and globally. The company’s core competencies lie in assisting Danish as well as other Nordic and international companies in different areas of corporate finance activities, such as: business valuations, growth strategies, attracting capital for businesses & company acquisitions and sales.
Forward-Looking Statements
The Company believes that this press release contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of these terms) may identify forward-looking statements. Such forward-looking statements, including but not limited to statements regarding the plans and objectives of management for future operations, are based on management’s current expectations and are subject to risks and uncertainties that could cause results to differ materially from the forward-looking statements. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the accuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, market acceptance of the company’s products and services; competition from existing products or new products that may emerge; the implementation of the company’s business model and strategic plans for its business and our products; estimates of the company’s future revenue, expenses, capital requirements and need for financing; current and future government regulations; and developments relating to the company’s competitors. Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them. For further information on such risks and uncertainties, you are encouraged to review the Company’s filings with the Securities and Exchange Commission (“SEC”), including its Current Report on Form 8-K relating to the reverse acquisition and related transactions which will be filed with the SEC on or before March 1, 2023. The Company assumes no obligation to update any forward-looking statements as a result of new information or future events or developments, except as required by law.
For further information contact:
Mr. Henrik Rouf
Chief Executive Officer
Phone +1 310 666.0750
Email hr@nordicuspartners.com
https://www.globenewswire.com/newsroom/ti?nf=ODc3OTg5MSM1NDM4ODk1IzUwMDEwODg4MA==
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AVNI pre 14c
https://app.quotemedia.com/data/downloadFiling?webmasterId=90423&ref=117273703&type=HTML&symbol=AVNI&companyName=Arvana+Inc&formType=PRE+14C&formDescription=Other+preliminary+information+statements&dateFiled=2023-02-22&CK=1113313
Arvana Inc.
299 Main Street, 13th Floor
Salt Lake City, Utah 84111
NOTICE OF STOCKHOLDER ACTION BY WRITTEN CONSENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE ASKED NOT TO SEND US A PROXY
To the Stockholders of Arvana Inc.:
Arvana Inc. is delivering this Notice of Stockholder Action by Written Consent with the accompanying Information Statement to inform its stockholders that on February 22, 2023, the holders of a majority of the votes entitled to be cast by all holders of Arvana common stock, on the recommendation of its Board of Directors, approved by written consent, in lieu of a stockholders meeting, to effect a three-for-one (3-1) forward-split of its outstanding shares of common stock (“Forward-Split”), and to approve the Arvana Inc. 2022 Stock Incentive Plan, to qualify same, and to ratify stock options or restricted stock awards granted thereunder, in addition to those that may be granted in the future (“Incentive Plan”).
The Forward Split and the Incentive Plan were approved by Arvana’s Board by unanimous written consent and recommended to our controlling stockholder for stockholder action by written consent, as permitted under the Nevada Revised Statutes (“NRS”), and Arvana’s Bylaws. NRS § 78.320 (2) directs that any action that may be taken at a meeting of stockholders may be taken without a meeting if written consent thereto is signed by stockholders holding at least a majority of the voting power. Article III § 13 of the Bylaws permits stockholder action by written consent in accordance with the NRS. The Forward-Split and the Incentive Plan have been approved by stockholder action pursuant to written consent as described hereto.
The Information Statement is being furnished to the holders of Arvana common stock pursuant to § 14(c) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), the NRS and Arvana’s Bylaws, solely for the purpose of informing you of the Forward-Split, and the Incentive Plan, before same take effect. Rule 14(c)-2 of the Exchange Act mandates that these actions will not become effective until at least twenty (20) calendar days after the mailing of this Notice and the accompanying Information Statement to stockholders. Arvana intends to effect the Forward-Split and qualify the Incentive Plan in compliance with filing and notification requirements.
You have the right to receive this Notice and the accompanying Information Statement if you were an Arvana stockholder of record at the close of business on February 22, 2023.
By Order of the Board of Directors
____________________________
Ruairidh Campbell
Chief Executive Officer
March [_], 2023
1
Image
Arvana Inc.
299 Main Street, 13th Floor
Salt Lake City, Utah 84111
INFORMATION STATEMENT
NO VOTE OR OTHER ACTION OF ARVANA STOCKHOLDERS IS REQUIRED IN CONNECTION WITH THIS INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE ASKED NOT TO SEND US A PROXY
This Information Statement is first being furnished on or about March [_] 2023, to the holders of record of Arvana Inc. shares of common stock (“Arvana,” “we,” “us,” or “our,”) as of February 22, 2023 (“Record Date”), in connection with the approval of the matters described in this Information Statement pursuant to the written consent of the holders of a majority of its issued and outstanding voting shares.
On February 21, 2023, following due consideration, our Board of Directors (“Board”) approved a three-for-one (3-1) forward-split of Arvana’s outstanding shares of common stock to stockholders of record at the close of business on March 31, 2023, with no change in the number of shares of common stock authorized or to the par value of its common stock (“Forward-Split”), approved the Arvana Inc. 2022 Stock Incentive Plan to qualify same, and to ratify stock options or restricted stock awards granted thereunder, in addition to those that may be granted in the future (“Incentive Plan”), and recommended to its controlling stockholder that it approve these measures by written consent. We elected to seek written consent from the holder of a majority of our issued and outstanding voting shares as opposed to holding a special stockholder meeting, to reduce the costs associated with obtaining stockholder approval, and to implement the actions presented in a timely manner. On February 22, 2023, we received written consent from the controlling stockholder that holds a majority of Arvana’s outstanding voting shares, and those members of the Board that hold outstanding voting shares, as described in this Information Statement.
Since approval of corporate actions by written consent is sufficient under the Nevada Revised Statutes (“NRS”), and Arvana’s Bylaws, neither the Forward-Split nor the Incentive Plan will be submitted to a stockholders vote. Instead, this Information Statement is furnished to those stockholders who did not participate in the written consent, to provide them with certain information concerning the actions to be taken in accordance with the requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the regulations promulgated under the Exchange Act, including Regulation 14(c). Rule 14(c)-2 of the Exchange Act mandates that the actions described herein will not be made effective until twenty (20) calendar days following the date on which this Information Statement is first mailed to our stockholders.
This Information Statement constitutes notice to Arvana’s stockholders of corporate measures taken by the Board, and those holders of a majority of the votes entitled to be cast by all holders of Arvana common stock, by written consent without a meeting of its stockholders, to approve the Forward-Split and the Incentive Plan.
