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AV Showcases Next-Generation Defense Robotics at DEVCON 2024 in Orlando
Source: Business Wire
AeroVironment (AV), a global leader in intelligent, multi-domain robotic systems, hosted the inaugural Defense Robotics Developers Conference (DEVCON) in Orlando, Florida. The premier event brought together key stakeholders in defense robotics to explore the latest innovations in uncrewed systems and promote collaborative advancements in technology and operational solutions.
This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20241007950326/en/
Inaugural Defense Robotics Developer Conference (DEVCON 24). (Photo: AeroVironment)
Inaugural Defense Robotics Developer Conference (DEVCON 24). (Photo: AeroVironment)
Brad Truesdell, AV’s senior vice president of global sales, business development, & inside sales operations, outlined AV’s vision for the future of defense robotics, emphasizing interoperability across multiple domains, streamlined software integration, and faster, more cost-effective solutions for defense partners. “At AV, we are committed to delivering cutting-edge capabilities that enable our partners to stay ahead in a rapidly evolving defense landscape. Our focus on collaboration within the U.S. supply chain ensures we continue to drive innovation while meeting the critical needs of our defense customers,” said Brad Truesdell.
Wahid Nawabi, AV’s chairman, president, and CEO, emphasized the broader strategic importance of the conference: “DEVCON represents the future of defense robotics. By bringing together the best minds and fostering collaboration, we’re shaping the defense solutions of tomorrow, ensuring they are interoperable, scalable, and adaptable to meet the complex needs of our nation’s defense ecosystem.”
DEVCON 2024 featured presentations from distinguished leaders across the defense industry. Captain Jonathan Haase (U.S. Navy) discussed strategies for building resilient robotics and AI systems capable of operating under extreme conditions. Lieutenant General Rudder (Ret.), former Commanding General of Marine Forces Pacific, addressed the strategic importance of uncrewed systems in the Asia-Pacific region. Lane Duhon, Army Portfolio Manager for Reveal Technology, highlighted how AI can enhance real-time operational intelligence, and Derek Davis, CRO for Vermeer, discussed autonomous solutions for navigation in GPS-denied environments.
The event provided an opportunity to engage with influential decision-makers, strengthening partnerships and ensuring the continued deployment of next-generation defense robotics solutions.
ABOUT AEROVIRONMENT
AeroVironment (NASDAQ: AVAV) is a global leader in intelligent multi-domain robotic systems, uncrewed aircraft and ground systems, sensors, software analytics and connectivity. Headquartered in Arlington, Virginia, AeroVironment delivers actionable intelligence so our customers can proceed with certainty. For more information, visit www.avinc.com.
SAFE HARBOR STATEMENT
Certain statements in this press release may constitute "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from those expressed or implied. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, our ability to perform under existing contracts and obtain additional contracts; changes in the regulatory environment; the activities of competitors; failure of the markets in which we operate to grow; failure to expand into new markets; failure to develop new products or integrate new technology with current products; and general economic and business conditions in the United States and elsewhere in the world. For a further list and description of such risks and uncertainties, see the reports we file with the Securities and Exchange Commission. We do not intend, and undertake no obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.
View source version on businesswire.com: https://www.businesswire.com/news/home/20241007950326/en/
MEDIA CONTACT
René Bardorf
AeroVironment
+1 703.418.2828
pr@avinc.com
I haven’t seen the air dates posted yet, but it seems like it will be sooner rather than later.
AV Successfully Flight Tests New Solar-Powered Aircraft, Redefines Stratospheric Payload Capabilities
Source: Business Wire
AeroVironment (AV) flight-tested an upgraded Sunglider™, enhancing its High-Altitude Platform-Station (HAPS) capabilities for commercial and government markets. The result is Horus™ A, the new version of Sunglider for government applications. Horus A is a solar-powered UAS capable of carrying up to 150 lb of payload with 1.5 kW of available power, offering industry-leading stratospheric performance.
This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20241001672705/en/
Horus A is a solar fixed-wing designed to offer industry-leading payload capability in the stratosphere. (Photo: AeroVironment)
Horus A is a solar fixed-wing designed to offer industry-leading payload capability in the stratosphere. (Photo: AeroVironment)
Horus A features enhancements in all areas of the aircraft design, avionics, and offers unique features such as additional autonomy to increase mission flexibility and multiple redundant systems for mission assurance. Horus A received airworthiness approval from the U.S. Army and an FAA Special Airworthiness Certificate to allow flight testing in the national airspace. These enhancements flow back into the continued development of Sunglider with SoftBank as both companies strive to deliver unrivaled payload capacity and persistence to unlock the full potential of both stratospheric flight and the latest, most capable payloads.
"During this recent Horus A flight, we demonstrated the ability to carry multiple payloads for the U.S. DoD and transmit real-time data, advancing the viability of HAPS for government applications," said Jeff Rodrian, AV’s senior vice president and general manager of MacCready Works. "This flight marks another milestone in our stratospheric platform’s progress. It underscores AV’s leadership in developing solar-powered, high-altitude systems with significant potential for commercial and government applications."
Continuing AV’s tradition of industry-defining firsts, Horus A simultaneously operated a Synthetic Aperture Radar (SAR), and Tactical Grade Mesh Network radio during the mission portion of the flight. Covering the majority of the flight test points, AV was able to validate multiple new and redundant systems, payload interoperability and performance enhancements. AV also demonstrated the ability to effectively maneuver in adverse and turbulent weather, landing safely, ready to return to the Stratosphere for future longer-duration missions. Horus A’s satellite-based BLOS radio and robust avionics and datalink suite will enable this platform to fill critical defense capability gaps such as resilient communications and network extension, Assured Positioning, Navigation and Timing (APNT), Space Domain Awareness, long-endurance ISR, and deep sensing. Many of these capabilities can enable swarms of smaller uncrewed systems like Switchblade® 600 to be most effective on the battlefield.
After this recent stratospheric flight, which was supported by the Office of the Under Secretary of Defense Research and Engineering, and the Rapid Prototyping Programs, AV will continue aggressively progressing Horus A towards operational employment. Through continued partnership with SoftBank, the company aims to offer a robust connectivity solution in the world of 5G and beyond with Sunglider.
ABOUT AEROVIRONMENT
AeroVironment (NASDAQ: AVAV) is a global leader in intelligent multi-domain robotic systems, uncrewed aircraft and ground systems, sensors, software analytics and connectivity. Headquartered in Arlington, Virginia, AeroVironment delivers actionable intelligence so our customers can proceed with certainty. For more information, visit www.avinc.com.
SAFE HARBOR STATEMENT
Certain statements in this press release may constitute "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from those expressed or implied. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, our ability to perform under existing contracts and obtain additional contracts; changes in the regulatory environment; the activities of competitors; failure of the markets in which we operate to grow; failure to expand into new markets; failure to develop new products or integrate new technology with current products; and general economic and business conditions in the United States and elsewhere in the world. For a further list and description of such risks and uncertainties, see the reports we file with the Securities and Exchange Commission. We do not intend, and undertake no obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.
View source version on businesswire.com: https://www.businesswire.com/news/home/20241001672705/en/
René Bardorf
AeroVironment
+1 703.418.2828
pr@avinc.com
🎥✨Are you ready? Counting down to the release of the 24-part series filmed at Nasdaq. From game-changing innovations to exclusive insights, you’ll get a front-row seat to it all.
— CoDeTech (@CoDeTechCC) October 1, 2024
Airing soon on Bloomberg and FOX! Who else is excited about the premiere? 🙌
Stay tuned for more… pic.twitter.com/iQzUmtiOzB
Serve Robotics and Wing Partner to Expand Autonomous Delivery, Increasing Reach and Efficiency
Source: PR Newswire (US)
Serve robots enable pick-up in dense urban areas, as Wing drones expand Serve delivery radius
Robot-to-drone solution will enable fast, affordable restaurant delivery over 6 mile radius
SAN FRANCISCO, Oct. 1, 2024 /PRNewswire/ -- Serve Robotics Inc. ("Serve") (Nasdaq: SERV), a leading autonomous sidewalk delivery company, and Wing Aviation LLC, an on-demand drone delivery provider, today announced a pilot partnership to expand eco-friendly, autonomous food delivery offering a novel solution that will redefine last mile delivery.
Serve's advanced, AI-powered, low-emissions sidewalk delivery robots enable pick-up in dense urban areas, and Wing drones expand Serve's delivery radius.
In the coming months, select Wing deliveries will be picked up by a Serve delivery robot from the restaurant's curbside and delivered to a Wing drone AutoLoader a few blocks away, for aerial delivery to customers as much as 6 miles away.
Robot-to-drone delivery will enable merchants to tap into drone delivery without any changes to their facilities or workflow and significantly extend the delivery area for sidewalk delivery robots. This collaboration represents an important step towards enabling highly automated delivery as the preferred mode of delivery for the millions of small packages delivered every day around the world.
"We're excited to partner with Wing to offer a multi-modal delivery experience that expands our market from roughly half of all food deliveries that are within 2 miles of a restaurant, to offering 30 minute autonomous delivery across an entire city," said Dr. Ali Kashani, CEO and co-founder of Serve Robotics. "Together, Serve and Wing share an ambitious vision for reliable and affordable robotic delivery at scale. Our end-to-end robotic delivery solution will be the most efficient mode for the significant majority of deliveries."
"At Wing, we have been delivering food and other goods directly to consumers for over five years, completing more than 400,000 commercial deliveries across three continents. We have a proven ability to make deliveries quickly and efficiently," said Adam Woodworth, CEO at Wing. "Both Wing and Serve offer innovative solutions that are changing the way goods are delivered. Through this pilot partnership, Wing hopes to reach more merchants in highly-congested areas while supporting Serve as it works to expand its delivery radius."
Robot to drone delivery offer benefits to both merchants and customers, including:
Fast: Wing drones fly above the gridlock and Serve robots operate exclusively on sidewalks, so deliveries avoid being snarled in street traffic.
Cost Efficient: Drones and robots both lower delivery costs for the operator and consumer with no need for tipping.
Environmentally-Conscious: Both fully-electric, Wing and Serve reduce vehicle emissions associated with food delivery, as well as reducing traffic and congestion.
Safe: By keeping vehicles off the roads, Serve and Wing help to cut down on traffic accidents.
Convenient: Curbside robotic package pickup allows merchants to access drone delivery without modifying their facilities or installing new equipment.
To learn more about Serve robotics, visit https://www.serverobotics.com/. For more information on Wing, visit https://wing.com/.
About Serve Robotics
Serve Robotics develops advanced, AI-powered, low-emissions sidewalk delivery robots that endeavor to make delivery sustainable and economical. Spun off from Uber in 2021 as an independent company, Serve has completed tens of thousands of deliveries for enterprise partners such as Uber Eats and 7-Eleven. Serve has scalable multi-year contracts, including a signed agreement to deploy up to 2,000 delivery robots on the Uber Eats platform across multiple U.S. markets.
For further information about Serve Robotics (Nasdaq:SERV), please visit www.serverobotics.com or follow us on social media via X (Twitter), Instagram, or LinkedIn @serverobotics.
About Wing
Wing offers drone delivery. Our fleet of lightweight, highly automated delivery drones can transport small packages directly from businesses to homes and between healthcare providers in minutes. Wing delivery is safe, sustainable, and easy to integrate into existing delivery and logistics networks. Wing is part of Google's parent company, Alphabet.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Serve intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Exchange Act. These forward-looking statements can be about future events, including statements regarding Serve's intentions, objectives, plans, expectations, assumptions and beliefs about future events, including Serve's expectations with respect to the financial and operating performance of its business, its capital position, and future growth. The words "anticipate", "believe", "expect", "project", "predict", "will", "forecast", "estimate", "likely", "intend", "outlook", "should", "could", "may", "target", "plan" and other similar expressions can generally be used to identify forward-looking statements. Indications of, and guidance or outlook on, future earnings or financial position or performance are also forward-looking statements. Any forward-looking statements in this press release are based on management's current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. Risks that contribute to the uncertain nature of the forward-looking statements include those risks and uncertainties set forth in Serve's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the United States Securities and Exchange Commission (the "SEC") and in its subsequent filings filed with the SEC. All forward-looking statements contained in this press release speak only as of the date on which they were made. Serve undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.
Contacts
Media
Aduke Thelwell, Head of Communications & Investor Relations
Serve Robotics
press@serverobotics.com
Investor Relations
investor.relations@serverobotics.com
By leveraging the strengths of both technologies, Serve and Wing will enable faster, safer and more reliable delivery.
A Wing drone hovers at the AutoLoader, where it will pick up a delivery from a Serve robot for aerial delivery.
Scilex Holding Company Announces that the U.S. Bankruptcy Court has Extended the Lockup Period on Shares of Scilex Dividend Stock Previously Distributed by Sorrento to its Stockholders as a Dividend to January 31, 2025
Source: GlobeNewswire Inc.
Scilex Holding Company (Nasdaq: SCLX, “Scilex”), an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain, today announced that the U.S. Bankruptcy Court for the Southern District of Texas (the “Court”) has extended the expiration of the restrictions on transfer of the shares of common stock of Scilex that were previously distributed by Sorrento Therapeutics, Inc. (OTC: SRNEQ, “Sorrento”), Scilex’s former controlling stockholder, to Sorrento’s stockholders as a dividend on January 19, 2023 (the “Dividend Stock”). Such lock-up period was previously set to expire on the earlier of (i) September 30, 2024 or (ii) the date on which Sorrento and its Official Committee of Unsecured Creditors agreed in writing or on the record in Sorrento’s chapter 11 cases certain claims that may be asserted in potential litigation to avoid Sorrento’s distribution of Dividend Stock and to recover such Dividend Stock, should not be pursued, or on such date that the Court deems just and proper. On September 25, 2024, the Court approved a motion to extend the lock-up period on the Dividend Stock to January 31, 2025.
