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Current Report Filing (8-k)
Source: Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 14, 2023
CLEVELAND-CLIFFS INC.
(Exact name of registrant as specified in its charter)
Ohio1-894434-1464672(State or Other Jurisdiction of Incorporation or Organization)(Commission File Number)(IRS Employer Identification No.)
200 Public Square,Suite 3300,Cleveland,Ohio44114-2315(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code: (216) 694-5700
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
?Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)?Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)?Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))?Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registered:Common Shares, par value $0.125 per shareCLFNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ?
Item 1.01.Entry into a Material Definitive Agreement.
On April 14, 2023, Cleveland-Cliffs Inc. (the “Company”) issued $750,000,000 aggregate principal amount of 6.750% senior unsecured guaranteed notes due 2030 (the “Notes”) in a private transaction exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Notes have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
The Notes were issued pursuant to an indenture, dated as of April 14, 2023 (the “Indenture”), among the Company, the guarantors party thereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
The Notes bear interest at an annual rate of 6.750%. Interest on the Notes is payable semi-annually in arrears on April 15 and October 15 of each year, commencing on October 15, 2023. The Notes will mature on April 15, 2030.
The Notes are the Company’s general unsecured senior obligations and rank equally in right of payment with all of the Company’s existing and future unsecured senior indebtedness and will rank senior in right of payment to all of the Company’s existing and future subordinated indebtedness. The Notes are effectively subordinated to the Company’s existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. The Notes are guaranteed on an unsecured senior basis by the Company’s material direct and indirect wholly-owned domestic subsidiaries and, therefore, are structurally senior to any of the Company’s existing and future indebtedness that is not guaranteed by such guarantors and are structurally subordinated to all existing and future indebtedness and other liabilities of the Company’s subsidiaries that do not guarantee the Notes.
The terms of the Notes are governed by the Indenture. The Indenture contains customary covenants that, among other things, limit the Company’s and its subsidiaries’ ability to create certain liens on property that secure indebtedness, enter into sale and leaseback transactions, merge or consolidate with another company, and transfer or sell all or substantially all of the Company’s assets. Upon the occurrence of a “change of control triggering event,” as defined in the Indenture, the Company is required to offer to repurchase the Notes at 101% of the aggregate principal amount thereof, plus any accrued and unpaid interest, if any, to, but excluding, the repurchase date.
The Company may, at its option, redeem some or all of the Notes at any time and from time to time prior to April 15, 2026, at a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, plus a “make-whole” premium.
From and after April 15, 2026, the Company may, at its option, redeem some or all of the Notes at an initial redemption price of 103.375% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Such redemption price will decline each year after April 15, 2026, and will be 100% of their principal amount, plus accrued and unpaid interest, beginning on April 15, 2028.
In addition, at any time and from time to time on or prior to April 15, 2026, the Company may redeem in the aggregate up to 35% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional notes) with the net cash proceeds from one or more equity offerings, at a redemption price of 106.750%, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, so long as at least 65% of the original aggregate principal amount of the Notes (calculated after giving effect to any issuance of additional notes) issued under the Indenture remain outstanding after each such redemption.
The Indenture contains customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, certain events of bankruptcy and insolvency, and failure to pay certain judgments. An event of default under the Indenture will allow either the Trustee or the holders of at least 25% in aggregate principal amount of the then-outstanding Notes to accelerate, or in certain cases, will automatically cause the acceleration of, the amounts due under the Notes.
The Company intends to use the net proceeds from the Notes to repay a portion of the borrowings outstanding under its existing asset-based revolving credit facility entered into on March 13, 2020.
2
The foregoing description of the Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Indenture, a copy of which is anticipated to be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The terms of the Indenture and the Notes are summarized in Item 1.01 of this Current Report on Form 8-K and are incorporated into this Item 2.03 by reference.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CLEVELAND-CLIFFS INC.Date:April 14, 2023By:/s/ James D. GrahamName:James D. GrahamTitle:Executive Vice President, Human Resources, Chief Legal and Administrative Officer & Secretary
4
Cleveland-Cliffs Completes Offering of $750 Million of Senior Unsecured Guaranteed Notes due 2030
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) announced today that it has closed its previously priced offering of $750 million aggregate principal amount of senior unsecured guaranteed notes due 2030 (the “Notes”), which were priced at 6.75% annual coupon and issued at par.
The Company intends to use the net proceeds from the Notes to repay a portion of the borrowings under its existing asset-based revolving credit facility. The transaction is leverage neutral and interest expense neutral.
About Cleveland-Cliffs Inc.
Cleveland-Cliffs is the largest flat-rolled steel producer in North America. Founded in 1847 as a mine operator, Cliffs also is the largest manufacturer of iron ore pellets in North America. The Company is vertically integrated from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling, and tubing. Cleveland-Cliffs is the largest supplier of steel to the automotive industry in North America and serves a diverse range of other markets due to its comprehensive offering of flat-rolled steel products. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 27,000 people across its operations in the United States and Canada.