Arvana will pay the costs of preparing and sending out the enclosed Notice and this Information Statement. We will require brokerage houses, nominees, custodians, fiduciaries, and other like parties to forward this information to the beneficial owners of our common stock held by them and will reimburse such persons for out-of-pocket expenses incurred in forwarding such materials.
1
https://www.otcmarkets.com/stock/EVCI/news/EVCI-CAREER-COLLEGES-HOLDING-CORP-EVCI-PROVIDES-SHAREHOLDER-UPDATE-AND-ANNOUNCES-CHANGE-OF-CONTROL?id=380553
EVCI CAREER COLLEGES HOLDING CORP. (EVCI) PROVIDES SHAREHOLDER UPDATE AND ANNOUNCES CHANGE OF CONTROL
Press Release | 11/16/2022
Sheridan, WY, Nov. 16, 2022 (GLOBE NEWSWIRE) -- Publicly-held EVCI Career Colleges Holding Corp. (OTC: EVCI) announces the completion of a change of control with Zhejiang Dashang Media Co., Ltd. in which Zhejiang Dashang Media Co., Ltd. acquired voting control in a private transaction through all outstanding classes of preferred shares from Synergy Management and confirmation of EVCI’s business model shift to the Technology sector. As part of the transaction Wei Li was appointed as Chairman of the Board and President and Yingying Li was appointed Chief Financial Officer. As part of the transaction Benjamin Berry resigned all positions with the company.
“The focus and strategy going forward in the coming weeks will be to update OTC Markets, the Colorado Secretary of State, and company’s transfer agent” stated Wei Li, Chairman. “Once these obligatory items are finished, we have plans to update investors on our growth and strategy plan that I believe will help to add shareholder value”.
EVCI Career Colleges Holding Corp. is underway compiling the initial change of control information needed. The company also plans to submit a name and symbol change to FINRA in the coming weeks. The company has no plans for a reverse split and hopes to add shareholder value with their strategy for growth.
About Zhejiang Dashang Media Co., Ltd.
Zhejiang Dashang Media Co., Ltd. (“Dashang”) focuses on the research and development and operation of short video social products in the 5G era. " Dashang Short Video" developed and operated by Dashang is a short video application that integrates short video recording, publishing, sharing and other functions. Dashang's management team members are all from first-tier companies such as Alibaba Group and Microsoft.
As a professional short video platform, Dashang uses advanced artificial intelligence technology and big data technology to realize efficient and intelligent distribution of high-quality short video content while encouraging users to create and watch short video content and realize profit through advertising revenue. In the business ecosystem centered on high-quality content and accurate advertising, the Internet celebrity anchors have increased the attention of fans, the merchants have increased the sales of their products, the brand has expanded its popularity, and users have gained benefits while enjoying leisure and entertainment, which is also reflected in the rewards. It is a business model that achieves a win-win situation for all parties in a dynamic balance.
Website: http://web.tokshine.com/
Statements in this press release that are not historical fact may be deemed 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. Although EVCI Career Colleges Holding Corp. believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, EVCI Career Colleges Holding Corp. is unable to give any assurance that its expectations will be attained. Factors or events that could cause our actual results to differ may emerge, and it is not possible for us to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Contact:
Alvin Wang
Investor Relations
awang@focalpointchina.com
https://www.otcmarkets.com/stock/IVRO/news/IVRO-Explores-Opportunity-for-Growth?id=380540
IVRO Explores Opportunity for Growth
Press Release | 11/16/2022
Placentia, California--(Newsfile Corp. - November 16, 2022) - InVitro International (OTC Pink: IVRO) today announced it has signed its first Letter of Intent (LOI) to acquire a privately owned, U.S. based testing laboratory. Over many years this laboratory has served IVRO targeted markets profitably and its principals agree that the future is bright for NON-Animal testing.
CEO and Board Chairman, Rich Ulmer, opined, "Following our mission to Make NON-Animal Testing Famous, this initial acquisition effort may be viewed as a great opportunity by other laboratories globally. Acquisitions by public companies can provide an exit strategy for the owners/founders of privately owned laboratories, allowing them to continue to operate their businesses independently, as a wholly owned subsidiary of a public entity. This also provides potential growth opportunities and synergies for IVRO. We believe we can benefit from broader market exposure, faster development of in vitro test technologies, and increased revenue and resources."
About InVitro International, Inc.
InVitro International, Inc., headquartered in Placentia, California, was founded in 1985 and is a customer and technology-driven provider of non-animal testing methods. The Company's testing technologies are designed to produce data regarding corrosivity and ocular/dermal irritation, which correlate with animal and human test results. IVRO's technology is commercialized globally through test kits and partner laboratory services.
This release may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that 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 forward-looking statements. These risks and uncertainties include but are not limited to: acceptance of the Company's technology by customers or regulatory agencies, changes in market conditions and other competitive factors. The forward-looking statements are made as of the date of this press release and the Company assumes no obligation to update such statements.
Company Contact:
W. Richard Ulmer
Chief Executive Officer and Chairman
(800)246-8487
invitro@invitrointl.com
www.invitrointl.com
Corporate Logo
MDWT
Midwest Holding Inc. Reports Third Quarter 2022 Results
LINCOLN, Neb., Nov.14, 2022 /PRNewswire/ -- Midwest Holding Inc. ("Midwest") (NASDAQ: MDWT), today announced financial results for the third quarter of 2022.
Third Quarter 2022 Highlights:
GAAP net income was $7.4 million compared to a $(3.1) million GAAP net loss incurred in the third quarter of 2021. GAAP earnings were $1.96 per share (diluted) versus the $(0.82) per-share loss in Q3 2021.
GAAP total revenue was $19.0 million compared to total revenue of $5.8 million in the third quarter of 2021. Total revenue was increased by net investment income of $12.9 million compared to $6.2 million in third quarter of 2021, as invested assets grew to $1.4 billion as of September 30, 2022, compared with $942.8 million as of September 30, 2021. The increase in investment income was offset by a decline in the market value of derivatives.
Annuity direct written premium under statutory accounting principles ("SAP"), a non-GAAP measure, was $255.5 million, up 63.8% compared to $156.0 million in second quarter of 2022 and up from $117.9 million in 2021's third quarter. The mix of our new business was 64.6% Multi-Year Guaranteed Annuities (MYGA) and 35.4% Fixed Indexed Annuities (FIA).
Ceded premiums (SAP) were $113.7 million for the quarter compared with $60.1 million in the third quarter of the prior year. The cession rate for the quarter, or that portion of our written premiums that we reinsured, was 44.5% compared with 51% for the same period of 2021.