Accordingly, any shares of the Dividend Stock (including any such shares held by brokerage firms) may not be sold, transferred or otherwise disposed of. The foregoing extension shall apply only to the Dividend Stock and does not apply to any other outstanding securities of Scilex.
To review the Court order, please click the link here.
For more information on Scilex Holding Company, refer to www.scilexholding.com
For more information on Semnur Pharmaceuticals, refer to www.semnurpharma.com
For more information on Scilex Holding Company Sustainability Report, refer to www.scilexholding.com/investors/sustainability
For more information on ZTlido® including Full Prescribing Information, refer to www.ztlido.com.
For more information on ELYXYB®, including Full Prescribing Information, refer to www.elyxyb.com.
For more information on GLOPERBA®, including Full Prescribing Information, refer to www.gloperba.com.
https://www.facebook.com/scilex.pharm
https://www.linkedin.com/company/scilex-holding-company/
info@scilexholding.com
About Scilex Holding Company
Scilex Holding Company is an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain. Scilex targets indications with high unmet needs and large market opportunities with non-opioid therapies for the treatment of patients with acute and chronic pain and is dedicated to advancing and improving patient outcomes. Scilex’s commercial products include: (i) ZTlido® (lidocaine topical system) 1.8%, a prescription lidocaine topical product approved by the U.S. Food and Drug Administration (the “FDA”) for the relief of neuropathic pain associated with postherpetic neuralgia, which is a form of post-shingles nerve pain; (ii) ELYXYB®, a potential first-line treatment and the only FDA-approved, ready-to-use oral solution for the acute treatment of migraine, with or without aura, in adults; and (iii) GLOPERBA®, the first and only liquid oral version of the anti-gout medicine colchicine indicated for the prophylaxis of painful gout flares in adults.
In addition, Scilex has three product candidates: (i) SP-102 (10 mg, dexamethasone sodium phosphate viscous gel) (“SEMDEXA™” or “SP-102”), a novel, viscous gel formulation of a widely used corticosteroid for epidural injections to treat lumbosacral radicular pain, or sciatica, for which Scilex has completed a Phase 3 study and was granted Fast Track status from the FDA in 2017; (ii) SP-103 (lidocaine topical system) 5.4%, (“SP-103”), a next-generation, triple-strength formulation of ZTlido, for the treatment of chronic neck pain and for which Scilex has recently completed a Phase 2 trial in low back pain. SP-103 has been granted Fast Track status from the FDA in low back pain; and (iii) SP-104 (4.5 mg, low-dose naltrexone hydrochloride delayed-release capsules) (“SP-104”), a novel low-dose delayed-release naltrexone hydrochloride being developed for the treatment of fibromyalgia, for which Phase 1 trials were completed in the second quarter of 2022.
Scilex Holding Company is headquartered in Palo Alto, California.
Forward-Looking Statements
This press release and any statements made for and during any presentation or meeting concerning the matters discussed in this press release contain forward-looking statements related to Scilex and its subsidiaries under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Forward-looking statements include statements regarding Scilex’s long-term objectives and commercialization plans, future opportunities for Scilex, Scilex’s future business strategies and Scilex’s current and prospective product candidates.
Risks and uncertainties that could cause Scilex’s actual results to differ materially and adversely from those expressed in our forward-looking statements, include, but are not limited to: risks associated with the unpredictability of trading markets; general economic, political and business conditions; the risk that the potential product candidates that Scilex develops may not progress through clinical development or receive required regulatory approvals within expected timelines or at all; risks relating to uncertainty regarding the regulatory pathway for Scilex’s product candidates; the risk that Scilex will be unable to successfully market or gain market acceptance of its product candidates; the risk that Scilex’s product candidates may not be beneficial to patients or successfully commercialized; the risk that Scilex has overestimated the size of the target patient population, their willingness to try new therapies and the willingness of physicians to prescribe these therapies; risks that the outcome of the trials and studies for SP-102, SP-103 or SP-104 may not be successful or reflect positive outcomes; risks that the prior results of the clinical and investigator-initiated trials of SP-102 (SEMDEXA™), SP-103 or SP-104 may not be replicated; regulatory and intellectual property risks; and other risks and uncertainties indicated from time to time and other risks described in Scilex’s most recent periodic reports filed with the Securities and Exchange Commission, including Scilex’s Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent Quarterly Reports on Form 10-Q that the Company has filed or may file, including the risk factors set forth in those filings. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and Scilex undertakes no obligation to update any forward-looking statement in this press release except as may be required by law.
Contacts:
Investors and Media
Scilex Holding Company
960 San Antonio Road
Palo Alto, CA 94303
Office: (650) 516-4310
Email: investorrelations@scilexholding.com
Website: www.scilexholding.com
SEMDEXA™ (SP-102) is a trademark owned by Semnur Pharmaceuticals, Inc., a wholly-owned subsidiary of Scilex Holding Company. A proprietary name review by the FDA is planned.
ZTlido® is a registered trademark owned by Scilex Pharmaceuticals Inc., a wholly-owned subsidiary of Scilex Holding Company.
GLOPERBA® is the subject of an exclusive, transferable license to Scilex Holding Company to use the registered trademark.
ELYXYB® is a registered trademark owned by Scilex Holding Company.
All other trademarks are the property of their respective owners.
© 2024 Scilex Holding Company All Rights Reserved.
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Costco Wholesale Corporation Reports Fourth Quarter and Fiscal Year 2024 Operating Results
Source: GlobeNewswire Inc.
Costco Wholesale Corporation (“Costco” or the “Company”) (Nasdaq: COST) today announced its operating results for the 16-week fourth quarter and the 52-week fiscal year ended September 1, 2024.
For the 16-week fourth quarter, the Company reported net sales of $78.2 billion, an increase of 1.0 percent compared to net sales of $77.4 billion in the 17-week fourth quarter of fiscal year 2023. For the 52-week fiscal year, the Company reported net sales of $249.6 billion, an increase of 5.0 percent from $237.7 billion reported in the 53-week fiscal year 2023.
The following comparable sales data reflect comparable locations year-over-year and comparable retail weeks.
Comparable sales were as follows:
16 Weeks 16 Weeks 52 Weeks 52 Weeks
Adjusted* Adjusted*
U.S. 5.3% 6.3% 4.5% 5.0%
Canada 5.5% 7.9% 7.0% 8.1%
Other International 5.7% 9.3% 8.1% 8.4%
Total Company 5.4% 6.9% 5.3% 5.9%
E-commerce 18.9% 19.5% 16.1% 16.2%
*Excluding the impacts from changes in gasoline prices and foreign exchange.
Net income for the 16-week fourth quarter was $2.354 billion, $5.29 per diluted share, compared to $2.160 billion, $4.86 per diluted share, in the 17-week fourth quarter last year. This year’s results included a net non-recurring tax benefit of $63 million, $0.14 per diluted share, related to a transfer pricing settlement, and true-ups of tax reserves.
Net income for the 52-week fiscal year was $7.367 billion, $16.56 per diluted share, compared to $6.292 billion, $14.16 per diluted share, in the 53-week prior year.
Costco currently operates 891 warehouses, including 614 in the United States and Puerto Rico, 108 in Canada, 40 in Mexico, 35 in Japan, 29 in the United Kingdom, 19 in Korea, 15 in Australia, 14 in Taiwan, seven in China, five in Spain, two in France, and one each in Iceland, New Zealand and Sweden. Costco also operates e-commerce sites in the U.S., Canada, the U.K., Mexico, Korea, Taiwan, Japan and Australia.
A conference call to discuss these results is scheduled for 2:00 p.m. (PT) today, September 26, 2024, and will be available via a webcast on investor.costco.com (click “Events & Presentations”).
Certain statements contained in this document and the pre-recorded message constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For these purposes, forward-looking statements are statements that address activities, events, conditions or developments that the Company expects or anticipates may occur in the future. In some cases forward-looking statements can be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. Such forward-looking statements involve risks and uncertainties that may cause actual events, results or performance to differ materially from those indicated by such statements. These risks and uncertainties include, but are not limited to, domestic and international economic conditions, including exchange rates, inflation or deflation, the effects of competition and regulation, uncertainties in the financial markets, consumer and small business spending patterns and debt levels, breaches of security or privacy of member or business information, conditions affecting the acquisition, development, ownership or use of real estate, capital spending, actions of vendors, rising costs associated with employees (generally including health-care costs and wages), energy and certain commodities, geopolitical conditions (including tariffs), the ability to maintain effective internal control over financial reporting, regulatory and other impacts related to climate change, public-health related factors, and other risks identified from time to time in the Company’s public statements and reports filed with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and the Company does not undertake to update these statements, except as required by law. Comparable sales and comparable sales excluding impacts from changes in gasoline prices and foreign exchange are intended as supplemental information and are not a substitute for net sales presented in accordance with U.S. GAAP.
CONTACTS: Costco Wholesale Corporation
David Sherwood, 425/313-8239
Josh Dahmen, 425/313-8254
Andrew Yoon, 425/313-6305
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🚀✨@NewToTheStreet Launches 24-Part Series with ARAX Holdings! 🔗
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Camtek Introduced 5th Generation of the Eagle System Supporting Expected Growth In 2025
Source: PR Newswire (US)
The first in a number of new products following recent years' R&D efforts
MIGDAL HAEMEK, Israel, Sept. 24, 2024 /PRNewswire/ -- Camtek Ltd. (NASDAQ: CAMT) (TASE: CAMT) is pleased to announce the launch of the latest leading inspection system, the Eagle Generation-5 (Eagle G5), marking a significant advancement in Camtek's inspection and metrology technological capabilities. The new system offers unparalleled wafer throughput coupled with improved optical resolution, meeting both current market demand and customers' future roadmap.
Camtek_logo
Camtek's Eagle system is the advanced packaging standard solution for current and future 2D inspection and 3D metrology, targeted to applications such as HPC (high performance computing), CIS (CMOS image sensors), SiC (Silicon Carbide), and others. Camtek has already received orders for this system for 2025 deliveries.
Rafi Amit, Camtek's CEO commented, "I am very excited about the launch of our fifth generation Eagle platform. It pushes the boundaries of performance for inspection and metrology and I expect it to strengthen our dominant position in both the 2D inspection and 3D metrology in advanced packaging markets. This system is the first in a number of new products that we have been working on in recent years and will provide inspection and metrology solutions for the upcoming Advanced Packaging technologies that are characterized by fine pitch of micro bumps and hybrid bonding interconnects."
"The healthy demand in our end-markets, together with the initial contribution from our new products, underlies our expectations that 2025 will be another growth year for Camtek."
For more information about Camtek Ltd. and its advanced inspection and metrology solutions, please visit www.camtek.com.
ABOUT CAMTEK LTD.
Camtek is a developer and manufacturer of high-end inspection and metrology equipment for the semiconductor industry. Camtek's systems inspect IC and measure IC features on wafers throughout the production process of semiconductor devices, covering the front and mid-end and up to the beginning of assembly (Post Dicing). Camtek's systems inspect wafers for the most demanding semiconductor market segments, including Advanced Interconnect Packaging, Heterogenous Integration, Memory and HBM, CMOS Image Sensors, Compound Semiconductors, MEMS, and RF, serving numerous industry's leading global IDMs, OSATs, and foundries.
With manufacturing facilities in Israel and Germany, and eight offices around the world, Camtek provides state of the art solutions in line with customers' requirements.
This press release is available at www.camtek.com
This press release contains statements that may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on Camtek's current beliefs, expectations and assumptions about its business and industry, all of which may change. Forward-looking statements can be identified by the use of words including "believe," "anticipate," "should," "intend," "plan," "will," "may," "expect," "estimate," "project," "positioned," "strategy," and similar expressions that are intended to identify forward-looking statements, including our expectations and statements relating to the compound semiconductors market and our position in this market and the anticipated timing of delivery of the systems. These forward-looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of Camtek to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Factors that may cause our actual results to differ materially from those contained in the forward-looking statements include, but are not limited to, the effects of the evolving nature of the war situation in Northern Israel, and the related evolving regional conflicts; the continued demand and future contribution of HBM and Chiplet applications and devices to the Company business resulting from, among other things, the field of AI surging worldwide across companies, industries and nations; formal or informal imposition by countries of new or revised export and/or import and doing-business regulations or sanctions, including but not limited to changes in U.S. trade policies, changes or uncertainty related to the U.S. government entity list and changes in the ability to sell products incorporating U.S originated technology, which can be made without prior notice, and our ability to effectively address such global trade issues and changes; ; and those other factors discussed in our Annual Report on Form 20-F as published on March 21, 2024 as well as other documents filed by the Company with the SEC as well as other documents that may be subsequently filed by Camtek from time to time with the Securities and Exchange Commission. We caution you not to place undue reliance on forward-looking statements, which speak only as of the date hereof. Camtek does not assume any obligation to update any forward-looking statements in order to reflect events or circumstances that may arise after the date of this release unless required by law.
While we believe that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. In addition, any forward-looking statements represent Camtek's views only as of the date of this press release and should not be relied upon as representing its views as of any subsequent date. Camtek does not assume any obligation to update any forward-looking statements unless required by law.
CAMTEK LTD.
Moshe Eisenberg, CFO
Tel: +972 4 604 8308
Mobile: +972 54 900 7100
moshee@camtek.com
INTERNATIONAL INVESTOR RELATIONS
EK Global Investor Relations
Ehud Helft
Tel: (US) 1 212 378 8040
camtek@ekgir.com
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SOURCE Camtek Ltd.