Forward-Looking Statements
This release contains statements that constitute “forward-looking statements” within the meaning of the federal securities laws. All statements other than historical facts, including, without limitation, statements regarding our current expectations, estimates and projections about our industry or our businesses, are forward-looking statements. We caution investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following: continued volatility of steel, iron ore and scrap metal market prices, which directly and indirectly impact the prices of the products that we sell to our customers; uncertainties associated with the highly competitive and cyclical steel industry and our reliance on the demand for steel from the automotive industry, which has been experiencing supply chain disruptions, such as the semiconductor shortage, and higher consumer interest rates, which could result in lower steel volumes being demanded; potential weaknesses and uncertainties in global economic conditions, excess global steelmaking capacity, oversupply of iron ore, prevalence of steel imports and reduced market demand, including as a result of inflationary pressures, the COVID-19 pandemic, conflicts or otherwise; severe financial hardship, bankruptcy, temporary or permanent shutdowns or operational challenges of one or more of our major customers, including customers in the automotive market, key suppliers or contractors, which, among other adverse effects, could disrupt our operations or lead to reduced demand for our products, increased difficulty collecting receivables, and customers and/or suppliers asserting force majeure or other reasons for not performing their contractual obligations to us; disruptions to our operations relating to an infectious disease outbreak or the COVID-19 pandemic, including workforce challenges and the risk that novel variants will prove resistant to existing vaccines or that new or continuing lockdowns in China will impact our ability to source certain critical supplies in a timely and predictable manner; risks related to U.S. government actions with respect to Section 232 of the Trade Expansion Act of 1962 (as amended by the Trade Act of 1974), the United States-Mexico-Canada Agreement and/or other trade agreements, tariffs, treaties or policies, as well as the uncertainty of obtaining and maintaining effective antidumping and countervailing duty orders to counteract the harmful effects of unfairly traded imports; impacts of existing and increasing governmental regulation, including potential environmental regulations relating to climate change and carbon emissions, and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorizations of, or from, any governmental or regulatory authority and costs related to implementing improvements to ensure compliance with regulatory changes, including potential financial assurance requirements, and reclamation and remediation obligations; potential impacts to the environment or exposure to hazardous substances resulting from our operations; our ability to maintain adequate liquidity, our level of indebtedness and the availability of capital could limit our financial flexibility and cash flow necessary to fund working capital, planned capital expenditures, acquisitions, and other general corporate purposes or ongoing needs of our business; our ability to reduce our indebtedness or return capital to shareholders within the currently expected timeframes or at all; adverse changes in credit ratings, interest rates, foreign currency rates and tax laws, including adverse impacts as a result of the Inflation Reduction Act of 2022; the outcome of, and costs incurred in connection with, lawsuits, claims, arbitrations or governmental proceedings relating to commercial and business disputes, antitrust claims, environmental matters, government investigations, occupational or personal injury claims, property damage, labor and employment matters, or suits involving legacy operations and other matters; uncertain availability or cost, due to inflation or otherwise, of critical manufacturing equipment and spare parts; supply chain disruptions or changes in the cost, quality or availability of energy sources, including electricity, natural gas and diesel fuel, or critical raw materials and supplies, including iron ore, industrial gases, graphite electrodes, scrap metal, chrome, zinc, coke and metallurgical coal; problems or disruptions associated with transporting products to our customers, moving manufacturing inputs or products internally among our facilities, or suppliers transporting raw materials to us; the risk that the cost or time to implement a strategic or sustaining capital project may prove to be greater than originally anticipated; uncertainties associated with natural or human-caused disasters, adverse weather conditions, unanticipated geological conditions, critical equipment failures, infectious disease outbreaks, tailings dam failures and other unexpected events; cybersecurity incidents relating to, disruptions in, or failures of, information technology systems that are managed by us or third parties that host or have access to our data or systems, including the loss, theft or corruption of sensitive or essential business or personal information and the inability to access or control systems; liabilities and costs arising in connection with any business decisions to temporarily or indefinitely idle or permanently close an operating facility or mine, which could adversely impact the carrying value of associated assets and give rise to impairment charges or closure and reclamation obligations, as well as uncertainties associated with restarting any previously idled operating facility or mine; our level of self-insurance and our ability to obtain sufficient third-party insurance to adequately cover potential adverse events and business risks; uncertainties associated with our ability to meet customers’ and suppliers’ decarbonization goals and reduce our greenhouse gas emissions in alignment with our own announced targets; challenges to maintaining our social license to operate with our stakeholders, including the impacts of our operations on local communities, reputational impacts of operating in a carbon-intensive industry that produces greenhouse gas emissions, and our ability to foster a consistent operational and safety track record; our actual economic mineral reserves or reductions in current mineral reserve estimates, and any title defect or loss of any lease, license, easement or other possessory interest for any mining property; our ability to maintain satisfactory labor relations with unions and employees; unanticipated or higher costs associated with pension and other post-employment benefit obligations resulting from changes in the value of plan assets or contribution increases required for unfunded obligations; uncertain availability or cost of skilled workers to fill critical operational positions and potential labor shortages caused by experienced employee attrition or otherwise, as well as our ability to attract, hire, develop and retain key personnel; the amount and timing of any repurchases of our common shares; and potential significant deficiencies or material weaknesses in our internal control over financial reporting.