A new reinsurance arrangement was executed effective at the end of the third quarter which provided an additional 10-15% of capacity for the MYGA product.
Total expenses benefited from negative interest credited due to the fall in value of the options embedded in our liabilities and the gain on mark-to-market value of the options allowance classified in other operating expenses. Overall, salaries and benefits were down while other operating expenses, excluding the gain on the mark-to-market of the options allowance, were up from continuing to build foundational capabilities to support potential growth in the business along with costs that are variable with increased premiums written related to technology support, distribution, product design and premium taxes.
Georgette Nicholas, CEO of Midwest noted, "We had another quarter of strong results from the actions we have taken this year to position the Company for continued growth. We benefited from strong market trends and a focus on distribution, pricing and products achieving an increase in premiums written in the third quarter. We are benefiting from movements in interest rates, as consumers seek stable returns, and from the performance of our investment portfolio. We also executed a new reinsurance arrangement effective at the end of the third quarter to provide additional capital support on the MYGA product given the market demand. Overall, the third quarter trends position us for a strong finish for the year."
Ms. Nicholas concluded: "We have positioned the Company well to execute on the opportunities before us, which are substantial, and to build on the value of our platform. The focus of the team continues to be on the key drivers of growth and profitability: Deepening distribution relationships, state expansion to support sales growth, reinsurance, investment management, and operational readiness and efficiency. With these five keys to our strategy, we will deliver on our commitment to shareholders to produce strong growth paired with a high return on capital."
Q3 2022 versus Q3 2021 on a GAAP basis
Midwest reported GAAP net income of $7.4 million in the third quarter of 2022 compared to a $(3.1) million GAAP net loss incurred in the third quarter of 2021. On a diluted, per-share basis, this year's quarterly net income was $1.96 compared with the $(0.82) per-share loss reported in the third quarter of 2021.
Investment income in 2022's third quarter was $12.9 million compared with $6.2 million in the prior- year's third quarter. Driving the change was an increase in invested assets as well as performance on those assets, benefiting from core capabilities developed around sourcing assets with a higher yield – generating approximately a 5.5% return on the investment portfolio.
Amortization of deferred gain on reinsurance reached $1.2 million in the third quarter of 2022 compared with $662,000 in the third quarter of 2021 primarily due to growth in the deferred gain on co-insurance on our balance sheet, which reflects ceding commissions received on reinsurance of business to third parties.
Service fee revenue was $118,000 versus $628,000 in the prior year third quarter. Service fee revenue consists of fee revenue generated for our asset-management services provided to third-party clients. Assets under management for third parties was $494.5 million on September 30, 2022, compared to $471.1 million on June 30, 2022.
Other revenue finished at $569,000 compared with $400,000 in the prior-year quarter. Other revenue consists primarily of revenue we generate by providing ancillary services, such as policy administration, to third parties and policy surrender charges.
Our total expenses on a GAAP basis were $14.3 million versus $9.2 million in the prior year third quarter. Interest Credited was up during the quarter due to an increase in the embedded derivatives of $8.8 million along with interest earned at $2.6 million. This was offset by the mark-to-market adjustment of $(5.8) million. Salaries and benefits were $3.7 million in Q3 2022 compared to $4.0 million in Q3 2021 as we continue to seek operational improvement and work on technology initiatives.
Guidance
We continue to see intense competition in the fixed annuity market around pricing and new competitors. We have taken actions to maintain a competitive position and have seen positive results from these actions and improved sales momentum in the third quarter. With the positive market trends and the premium written so far, we will have a strong finish for the year.
State expansion efforts remain a key priority. We have active applications in process and will provide updates as they progress.
Given these dynamics, we are confident in anticipated premiums written being in the range of $700 million to $750 million (SAP) for the year. We expect the mix in product sales to be 60% towards MYGA this year, given increasing interest rates and market volatility and 40% FIA. We would expect that to move back towards 75% FIA and 25% MYGA in future years.
Given the close of an additional reinsurance arrangement at the end of the third quarter and the current margins being generated on retained business, we now anticipate ceding approximately 40% of new business overall for the year. The goal will be to cede, on average, approximately 70-90% of our premium in a year to generate ceded commission fees and manage capital but given the strong investment performance retaining more at this time drives more value for the business. Demand from our existing reinsurance partners is strong and we have capacity in place to cover anticipated written premium through them with the potential to grow along with additional potential reinsurance transactions in the pipeline.
Overall, we have made progress on managing costs and bringing them in line as we have transitioned through the year. Given the increase in premiums written expected for the year and the impact that will have on premium taxes, technology support and product fees, we now expect general and administrative expenses on a management basis, a non-GAAP measure, to be within approximately $31-32 million for the full year 2022.
Q3 2022 Key Performance Indicators and Non-GAAP Financial Measures
In addition to GAAP measures, Midwest's management utilizes a series of key performance indicators (KPIs) and non-GAAP measures to, among other things:
monitor and evaluate the performance of our business operations and financial performance;
facilitate internal comparisons of the historical operating performance of our business operations;
review and assess the operating performance of our management team;
analyze and evaluate financial and strategic planning decisions regarding future operations;
plan for and prepare future annual operating budgets and determine appropriate levels of operating investments; and
facilitate comparison of results between periods and to better understand the underlying historical trends in our business and prospects.
These non-GAAP measures are not a substitute for GAAP measures; however, management believes that when used in conjunction with the GAAP measures, the non-GAAP measures can contribute to investors' understanding of our business. Non-GAAP financial measures used by us may be calculated differently from, and therefore may not be comparable to, similarly titled measures used by other companies. These non-GAAP financial measures should be considered along with, but not as alternatives to, our operating performance measures as prescribed by GAAP.
Annuity Premiums (a KPI)
For the third quarter of 2022, annuity direct written premiums were $255.5 million compared with $156.0 million at second quarter of 2022 and up from $117.9 million in the third quarter of 2021. Ceded premiums were $113.7 million in third quarter of 2022 compared to $59.9 million in 2022's second quarter, whereas ceded premiums were $60.1 million in the third quarter of 2021. Of the third quarter 2022 sales, approximately 64.6% was in the MYGA category and the remaining 35.4% consisted of sales of FIAs.