Copyright 2024 PR Newswire
📌 ARAX has officially filed its 10-Q report for the third quarter, providing a detailed update on the company's financial performance and operations. $ARAT
— Arax (@AraxCorp) September 23, 2024
📍10Q: https://t.co/WBAKRCwlYK pic.twitter.com/7dCsQzl4aM
At our first Investor event with @Lvlupvc and humbling us with their presence @NewToTheStreet. All we are missing is @RastislavCore miss you buddy! Wish you were here! 😘 pic.twitter.com/Jlm5pRJAio
— Ockert Loubser ₡ORE (@OckertLoubser) September 19, 2024
ARAX HOLDINGS CORP
FORM 8-K
(Current report filing)
Filed 09/19/24 for the Period Ending 09/19/24
https://www.otcmarkets.com/filing/conv_pdf?id=17844864&guid=jsL-kaxCCoGaJth
Supermicro's New Multi-Node Liquid Cooled Architecture with Maximum Performance Density Purpose-Built for HPC at Scale
Source: PR Newswire (US)
The New Rack-Scale Ready FlexTwin™ Systems Deliver Unprecedented Compute-Density in a Multi-Node Form Factor, with DLC dual CPUs up to 500W Each per Node, Front Node Access and Optimized Networking
SAN JOSE, Calif., Sept. 19, 2024 /PRNewswire/ -- Supermicro, Inc. (NASDAQ: SMCI) a Total IT Solution Provider for AI/ML, HPC, Cloud, Storage, and 5G/Edge is announcing the all-new FlexTwin family of systems which has been designed to address the needs of scientists, researchers, governments, and enterprises undertaking the world's most complex and demanding computing tasks. Featuring flexible support for the latest CPU, memory, storage, power and cooling technologies, FlexTwin is purpose-built to support demanding HPC workloads including financial services, scientific research, and complex modeling. These systems are cost-optimized for performance per dollar and can be customized to suit specific HPC applications and customer requirements thanks to Supermicro's modular Building Block Solutions® design.
FlexTwin
"Supermicro's FlexTwin servers set a new standard of performance density for rack-scale deployments with up to 96 dual processor compute nodes in a standard 48U rack," said Charles Liang, president and CEO of Supermicro. "At Supermicro, we're able to offer a complete one-stop solution that includes servers, racks, networking, liquid cooling components, and liquid cooling towers, speeding up the time to deployment and resulting in higher quality and reliability across the entire infrastructure, enabling customers faster time to results. Up to 90% of the server generated heat is removed with the liquid cooling solution, saving significant amounts of energy and enabling higher compute performance."
For more information about FlexTwin systems, please visit here.
This new multi-node design incorporates Supermicro's modular Resource Saving Architecture which uses shared power supplies and DLC of critical components to reduce raw materials usage, maximize power efficiency, and lower data center PUE (Power Usage Effectiveness). The new FlexTwin architecture includes a range of new and industry standard technologies which not only improve performance but also enhance workload flexibility and serviceability for large-scale data centers.
Support for the latest generation of high-frequency CPUs up to 500W with DLC enabling compute densities unachievable with traditional data center air cooling
Multi-vendor CPU support with up to 12 memory channels per CPU
Front-accessible hot-swap compute nodes, I/O ports, and optional drive bays to enhance serviceability and simplify maintenance from the cold aisle
Enhanced reliability with redundant power supplies and hot-swappable liquid cooling pumps to minimize downtime
Optimized total rack level solutions for in-row and in-rack liquid cool deployments
To support the deployment of the FlexTwin architecture at scale, Supermicro offers rack-scale integration services to design, build, validate, and deliver complete solutions of any size thanks to an industry-leading global manufacturing capacity of up to 5,000 racks per month (including 1,350 liquid cooled racks), extensive rack-scale integration and testing facilities, and a comprehensive suite of management software solutions.
About Super Micro Computer, Inc.
Supermicro (NASDAQ: SMCI) is a global leader in Application-Optimized Total IT Solutions. Founded and operating in San Jose, California, Supermicro is committed to delivering first to market innovation for Enterprise, Cloud, AI, and 5G Telco/Edge IT Infrastructure. We are a Total IT Solutions provider with server, AI, storage, IoT, switch systems, software, and support services. Supermicro's motherboard, power, and chassis design expertise further enable our development and production, enabling next generation innovation from cloud to edge for our global customers. Our products are designed and manufactured in-house (in the US, Taiwan, and the Netherlands), leveraging global operations for scale and efficiency and optimized to improve TCO and reduce environmental impact (Green Computing). The award-winning portfolio of Server Building Block Solutions® allows customers to optimize for their exact workload and application by selecting from a broad family of systems built from our flexible and reusable building blocks that support a comprehensive set of form factors, processors, memory, GPUs, storage, networking, power, and cooling solutions (air-conditioned, free air cooling or liquid cooling).
Supermicro, Server Building Block Solutions, and We Keep IT Green are trademarks and/or registered trademarks of Super Micro Computer, Inc.
All other brands, names, and trademarks are the property of their respective owners.
(PRNewsfoto/Super Micro Computer, Inc.)
Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/supermicros-new-multi-node-liquid-cooled-architecture-with-maximum-performance-density-purpose-built-for-hpc-at-scale-302252626.html
SOURCE Super Micro Computer, Inc.
Copyright 2024 PR Newswire
🏛🎙We are excited to announce our strategic partnership with @NewToTheStreet. Over the next 24 months, we will launch a 24-part series that highlights ARAX Holdings’ innovative BaaP Enterprise Ecosystem, built on the Core Blockchain, CorePass, and Lunaº Mesh. Our innovative… pic.twitter.com/Bh6MM1Zq1y
— Arax (@AraxCorp) September 19, 2024
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🤔Can we?
— CorePass (@CorePassCC) September 19, 2024
💾 We often give away more than we realize.
🌀With Corepass you decide what to share and with whom and reduce the chances of your data being misused.#digitalidapp #privacy #security #blockchain #coreblockchain pic.twitter.com/AIkuNzc5Tf
🚀 Remember that offline blockchain transaction via SMS? Well, we’ve got the full tutorial ready for you! 🎉 Want to know how to pull it off? Derek sure didn’t see this coming… but now we can blow his mind too. Check out the tutorial and start sending those transactions! 📲💥… https://t.co/yMglQLiZqO
— Ockert Loubser ₡ORE (@OckertLoubser) September 18, 2024
🚨 $BFYW
— OTC Updates (@OtcUpdates) September 17, 2024
💰0.0014
Pink Limited, AS: 2.0B, OS: 507M, US: 142M
❗Grace Period Removed
Officer(s) Added:
🟢Ian James, CEO
🟢Stephen Letourneau, CBO
🟢Dr. Pratibha Chaurasia, CFO
🟢Jacob Ellman, Chief Development Officer
🟢Mark Jared Ha
https://t.co/AeFqguOtod
Market Chatter: Nvidia Secures US Government Nod to Sell AI Chips to G42
MT NEWSWIRES - 41 MINUTES AGO
INVESTMENT NEWS
Email Facebook. Twitter. LinkedIn. Print
02:13 PM EDT, 09/13/2024 (MT Newswires) -- Nvidia ( NVDA ) received the US government's nod earlier this year to sell advanced chips to United Arab Emirates-based artificial intelligence firm G42, Semafor reported Friday, citing a person familiar with the matter.
The approval has not been previously reported.
US lawmakers have in the past raised concerns about G42's possible ties to China and asked the Biden administration for a US assessment of the company's relationship to China's Communist Party, military and government.
Republican lawmakers previously said they believe G42 could be an avenue for sharing sensitive US-origin technology to China.
To win the US's concession on the purchase of Nvidia ( NVDA ) hardware, G42 built new data centers using technology from Western nations to avoid the possibility of a Chinese backdoor, Semafor reported. The Middle Eastern company also stripped out any parts with ties to China from its older data centers, the report said.
G42 has also barred Chinese nationals from working at its data centers and hired US Department of Defense contractors to find any vulnerabilities that might allow intrusions by the Chinese or others, according to the report.
Nvidia ( NVDA ), G42, and the US Commerce Department did not immediately respond to requests for comment from MT Newswires.
(Market Chatter news is derived from conversations with market professionals globally. This information is believed to be from reliable sources but may include rumor and speculation. Accuracy is not guaranteed.)
Price: 118.84, Change: -0.31, Percent Change: -0.26
MT Newswires does not provide investment advice. Unauthorized reproduction is strictly prohibited.
Form 424B3 - Prospectus [Rule 424(b)(3)]
Source: Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-281956
PROSPECTUS
3,311,110 Shares of Common Stock
This prospectus relates to the registration and resale by the selling stockholder named under the heading “Selling Stockholder” in this prospectus (which term as used in this prospectus includes its respective transferees, pledgees, distributees, donees and successors-in-interest, each a “selling stockholder” and, collectively, the “selling stockholders”) of up to 3,311,110 shares (the “Shares”) of common stock, par value $0.0001 per share, of Serve Robotics Inc. (the “Company”), which includes: (i) 555,555 shares of our common stock issuable upon exercise of the pre-funded warrants (the “Pre-Funded Warrants”) issued to Armistice Capital Master Fund Ltd. (“Armistice”) in connection with a private placement of warrants and pre-funded warrants, as more fully described herein (the “August 2024 PIPE”), (ii) 555,555 shares of our common stock issuable upon exercise of the warrants (the “Common Warrants”) issued to Armistice in connection with the August 2024 PIPE and (iii) 2,200,000 shares of our common stock issuable upon exercise of the warrants (the “Exchange Warrants,” and together with the Pre-Funded Warrants and the Common Warrants, the “August 2024 PIPE Warrants”) issued to Armistice pursuant to an agreement with the Company in connection with the August 2024 PIPE to exercise the July 2024 PIPE Common Warrants (as defined herein).
We will not receive any proceeds from the sale of the shares of common stock by the selling stockholder. However, we will receive the proceeds of any cash exercise of the August 2024 PIPE Warrants. The selling stockholder may sell the shares of common stock offered by this prospectus from time to time through the means described in this prospectus under the caption “Plan of Distribution.”
We will bear all costs, expenses and fees in connection with the registration of the shares of common stock. The selling stockholder will bear all discounts, concessions, commissions and similar selling expenses, if any, attributable to their respective sales of the shares of common stock.
Our common stock is currently traded on The Nasdaq Capital Market, LLC (“Nasdaq”) under the ticker symbol “SERV”. On September 4, 2024, the last reported sale price of our common stock on Nasdaq was $8.15 per share.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.
We are an “emerging growth company” and a “smaller reporting company” as defined under the federal securities laws and, as such, are eligible for reduced public company reporting requirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”
Investing in our common stock involves a high degree of risk. Please consider carefully the risks described in this prospectus under “Risk Factors” beginning on page 5 of this prospectus and in our filings with the Securities and Exchange Commission.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus is dated September 11, 2024
TABLE OF CONTENTS
Page No.
ABOUT THIS PROSPECTUS ii
PROSPECTUS SUMMARY 1
THE OFFERING 4
RISK FACTORS 5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 6
USE OF PROCEEDS 7
SELLING STOCKHOLDER 8
PLAN OF DISTRIBUTION 9
LEGAL MATTERS 10
WHERE YOU CAN FIND MORE INFORMATION 10
EXPERTS 10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 11
i
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we have filed with the Securities and Exchange Commission (the “SEC”) pursuant to which the selling stockholder named herein may, from time to time, offer and sell or otherwise dispose of the Shares covered by this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or Shares are sold or otherwise disposed of on a later date.
This prospectus does not contain all of the information included in the registration statement. For a more complete understanding of the offering of the Shares, you should refer to the registration statement including the exhibits. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where You Can Find More Information.” We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in the accompanying prospectus were made solely for the benefit of the parties to such agreement, including in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. It is important for you to read and consider all information contained in this prospectus, including the documents incorporated by reference therein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you under “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference” in this prospectus.
We and the selling stockholder have not authorized anyone to give any information or to make any representation to you other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our shares of common stock other than the Shares covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions as to the offering and the distribution of this prospectus applicable to those jurisdictions.
This prospectus, including the documents incorporated by reference herein, include statements that are based on various assumptions and estimates that are subject to numerous known and unknown risks and uncertainties. Some of these risks and uncertainties are described in the section entitled “Risk Factors” beginning on page 5 of this prospectus and as described in Part I, Item 1A (Risk Factors) of our most recent Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024, as updated by our subsequent filings with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These and other important factors could cause our future results to be materially different from the results expected as a result of, or implied by, these assumptions and estimates. You should read the information contained in, or incorporated by reference into, this prospectus completely and with the understanding that future results may be materially different from and worse than what we expect. See the information included under the heading “Special Note Regarding Forward-Looking Statements.”
In this prospectus, references to the “Company,” “we,” “us,” and “our” refer to Serve Robotics Inc. and its subsidiaries. The phrase “this prospectus” refers to this prospectus and any applicable prospectus supplement, unless the context requires otherwise. All references to “Serve” refer to Serve Operating Co. (formerly known as Serve Robotics Inc.), a privately held Delaware corporation and our direct, wholly-owned subsidiary. Serve holds all material assets and conducts all business activities and operations of Serve Robotics Inc.
ii
PROSPECTUS SUMMARY
The following is a summary of what we believe to be the most important aspects of our business and the offering of our securities under this prospectus. We urge you to read this entire prospectus, including the more detailed consolidated financial statements, notes to the consolidated financial statements and other information incorporated by reference from our other filings with the SEC. Investing in our securities involves risks. Therefore, carefully consider the risk factors set forth in this prospectus and in our most recent annual and quarterly filings with the SEC, as well as other information in this prospectus and the documents incorporated by reference herein.
About Serve Robotics Inc.
We are on a mission to deliver a sustainable future by transforming how goods move among people.