For additional factors affecting the business of Cliffs, refer to Part I – Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2022, and other filings with the U.S. Securities and Exchange Commission.
?
View source version on businesswire.com: https://www.businesswire.com/news/home/20230414005316/en/
MEDIA CONTACT:
Patricia Persico
Senior Director, Corporate Communications
(216) 694-5316
INVESTOR CONTACT:
James Kerr
Manager, Investor Relations
(216) 694-7719
First GOP Debate of the 2024 Presidential Primaries Will Be Streamed Exclusively on Rumble
Source: GlobeNewswire Inc.?
Rumble, the video-sharing platform (NASDAQ: RUM), announced today that it has entered a partnership with the Republican National Committee (RNC) to be the exclusive live stream provider for the first debate of the Republican presidential primaries. The debate will be held in Milwaukee, Wisconsin, in August 2023, and will be hosted and broadcast on cable television by Fox News and the Young America’s Foundation. As the RNC’s digital live stream partner, Rumble will feature the debate on the platform’s homepage and make it available for viewers across the country on the RNC’s Rumble channel.
“I am so excited to announce that Rumble will be the RNC’s official streaming partner for the first Republican primary debate,” said RNC Chairwoman Ronna McDaniel. “This is a big step for our party and country, as Republican leaders we must continue to hold Big Tech accountable for their biases and silencing of conservatives. People deserve a fair, unbiased platform and that’s exactly what this partnership will provide – an opportunity for voters to watch the next President of the United States on the Republican debate stage on Rumble.”
“Rumble’s mission to protect free speech is not just a slogan, it runs through the DNA of our company,” said Rumble Chairman and CEO Chris Pavlovski. “We are thrilled to partner with the RNC to bring the debate stage online and help promote open dialogue. Rumble saw record traffic and user engagement during the 2022 midterms, and we’re ready to be the premier platform for all candidates in the 2024 elections.”
You can subscribe to updates from the RNC and catch live coverage of the debate at https://rumble.com/c/GOP.
ABOUT RUMBLE
Rumble is a high-growth neutral video platform that is creating the rails and independent infrastructure designed to be immune to cancel culture. Rumble’s mission is to restore the internet to its roots by making it free and open once again. For more information, visit https://corp.rumble.com/.
Contact: press@rumble.com
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Rumble Signs Exclusive Livestreaming Agreement with JiDion
Source: GlobeNewswire Inc.?
Rumble, the video-sharing platform (NASDAQ: RUM), announced today that JiDion, the popular comedic video creator, will livestream exclusively on Rumble and create viral videos for on-demand streaming on the platform. Known for his prank videos and comedy podcasts, JiDion has quickly become an internet sensation with more than 6.8 million YouTube subscribers and 2.2 million Instagram followers.
“I want to take my content to the next level, and Rumble was the platform that will allow me to do that,” said JiDion.
“In recent months, I’ve been really focused on broadening our content portfolio. JiDion is one of the leaders in the online video community and a leader in the pranks space,” said Rumble Chairman and CEO Chris Pavlovski. “We are thrilled to have him on the platform and be one of the creators that will lead us in the live streaming space.”
You can subscribe to JiDion’s Rumble channel at https://rumble.com/JiDion.
ABOUT RUMBLE
Rumble is a high-growth neutral video platform that is creating the rails and independent infrastructure designed to be immune to cancel culture. Rumble’s mission is to restore the internet to its roots by making it free and open once again. For more information, visit: https://corp.rumble.com.
Contact: press@rumble.com
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Rumble Signs Exclusive Livestreaming Agreement with DJ Akademiks
Source: GlobeNewswire Inc.?
Rumble, the video-sharing platform (NASDAQ: RUM), announced today that the popular media personality DJ Akademiks will livestream exclusively on Rumble three to five days a week. Known for his authentic voice, DJ Akademiks is a powerful culture and entertainment influencer with 5.2 million Instagram followers and 2.76 million YouTube subscribers. The Jamaican-American podcaster will cover the latest news in hip-hop music along with a satirical take on top headlines.
“I look forward to being one of the first to bring music and cultural conversations to a platform like Rumble," said DJ Akademiks. “There have been many bad decisions at larger platforms where they haven't put creators first and they are disconnected to the community. I feel now is an inflection point for streaming platforms. I couldn't be more excited to lead this effort on a platform that puts creators first.”
“Akademiks is one of the most influential personalities in the hip hop and cultural world,” said Rumble Chairman and CEO Chris Pavlovski. “Having him on Rumble sends a big statement to the other platforms on how serious we are in getting into different channels of content, from sports to music to culture.”
Tune in at 6 p.m. ET on Tuesday, April 11th, for his first live stream on Rumble.
You can subscribe to the DJ Akademiks Rumble channel at https://rumble.com/Akademiks.
ABOUT RUMBLE
Rumble is a high-growth neutral video platform that is creating the rails and independent infrastructure designed to be immune to cancel culture. Rumble’s mission is to restore the internet to its roots by making it free and open once again. For more information, visit: https://corp.rumble.com.