Three months ended September 30,
Nine months ended September 30,
(In thousands)
2022
2021
2022
2021
Annuity Premiums (SAP)
Annuity direct written premiums
$
255,515
$
117,926
$
509,660
$
367,446
Ceded premiums
(113,738)
(60,062)
(213,761)
(193,632)
Net premiums retained
$
141,777
$
57,864
$
295,899
$
173,814
Fees Received for Reinsurance (a KPI)
We use this non-GAAP figure to measure our efforts to secure third-party capital to back our reinsurance programs. Fees Received for Reinsurance sums two components: Amortization of deferred gain on reinsurance, which is a line item in our Consolidated Statements of Comprehensive Income (Loss), and deferred coinsurance ceding commission, which is a line item in our Consolidated Statements of Cash Flows.
For the third quarter of 2022, fees received for reinsurance totaled $4.5 million compared with $3.6 million in the third quarter of 2021.
Three months ended September 30,
Nine months ended September 30,
(In thousands)
2022
2021
2022
2021
Fees received for reinsurance
Fees received for reinsurance - total
$
4,500
$
3,589
$
10,126
$
11,312
General and Administrative Expenses (a non-GAAP measure)
We monitor this figure to track our overhead. It includes salary and benefits and other operating expenses; however, it excludes non-cash stock-based compensation and the non-cash mark-to-market-adjustment of our option budget allowance.
G&A expense in the third quarter of 2022 was $9.0 million, up from $7.0 million at second quarter 2022 and compared with $6.2 million in the prior year third quarter. Overall, salaries and benefits were $3.8 million (down from $4.0 million) while other operating expenses, excluding the gain on the mark-to-market of the options allowance, were up from building foundational capabilities to support potential growth in the business along with costs that are variable with increased premiums written related to technology support, distribution, product design and premium taxes.
Three months ended September 30,
Nine months ended September 30,
2022
2021
2022
2021
G&A
Salaries and benefits - GAAP
$
3,751
$
4,025
$
12,366
$
11,466
Other operating expenses - GAAP
2,317
4,124
(1,744)
6,769
Subtotal
6,068
8,149
10,622
18,235
Adjustments:
Less: Stock-based compensation
670
(996)
287
(2,765)
Less: Mark-to-market option allowance
2,224
(941)
13,905
1,887
G&A
$
8,962
$
6,212
$
24,814
$
17,357
Management Expenses (a non-GAAP measure)
We use this metric to monitor the expenses of our business on a cash basis. Importantly, we exclude from the calculation of management expenses the index interest credited related to our FIAs because this expense is hedged. Instead, we add back to Management Expenses the period's amortization of options previously purchased to provide this hedge. We view this amortized cost as our true cost of funds. Management Expenses also excludes the mark-to-market adjustment of our option budget allowance.
Management Expenses and non-cash stock-based compensation
For the three months ended September 30, 2022, the sum of salaries and benefits and other operating expenses totaled $6.1 million compared to $8.1 million for the three months ended September 30, 2021. For the three months ended September 30, 2022, as disclosed above, included in these expenses is mainly salaries, benefits, and other operating expenses, along with a benefit of $2.2 million of non-cash mark-to-market option allowance of our derivative option allowance, which we exclude in our management G&A.
Three months ended September 30,
Nine months ended September 30,
2022
2021
2022
2021
Management Expenses
G&A
$
8,962
$
6,212
$
24,814
$
17,357
Management interest credited
4,752
3,230
10,594
6,110
Amortization of deferred acquisition costs
1,193
753
3,095
1,780
Expenses related to retained business
5,945
3,983
13,689
7,890
Management expenses - total
$
14,907
$
10,195
$
38,503
$
25,247
Three months ended September 30,
Nine months ended September 30,
2022
2021
2022
2021
G&A
Salaries and benefits - GAAP
$
3,751
$
4,025
$
12,366
$
11,466
Other operating expenses - GAAP
2,317
4,124
(1,744)
6,769
Subtotal
6,068
8,149
10,622
18,235
Adjustments:
Less: Stock-based compensation
670
(996)
287
(2,765)
Less: Mark-to-market option allowance
2,224
(941)
13,905
1,887
G&A
$
8,962
$
6,212
$
24,814
$
17,357
Three months ended September 30,
Nine months ended September 30,
2022
2021
2022
2021
Management Interest Credited
Interest credited - GAAP
$
5,682
$
284
$
(6,489)
$
1,868
Adjustments:
Less: FIA interest credited - GAAP
(3,041)
549
11,124
(38)
Add: FIA options cost - amortized
2,111
2,397
5,959
4,280
Management interest credited
$
4,752
$
3,230
$
10,594
$
6,110
Three months ended September 30,
Nine months ended September 30,
2022
2021
2022
2021
Reconciliation - Management Expenses to GAAP Expenses
Total expenses - GAAP
$
14,294
$
9,186
$
9,573
$
21,883
Adjustments:
Less: Benefits
(1,351)
—
(2,345)
—
Less: Stock-based compensation
670
(996)
287
(2,765)
Less: Mark-to-market option allowance
2,224
(941)
13,905
1,887
Less: FIA interest credited - GAAP
(3,041)
549
11,124
(38)
Add: FIA options cost - amortized
2,111
2,397
5,959
4,280
Management expenses - total
$
14,907
$
10,195
$
38,503
$
25,247
SPECIAL CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by reference in this release constitute forward-looking statements. These statements are based on management's expectations, estimates, projections and assumptions. In some cases, you can identify forward-looking statements by terminology including "could," "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," "intend," or "continue," the negative of these terms, or other comparable terminology used in connection with any discussion of future operating results or financial performance. These statements are only predictions and reflect our management's good faith present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.
Factors that may cause our actual results to differ materially from those contemplated or projected, forecast, estimated or budgeted in such forward-looking statements include among others, the following possibilities:
intense competition, including pricing, competitive pressures from established insurers with greater financial resources, the entry of new competitors, and the introduction of new products by new and existing competitors;
our business plan, particularly including our reinsurance strategy, may not prove to be successful;
our reliance on third-party insurance marketing organizations to market and sell our annuity insurance products through a network of independent agents;
adverse changes in our ratings obtained from independent rating agencies;
failure to maintain adequate reinsurance;
our inability to expand our insurance operations outside the 22 states and District of Columbia in which we are currently licensed;
our annuity insurance products may not achieve significant market acceptance;
we may continue to experience operating losses in the foreseeable future;
the possible loss or retirement of one or more of our key executive personnel;
adverse state and federal legislation or regulation, including decreases in rates, limitations on premium levels, increases in minimum capital and reserve requirements, benefit mandates and tax treatment of insurance products;
fluctuations in interest rates causing a reduction of investment income or increase in interest expense and in the market value of interest-rate sensitive investment;
failure to obtain new customers, retain existing customers, or reductions in policies in force by existing customers;
higher service, administrative, or general expense due to the need for additional advertising, marketing, administrative or management information systems expenditures;
changes in our liquidity due to changes in asset and liability matching;
possible claims relating to sales practices for insurance products; and
lawsuits in the ordinary course of business.