We have developed an advanced, artificial intelligence-powered robotics mobility platform, with last-mile delivery in cities as its first application. According to the U.S. Bureau of Transportation Statistics in 2017, 45% of car trips in the United States are taken for shopping and errands, and in 2019, FedEx stated that over 60% of merchants’ customers live within three miles of a store location. By eliminating unnecessary car traffic, and by reducing the cost of last-mile transportation, we aim to reshape cities into sustainable, safe and people-friendly environments, with thriving local economies.
Our first product is a low-emissions robot that serves people in public spaces, starting with last-mile food delivery. In 2017, our core technology development began with our co-founders and a growing product and engineering team. In 2020, the team launched a fleet of sidewalk delivery robots (hereafter simply referred to as “delivery robots”) in Los Angeles performing contactless deliveries during the COVID-19 pandemic shutdowns. By the end of that year, our robots had successfully completed over 10,000 commercial deliveries for Postmates Inc. (collectively with its affiliated entities, “Postmates”) in California, augmenting Postmates’ fleet of human couriers.
Postmates was acquired by Uber Technologies, Inc. (“Uber”) in 2020, and in February of 2021, Uber’s leadership team agreed to contribute the intellectual property developed by the team and assets relating to this project to Serve. In return for this contribution and an investment of cash into the Company, Uber acquired a minority equity interest in the business. By the end of the first quarter of 2021, the majority of the team that had worked on this project at Postmates joined us as full-time employees.
After spinning off from Uber in 2021, we established a commercial partnership with Uber, with deliveries starting in January 2022 on a small scale. In May 2022, Uber announced a pilot program with us, and by June, it executed a commercial-scale agreement with us to deploy up to 2,000 of our robots across the United States.
Our current fleet consists of over 100 robots, and we plan to expand our fleet by building and deploying hundreds of new robots in the coming years after raising additional capital. We have platform-level integrations with the Uber Eats division of Uber and 7-Eleven, Inc. Our strategic investors include NVIDIA, Uber, 7-Ventures and Delivery Hero’s corporate venture units, alongside other world-class investors.
Because we started within a food delivery company, our team comes with a depth of expertise in food delivery. Additionally, our engineering team has extensive experience in AI, automation and robotics. Our leadership team includes veterans from Uber, Postmates, Waymo, Apple Inc., Blue Origin, LLC, GoPro, Inc., GoDaddy Inc. and Anki, Inc. We believe our expertise positions us to service the ever-growing on-demand delivery market, including food delivery.
Based on our proprietary historical delivery data, approximately half of all food delivery distances in the United States are less than 2.5 miles, making these deliveries well-suited to delivery by sidewalk robots. We provide a robotic delivery experience that can delight customers, improve reliability for merchants and reduce traffic congestion and vehicle emissions. Moreover, at scale with full utilization and high autonomy, we believe our robots have the potential to reduce average delivery cost to under $1.00, lower than delivery cost by human couriers today, making on-demand delivery more affordable and accessible in the areas in which we operate. In fact, according to a 2024 ARK Invest report, by using automation to reduce delivery costs, the potential market for food and parcel delivery by robots and drones may grow to as much as $450 billion globally in 2030.
1
Recent Developments
August 2024 PIPE
On August 27, 2024, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Armistice for a private placement offering of the Pre-Funded Warrants and accompanying Common Warrants. Pursuant to the Purchase Agreement, we sold 555,555 Pre-Funded Warrants, with each Pre-Funded Warrant exercisable for one share of common stock, together with Common Warrants to purchase up to 555,555 shares of common stock. Each Pre-Funded Warrant and accompanying Common Warrant were sold together at a combined offering price of $8.9999.
In addition, pursuant to the Purchase Agreement, the Company agreed with the investor to exercise the July 2024 PIPE Common Warrants (as defined below) (the “Warrant Exchange”). The July 2024 PIPE Common Warrants were purchased at their exercise price of $6.00 per share. In consideration for the immediate exercise in full of the July 2024 PIPE Common Warrants for gross cash proceeds of approximately $15.0 million, the exercising holder received in a private placement the “Exchange Warrants to purchase up to an aggregate of 2,200,000 shares of common stock with an exercise price of $10.00 per share.
The August 2024 PIPE Warrants issued in the August 2024 PIPE and related Warrant Exchange were issued and offered pursuant to the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) promulgated thereunder.
In connection with the Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the investor. Pursuant to the Registration Rights Agreement, the Company is required to file a resale registration statement (the “Registration Statement”) with the SEC to register for resale of the shares issuable upon exercise of the August 2024 PIPE Warrants within 15 days after the closing date of the August 2024 PIPE (the “Filing Date”). Pursuant to the Registration Rights Agreement, the Registration Statement shall be declared effective within 15 days after the Filing Date or 45 days following the Filing Date if the Registration Statement is reviewed by the SEC. The Company will be obligated to pay certain liquidated damages to the investor if the Company fails to file the resale registration statement when required, fails to cause the Registration Statement to be declared effective by the SEC when required, of if the Company fails to maintain the effectiveness of the Registration Statement.
July 2024 PIPE
On July 23, 2024, we entered into a Securities Purchase Agreement (the “July 2024 PIPE Purchase Agreement”) with Armistice for a private placement offering (the “July 2024 PIPE”) of pre-funded warrants and accompanying warrants. Pursuant to the July 2024 PIPE Purchase Agreement, we sold 2,500,000 pre-funded warrants (the “July 2024 PIPE Pre-Funded Warrants”), with each pre-funded warrant exercisable for one share of common stock, together with warrants (the “July 2024 PIPE Common Warrants”) to purchase up to 2,500,000 shares of common stock. Each July 2024 PIPE Pre-Funded Warrant and accompanying July 2024 PIPE Common Warrant were sold together at a combined offering price of $5.9999.
The July 2024 PIPE Pre-Funded Warrants and the July 2024 PIPE Common Warrants issued in the July 2024 PIPE were issued and offered pursuant to the exemption from registration provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.
In connection with the July 2024 PIPE Purchase Agreement, we entered into a registration rights agreement (the “July 2024 PIPE Registration Rights Agreement”) with Armistice. Pursuant to the July 2024 PIPE Registration Rights Agreement, we were required to file a resale registration statement (the “July 2024 PIPE Registration Statement”) with the SEC to register for resale of the shares issuable upon exercise of the July 2024 PIPE Pre-Funded Warrants and the July 2024 PIPE Common Warrants within 15 days after the closing date of the July 2024 PIPE. The July 2024 PIPE Registration Statement was filed with the SEC on July 31, 2024 and was declared effective on August 6, 2024. The Company will be obligated to pay certain liquidated damages to the investor if the Company fails to maintain the effectiveness of the Registration Statement.
2
Implications of Being an Emerging Growth Company and a Smaller Reporting Company
We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). An “emerging growth company” may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:
? being permitted to present only two years of audited financial statements and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure in our periodic reports and registration statements, including this prospectus;
? not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, as amended (the “Sarbanes-Oxley Act”), on the effectiveness of our internal controls over financial reporting;
? reduced disclosure obligations regarding executive compensation arrangements in our periodic reports, proxy statements and registration statements, including this prospectus; and
? exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
We may use these provisions until December 31, 2028, which is the last day of the fiscal year following the fifth anniversary of the first sale of our common stock pursuant to an effective registration statement in 2023. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenues exceed $1.235 billion or we issue more than $1.00 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.
We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.
The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards, until those standards apply to private companies. We have elected to take advantage of the benefits of this extended transition period and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards. Until the date that we are no longer an emerging growth company or affirmatively and irrevocably opt out of the exemption provided by Section 7(a)(2)(B) of the Securities Act upon issuance of a new or revised accounting standard that applies to our financial statements and that has a different effective date for public and private companies, we will disclose the date on which we will adopt the recently issued accounting standard.
We are also a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue is less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.
Corporate History and Information
We were incorporated in the State of Delaware as Patricia Acquisition Corp. on November 9, 2020. On July 31, 2023, Serve Acquisition Corp. merged with and into Serve (the “Merger”). Following the Merger, Serve was the surviving entity and became our wholly-owned subsidiary, and all of the outstanding stock of Serve was converted into shares of our common stock. The business of Serve became our business as a result of the Merger. Following the consummation of the Merger, Serve changed its name to “Serve Operating Co.” and we changed our name to “Serve Robotics Inc.”
Prior to the Merger, Patricia Acquisition Corp. was a “shell” company registered under the Exchange Act, with no specific business plan or purpose until it began operating the business of Serve following the closing of the Merger.
Our principal executive offices are located at 730 Broadway, Redwood City, California 94063. Our telephone number is (818) 860-1352. Our website address is http://www.serverobotics.com. Information contained on, or that can be accessed through, our website is not a part of this prospectus.
All trademarks, service marks and trade names appearing in this prospectus are the property of their respective holders. Use or display by us of other parties’ trademarks, trade dress, or products in this prospectus is not intended to, and does not, imply a relationship with, or endorsements or sponsorship of, us by the trademark or trade dress owners.
3
THE OFFERING
This prospectus relates to the resale from time to time by the selling stockholder identified herein of up to 3,311,110 Shares. We are not offering any shares of common stock for sale under the registration statement of which this prospectus is a part.
Shares of common stock that may be offered by the selling stockholder: 3,311,110 shares of common stock.
Common stock outstanding 42,339,877 shares of common stock outstanding as of August 29, 2024 (42,895,432 shares of common stock if the Pre-Funded Warrants are exercised).
Use of proceeds: We will not receive any proceeds from the sale of the Shares covered by this prospectus. However, we will receive the proceeds of any cash exercise of the August 2024 PIPE Warrants.
Offering price: The selling stockholder may sell all or a portion of its Shares through public or private transactions at prevailing market prices or at privately negotiated prices.
Risk factors: Investing in our securities involves a high degree of risk and purchasers may lose their entire investment. See the disclosure under the heading “Risk Factors” on page 5 of this prospectus.
Nasdaq trading symbol: SERV
The number of shares of common stock outstanding is based on an aggregate of 42,339,877 shares outstanding as of August 29, 2024, and excludes:
? 555,555 shares of common stock issuable upon the exercise of the Pre-Funded Warrants with an exercise price of $0.0001 per share;
? 555,555 shares of common stock issuable upon the exercise of the Common Warrants with an exercise price of $10.00 per share;
? 2,200,000 shares of common stock issuable upon the exercise of the Exchange Warrants with an exercise price of $10.00 per share;
?
1,422,371 shares of common stock issuable upon the exercise of stock options outstanding as of June 30, 2024 that were subject to options originally granted under the Serve Robotics Inc. 2021 Stock Plan and 110,168 shares of common stock issuable upon the exercise of stock options outstanding as of June 30, 2024 that were subject to options granted under the Serve Robotics Inc. 2023 Equity Incentive Plan (the “2023 Plan”), with a weighted-average exercise price of $0.86 per share;
? 955,804 shares of common stock issuable upon the vesting of restricted stock unit awards outstanding as of June 30, 2024 granted under the 2023 Plan;
?
3,723,300 shares of common stock available for issuance under the 2023 Plan as of June 30, 2024 (which include 3,703,549 shares which became available following an increase approved by our Board and our stockholders in July 2024);
? outstanding warrants to purchase an aggregate of 128,511 shares of our common stock issued to certain accredited investors in connection with the Merger and related private placement transaction (the “Private Placement”) at the exercise price of $3.20 per share as of August 29, 2024;
? outstanding warrants to purchase an aggregate of 33,273 shares of our common stock issued to certain broker-dealers in connection with the Merger and Private Placement with an exercise price of $4.00 per share as of August 29, 2024;
? outstanding warrants to purchase an aggregate of 2,145,000 shares of our common stock issued to Magna New Mobility USA, Inc. with an exercise price of $0.01 per share as of August 29, 2024;
? outstanding warrants to purchase an aggregate of 500,000 shares of our common stock issued to Aegis Capital Corp. in connection with its services as the underwriter in our public offering in April 2024 (the “Public Offering”) with an exercise price of $5.00 per share as of August 29, 2024; and
? outstanding warrants to purchase an aggregate of 1,091 shares of our common stock issued to Network 1 Financial Securities, Inc. (“Network 1”) and its affiliates in connection with Network 1’s services as the placement agent in our convertible notes offering in January 2024 with an exercise price of $2.42 per share as of August 29, 2024.
Except as otherwise indicated, all information in this prospectus:
? reflects the issuance of 10,000,000 shares of our common stock in the Public Offering;
? assumes no exercise of outstanding options subsequent to June 30, 2024; and
? assumes no vesting of restricted stock unit awards subsequent to June 30, 2024.
4
RISK FACTORS
Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties and all other information, documents or reports included or incorporated by reference in this prospectus and, if applicable, any prospectus supplement or other offering materials, including the risks and uncertainties discussed and described in Part I, Item 1A (Risk Factors) of our most recent Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024, as updated by our subsequent filings with the SEC under the Exchange Act, which are incorporated by reference, in this prospectus, and any updates to those risk factors included from time to time in our periodic and current reports filed with the SEC and incorporated by reference in this prospectus, before making any decision to invest in shares of our common stock. If any of the events discussed in these risk factors occurs, our business, prospects, results of operations, financial condition and cash flows could be materially harmed. If that were to happen, the trading price of our common stock could decline, and you could lose all or part of your investment. Additional risks not currently known to us or other factors not perceived by us to present significant risks to our business at this time also may impair our business operations.
5
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents we have filed with the SEC that are incorporated by reference contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that involve substantial risks and uncertainties. In some cases, forward-looking statements are identified by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “goals,” “intend,” “likely,” “may,” “might,” “ongoing,” “objective,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “strategy,” “will” and “would” or the negative of these terms, or other comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements.