Contact: press@rumble.com
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Cleveland-Cliffs Sees 1Q Revenue of $5.2 Billion, Plans Note Offering
Source: Dow Jones News
By Chris Wack
Cleveland-Cliffs Inc. said Tuesday it expects to see first-quarter revenue of $5.2 billion and steel shipments of 4.1 million net tons.
The company said its increase in profitability in the first three months of the year was driven by unit cost reductions.
Analysts polled by FactSet are expecting first-quarter revenue of $5.2 billion. The company had revenue of $5.04 billion in the fourth quarter.
Cleveland-Cliffs also said it intends to offer to sell $750 million of senior unsecured guaranteed notes due 2030. The notes will be guaranteed on a senior unsecured basis by the company's material direct and indirect wholly owned domestic subsidiaries.
The company intends to use the proceeds from the notes to repay a portion of the borrowings under its existing asset-based revolving credit facility.
Write to Chris Wack at chris.wack@wsj.com
(END) Dow Jones Newswires
April 11, 2023 08:23 ET (12:23 GMT)
Copyright (c) 2023 Dow Jones & Company, Inc.
Cleveland-Cliffs Announces Proposed Offering of $750 Million of Senior Unsecured Guaranteed Notes
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) announced today that it intends to offer to sell, subject to market and other conditions, $750 million aggregate principal amount of senior unsecured guaranteed notes due 2030 (the “Notes”) in an offering that is exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). The Notes will be guaranteed on a senior unsecured basis by the Company’s material direct and indirect wholly-owned domestic subsidiaries, other than certain excluded subsidiaries.
The Company intends to use the net proceeds from the Notes to repay a portion of the borrowings under the Company’s existing asset-based revolving credit facility.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities. The Notes and related guarantees are being offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
About Cleveland-Cliffs Inc.
Cleveland-Cliffs is the largest flat-rolled steel producer in North America. Founded in 1847 as a mine operator, Cliffs also is the largest manufacturer of iron ore pellets in North America. The Company is vertically integrated from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling, and tubing. Cleveland-Cliffs is the largest supplier of steel to the automotive industry in North America and serves a diverse range of other markets due to its comprehensive offering of flat-rolled steel products. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 27,000 people across its operations in the United States and Canada.
Forward-Looking Statements
This release contains statements that constitute “forward-looking statements” within the meaning of the federal securities laws. All statements other than historical facts, including, without limitation, statements regarding our current expectations, estimates and projections about our industry or our businesses, are forward-looking statements. We caution investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following: continued volatility of steel, iron ore and scrap metal market prices, which directly and indirectly impact the prices of the products that we sell to our customers; uncertainties associated with the highly competitive and cyclical steel industry and our reliance on the demand for steel from the automotive industry, which has been experiencing supply chain disruptions, such as the semiconductor shortage, and higher consumer interest rates, which could result in lower steel volumes being demanded; potential weaknesses and uncertainties in global economic conditions, excess global steelmaking capacity, oversupply of iron ore, prevalence of steel imports and reduced market demand, including as a result of inflationary pressures, the COVID-19 pandemic, conflicts or otherwise; severe financial hardship, bankruptcy, temporary or permanent shutdowns or operational challenges of one or more of our major customers, including customers in the automotive market, key suppliers or contractors, which, among other adverse effects, could disrupt our operations or lead to reduced demand for our products, increased difficulty collecting receivables, and customers and/or suppliers asserting force majeure or other reasons for not performing their contractual obligations to us; disruptions to our operations relating to an infectious disease outbreak or the COVID-19 pandemic, including workforce challenges and the risk that novel variants will prove resistant to existing vaccines or that new or continuing lockdowns in China will impact our ability to source certain critical supplies in a timely and predictable manner; risks related to U.S. government actions with respect to Section 232 of the Trade Expansion Act of 1962 (as amended by the Trade Act of 1974), the United States-Mexico-Canada Agreement and/or other trade agreements, tariffs, treaties or policies, as well as the uncertainty of obtaining and maintaining effective antidumping and countervailing duty orders to counteract the harmful effects of unfairly traded imports; impacts of existing and increasing governmental regulation, including potential environmental regulations relating to climate change and carbon emissions, and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorizations of, or from, any governmental or regulatory authority and costs related to implementing improvements to ensure compliance with regulatory changes, including potential financial assurance requirements, and reclamation and remediation obligations; potential impacts to the environment or exposure to hazardous substances resulting from our operations; our ability to maintain adequate liquidity, our level of indebtedness and the availability of capital could limit our financial flexibility and cash flow necessary to fund working capital, planned capital expenditures, acquisitions, and other general corporate purposes or ongoing needs of our business; our ability to reduce our indebtedness or return capital to shareholders within the currently expected timeframes or at all; adverse changes in credit ratings, interest rates, foreign currency rates and tax laws, including adverse impacts as a result of the Inflation Reduction Act of 2022; the outcome of, and costs incurred in connection with, lawsuits, claims, arbitrations