Earnings Teleconference information and Details
Midwest Holding has announced plans to host a conference call to discuss financial and operating results for the third quarter of 2022 on November 15, 2022, at 8:30 a.m. Eastern Time. The Company also posted those results on the investor relations section of its website at https://ir.midwestholding.com after the close of the financial markets on November 14, 2022.
To register for this conference call, please use the following link:https://www.netroadshow.com/events/login?show=7e33e531&confId=42860. Registrants will receive a confirmation email with dial-in details.
The call may also be accessed via webcast at this link: https://events.q4inc.com/attendee/219439433
A replay of the webcast will be made available after the call on the Investor Relations page of the Company's website at https://ir.midwestholding.com
About Midwest Holding Inc.
Midwest Holding Inc. is a growing, technology-enabled, services-oriented annuity platform. Midwest designs and develops annuity products that are distributed through independent distribution channels, to a large and growing demographic of U.S. retirees. Midwest originates, manages and typically transfers these annuities through reinsurance arrangements to asset managers and other third-party investors. Midwest also provides the operational and regulatory infrastructure and expertise to enable asset managers and third-party investors to form and manage their own reinsurance capital vehicles.
For more information, please visit www.midwestholding.com
Investor contact: ir@midwestholding.com
Media inquiries: press@midwestholding.com
Consolidated Balance Sheets
September 30, 2022
December 31, 2021
(In thousands, except share information)
(Unaudited)
Assets
Fixed maturities, available for sale, at fair value (amortized cost: $923,063 and $679,921, respectively)
$
1,048,081
$
683,296
Mortgage loans on real estate, held for investment
204,423
183,203
Derivative instruments
11,840
23,022
Equity securities, at fair value (cost: $12,762 in 2022 and $22,158 in 2021)
9,325
21,869
Other invested assets
78,569
35,293
Investment escrow
344
3,611
Federal Home Loan Bank (FHLB) stock
501
500
Preferred stock
21,579
18,686
Notes receivable
6,189
5,960
Policy loans
21
87
Total investments
1,380,872
975,527
Cash and cash equivalents
208,664
142,013
Deferred acquisition costs, net
39,377
24,530
Premiums receivable
364
354
Accrued investment income
23,915
13,623
Reinsurance recoverables
5,791
38,579
Intangible assets
700
700
Property and equipment, net
1,990
386
Operating lease right of use assets
2,179
2,360
Receivable for securities sold
13,026
19,732
Other assets
9,190
2,113
Total assets
$
1,686,068
$
1,219,917
Liabilities and Stockholders' Equity
Liabilities:
Benefit reserves
$
12,953
$
12,941
Policy claims
2,963
237
Deposit-type contracts
1,537,583
1,075,439
Advance premiums
2
1
Deferred gain on coinsurance transactions
35,464
28,589
Lease liabilities
Operating lease
2,192
2,364
Payable for securities purchased
20,941
5,546
Other liabilities
34,100
9,044
Total liabilities
1,646,198
1,134,161
Stockholders' Equity:
Voting common stock, $0.001 par value; authorized 20,000,000 shares; 3,737,564 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively; non-voting common stock, $0.001 par value, 2,000,000 shares authorized; no shares issued and outstanding June 30, 2022 and December 31, 2021, respectively
—
—
4
4
Additional paid-in capital
138,166
138,452
Treasury stock
(175)
(175)
Accumulated deficit
(53,276)
(70,159)
Accumulated other comprehensive loss (income)
(52,943)
2,634
Total Midwest Holding Inc.'s stockholders' equity
31,776
70,756
Noncontrolling interests
8,094
15,000
Total stockholders' equity
39,870
85,756
Total liabilities and stockholders' equity
$
1,686,068
$
1,219,917
Consolidated Statements of Comprehensive Loss
Three months ended September 30,
Nine months ended September 30,
(In thousands, except per share data)
2022
2021
2022
2021
Revenues
Investment income, net of expenses
$
12,938
$
6,196
$
29,721
$
12,303
Net realized loss on investments
4,135
(2,115)
(14,676)
(2,704)
Amortization of deferred gain on reinsurance transactions
1,239
662
3,251
1,711
Service fee revenue, net of expenses
118
628
1,632
1,738
Other revenue
569
400
1,530
1,007
Total revenue
18,999
5,771
21,458
14,055
Expenses
Interest credited
5,682
284
(6,489)
1,868
Benefits
1,351
-
2,345
-
Amortization of deferred acquisition costs
1,193
753
3,095
1,780
Salaries and benefits
3,751
4,025
12,366
11,466
Other operating expenses
2,317
4,124
(1,744)
6,769
Total expenses
14,294
9,186
9,573
21,883
Net income (loss) before income tax expense
4,705
(3,415)
11,885
(7,828)
Income tax expense
(1,250)
351
(3,848)
(1,828)
Net income (loss) after income tax expense
3,455
(3,064)
8,037
(9,656)
Less: Income attributable to noncontrolling interest
(3,975)
—
(8,845)
—
Net income (loss) attributable to Midwest Holding Inc.