Although we believe that we have a reasonable basis for each forward-looking statement contained in this prospectus and the documents that we have filed with the SEC that are incorporated by reference, such statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain. Forward-looking statements include statements about:
? our ability to protect and enforce our intellectual property and the scope and duration of such protection;
? our reliance on third parties, including suppliers, delivery platforms, brand sponsors, software providers and service providers;
? our ability to operate in public spaces and any errors caused by human supervisors, network connectivity or automation;
? our robots’ reliance on sophisticated software technology that incorporates third-party components and networks to operate and our ability to maintain licenses for this software technology;
? our ability to commercialize our products at a large scale;
? the competitive industry in which we operate which is subject to rapid technological change;
? our ability to raise additional capital to develop our technology and scale our operations;
? developments and projections relating to our competitors and our industry;
? our ability to adequately control the costs associated with our operations;
? the impact of current and future laws and regulations, especially those related to personal delivery devices;
? potential cybersecurity risks to our operational systems, infrastructure and integrated software by us or third-party vendors;
? our ability to continue as a going concern; and
? other risks and uncertainties, including those described in Part I, Item 1A (Risk Factors) of our most recent Annual Report on Form 10-K for the year ended December 31, 2023.
These statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed in Part I, Item 1A (Risk Factors) of our most recent Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024 and elsewhere in this prospectus, in any applicable prospectus supplement and in any related free writing prospectus.
Any forward-looking statement in this prospectus, in any applicable prospectus supplement and in any related free writing prospectus reflects our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our business, results of operations, industry and future growth. Given these uncertainties, you should not place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this prospectus, any applicable prospectus supplement and any related free writing prospectus and the documents that we reference therein and have filed with the SEC as exhibits thereto completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
This prospectus contains, and any applicable prospectus supplement and any related free writing prospectus may contain, estimates, projections and other information concerning our industry, our business and the markets for certain robotics. Information based on estimates, forecasts, projections or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained these industry, business, market and other data from reports, research surveys, studies and similar data prepared by third parties, industry, medical and general publications, government data and similar sources that we believe to be reliable. In some cases, we do not expressly refer to the sources from which such data are derived.
6
USE OF PROCEEDS
We are filing the registration statement of which this prospectus forms a part to permit the holder of the Shares described in the section entitled “Selling Stockholder” to resell such Shares. We are not selling any securities under this prospectus, and we will not receive any proceeds from the sale or other disposition of shares of our common stock held by the selling stockholder. However, we will receive the proceeds of any cash exercise of the August 2024 PIPE Warrants.
The selling stockholder will pay any underwriting discounts and commissions and expenses incurred by the selling stockholder for brokerage, accounting, tax or legal services or any other expenses incurred by the selling stockholder in disposing of these Shares unless otherwise set forth in the Registration Rights Agreement. We will bear all other costs, fees and expenses incurred in effecting the registration of the Shares covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and our accountants.
7
SELLING STOCKHOLDER
The common stock being offered by the selling stockholder are those issuable to the selling stockholder upon exercise of the Pre-Funded Warrants, Common Warrants and Exchange Warrants. For additional information regarding the issuances of the Pre-Funded Warrants, Common Warrants and Exchange Warrants, see “Prospectus Summary – Recent Developments” above. We are registering the shares of common stock issuable upon the exercise of the Pre-Funded Warrants, Common Warrants and Exchange Warrants in order to permit the selling stockholder to offer the shares for resale from time to time. Except for the ownership of the Pre-Funded Warrants, Common Warrants and Exchange Warrants and the July 2024 PIPE Pre-Funded Warrants and July 2024 PIPE Common Warrants issued in the July 2024 PIPE, the selling stockholder has not had any material relationship with us within the past three years.
The table below lists the selling stockholder and other information regarding the beneficial ownership of the shares of common stock by the selling stockholder. The second column lists the number of shares of common stock beneficially owned by the selling stockholder, based on its ownership of the Pre-Funded Warrants, Common Warrants and Exchange Warrants, as of August 29, 2024, assuming exercise of the Pre-Funded Warrants, Common Warrants and Exchange Warrants held by the selling stockholder on that date, without regard to any limitations on exercises.
The third column lists the shares of common stock being offered by this prospectus by the selling stockholder.
In accordance with the terms of the Registration Rights Agreement, this prospectus generally covers the resale of the maximum number of shares of common stock issuable upon exercise of the Pre-Funded Warrants, Common Warrants and Exchange Warrants, determined as if the outstanding Pre-Funded Warrants, Common Warrants and Exchange Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholder pursuant to this prospectus.
Under the terms of each of the Pre-Funded Warrants, Common Warrants and Exchange Warrants, a selling stockholder may not exercise such Pre-Funded Warrants, Common Warrants or Exchange Warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the Pre-Funded Warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.”
Name of Selling Stockholder Number of Shares of
Common Stock Owned
Prior to Offering Maximum Number of
Shares of Common Stock
to be Sold Pursuant to This
Prospectus (1) Number of Shares of
Common Stock Owned
After Offering
Armistice Capital, LLC — 3,311,110 (2)(3) —
(1) Assumes the sale of all shares offered in this prospectus.
(2) Includes (i) 555,555 shares of common stock issuable upon exercise of the Pre-Funded Warrants, (ii) 555,555 shares of common stock issuable upon exercise of the Common Warrants and (iii) 2,200,000 shares of common stock issuable upon exercise of the Exchange Warrants held by the selling stockholder. The Pre-Funded Warrants, Common Warrants and Exchange Warrants are subject to certain beneficial ownership limitations that prohibit Armistice from exercising any portion of them if, following such exercise, Armistice’s ownership of our common stock would exceed the relevant warrant’s ownership limitation.
(3) The securities are directly held by Armistice and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of Armistice, and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The August 2024 PIPE Warrants are subject to a beneficial ownership limitation of 9.99%, and such limitation restricts the selling stockholder from exercising that portion of the August 2024 PIPE Warrants that would result in the selling stockholder and its affiliates owning, after exercise, a number of shares of common stock in excess of the beneficial ownership limitation. The address of Armistice is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.
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PLAN OF DISTRIBUTION
The selling stockholder and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal trading market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A selling stockholder may use any one or more of the following methods when selling securities:
? ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
? block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
? purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
? an exchange distribution in accordance with the rules of the applicable exchange;
? privately negotiated transactions;
? settlement of short sales;
? in transactions through broker-dealers that agree with the selling stockholder to sell a specified number of such securities at a stipulated price per security;
? through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
? a combination of any such methods of sale; or
? any other method permitted pursuant to applicable law.
The selling stockholder may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the selling stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.
In connection with the sale of the securities or interests therein, the selling stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling stockholder may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The selling stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The selling stockholder and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The selling stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the selling stockholder against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the selling stockholder without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the selling stockholder or any other person. We will make copies of this prospectus available to the selling stockholder and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
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LEGAL MATTERS
The validity of the Shares being offered by this prospectus is being passed upon for us by Orrick, Herrington & Sutcliffe LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements of Serve Robotics Inc. appearing in its Annual Report (Form 10-K) for the year ended December 31, 2023, incorporated by reference in this prospectus, have been audited by dbbmckennon, independent registered public accounting firm, as set forth in their report (which contains an explanatory paragraph describing conditions that raise substantial doubt about Serve’s ability to continue as a going concern as described in Note 2 to the financial statements), which is incorporated herein by reference. Such consolidated financial statements have been so incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC this registration statement on Form S-3 under the Securities Act with respect to the shares of common stock being offered by this prospectus. This prospectus, which constitutes a part of this registration statement, does not contain all of the information in this registration statement and its exhibits. For further information with respect to us and the common stock offered by this prospectus, you should refer to this registration statement and the exhibits filed as part of this document. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to this registration statement. Each of these statements is qualified in all respects by this reference.
We are subject to the informational requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements and other information with the SEC. You can read our SEC filings, including this registration statement, over the internet on the SEC’s website at http://www.sec.gov. You may also request a copy of filings, at no cost, by writing or telephoning us at: Serve Robotics Inc. 730 Broadway, Redwood City, California 94063, (818) 860-1352.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and subsequent information that we file later with the SEC will automatically update and supersede this information. We filed a registration statement on Form S-3 under the Securities Act with the SEC with respect to the securities we may offer pursuant to this prospectus. This prospectus omits certain information contained in the registration statement, as permitted by the SEC. You should refer to the registration statement, including the exhibits, for further information about us and the securities we may offer pursuant to this prospectus. Statements in this prospectus regarding the provisions of certain documents filed with, or incorporated by reference in, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copies of all or any part of the registration statement, including the documents incorporated by reference or the exhibits, may be obtained from the SEC’s website at http://www.sec.gov. The documents we are incorporating by reference are:
? our Annual Report on Form 10-K for the year ended December 31, 2023 that we filed with the SEC on February 29, 2024;
? our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 15, 2024, and for the quarter ended June 30, 2024, filed with the SEC on August 13, 2024.
? our Current Reports on Form 8-K filed with the SEC on January 3, 2024, February 7, 2024, February 23, 2024, March 7, 2024, April 9, 2024, April 18, 2024, April 23, 2024, April 24, 2024, May 15, 2024, June 3, 2024, July 23, 2024, July 24, 2024, August 13, 2024 and August 28, 2024, to the extent information therein is filed and not furnished; and
? the description of our common stock contained in our Registration Statement on Form 10-12G/A filed with the SEC on April 9, 2021, pursuant to Section 12(g) of the Exchange Act, as updated by the description of the Registrant’s common stock contained in Exhibit 4.8 to the FY 2023 Form 10-K, and including any other amendments or reports filed for the purpose of updating such description.
11
We also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the registration statement of which this prospectus is a part and prior to effectiveness of such registration statement, until we file a post-effective amendment that indicates the termination of the offering of the securities made by this prospectus and will become a part of this prospectus from the date that such documents are filed with the SEC. Information in such future filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements.
You may request, orally or in writing, a copy of any or all of the documents incorporated herein by reference. These documents will be provided to you at no cost, by contacting:
Serve Robotics Inc.
730 Broadway
Redwood City, California 94063
Attn: Brian Read, Chief Financial Officer
(818) 860-1352
You may also access these documents on our website at investors.serverobotics.com. Information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information on, or that can be accessed from, our website as part of this base prospectus or any accompanying prospectus supplement.
You should rely only on information contained in, or incorporated by reference into, this prospectus. We and the selling stockholder have not authorized anyone to provide you with information different from that contained in this prospectus or incorporated by reference in this prospectus. We and the selling stockholder are not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.
12
3,311,110 Shares
Common Stock
PROSPECTUS
September 11, 2024
Nayax and A2Z Cust2Mate Unveil Disruptive On-Cart Payment Solution for Retail Shoppers
Source: GlobeNewswire Inc.
Nayax Ltd. (Nasdaq: NYAX; TASE: NYAX), a global commerce enablement payments and loyalty platform designed to help merchants scale their business, and A2Z Cust2Mate Solutions Corp. (NASDAQ:AZ)(FRA - WKN:A3CSQ), a global leader in innovative technology solutions, today announced a strategic partnership to pair Nayax’s convenient automated self-service retail mobile payment system with A2Z Cust2Mate’s innovative smart cart platform for smart retail stores.
Nayax and A2Z Cust2Mate will allow customers to complete their entire shopping journey from the comfort of their smart cart, with no need to waste time in long checkout lines. A2Z’s Cust2Mate 3.0 can transform any shopping cart into a powerful shopping platform, integrating a sleek touchscreen panel, with computer vision and a powerful algorithm to provide an effective, interactive, and personalized shopping experience. Incorporating Nayax’s innovative on-cart comprehensive hardware and software payment solution, A2Z Cust2Mate 3.0 will allow customers to simply “pick-and-go”, providing a more convenient shopping experience.
Nayax and A2Z Cust2Mate will collaborate to sell the Cust2Mate 3.0 smart cart system with integrated Nayax payment technology as a unified, end-to-end solution for retailers around the world. The first smart carts with Nayax’s payment solution will be deployed in France, with the goal to deploy tens of thousands of payment enabled smart carts globally.
“Relocating the point of sale from the checkout lane to the shopping cart is an ingenious way to improve a retailer’s operational efficiency and the shopper’s experience,” says Yair Nechmad, CEO and Chairman of Nayax. “Nayax is thrilled to partner with A2Z Cust2Mate to offer an integrated, state-of-the-art shopping and payment solution for retailers and their customers.”
“This partnership expands our sales reach and strengthens our presence in the retail market,” commented Gadi Graus, CEO of A2Z Cust2Mate. “By integrating Nayax’s seamless payment solution with our smart carts, we’ve created a game-changing innovation that boosts retailer revenue, cuts operational costs, and enhances the shopping experience.”
About Nayax
Nayax is a global commerce enablement, payments and loyalty platform designed to help merchants scale their business. Nayax offers a complete solution including localized cashless payment acceptance, management suite, and loyalty tools, enabling merchants to conduct commerce anywhere, at any time. As a global leader in serving unattended retail, Nayax has transformed into a comprehensive solution focused on our customers' growth across multiple channels. As of June 30, 2024, Nayax has 11 global offices, approximately 1,100 employees, connections to more than 80 merchant acquirers and payment method integrations, and is globally recognized as a payment facilitator. Nayax's mission is to improve its customers' revenue potential and operational efficiency. For more information, please visit www.nayax.com.
About A2Z Cust2mate Solutions Corp.
A2Z Cust2Mate Solutions Corp. creates innovative solutions for complex challenges. A2Z's flagship product is the world's first proven-in-use mobile self-checkout shopping cart. With its user-friendly smart algorithm, touch screen, and other technologies, Cust2Mate streamlines the retail shopping experience by scanning purchased products and enabling in-cart payment so that customers can simply "pick & go", and bypass long cashier checkout lines. This results in a more efficient shopping experience for customers, less unused shelf-space and manpower requirements, and advanced command and control capabilities for store managers.
For more information on A2Z Cust2mate Solutions Corp. (NASDAQ: AZ) ($AZ)(FRA - WKN:A3CSQ) and its subsidiary, Cust2mate Ltd., please visit https://cust2mate.com/.