or governmental proceedings relating to commercial and business disputes, antitrust claims, environmental matters, government investigations, occupational or personal injury claims, property damage, labor and employment matters, or suits involving legacy operations and other matters; uncertain availability or cost, due to inflation or otherwise, of critical manufacturing equipment and spare parts; supply chain disruptions or changes in the cost, quality or availability of energy sources, including electricity, natural gas and diesel fuel, or critical raw materials and supplies, including iron ore, industrial gases, graphite electrodes, scrap metal, chrome, zinc, coke and metallurgical coal; problems or disruptions associated with transporting products to our customers, moving manufacturing inputs or products internally among our facilities, or suppliers transporting raw materials to us; the risk that the cost or time to implement a strategic or sustaining capital project may prove to be greater than originally anticipated; uncertainties associated with natural or human-caused disasters, adverse weather conditions, unanticipated geological conditions, critical equipment failures, infectious disease outbreaks, tailings dam failures and other unexpected events; cybersecurity incidents relating to, disruptions in, or failures of, information technology systems that are managed by us or third parties that host or have access to our data or systems, including the loss, theft or corruption of sensitive or essential business or personal information and the inability to access or control systems; liabilities and costs arising in connection with any business decisions to temporarily or indefinitely idle or permanently close an operating facility or mine, which could adversely impact the carrying value of associated assets and give rise to impairment charges or closure and reclamation obligations, as well as uncertainties associated with restarting any previously idled operating facility or mine; our level of self-insurance and our ability to obtain sufficient third-party insurance to adequately cover potential adverse events and business risks; uncertainties associated with our ability to meet customers’ and suppliers’ decarbonization goals and reduce our greenhouse gas emissions in alignment with our own announced targets; challenges to maintaining our social license to operate with our stakeholders, including the impacts of our operations on local communities, reputational impacts of operating in a carbon-intensive industry that produces greenhouse gas emissions, and our ability to foster a consistent operational and safety track record; our actual economic mineral reserves or reductions in current mineral reserve estimates, and any title defect or loss of any lease, license, easement or other possessory interest for any mining property; our ability to maintain satisfactory labor relations with unions and employees; unanticipated or higher costs associated with pension and other post-employment benefit obligations resulting from changes in the value of plan assets or contribution increases required for unfunded obligations; uncertain availability or cost of skilled workers to fill critical operational positions and potential labor shortages caused by experienced employee attrition or otherwise, as well as our ability to attract, hire, develop and retain key personnel; the amount and timing of any repurchases of our common shares; and potential significant deficiencies or material weaknesses in our internal control over financial reporting.
For additional factors affecting the business of Cliffs, refer to Part I – Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2022, and other filings with the U.S. Securities and Exchange Commission.
?
View source version on businesswire.com: https://www.businesswire.com/news/home/20230410005463/en/
MEDIA CONTACT:
Patricia Persico
Senior Director, Corporate Communications
(216) 694-5316
INVESTOR CONTACT:
James Kerr
Manager, Investor Relations
(216) 694-7719
Cleveland-Cliffs Provides Preliminary First-Quarter 2023 Results
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) today provided its preliminary first-quarter financial results for the period ended March 31, 2023.
Selected financial results expectations for the first quarter of 2023 include:
Steel shipments of 4.1 million net tons
Revenues of approximately $5.2 billion
Adjusted EBITDA1 of approximately $200 million
Lourenco Goncalves, Cliffs’ Chairman, President, and CEO said: “Confirming our previous guidance, Q1 EBITDA was significantly higher than Q4 EBITDA. The increase in profitability in Q1 was almost entirely driven by the unit cost reductions explained in detail on our last earnings call. As we start the second quarter and continue to execute on further cost reductions as planned, we are also enjoying the full benefits of the meaningful price increases Cleveland-Cliffs has implemented for this year, which cover contracts with automotive and non-auto clients, as well as transactional sales. With that, we expect Q2 EBITDA will be multiple times higher than Q1 EBITDA.”
As previously disclosed, Cliffs will announce its full first-quarter 2023 earnings results after the U.S. market close on Monday, April 24, 2023 and host its conference call on Tuesday, April 25, 2023, at 10:00 am ET. The call can be accessed at www.clevelandcliffs.com and will also be archived and available for replay at that address.
1Adjusted EBITDA is a non-GAAP financial measure that management uses in evaluating operating performance. The presentation of this measure is not intended to be considered in isolation from, as a substitute for, or as superior to, the financial information prepared and presented in accordance with U.S. GAAP. The presentation of this measure may be different from non-GAAP financial measures used by other companies. We are unable to reconcile, without unreasonable effort, our expected adjusted EBITDA to its most directly comparable GAAP financial measure, net income, due to the uncertainty and inherent difficulty of predicting the occurrence and the financial impact of items impacting comparability.
Note: Deloitte & Touche LLP has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the preliminary financial data. Accordingly, Deloitte & Touche LLP does not express an opinion or any other form of assurance with respect thereto.
About Cleveland-Cliffs Inc.