7,430
(3,064)
16,882
(9,656)
Comprehensive (loss) income:
Unrealized gains (losses) on investments arising during the three months ended September 2022 and 2021, net of offsets, net of tax ($2.0 million and$120,000, respectively); unrealized gains (losses) on investments arising during the nine months ended September 2022 and 2021, net of offsets,net of tax ($4.7 million and $61,000, respectively)
(26,114)
1,085
(55,483)
2,421
Unrealized losses on foreign currency
(951)
(505)
(94)
(1,611)
Less: Reclassification adjustment for net realizedlosses on investments, net of offsets during the threemonths ended September 2022 and 2021 (net of tax($2.4 million) and $209,000, respectively); reclassification adjustment for net realized losses oninvestments, net of offsets during the nine months ended September 2022 and 2021 (net of tax ($5.0 million) and $294,000, respectively)
(27,064)
580
(55,577)
810
Comprehensive loss
$
(19,634)
$
(2,484)
$
(38,695)
$
(8,846)
Impairment
Total other-than-temporary impairment
Portion of impairment loss recognized in OCI
346
—
880
—
Net other-than-temporary impairment loss recognized in net income
—
—
—
—
$
346
$
—
$
880
$
—
Income (loss) per common share
Basic
$
1.99
$
(0.82)
4.52
(2.58)
Diluted
$
1.96
$
(0.82)
$
4.45
$
(2.58)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY(Unaudited)
Three months ended September 30,
Additional
Treasury
Common
Paid-In
Retained
Noncontrolling
Total
(In thousands)
Stock
Stock
Capital
Earnings
AOCI*
Interest
Equity
Balance at March 31, 2022
$
(175)
$
4
$
138,838
$
(60,707)
$
(25,877)
$
12,413
$
64,496
Net income (loss)
—
—
—
7,431
—
—
7,431
Employee stock options
—
—
(672)
—
—
—
(672)
Unrealized gains on investments, net of taxes
—
—
—
—
(27,066)
—
(27,066)
Noncontrolling interest
—
—
—
—
—
(4,319)
(4,319)
Balance, September 30, 2022
$
(175)
$
4
$
138,166
$
(53,276)
$
(52,943)
$
8,094
$
39,870
Balance at March 31, 2021
$
(175)
$
4
$
135,233
$
(60,114)
$
6,661
$
—
$
81,609
Net income (loss)
—
—
—
(3,064)
—
—
(3,064)
Additional capital raise related expenses
—
—
7
—
—
—
7
Employee stock options
—
—
996
—
—
—
996
Unrealized gains on investments, net of taxes
—
—
—
—
580
—
580
Balance, June 30, 2021
$
(175)
$
4
$
136,236
$
(63,178)
$
7,241
$
—
$
80,128
Nine months ended September 30,
Additional
Treasury
Common
Paid-In
Retained
Noncontrolling
Total
(In thousands)
Stock
Stock
Capital
Earnings
AOCI*
Interest
Equity
Balance, December 31, 2021
$
(175)
$
4
$
138,452
$
(70,158)
$
2,634
$
15,000
$
85,757
Net income (loss)
—
—
—
16,882
—
—
16,882
Employee stock options
—
—
(286)
—
—
—
(286)
Unrealized gains on investments, net of taxes
—
—
—
—
(55,577)
—
(55,577)
Noncontrolling interest
—
—
—
—
—
(6,906)
(6,906)
Balance, June 30, 2022
$
(175)
$
4
$
138,166
$
(53,276)
$
(52,943)
$
8,094
$
39,870
Balance at December 31, 2020
$
(175)
$
4
$
133,592
$
(53,522)
$
6,431
$
—
$
86,330
Net income (loss)
—
—
—
(9,656)
—
—
(9,656)
Additional capital raise related expenses
—
—
(121)
—
—
—
(121)
Employee stock options
—
—
2,765
—
—
—
2,765
Unrealized losses on investments, net of taxes
—
—
—
—
810
—
810
Balance, September 30, 2021
$
(175)
$
4
$
136,236
$
(63,178)
$
7,241
$
—
$
80,128
Consolidated Statements of Cash Flows
Nine months ended September 30,
(In thousands)
2022
2021
Cash Flows from Operating Activities:
Gain (loss) attributable to Midwest Holding, Inc.
$
16,882
$
(9,656)
Adjustments to arrive at cash provided by operating activities:
Net premium and discount on investments
(6,982)
(1,529)
Depreciation and amortization
229
38
Stock options
(287)
2,765
Amortization of deferred acquisition costs
3,095
1,780
Deferred acquisition costs capitalized
(18,285)
(12,449)
Net realized loss on investments
14,676
2,704
Deferred gain on coinsurance transactions
6,875
9,601
Changes in operating assets and liabilities:
Reinsurance recoverables
33,698
(6,659)
Interest and dividends due and accrued
(10,292)
(5,368)
Premiums receivable
(10)
(20)
Deposit-type liabilities
(17,245)
-
Policy liabilities
2,740
14,763
Receivable and payable for securities
22,100
—
Other assets and liabilities
17,698
4,947
Other assets and liabilities - discontinued operations
—
—
Net cash provided by operating activities
64,892
917
Cash Flows from Investing Activities:
Fixed maturities available for sale:
Purchases
(692,348)
(480,700)
Proceeds from sale or maturity
296,179
204,452
Mortgage loans on real estate, held for investment
Purchases
(75,985)
(97,075)
Proceeds from sale
58,033
25,749
Derivatives
Purchases
(22,981)
(14,496)
Proceeds from sale
3,232
4,314
Equity securities
Purchases
—
(38,972)
Proceeds from sale
12,772
—
Purchase of equity method securities
Other invested assets
Purchases
(48,302)
(58,437)
Proceeds from sale
3,334
34,965
Purchase of restricted common stock in FHLB
(1)
(500)
Preferred stock
(2,893)
(3,128)
Notes receivable
—
—
Net change in policy loans
66
(9)
Net purchases of property and equipment
(1,830)
(54)
Net cash used in investing activities
(470,724)
(423,891)
Cash Flows from Financing Activities:
Net transfer to noncontrolling interest
(6,906)
—
Capital contribution
—
(121)
Receipts on deposit-type contracts
509,660
367,446
Withdrawals on deposit-type contracts
(30,271)
(14,543)
Net cash provided by financing activities
472,483
352,782
Net increase (decrease) in cash and cash equivalents
66,651
(70,192)
Cash and cash equivalents:
Beginning
142,013
151,679
Ending
$
208,664
$
81,487
Supplementary information
Cash paid for taxes
$
2,870
$
3,711
https://c212.net/c/img/favicon.png?sn=LA35651&sd=2022-11-14 View original content:https://www.prnewswire.com/news-releases/midwest-holding-inc-reports-third-quarter-2022-results-301677365.html
SOURCE Midwest Holding Inc.