Nayax Forward-Looking Statements
This press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. Forward-looking statements include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to: our expectations regarding general market conditions, including as a result of the COVID 19 pandemic and other global economic trends; changes in consumer tastes and preferences; fluctuations in inflation, interest rate and exchange rates in the global economic environment; the availability of qualified personnel and the ability to retain such personnel; changes in commodity costs, labor, distribution and other operating costs; our ability to implement our growth strategy; changes in government regulation and tax matters; other factors that may affect our financial condition, liquidity and results of operations; general economic, political, demographic and business conditions in Israel, including the ongoing war in Israel that began on October 7, 2023 and global perspectives regarding that conflict; the success of operating initiatives, including advertising and promotional efforts and new product and concept development by us and our competitors; Moshe Shmaryahu's success as the Company's new Chief Information Officer; and other risk factors discussed under “Risk Factors” in our annual report on Form 20-F filed with the SEC on February 28, 2023 (our "Annual Report"). The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only estimates based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks provided under “Risk Factors” in our Annual Report. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Each forward-looking statement speaks only as of the date of the particular statement. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, to conform these statements to actual results or to changes in our expectations.
A2Z Cust2mate Forward-looking Statements
Matters discussed in this press release may contain forward-looking statements that are subject to substantial risks and uncertainties. Forward-looking statements contained in this press release may be identified by the use of words such as "anticipate," "believe," "contemplate," "could," "estimate," "expect," "intend," "seek," "may," "might," "plan," "potential," "predict," "project," "target," "aim," "should," "will" "would," or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company's current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the Company's filings with the on SEDAR and with the Securities and Exchange Commission. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. Forward-looking statements contained in this announcement are made as of this date, and the company disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein.
For Nayax For A2Z Cust2mate
Company Contact Information: Scott Gamm
Strategy Voice Associates
Scott@strategyvoiceassociates.com Gadi Graus, CEO
Gadi.g@a2zas.com
+972-73-3700544
Investor Contacts:
Aaron Greenberg
Chief Strategy Officer
Aarong@nayax.com Brett Maas, Managing Principal, Hayden IR, LLC
brett@haydenir.com
(646) 536-7331
A photo accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/7bce3e36-42ba-4ca9-ad22-429b4ddc78d4
📌 Exciting news! We’re happy to announce that ARAX has officially filed its 10Q for the second-quarter and is now current again. Our team is already working diligently on getting the 10Q for the third-quarter filed.
— Arax (@AraxCorp) September 11, 2024
Thank you for your continued support! $ARAT
📍10Q:… pic.twitter.com/T4rCyFjKHq
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— APT Systems Inc APTY (@APTYsys) September 6, 2024
Broadcom Inc. Announces Third Quarter Fiscal Year 2024 Financial Results and Quarterly Dividend
https://investors.broadcom.com/news-releases/news-release-details/broadcom-inc-announces-third-quarter-fiscal-year-2024-financial
Richtech Robotics Announces Closing of $21 Million Public Offering
Source: GlobeNewswire Inc.
Richtech Robotics Inc. (Nasdaq: RR), (“Richtech Robotics” or the “Company”), a Nevada-based provider of AI-driven service robots, today announced the closing of its previously announced public offering of an aggregate of 15,555,557 shares of its Class B common stock (or Class B common stock equivalents in lieu thereof) and warrants to purchase up to 15,555,557 shares of Class B common stock (the “Warrants”), at a combined public offering price of $1.35 per share (or per Class B common stock equivalent in lieu thereof) and accompanying Warrant. The Warrants have an exercise price of $1.35 per share, are exercisable immediately upon issuance and expire on the five-year anniversary of the initial issuance date.
Rodman & Renshaw LLC acted as the exclusive placement agent for the offering.
The aggregate gross proceeds to the Company from the offering were approximately $21 million before deducting the placement agent’s fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the Warrants, if fully exercised on a cash basis, will be approximately $21 million. No assurance can be given that any of the Warrants will be exercised. The Company intends to use the net proceeds from this offering for working capital, general corporate purposes, including the further development of its product candidates, and the procurement of inventory, specifically for robotic hardware.
The securities described above were offered pursuant to a registration statement on Form S-1 (File No. 333-281789) (the “Registration Statement”), which was declared effective by the Securities and Exchange Commission (the “SEC”) on August 29, 2024, and an additional registration statement on Form S-1 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, which became automatically effective on August 29, 2024. The offering was made only by means of a prospectus forming part of the effective registration statements relating to the offering. A final prospectus relating to the offering has been filed with the SEC. Electronic copies of the final prospectus may be obtained on the SEC’s website at http://www.sec.gov and may also be obtained by contacting Rodman & Renshaw LLC at 600 Lexington Avenue, 32nd Floor, New York, NY 10022, by telephone at (212) 540-4414, or by email at info@rodm.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Richtech Robotics
Richtech Robotics is a provider of collaborative robotic solutions specializing in the service industry, including the hospitality and healthcare sectors. Our mission is to transform the service industry through collaborative robotic solutions that enhance the customer experience and empower businesses to achieve more. By seamlessly integrating cutting-edge automation, we aspire to create a landscape of enhanced interactions, efficiency, and innovation, propelling organizations toward unparalleled levels of excellence and satisfaction. Learn more at www.RichtechRobotics.com and connect with us on X (Twitter), LinkedIn, and YouTube.
Forward Looking Statements
Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as “anticipate,” “believe,” “forecast,” “estimate,” “expect,” and “intend,” among others. 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. Such forward-looking statements include, but are not limited to, statements regarding the anticipated use of proceeds from the offering.
These forward-looking statements are based on Richtech Robotics’ current expectations and actual results could differ materially. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements include, among others, risks and uncertainties related to market and other conditions. Investors should read the risk factors set forth in Richtech Robotics’ Annual Report on Form 10-K/A, filed with the SEC on March 27, 2024, the Registration Statement and periodic reports filed with the SEC on or after the date thereof. All of Richtech Robotics’ forward-looking statements are expressly qualified by all such risk factors and other cautionary statements. The information set forth herein speaks only as of the date thereof. New risks and uncertainties arise over time, and it is not possible for Richtech Robotic to predict those events or how they may affect Richtech Robotic. If a change to the events and circumstances reflected in Richtech Robotics’ forward-looking statements occurs, Richtech Robotics’ business, financial condition and operating results may vary materially from those expressed in Richtech Robotics’ forward-looking statements.
Readers are cautioned not to put undue reliance on forward-looking statements, and Richtech Robotic assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
Contact:
Investors:
CORE IR
Matt Blazei
ir@richtechrobotics.com
Media:
Timothy Tanksley
Director of Marketing
Richtech Robotics, Inc
press@richtechrobotics.com
702-534-0050
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AeroVironment Announces Fiscal 2025 First Quarter Results
Source: Business Wire
AeroVironment, Inc. (“AeroVironment” or the “Company”) reported today financial results for the fiscal first quarter ended July 27, 2024.
First Quarter Highlights:
Record first quarter revenue of $189.5 million up 24% year-over-year
First quarter net income of $21.2 million and adjusted EBITDA of $37.2 million
In August 2024 awarded U.S. Army Lethal Unmanned Systems Indefinite Delivery, Indefinite Quantity (“IDIQ”) with a record contract ceiling value of $990 million and initial funding of $128 million
“AeroVironment has once again delivered excellent results, including record first-quarter revenue that’s 24% higher than the same period last fiscal year,” said Wahid Nawabi, AeroVironment chairman, president and chief executive officer. “Our Loitering Munition Systems segment continues to be the highest growth driver for the company posting first-quarter revenue, 68% higher than the same quarter last year.
“With a growing pipeline and solid operating performance, AeroVironment is working toward achieving another record fiscal year, and we are confident that our success will carry forward into future years.”
FISCAL 2025 FIRST QUARTER RESULTS
Revenue for the first quarter of fiscal 2025 was $189.5 million, an increase of 24% as compared to $152.3 million for the first quarter of fiscal 2024, reflecting higher product sales of $40.0 million, partially offset by a decrease in service revenue of $2.9 million. From a segment standpoint, the year-over-year increase was due to revenue growth in Loitering Munitions Systems (“LMS”) of 68% and UnCrewed Systems (“UxS”) of 22%, partially offset by a decrease in MacCready Works (“MW”) of 24%.
Gross margin for the first quarter of fiscal 2025 was $81.5 million, an increase of 24% as compared to $65.7 million for the first quarter of fiscal 2024, reflecting higher product gross margin of $16.1 million, partially offset by lower service margin of $0.3 million. As a percentage of revenue, gross margin remained consistent at 43%. Gross margin was negatively impacted by an increase of $1.3 million of intangible amortization expense and other related non-cash purchase accounting expenses.
Income from operations for the first quarter of fiscal 2025 was $23.1 million as compared to $26.4 million for the first quarter of last fiscal year. The decrease year-over-year was due to an increase in selling, general and administrative (“SG&A”) expense of $10.0 million and an increase in research and development (“R&D”) expense of $9.1 million, partially offset by higher gross margin of $15.8 million.
Other loss, net, for the first quarter of fiscal 2025 was $0.5 million, as compared to $3.1 million for the first quarter of last fiscal year. The decrease in other loss, net was primarily due to a decrease in net interest expense and a decrease in net unrealized losses on investment holdings.
Provision for income taxes for the first quarter of fiscal 2025 was $1.5 million, as compared to $1.3 million for the first quarter of last fiscal year.
Net income for the first quarter of fiscal 2025 was $21.2 million, or $0.75 per diluted share, as compared to $21.9 million, or $0.84 per diluted share, in the prior-year period, respectively.
Non-GAAP adjusted EBITDA for the first quarter of fiscal 2025 was $37.2 million and non-GAAP earnings per diluted share were $0.89, as compared to $37.3 million and $1.00, respectively, for the first quarter of fiscal 2024.
BACKLOG
As of July 27, 2024, funded backlog (defined as remaining performance obligations under firm orders for which funding is currently appropriated to us under a customer contract) was $372.9 million, as compared to $400.2 million as of April 30, 2024. Funded backlog as of July 27, 2024 includes only initial funding for Switchblade 300 and 600s for the recently announced program wins such as the Low Altitude Stalking and Strike Ordnance or “LASSO” program, Organic Precision Fires-Light or “OPF-L” program, the Replicator Initiative, Ukraine Aid Initiative and our first Lithuanian order. Funded backlog does not include $128 million of initial funding under the recently announced IDIQ contract to deliver LMS systems for the U.S. Army’s Directed Requirement for Lethal Unmanned Systems with a contract ceiling value of $990 million. Additional funding for each of these programs is anticipated in our full year plan.
FISCAL 2025 — OUTLOOK FOR THE FULL YEAR
For fiscal year 2025, the Company continues to expect revenue of between $790 million and $820 million, net income of between $74 million and $83 million, Non-GAAP adjusted EBITDA of between $143 million and $153 million, earnings per diluted share of between $2.61 and $2.92 and non-GAAP earnings per diluted share, which excludes amortization of intangible assets, other non-cash purchase accounting expenses and equity securities investments gains or losses, of between $3.18 and $3.49.
The foregoing estimates are forward-looking and reflect management’s view of current and future market conditions, subject to certain risks and uncertainties, including certain assumptions with respect to our ability to efficiently and on a timely basis integrate acquisitions, obtain and retain government contracts, changes in the timing and/or amount of government spending, react to changes in the demand for our products and services, activities of competitors, changes in the regulatory environment, and general economic and business conditions in the United States and elsewhere in the world. Investors are reminded that actual results may differ materially from these estimates.
CONFERENCE CALL AND PRESENTATION
In conjunction with this release, AeroVironment, Inc. will host a conference call today, Wednesday, September 4, 2024, at 4:30 pm Eastern Time that will be webcast live. Wahid Nawabi, chairman, president and chief executive officer, Kevin P. McDonnell, chief financial officer and Jonah Teeter-Balin, vice president corporate development and investor relations, will host the call.
Investors may access the call by registering via the following participant registration link up to ten minutes prior to the start time.
Participant registration URL: https://register.vevent.com/register/BIabc39fbc6b534eb4aac7d5fda54c1d33
Investors may also listen to the live audio webcast via the Investor Relations page of the AeroVironment, Inc. website, http://investor.avinc.com. Please allow 15 minutes prior to the call to download and install any necessary audio software.
A supplementary investor presentation for the first quarter fiscal year 2025 can be accessed at https://investor.avinc.com/events-and-presentations.
Audio Replay
An audio replay of the event will be archived on the Investor Relations section of the Company's website at http://investor.avinc.com.
ABOUT AEROVIRONMENT, INC.
AeroVironment (NASDAQ: AVAV) provides technology solutions at the intersection of robotics, sensors, software analytics and connectivity that deliver more actionable intelligence so you can Proceed with Certainty. Headquartered in Virginia, AeroVironment is a global leader in intelligent, multi-domain robotic systems, and serves defense, government and commercial customers. For more information, visit www.avinc.com.
FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “project,” “plan,” or words or phrases with similar meaning. Forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from the forward-looking statements.
Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, the impact of our ability to successfully close and integrate acquisitions into our operations and avoid disruptions from acquisition transactions that will harm our business; the recording of goodwill and other intangible assets as part of acquisitions that are subject to potential impairments in the future and any realization of such impairments; any actual or threatened disruptions to our relationships with our distributors, suppliers, customers and employees, including shortages in components for our products; the ability to timely and sufficiently integrate international operations into our ongoing business and compliance programs; reliance on sales to the U.S. government, including uncertainties in classification, pricing or potentially burdensome imposed terms for certain types of government contracts; availability of U.S. government funding for defense procurement and R&D programs; our ability to win U.S. and international government R&D and procurement programs; changes in the timing and/or amount of government spending, including due to continuing resolutions; adverse impacts of a U.S. government shutdown; our reliance on limited relationships to fund our development of HAPS UAS; our ability to execute contracts for anticipated sales, perform under such contracts and other existing contracts and obtain new contracts; risks related to our international business, including compliance with export control laws; the extensive and increasing regulatory requirements governing our contracts with the U.S. government and international customers; the consequences to our financial position, business and reputation that could result from failing to comply with such regulatory requirements; unexpected technical and marketing difficulties inherent in major research and product development efforts; the impact of potential security and cyber threats or the risk of unauthorized access to and resulting misuse of our, our customers’ and/or our suppliers’ information and systems; failure to remain a market innovator, to create new market opportunities or to expand into new markets; our ability to increase production capacity to support anticipated growth; unexpected changes in significant operating expenses, including components and raw materials; failure to develop new products or integrate new technology into current products; any increase in litigation activity or unfavorable results in legal proceedings, including pending class actions; our ability to respond and adapt to legal, regulatory and government budgetary changes, including those resulting from the impact of pandemics and similar outbreaks; our ability to comply with the covenants in our loan documents; our ability to attract and retain skilled employees; the impact of inflation; and general economic and business conditions in the United States and elsewhere in the world; and the failure to establish and maintain effective internal control over financial reporting. For a further list and description of such risks and uncertainties, see the reports we file with the Securities and Exchange Commission. We do not intend, and undertake no obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.
LQR House Inc. Announces 540% Year-Over-Year Revenue Growth for August 2024
https://www.nasdaq.com/press-release/lqr-house-inc-announces-540-year-over-year-revenue-growth-august-2024-2024-09-04
PUBLISHED
SEP 4, 2024 8:45AM EDT
MIAMI, FL / ACCESSWIRE / September 4, 2024 / LQR House Inc. (the "Company" or "LQR House") (NASDAQ:LQR), a niche ecommerce platform specializing in the spirits and beverage industry, is pleased to announce a significant 540% year-over-year increase in revenue for the month of August 2024, compared to the same period in 2023.
In August 2023, LQR House reported revenues of $38,425.00. Fast forward to August 2024, the Company experienced an impressive revenue surge, reaching $246,005.12.
Sean Dollinger, CEO of LQR House, commented, "We believe that the partnerships we've forged have been instrumental in propelling our revenue to new heights. By leveraging influencer-driven content, we've successfully increased traffic to our platform, CWSpirits.com in August 2024 comparing to August 2023. Additionally, we believe that the introduction of even more mainstream inventory has further fueled sales growth. We're particularly excited about the expansion of the SWOL Tequila brand into new markets, and we remain committed to building on this momentum as we continue to scale."
LQR House continues focusing on strategic partnerships and expanding product offerings positions aiming for sustained growth in the competitive spirits and beverage industry.
About LQR House Inc.
LQR House intends to become a prominent force in the wine and spirits e-commerce sector, epitomized by its flagship alcohol marketplace, cwspirits.com. This platform seamlessly delivers a diverse range of emerging, premium, and luxury spirits, wines, and champagnes from esteemed retail partners like Country Wine & Spirits. Functioning as a technology-driven hub, LQR House utilizes software, data analytics, and artificial intelligence to elevate the consumer experience. CWSpirits.com stands out as the go-to destination for modern, convenience-oriented shoppers, providing a curated selection of alcohol products delivered to homes across the United States. Beyond its role in an e-commerce sector, LQR House is a marketing agency with a specialized focus on the alcohol industry. The Company measures campaign success by directly correlating it with sales on CWSpirits.com, demonstrating a return on investment. Backed by an influential network of over 550 figures in the alcohol space, LQR House strategically drives traffic to CWSpirits.com, enhancing brand visibility. LQR House intends to disrupt the traditional landscape of the alcohol industry, driven by its dedication to providing an unparalleled online purchasing experience and delivering tailored marketing solutions.
Forward-Looking Statements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company's current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Shareholders can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "is/are likely to," "potential," "continue" or other similar expressions. Forward-looking statements contained in this press release are made only as of the date of this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations that arise after the date hereof, except as may be required by law. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions, and other factors discussed in the "Risk Factors" section of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and in other reports and documents that the Company files from time to time with the United States Securities and Exchange Commission (the "SEC"). You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the headings "Risk Factors". Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results described in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and in other reports and documents that the Company files from time to time with the SEC. Additional factors are discussed in the Company's filings with the SEC, which are available for review at www.sec.gov. References and links to websites have been provided as a convenience, and the information contained on such websites has not been incorporated by reference into this press release.
Investor and Media Contact:info@lqrhouse.com
SOURCE: LQR House Inc.
$BLFR 5% owner buys shares on the open market on September 4, 2024.https://t.co/vO7E3ur1sv
— BlueFire Equipment, Corp. (BLFR) (@OTC_BLFR) September 4, 2024
🚨 $REPO
— OTC Updates (@OtcUpdates) September 3, 2024
💰0.0200
Pink Current, AS: 195M, OS: 152M, US: 15M
Update Delay: 135 hours
Tier Updated:
🔴 Pink Limited Information
🟢 Pink Current Information
https://t.co/CA1QOiwrgs
🚨 $REPO
— OTC Updates (@OtcUpdates) September 3, 2024
💰0.0200
Pink Current, AS: 195M, OS: 152M, US: 15M
Update Delay: 96 hours
🟢Transfer Agent is now Verified
https://t.co/O7OX8ajPmv
$BLFR files Petitions with County Wake, NC to Cancel a total of 63,000,000 shares of its common stock. The legal team has been in lock step with the Transfer Agent in regards to the cancellations to insure efficiency. https://t.co/zFEFtiRyYG
— BlueFire Equipment, Corp. (BLFR) (@OTC_BLFR) September 3, 2024
AV Secures $990M Contract to Supply U.S. Army with Switchblade Loitering Munitions
Source: Business Wire
AV selected to deliver Switchblade systems for the U.S. Army's lethal unmanned systems requirement
AeroVironment (AV) has been awarded a contract for the U.S. Army’s Directed Requirement (DR) for Lethal Unmanned Systems (LUS). The 5-year contract from Army Contracting Command-Aberdeen Proving Ground is Indefinite Delivery, Indefinite Quantity (IDIQ) with a contract ceiling value of $990M. Deliveries of the Switchblade® systems are expected to begin in months.
This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20240828490861/en/
The U.S. Army has awarded AeroVironment a contract for its Lethal Unmanned Systems Directed Requirement (Photo: AeroVironment)
The U.S. Army has awarded AeroVironment a contract for its Lethal Unmanned Systems Directed Requirement (Photo: AeroVironment)
The LUS Directed Requirement is the Army’s first effort to equip soldiers in infantry battalions with lethal, man-portable loitering munition systems. The combat-proven Switchblade systems will enhance soldiers' capabilities with precision flight control, greater lethality against fortified targets such as armored vehicles and tanks, and the ability to track and engage moving non-line-of-sight targets. AV was awarded a contract for the LUS Directed Requirement in December 2023 and is currently delivering systems under that contract.
“AV is proud to have been selected to provide Switchblade for this critical and urgent Army requirement,” said Brett Hush, AV’s senior vice president and general manager of Loitering Munition Systems. “This latest contract underscores the unmatched maturity and effectiveness of our system, as well as AV’s strategic positioning to rapidly produce and deliver these cutting-edge solutions to operators in the field.”
Switchblade represents the next generation of extended-range loitering munition systems, providing operators in the field with a multi-mission loitering munition system capable of multi-domain operations. The combat-proven system also features high-precision optics and extended loitering endurance.
“Starting with the LUS Directed Requirement, we are well positioned to meet the Army’s emerging needs, leveraging our robust production capability and supply chain capacity to ensure rapid fielding and enhanced combat overmatch for our soldiers,” continued Hush.
This contract further solidifies AV’s role as a leading provider of innovative unmanned solutions. The company remains committed to supporting the U.S. Army’s mission by delivering advanced technology that ensures operational superiority and enhances the safety and effectiveness of our military personnel.
ABOUT AEROVIRONMENT, INC.
AeroVironment (NASDAQ: AVAV) is a global leader in intelligent multi-domain robotic systems, uncrewed aircraft and ground systems, sensors, software analytics and connectivity. Headquartered in Arlington, Virginia, AeroVironment delivers actionable intelligence so our customers can proceed with certainty. For more information, visit www.avinc.com.
SAFE HARBOR STATEMENT
Certain statements in this press release may constitute "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are made on the basis of current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of our control, that may cause our business, strategy or actual results to differ materially from those expressed or implied. Factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, our ability to definitize and execute contracts on favorable terms and to perform under existing contracts and obtain additional contracts; changes in the regulatory environment; the activities of competitors; failure of the markets in which we operate to grow; failure to expand into new markets; failure to develop new products or integrate new technology with current products; and general economic and business conditions in the United States and elsewhere in the world. For a further list and description of such risks and uncertainties, see the reports we file with the Securities and Exchange Commission. We do not intend, and undertake no obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240828490861/en/
Ashley Riser
AeroVironment
+1 (805) 750-6176
pr@avinc.com
AUTODESK, INC. ANNOUNCES FISCAL 2025 SECOND QUARTER RESULTS
Aug 29, 2024
https://investors.autodesk.com/news-releases/news-release-details/autodesk-inc-announces-fiscal-2025-second-quarter-results
- Raising the mid-points of billings, revenue, earnings per share, and free cash flow guidance ranges.
- Second quarter revenue grew 12 percent, and 13 percent at constant exchange rates, to $1.5 billion.
- Current remaining performance obligations were $3.9 billion, up 11 percent year over year.
SAN FRANCISCO, Aug. 29, 2024 /PRNewswire/ -- Autodesk, Inc. (NASDAQ: ADSK) today reported financial results for the second quarter of fiscal 2025.
(PRNewsfoto/Autodesk, Inc.)
All growth rates are compared to the second quarter of fiscal 2024, unless otherwise noted. A reconciliation of GAAP to non-GAAP results is provided in the accompanying tables. For definitions, please view the Glossary of Terms later in this document.
Second Quarter Fiscal 2025 Financial Highlights
Total revenue increased 12 percent to $1.51 billion;
GAAP operating margin was 23 percent, up 4 percentage points;
Non-GAAP operating margin was 37 percent, up 1 percentage point;
GAAP diluted EPS was $1.30; Non-GAAP diluted EPS was $2.15;
Cash flow from operating activities was $212 million; free cash flow was $203 million.
"Autodesk continues to generate strong and sustained momentum both in absolute terms and relative to peers. Our success is fueled by our ability to capitalize on the attractive long term-growth trends we're seeing, including increases in global reconstruction and infrastructure. This is supported by our focused strategy to deliver more valuable and connected solutions for our customers, and by the proven durability of our business," said Andrew Anagnost, Autodesk president and CEO. "Disciplined execution and capital deployment is driving even greater operational velocity and efficiency within Autodesk and will underpin the mechanical build of revenue and free cash flow over the next few years and GAAP margins among the best in the industry. In combination, we believe these factors will deliver sustainable shareholder value over many years."
"We generated broad-based growth across products and regions in architecture, engineering and construction (AEC) and manufacturing in the second quarter. Overall, macroeconomic, policy, and geopolitical challenges, and the underlying momentum of the business, were consistent with the last few quarters," said Betsy Rafael, Autodesk interim CFO. "Given our sustained momentum in the second quarter, and smooth launch of the new transaction model in North America, we are raising the mid-points of our billings, revenue, earnings per share, and free cash flow guidance ranges."
Additional Financial Details
Total billings increased 13 percent to $1.24 billion.
Total revenue was $1.51 billion, an increase of 12 percent as reported, and 13 percent on a constant currency basis. Recurring revenue represents 97 percent of total.
Design revenue was $1.26 billion, an increase of 9 percent as reported, and 10 percent on a constant currency basis. On a sequential basis, Design revenue increased 5 percent as reported and on a constant currency basis.
Make revenue was $162 million, an increase of 25 percent as reported and on a constant currency basis. On a sequential basis, Make revenue increased 12 percent as reported and on a constant currency basis.
Subscription plan revenue was $1.41 billion, an increase of 11 percent as reported, and 12 percent on a constant currency basis. On a sequential basis, subscription plan revenue increased 6 percent as reported and on a constant currency basis.
Net revenue retention rate remained within the range of 100 to 110 percent, on a constant currency basis.
GAAP operating income was $343 million, compared to $262 million. GAAP operating margin was 23 percent, up 4 percentage points.
Total non-GAAP operating income was $560 million, compared to $489 million. Non-GAAP operating margin was 37 percent, up 1 percentage point.
GAAP diluted net income per share was $1.30, compared to $1.03.
Non-GAAP diluted net income per share was $2.15, compared to $1.91.
Deferred revenue decreased 13 percent to $3.69 billion. Unbilled deferred revenue was $2.17 billion, an increase of $1.18 billion. Remaining performance obligations ("RPO") increased 12 percent to $5.86 billion. Current RPO increased 11 percent to $3.90 billion.
Cash flow from operating activities was $212 million, an increase of $77 million. Free cash flow was $203 million, an increase of $75 million.
Nordson Corporation Reports Third Quarter Fiscal 2024 Results and Updates Annual Guidance
Source: Business Wire
Third Quarter Highlights:
Sales were $662 million, an increase of 2% year-over-year and in-line with mid-point of guidance
Earnings per diluted share were $2.04
Adjusted earnings per diluted share were $2.41, $0.08 above the mid-point of guidance
Updated Full-Year Guidance:
Increasing full fiscal year 2024 revenue guidance to reflect the addition of Atrion acquisition
Maintaining full fiscal year 2024 adjusted earnings per diluted share guidance, inclusive of the slightly dilutive fourth quarter Atrion acquisition impact
Nordson Corporation (Nasdaq: NDSN) today reported results for the fiscal third quarter ended July 31, 2024. Sales were $662 million, compared to the prior year’s third quarter sales of $649 million. The third quarter 2024 sales included a favorable acquisition impact of 4%, partially offset by an organic sales decrease of 1% and unfavorable currency translation of 1%. The organic sales decrease was driven by lower demand in electronics and medical product lines, partially offset by growth in packaging, nonwovens, and optical sensors product lines.