Cleveland-Cliffs is the largest flat-rolled steel producer in North America. Founded in 1847 as a mine operator, Cliffs also is the largest manufacturer of iron ore pellets in North America. The Company is vertically integrated from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling, and tubing. Cleveland-Cliffs is the largest supplier of steel to the automotive industry in North America and serves a diverse range of other markets due to its comprehensive offering of flat-rolled steel products. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 27,000 people across its operations in the United States and Canada.
Forward-Looking Statements
This release contains statements that constitute “forward-looking statements” within the meaning of the federal securities laws. All statements other than historical facts, including, without limitation, statements regarding our current expectations, estimates and projections about our industry or our businesses, are forward-looking statements. We caution investors that any forward-looking statements are subject to risks and uncertainties that may cause actual results and future trends to differ materially from those matters expressed in or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following: continued volatility of steel, iron ore and scrap metal market prices, which directly and indirectly impact the prices of the products that we sell to our customers; uncertainties associated with the highly competitive and cyclical steel industry and our reliance on the demand for steel from the automotive industry, which has been experiencing supply chain disruptions, such as the semiconductor shortage, and higher consumer interest rates, which could result in lower steel volumes being demanded; potential weaknesses and uncertainties in global economic conditions, excess global steelmaking capacity, oversupply of iron ore, prevalence of steel imports and reduced market demand, including as a result of inflationary pressures, the COVID-19 pandemic, conflicts or otherwise; severe financial hardship, bankruptcy, temporary or permanent shutdowns or operational challenges of one or more of our major customers, including customers in the automotive market, key suppliers or contractors, which, among other adverse effects, could disrupt our operations or lead to reduced demand for our products, increased difficulty collecting receivables, and customers and/or suppliers asserting force majeure or other reasons for not performing their contractual obligations to us; disruptions to our operations relating to an infectious disease outbreak or the COVID-19 pandemic, including workforce challenges and the risk that novel variants will prove resistant to existing vaccines or that new or continuing lockdowns in China will impact our ability to source certain critical supplies in a timely and predictable manner; risks related to U.S. government actions with respect to Section 232 of the Trade Expansion Act of 1962 (as amended by the Trade Act of 1974), the United States-Mexico-Canada Agreement and/or other trade agreements, tariffs, treaties or policies, as well as the uncertainty of obtaining and maintaining effective antidumping and countervailing duty orders to counteract the harmful effects of unfairly traded imports; impacts of existing and increasing governmental regulation, including potential environmental regulations relating to climate change and carbon emissions, and related costs and liabilities, including failure to receive or maintain required operating and environmental permits, approvals, modifications or other authorizations of, or from, any governmental or regulatory authority and costs related to implementing improvements to ensure compliance with regulatory changes, including potential financial assurance requirements, and reclamation and remediation obligations; potential impacts to the environment or exposure to hazardous substances resulting from our operations; our ability to maintain adequate liquidity, our level of indebtedness and the availability of capital could limit our financial flexibility and cash flow necessary to fund working capital, planned capital expenditures, acquisitions, and other general corporate purposes or ongoing needs of our business; our ability to reduce our indebtedness or return capital to shareholders within the currently expected timeframes or at all; adverse changes in credit ratings, interest rates, foreign currency rates and tax laws, including adverse impacts as a result of the Inflation Reduction Act of 2022; the outcome of, and costs incurred in connection with, lawsuits, claims, arbitrations or governmental proceedings relating to commercial and business disputes, antitrust claims, environmental matters, government investigations, occupational or personal injury claims, property damage, labor and employment matters, or suits involving legacy operations and other matters; uncertain availability or cost, due to inflation or otherwise, of critical manufacturing equipment and spare parts; supply chain disruptions or changes in the cost, quality or availability of energy sources, including electricity, natural gas and diesel fuel, or critical raw materials and supplies, including iron ore, industrial gases, graphite electrodes, scrap metal, chrome, zinc, coke and metallurgical coal; problems or disruptions associated with transporting products to our customers, moving manufacturing inputs or products internally among our facilities, or suppliers transporting raw materials to us; the risk that the cost or time to implement a strategic or sustaining capital project may prove to be greater than originally anticipated; uncertainties associated with natural or human-caused disasters, adverse weather conditions, unanticipated geological conditions, critical equipment failures, infectious disease outbreaks, tailings dam failures and other unexpected events; cybersecurity incidents relating to, disruptions in, or failures of, information technology systems that are managed by us or third parties that host or have access to our data or systems, including the loss, theft or corruption of sensitive or essential business or personal information and the inability to access or control systems; liabilities and costs arising in connection with any business decisions to temporarily or indefinitely idle or permanently close an operating facility or mine, which could adversely impact the carrying value of associated assets and give rise to impairment charges or closure and reclamation obligations, as well as uncertainties associated with restarting any previously idled operating facility or mine; our level of self-insurance and our ability to obtain sufficient third-party insurance to adequately cover potential adverse events and business risks; uncertainties associated with our ability to meet customers’ and suppliers’ decarbonization goals and reduce our greenhouse gas emissions in alignment with our own announced targets; challenges to maintaining our social license to operate with our stakeholders, including the impacts of our operations on local communities, reputational impacts of operating in a carbon-intensive industry that produces greenhouse gas emissions, and our ability to foster a consistent operational and safety track record; our actual economic mineral reserves or reductions in current mineral reserve estimates, and any title defect or loss of any lease, license, easement or other possessory interest for any mining property; our ability to maintain satisfactory labor relations with unions and employees; unanticipated or higher costs associated with pension and other post-employment benefit obligations resulting from changes in the value of plan assets or contribution increases required for unfunded obligations; uncertain availability or cost of skilled workers to fill critical operational positions and potential labor shortages caused by experienced employee attrition or otherwise, as well as our ability to attract, hire, develop and retain key personnel; the amount and timing of any repurchases of our common shares; and potential significant deficiencies or material weaknesses in our internal control over financial reporting.