https://otce.finra.org/otce/dailyList
Summary
Date/Time Event Type Eff/Ex Date/Time Symbol Issue Name Market
10/17/2022 08:47:17 Forward Split 10/18/2022 00:00:00 CXKJ CX Network Group, Inc. Common Stock OTC Equity
Details
Previous Value Current Value
Symbol CXKJ CXKJ
Issue Name CX Network Group, Inc. Common Stock CX Network Group, Inc. Common Stock
Class
Financial Status Indicator N N
Market Category OTC Equity OTC Equity
Current Value
Daily List Date/Time 10/17/2022 08:47:17
Event Type Forward Split
Daily List Event Code DA
Effective/Ex Date/Time 10/18/2022 00:00:00
Subject to Corporate Action CD
Offering Type No Restrictions
Forward Split Ratio 10:1
Reverse Split Ratio
Dividend Type Forward Split
Percentage 0
Cash Amount 0
Declaration Date
Record Date 09/16/2022 00:00:00
Payment Date 10/17/2022 00:00:00
Payment Method MOD
Qualified Dividend Code
Record ID 40134215
Daily List Comment
End of Modal Content
https://otce.finra.org/otce/dailyList
Summary
Date/Time Event Type Eff/Ex Date/Time Symbol Issue Name Market
10/17/2022 08:47:17 Forward Split 10/18/2022 00:00:00 CXKJ CX Network Group, Inc. Common Stock OTC Equity
Details
Previous Value Current Value
Symbol CXKJ CXKJ
Issue Name CX Network Group, Inc. Common Stock CX Network Group, Inc. Common Stock
Class
Financial Status Indicator N N
Market Category OTC Equity OTC Equity
Current Value
Daily List Date/Time 10/17/2022 08:47:17
Event Type Forward Split
Daily List Event Code DA
Effective/Ex Date/Time 10/18/2022 00:00:00
Subject to Corporate Action CD
Offering Type No Restrictions
Forward Split Ratio 10:1
Reverse Split Ratio
Dividend Type Forward Split
Percentage 0
Cash Amount 0
Declaration Date
Record Date 09/16/2022 00:00:00
Payment Date 10/17/2022 00:00:00
Payment Method MOD
Qualified Dividend Code
Record ID 40134215
Daily List Comment
End of Modal Content
STQN 8k Change in control
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2022
STRATEGIC ACQUISITIONS, INC.
(Exact name of registrant as specified in its charter)
Commission File Number: 0-28963
Nevada 13-3506506
(State or other jurisdiction of (IRS Employer
incorporation) Identification No.)
30 Broad Street, 14th Floor, New York, NY 10004
(Address of principal executive offices) (Zip Code)
(212) 878-6532
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
(Title of class)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.01. Changes in Control of Registrant.
On August 31, 2022, Strategic Acquisitions, Inc., (the “Company” or the “Registrant”) underwent a change in control. In a private transaction, Exworth Management LLC (“Exworth”) purchased an aggregate of 2,013,000 shares of the Company’s common stock, par value $0.001 ( “Common Stock”). The shares of Common Stock were purchased from the following sellers: 1,525,000 shares from the previous controlling shareholder, NextCoal International, Inc.; 453,000 shares from the Company’s President, John P. O’Shea; 10,000 shares from the Company’s Secretary/Treasurer, Marika X. Tonay; and 25,000 shares from a private seller. The aggregate consideration for such shares was $650,005.16 and the source of funds was from the working capital of Exworth Management LLC.
The Company has 2,715,000 Common Shares issued and outstanding. Exworth’s 2,013,000 Common Shares represent approximately 74.1% ownership in the Company.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
With the change in control, effective at the close of business on August 31, 2022, Marika X. Tonay resigned as Secretary/Treasurer and Director of the Company and Jonathan Braun resigned as Director and Chairman of the Board of the Company. Concurrently, Dr. Yuanyuan Huang was appointed Secretary/Treasurer and a Director of the Company and Dr. Wei Huang was appointed a Director of the Company. Yuanyuan Huang and Wei Huang are both managing partners of Exworth, the new controlling shareholder. John P. O’Shea has retained his positions as President and Director of the Company.
Additional information about the new officers and directors is as follows:
Dr. Yuanyuan Huang, 43,is a managing partner of Exworth Management LLC, a private investment firm, since Jan, 2021. He has also served as the Managing Member of Fundin, LLC, a consulting firm providing information technology consulting services, since 2018. Between 2018 to 2020, Dr. Huang also served as Venture Partner of Efund City LLC, a fintech company, and was a member of the Investment Committee of Efund City Metro Income Fund LLC, a real estate investment company. Between 2008 and 2018, he worked at several boutique brokerage firms. Dr. Huang holds a Ph.D. in Physics from the College of William and Mary and a master’s degree in Finance from George Washington University.
Dr. Wei Huang, 43, is a managing partner of Exworth Management LLC, a private investment firm since Jan, 2021. Since 2017, he also founded and serves as Chairman of the Board of Dake Data, LTD, a Shenzhen-based company with a proprietary AI, Blockchain and Cloud computing solution. From 2013 to 2018, Dr. Huang worked at ION Geophysical as a technical advisor for various oil and gas projects. Dr. Huang holds a bachelor’s degree from the University of Science and Technology of China, a master’s degree in mathematics from the University of Wisconsin and a PhD degree in Geophysics from the University of Houston. Dr. Huang has published more than a dozen papers and holds two international patents.
In consideration for their services, the Company granted the departing and continuing Directors warrants to purchase shares of Common Stock as follows: 37,129 warrants to John P. O’Shea, 112,137 warrants to Jonathan Braun and 734 warrants to Marika X. Tonay. The warrants were issued August 31, 2022 and are valid for a period of 5 years from issuance at an initial purchase price of $1.20 per share of Common Stock, subject to adjustment and registration rights.
-2-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Strategic Acquisition, Inc.
Registrant
Date: September 6, 2022 By: /s/ John P. O’Shea
John P. O’Shea, President
-3-
CXKJ 8k
On August 25, 2022, the Company’s Board of Directors approved a certificate of amendment to its Articles of Incorporation in order to effectuate a 10 for 1 forward stock split (the “Stock Split”) of its outstanding Common Stock. The Board of Directors established a record date of September 16, 2022, for the Stock Split. The Company will file a Certificate of Change with the Secretary of State of Nevada on approximately September 16, 2022. The 10:1 forward split will be effective at 12:01 AM (Eastern Daylight time) on September 17, 2022. Our common stock will begin trading on a post-split basis at the opening of trading on the US markets on September 19, 2022.UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 25, 2022
KUN PENG INTERNATIONAL LTD.
Formerly known as CX Network Group Inc.
Nevada 333-169805 EIN 32-0538640
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
1F, Building 3, No. 1001, Huihe South Street
Banbidian Village
Gaobeidian Town, Chaoyang District
Beijing, PRC
100025
(Address of Principal Executive Offices) (Zip Code)
+86 -1087227012
Registrant’s Telephone Number, Including Area Code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ?
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Not Applicable
TABLE OF CONTENTS
Item No. Description of Item Page No.