Net income was $117 million, or $2.04 of earnings per diluted share, compared to prior year’s third quarter net income of $128 million, or $2.22 of earnings per diluted share. Adjusted net income was $138 million, a decrease from the prior year adjusted net income of $147 million. Third quarter 2024 adjusted earnings per diluted share were $2.41, a 6% decrease from the prior year adjusted earnings per diluted share of $2.55. The decrease reflects increased interest expense from prior year acquisitions and slightly lower overall operating margins.
EBITDA in the third quarter was $208 million, or 31% of sales, compared to prior year EBITDA of $208 million, or 32% of sales. EBITDA was flat as improved gross margins were offset by higher selling and administrative expenses, including the first-year effect of the ARAG acquisition.
Commenting on the Company’s fiscal 2024 third quarter results, Nordson President and Chief Executive Officer Sundaram Nagarajan said, “We delivered third quarter revenue in line with our expectations, driven by strong organic growth in our industrial product lines. Our Advanced Technology Solutions segment sequentially grew compared to second quarter, as order entry steadily improves in electronics end markets. Across the company, the teams executed another solid operating performance delivering strong gross margins and 31% EBITDA margin. Overall, I am pleased with our focus on the customer while managing profitability well against headwinds in select businesses.”
Third Quarter Segment Results
Industrial Precision Solutions sales of $371 million increased 10% from the prior year, inclusive of a favorable acquisition impact of 7%, an organic sales increase of 4% and unfavorable currency translation of 1%. The organic sales increase was driven primarily by packaging and nonwovens product lines. Operating profit was $118 million, an increase of $3 million from the prior year. EBITDA in the quarter was $135 million, or 36% of sales, a 10% increase from the prior year third quarter EBITDA of $122 million, or 36% of sales. The year-over-year increase was driven by the ARAG acquisition, and higher organic sales and gross profit.
Medical and Fluid Solutions sales of $167 million decreased 2% compared to the prior year third quarter. The decrease was driven by lower demand in interventional solutions and fluid components product lines. Operating profit was $48 million, a decrease of $6 million from the prior year. EBITDA in the quarter was $62 million, or 37% of sales, down versus the prior year third quarter EBITDA of $68 million, or 40% of sales.
Advanced Technology Solutions sales of $124 million decreased 11% compared to the prior year third quarter, driven by lower organic sales and unfavorable currency translation of 1%. While sequentially higher, the organic sales decrease compared to prior year was driven by softness in electronics processing and x-ray and test product lines, offset by growth in optical sensors product lines. Operating profit was $23 million, a decrease of $4 million from the prior year. EBITDA in the quarter was $26 million, or 21% of sales, a decrease from the prior year third quarter EBITDA of $33 million, or 24% of sales.
Outlook
The Company is entering the fourth quarter of fiscal 2024 with approximately $650 million in backlog, which continues to normalize and remain concentrated in systems businesses. Based on current visibility and order entry trends, the Company is increasing its full-year revenue guidance range to $2,665 million - $2,705 million, inclusive of revenue from the Atrion acquisition in the fiscal fourth quarter. The Company is tightening full-year adjusted earnings per diluted share to the range of $9.45 - $9.65, unchanged at the midpoint, though now inclusive of the slightly dilutive Atrion impact in the fiscal fourth quarter.
Reflecting on the outlook, Nagarajan continued, “Throughout 2024, we have remained focused on delivering high quality operating performance in a dynamic environment. The diversification of our product portfolio, geographic exposure, mix of recurring revenue, in addition to the NBS Next growth framework and the contributions of our recent acquisitions, are positioning us well to end the year in line with record fiscal 2023 revenue. I remain pleased with our ability to manage profitability during this period, while remaining invested in the long-term objectives of the business.”
Nordson management will provide additional commentary on these results and outlook during its previously announced webcast on Thursday, August 22, 2024 at 8:30 a.m. eastern time, which can be accessed at https://investors.nordson.com. Information about Nordson’s investor relations and shareholder services is available from Lara Mahoney, vice president, investor relations and corporate communications at (440) 204-9985 or lara.mahoney@nordson.com.
The Company’s definition of adjusted earnings excludes acquisition related amortization for both current and historical periods. It is not possible for the Company to identify the amount or significance of future adjustments associated with acquisition and integration costs, restructuring costs, acquisition-related amortization, certain non-operating or income tax items, or other non-routine costs that the Company adjusts in the presentation of adjusted earnings guidance. These items are dependent on future events that are not reasonably estimable at this time. Accordingly, the Company is unable to reconcile without unreasonable effort the forecasted range of adjusted earnings guidance to a comparable GAAP range.
Certain statements contained in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “anticipates,” “believes,” “projects,” “forecasts,” “outlook,” “guidance,” “continue,” “target,” or the negative of these terms or comparable terminology. These statements reflect management’s current expectations and involve a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, U.S. and international economic conditions; financial and market conditions; currency exchange rates and devaluations; possible acquisitions, including the Company’s ability to successfully integrate acquisitions; the Company’s ability to successfully divest or dispose of businesses that are deemed not to fit with its strategic plan; the effects of changes in U.S. trade policy and trade agreements; the effects of changes in tax law; and the possible effects of events beyond our control, such as political unrest, including the conflict between Russia and Ukraine, acts of terror, natural disasters and pandemics, including the recent coronavirus (COVID-19) pandemic and the other factors discussed in Item 1A (Risk Factors) in the Company’s most recently filed Annual Report on Form 10-K and in its Forms 10-Q filed with the Securities and Exchange Commission, which should be reviewed carefully. The Company undertakes no obligation to update or revise any forward-looking statement in this press release.
Nordson Corporation is an innovative precision technology company that leverages a scalable growth framework through an entrepreneurial, division-led organization to deliver top tier growth with leading margins and returns. The Company’s direct sales model and applications expertise serves global customers through a wide variety of critical applications. Its diverse end market exposure includes consumer non-durable, medical, electronics and industrial end markets. Founded in 1954 and headquartered in Westlake, Ohio, the Company has operations and support offices in over 35 countries. Visit Nordson on the web at www.nordson.com, linkedin/Nordson, or www.facebook.com/nordson.
Galapagos announces FDA clearance of IND application for Phase 1/2 ATALANTA-1 study of CD19 CAR-T, GLPG5101, in relapsed/refractory non-Hodgkin lymphoma
Source: GlobeNewswire Inc.
Mechelen, Belgium; August 23, 2024, 07:00 CET; regulated information – inside information – Galapagos NV (Euronext & NASDAQ: GLPG) today announced that the U.S. Food and Drug Administration (FDA) has cleared Galapagos’ Investigational New Drug (IND) application for ATALANTA-1, a Phase 1/2 multicenter study evaluating the feasibility, safety, and efficacy of GLPG5101 in patients with relapsed/refractory non-Hodgkin lymphoma (R/R NHL).
GLPG5101 is an autologous CD19 CAR-T cell therapy product candidate produced using Galapagos’ innovative decentralized cell therapy manufacturing platform with the potential for the administration of fresh, fit cells within a median vein-to-vein time of seven days.
The primary objective of the Phase 1 part of ATALANTA-1 is to evaluate the safety and preliminary efficacy of GLPG5101 to determine the recommended dose for Phase 2. Secondary objectives include assessment of efficacy and feasibility of decentralized manufacturing of GLPG5101. The primary objective of the Phase 2 study is to evaluate the objective response rate. The secondary objectives include complete response rate, duration of response, progression free survival, overall survival, safety, pharmacokinetic profile, and the feasibility of decentralized manufacturing. Each enrolled patient will be followed for 24 months.
The Phase 1/2 ATALANTA-1 study is currently ongoing in Europe, and early data have shown encouraging results in patients with R/R NHL.1
“We are dedicated to accelerating breakthrough innovation that extends the reach of cell therapies to patients with rapidly progressing cancers,” said Dr. Paul Stoffels2, Galapagos’ CEO and Chairman of the Board of Directors. “Our innovative, decentralized manufacturing platform is designed to overcome many of the challenges faced by existing CAR-T production methods. The Galapagos platform has the potential for greater speed and scalability, with the delivery of fresh, fit cells with a median vein-to-vein time of seven days, close to patients. The IND clearance for the Phase 1/2 study of GLPG5101 marks a significant milestone in our cell therapy clinical program, bringing us one step closer to offering our CD19 CAR-T cell therapy to patients in the U.S.”
About non-Hodgkin lymphoma and GLPG5101
GLPG5101 is a second generation anti-CD19/4-1BB CAR-T product candidate, administered as a single fixed intravenous dose. It is currently being assessed in the ATALANTA-1 Phase 1/2, open-label, multicenter study to evaluate the safety, efficacy and feasibility of decentralized manufactured GLPG5101 in patients with relapsed/refractory non-Hodgkin lymphoma (R/R NHL). Non-Hodgkin lymphoma is a cancer originating from lymphocytes, a type of white blood cell which is part of the body’s immune system. Non-Hodgkin lymphoma can occur at any age although it is more common in adults over 50 years old. Initial symptoms usually are enlarged lymph nodes, fever, and weight loss. There are many different types of non-Hodgkin lymphoma. These types can be divided into aggressive (fast-growing) and indolent (slow growing) types, and they can be formed from either B lymphocytes (B cells) or in lesser extent from T lymphocytes (T cells) or Natural Killer cells (NK cells). B-cell lymphoma makes up about 85% of non-Hodgkin lymphomas diagnosed in the US. Prognosis and treatment of non-Hodgkin lymphoma depend on the stage and type of disease.
About Galapagos’ cell therapy manufacturing platform
Galapagos’ innovative, decentralized cell therapy manufacturing platform has the potential for the administration of fresh, fit cells within a median vein-to-vein time of seven days, greater physician control and improved patient experience. The platform consists of an end-to-end xCellit® workflow management and monitoring software system, a decentralized, functionally closed, automated manufacturing platform for cell therapies (using Lonza’s Cocoon®) and a proprietary quality control testing and release strategy.
About Galapagos
We are a biotechnology company with operations in Europe and the U.S. dedicated to developing transformational medicines for more years of life and quality of life. Focusing on high unmet medical needs, we synergize compelling science, technology, and collaborative approaches to create a deep pipeline of best-in-class small molecules and cell therapies in oncology and immunology. With capabilities from lab to patient, including a decentralized cell therapy manufacturing network, we are committed to challenging the status quo and delivering results for our patients, employees, and shareholders. For additional information, please visit www.glpg.com or follow us on LinkedIn or X.
This press release contains inside information within the meaning of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation).
For further information, please contact:
Media inquiries:
Marieke Vermeersch
+32 479 490 603
media@glpg.com
Jennifer Wilson
+44 7444 896759
media@glpg.com Investor inquiries:
Sofie Van Gijsel
+1 781 296 1143
ir@glpg.com
Sandra Cauwenberghs
+32 495 584 663
ir@glpg.com
Forward-looking statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. These statements are often, but are not always, made through the use of words or phrases such as “anticipate,” “expect,” “plan,” “estimate,” “will,” “continue,” “aim,” “intend,” “future,” “potential,” “could,” “indicate,” “forward,” as well as similar expressions. Forward-looking statements contained in this release include, but are not limited to, statements regarding Galapagos’ plans, expectations and strategy with respect to the ATALANTA-1 study, and statements regarding the expected timing, design and readouts of the ATALANTA-1 study, including the expected recruitment for such trials, statements related to the IND application for the Phase 1/2 ATALANTA-1 study. Forward-looking statements involve known and unknown risks, uncertainties and other factors which might cause Galapagos’ actual results to be materially different from those expressed or implied by such forward-looking statements. These risks, uncertainties and other factors include, without limitation, the risk that preliminary or interim clinical results may not be replicated in ongoing or subsequent clinical trials; the risk that ongoing and future clinical studies with GLPG5101 may not be completed in the currently envisaged timelines or at all, the inherent uncertainties associated with competitive developments, clinical trial and product development activities and regulatory approval requirements (including that data from the ongoing and planned clinical research programs may not support registration or further development of GLPG5101 due to safety, efficacy or other reasons), risks related to Galapagos' reliance on collaborations with third parties (including its collaboration partner Lonza), the risk that Galapagos’ estimations regarding its GLPG5101 program and the commercial potential of GLPG5101 may be incorrect, as well as those risks and uncertainties identified in Galapagos’ Annual Report on Form 20-F for the year ended 31 December 2023 filed with the U.S. Securities and Exchange Commission (SEC) and its subsequent filings with the SEC. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. The forward-looking statements contained herein are based on management’s current expectations and beliefs and speak only as of the date hereof, and Galapagos makes no commitment to update or publicly release any revisions to forward-looking statements in order to reflect new information or subsequent events, circumstances or changes in expectations.
1 Kersten, M.J., 2024. Seven-day vein-to-vein point-of-care–manufactured CD19 CAR T cells (GLPG5101) in relapsed/refractory non-Hodgkin lymphoma: Results from the Phase 1/2 ATALANTA-1 trial. EHA Library. Available at: https://bit.ly/3xZj9Mr [Accessed 09 July 2024].
2 Throughout this press release, ‘Dr. Paul Stoffels’ should be read as ‘Dr. Paul Stoffels, acting via Stoffels IMC BV’.
Attachment
GLPG Press Release IND Clearance_ENG_FINAL
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