For additional factors affecting the business of Cliffs, refer to Part I – Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2022, and other filings with the U.S. Securities and Exchange Commission.
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MEDIA CONTACT:
Patricia Persico
Senior Director, Corporate Communications
(216) 694-5316
INVESTOR CONTACT:
James Kerr
Manager, Investor Relations
(216) 694-7719
Cleveland-Cliffs to Announce First-Quarter 2023 Earnings Results on April 24 and Host Conference Call on April 25
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) will announce its first-quarter 2023 earnings results after the U.S. market close on Monday, April 24, 2023.
The Company invites interested parties to listen to a live broadcast of a conference call with securities analysts and institutional investors to discuss the results on Tuesday, April 25, 2023, at 10:00 am ET. The call can be accessed at www.clevelandcliffs.com and will also be archived and available for replay at that address.
About Cleveland-Cliffs Inc.
Cleveland-Cliffs is the largest flat-rolled steel producer in North America. Founded in 1847 as a mine operator, Cliffs also is the largest manufacturer of iron ore pellets in North America. The Company is vertically integrated from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling, and tubing. Cleveland-Cliffs is the largest supplier of steel to the automotive industry in North America and serves a diverse range of other markets due to its comprehensive offering of flat-rolled steel products. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 27,000 people across its operations in the United States and Canada.
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(216) 694-5316
INVESTOR CONTACT:
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(216) 694-7719
Cleveland-Cliffs Raises Price for Hot Rolled Steel to $1,300 per net ton
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) today announced that it is increasing current spot market base prices for all carbon hot rolled, cold rolled and coated steel products by a minimum of $100 per net ton, effective immediately with all new orders. Cliffs’ minimum base price for hot rolled steel is now $1,300 per net ton.
About Cleveland-Cliffs Inc.
Cleveland-Cliffs is the largest flat-rolled steel producer in North America. Founded in 1847 as a mine operator, Cliffs also is the largest manufacturer of iron ore pellets in North America. The Company is vertically integrated from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling, and tubing. Cleveland-Cliffs is the largest supplier of steel to the automotive industry in North America and serves a diverse range of other markets due to its comprehensive offering of flat-rolled steel products. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 27,000 people across its operations in the United States and Canada.
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MEDIA CONTACT:
Patricia Persico
Senior Director, Corporate Communications
(216) 694-5316
INVESTOR CONTACT:
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Manager, Investor Relations
(216) 694-7719
Cleveland-Cliffs Inc. Issues Its Sustainability Report for 2022
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) announced today the release of its Sustainability Report 2022. The Company is pleased to share its continued progress on environmental, social and governance (ESG) performance for 2022, including the progress made toward its 2030 greenhouse gas (GHG) emissions reduction goal.
The Sustainability Report 2022 was developed with reference to the Global Reporting Initiative Standards and the Sustainability Accounting Standards Board Standards, and highlights how the Company’s business activities contribute to the advancement of the United Nations’ Sustainable Development Goals. Besides a comprehensive Performance Data Table to consolidate all sustainability metrics, the Sustainability Report also includes a Limited Assurance Report issued by Deloitte & Touche LLP over our Statement of GHG Emissions which discloses consolidated Scope 1 and 2 GHG emissions data for 2022.
Lourenco Goncalves, Cleveland-Cliffs’ Chairman, President and Chief Executive Officer said, “Throughout our long history, the key to our sustainable growth at Cleveland-Cliffs has been our ability to adapt and reinvent ourselves several times – from iron ore mining, almost two centuries ago; to pelletizing after World War II; to direct reduction five years ago; to the production of significant tonnages of highly specified stainless, automotive grade, and electrical steels, as of today. The Sustainability Report 2022 describes the progress made last year toward the achievement of our ESG goals and many of our sustainability initiatives, including our commitment to reducing GHG emissions 25 percent by 2030 from 2017 levels. We also provide updates on our many partnerships and collaborations with our neighboring communities, stakeholders and like-minded organizations. These actions underscore our deep commitment to building a stronger and more resilient Cleveland-Cliffs for the present, and for the future generations.”