Item 5. 02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
3
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. 3
Item 5.07
Submission of Matters to a Vote of Security Holders
3
Item 7.01 Regulation FD Disclosure 4
Item 9.01 Financial Statements and Exhibits 5
2
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 25, 2022, a Certificate of Amendment was approved by joint written consent of the Board of Directors and the Majority Consenting Stockholder holding 55.5% of the total issued and outstanding shares of common stock of Kun Peng International Ltd., a Nevada corporation (the “Corporation”) to increase the authorized number of shares of the Corporation’s $0.0001 par value common stock (the “Common Stock”) from 200,000,000 shares to 1,000,000,000 shares of Common Stock.
Thus, upon the filing of the Certificate of Amendment, the Corporation’s authorized capital shall consist of: (i) 1,000,000,000 shares of par value $0.0001 Common Stock; and (ii) 10,000,000 shares of par value $0.0001 Preferred Stock, which may be issued in series and with such voting powers, designations, preferences, limitations, restrictions, and relative rights as the Board of Directors shall determine in its sole discretion.
A copy of the Certificate of Amendment is attached as an exhibit to the Joint Written Consent of the Board of Directors and Majority Consenting Stockholders of the Corporation as Exhibit 99.1 to this Form 8-K. The amendment to the Corporation’s Articles of Incorporation is effective as of the date of acceptance by the Secretary of State of the State of Nevada.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 25, 2022, a majority of the Corporation’s shareholders entitled to vote through a written consent, approved the increase in the authorized number of shares of Common Stock and the filing of the Certificate of Amendment to the Articles of Incorporation so that the Corporation shall have 1,010,000,000 authorized shares of capital stock with 1,000,000,000 shares designed as $0.0001 par value Common Stock and 10,000,000 designated as $0.0001 par value Preferred Stock.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Two Non-Executive Independent Directors
On August 25, 2022, the Board of Directors appointed Ms. Lili Zhang and Ms. Lingya Jia as non-executive independent members of the Board of Directors of the Corporation to serve until the next meeting of the Board of Directors of the Corporation following the Annual Shareholder’s meeting or until her respective successor shall have been elected.
3
Biographies
Ms. Lili Zhang is a non-executive independent member of the Board of Directors. Ms. Zhang has thirteen years of experience in high-end international financial planning industry developing an expertise in private placement, asset allocation, trust, insurance, and other industries. Currently, Ms. Zhang is employed as an assistant to the president of America Great Health co-managing important issues.
From 2014 to 2020, Ms. Zhang was employed for a period of 7 years as a senior financial manager in Zhongtian Jiahua Wealth Management Co. Ltd. and for a period of 3 years with Wells Fargo Chase Asset Management Co. Ltd., providing a full range of asset allocation, trust, asset management, private equity, equity investment, overseas immigration, Hong Kong insurance and other investment products for high-end customers. From 2012 to 2014, Ms. Zhang served as a VIP account manager in DBS Beijing Branch providing comprehensive asset allocation consulting for middle and high-end clients and whose performance ranked first in Beijing Branch and third in Northern region in China. From 2009 to 2012, Ms. Zhang was employed at the Beijing Branch of ICBC AXA Life Insurance Co., LTD. (ICB-AXA) where her duties included assisting the company in actively fulfilling the business targets established by AXA Holding Company in France and providing customized health protection and asset preservation planning services for clients.
Ms. Zhang graduated from Nankai University in the People’s Republic of China with a bachelor’s degree in 2007. She currently has permanent residency in the United States and is also qualified as an insurance agent and fund practitioner in China.
Ms. Lingya Jia is a non-executive independent member of the Board of Directors. Ms. Jia has an extensive background in international business relations and brand crisis management with a wide range of experience in the capital markets, business researching and marketing communication advertisements.
From 2018 to 2021, Ms. Jia served as the brand product marketing director of CV China, an influential VC/PE media organization in the People’s Republic of China, where she was responsible for several listed companies in communication training and business plan guidance, capital market analysis reports and other brands’ external cooperation. From 2016 to 2018, Ms. Jia worked at Edelman International PR (PRC) Co. Ltd., the branch of a large independent communications group in the United States, as the account executive of market communication, branding promotion and analysis for tech clients, including Tencent Ads BU, a smartphone vendor Vivo and other international brands.
Ms. Jia graduated from University of Bath (UK) with a Master’s in Arts with International Relations studies in 2015 and Shanghai International Studies University with a Bachelor’s in Management. During this time, Ms. Jia also obtained related qualifications of fund and securities in the People’s Republic of China.
Item 7.01. Regulation FD Disclosure
On August 25, 2022, the Company’s Board of Directors approved a certificate of amendment to its Articles of Incorporation in order to effectuate a 10 for 1 forward stock split (the “Stock Split”) of its outstanding Common Stock. The Board of Directors established a record date of September 16, 2022, for the Stock Split. The Company will file a Certificate of Change with the Secretary of State of Nevada on approximately September 16, 2022. The 10:1 forward split will be effective at 12:01 AM (Eastern Daylight time) on September 17, 2022. Our common stock will begin trading on a post-split basis at the opening of trading on the US markets on September 19, 2022.
4
Each shareholder of record as of September 16, 2022 (the “Record Date) will receive ten (10) shares of Common Stock for each one share (1) of Common Stock held as of the record date. No fractional shares of common stock will be issued in connection with the Stock Split. Instead, all shares will be rounded up to the next whole share. In connection with the Stock Split, which did not require shareholder approval under the Nevada corporation law, the number of authorized shares of common stock of the Company was increased as the shares of outstanding common stock were increased in the Stock Split from 200,000,000 authorized shares to 1,000,000,000 authorized shares of Common Stock.
The Company’s transfer agent is Transhare Corp., 15500 Roosevelt Blvd., Suite 301, Clearwater, Florida 33760, telephone: 727.289.0010.
See Press Release attached as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being filed with this Current Report on Form 8-K:
Exhibit
Number
Description
3.1 Certificate of Amendment to the Articles of Incorporation of Kun Peng International Ltd.*
99.1
Joint Written Consent of the Board of Directors and Majority Consenting Stockholder of Kun Peng International Ltd. approving the increase of its authorized capital structure from 200,000,000 shares of $0.0001 par value common stock to 1,000,000,000 shares of $0.0001 par value common stock, and retaining the previously authorized $0.0001 par value preferred shares, which may be issued in series and with such voting powers, designation, preferences, limitations, restrictions and relative rights as the Board of Directors may determine in its sole discretion. **
99.2 Kun Peng International Ltd Press Release dated September 5, 2022. *
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* To be filed by amendment
** Filed herewith
5
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
KUN PENG INTERNATIONAL LTD.
By: /s/ ZHUANG Richun
Zhuang Richun, Chief Executive Officer
Date: September 5, 2022
6
Exhibit 99.1