Cleveland-Cliffs is proud to uphold its commitment to sustainability and is pleased to share the following highlights from the 2022 report:
Cleveland-Cliffs’ Scope 1 and 2 GHG emissions in 2022 were below our reduction goal of 25% lower—well in advance of the 2030 target year for such reduction. This was achieved through strategic actions such as optimizing its asset footprint and raw material mix—particularly the use of hot briquetted iron (HBI) in its blast furnaces—along with production levels of crude steel. Additionally, the Company’s overall emissions intensity per ton of crude steel decreased;
Negotiated and implemented new 4-year labor contracts with the United Steelworkers union, covering approximately 14,000 employees;
Entered into partnership with the U.S. Department of Energy and other relevant organizations in the pursuit of industrial decarbonization through technologies such as carbon capture and hydrogen use;
Improved scoring and transparency on sustainability ratings platforms such as EcoVadis and CDP;
Enhanced water and waste optimization systems for increased recycling and reuse;
Continued engagement with local communities, including through open houses and family days, that enabled interaction with thousands of neighbors in the communities where it operates; and
Donated $7.4 million to local communities through The Cleveland-Cliffs Foundation, strategic partnerships, site-specific programs and events and employee matching gifts.
Cleveland-Cliffs’ Sustainability Report 2022 is accessible online in the “Sustainability” section of the Company’s corporate website, www.clevelandcliffs.com, where a printable PDF version of the report is also available.
About Cleveland-Cliffs Inc.
Cleveland-Cliffs is the largest flat-rolled steel producer in North America. Founded in 1847 as a mine operator, Cliffs also is the largest manufacturer of iron ore pellets in North America. The Company is vertically integrated from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling, and tubing. Cleveland-Cliffs is the largest supplier of steel to the automotive industry in North America and serves a diverse range of other markets due to its comprehensive offering of flat-rolled steel products. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 27,000 people across its operations in the United States and Canada.
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He's the one running this shell.
simplywall.st
Consensus EPS estimates increase by 32%
The consensus outlook for earnings per share (EPS) in fiscal year 2023 has improved.
2023 revenue forecast increased from US$20.9b to US$21.5b.
EPS estimate increased from US$1.32 to US$1.74 per share.
Net income forecast to shrink 40% next year vs 31% decline forecast for Metals and Mining industry in the US.
Consensus price target up from US$22.12 to US$23.47.
Share price fell 2.7% to US$17.88 over the past week.
Cleveland-Cliffs Awarded by General Motors GM’s 2022 Supplier of the Year for Sixth Straight Year
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) was named a 2022 GM Supplier of the Year by General Motors at its 31th annual Supplier of the Year awards ceremony in San Antonio, Texas. This is the sixth consecutive year Cleveland-Cliffs has received the award.
GM’s Supplier of the Year award recognizes distinguished global suppliers that exceed GM’s requirements, in turn providing GM customers with innovative technologies and among the highest quality in the automotive industry.
Lourenco Goncalves, Cleveland-Cliffs’ Chairman, President and Chief Executive Officer said, “Cleveland-Cliffs’ dedication to serving the automotive industry is at our deepest core, and we remain committed to our position as the leading automotive steel supplier in North America. Our acceptance of this award for the sixth straight year is great recognition for everything we do company-wide to have this leadership position – from product quality, to customer service, to innovation. We are grateful for our partnership with General Motors, and look forward to continuing our track record of consistent performance delivering the best quality products exactly when needed, without ever having supply chain disruptions.”
Each year, the Supplier of the Year recipients are selected by a global, cross-functional GM team for their performance in business and cultural criteria, including quality, launch, supply chain, total enterprise cost, innovation and engineering, communication and transparency, and safety.
About Cleveland-Cliffs Inc.
Cleveland-Cliffs is the largest flat-rolled steel producer in North America. Founded in 1847 as a mine operator, Cliffs also is the largest manufacturer of iron ore pellets in North America. The Company is vertically integrated from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling, and tubing. Cleveland-Cliffs is the largest supplier of steel to the automotive industry in North America and serves a diverse range of other markets due to its comprehensive offering of flat-rolled steel products. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 27,000 people across its operations in the United States and Canada.
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Patricia Persico
Senior Director, Corporate Communications
(216) 694-5316
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Manager, Investor Relations
(216) 694-7719
Current Report Filing (8-k)
Source: Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 22, 2023
Date of Report (Date of earliest event reported)
MARKER THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware001-3793945-4497941(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
4551 Kennedy Commerce Dr.
Houston, Texas
77027(Address of principal executive offices) (Zip Code)
(713) 400-6400
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading
Symbol(s) Name of each exchange on which registeredCommon Stock, par value $0.001 per share MRKR The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02Results of Operations and Financial Condition.
On March 22, 2023, Marker Therapeutics, Inc. (the “Company”) reported financial results for the fiscal year ended December 31, 2022 and other recent corporate updates. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated by reference.
The information in this Item 2.02 of this Current Report on 8-K (including Exhibit 99.1) is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, whether made before or after today’s date, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific references in such filing.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description99.1 Press release, dated March 22, 2023104 Inline XBRL for the cover page of this Current Report on Form 8-K
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Marker Therapeutics, Inc. Dated: March 22, 2023By:/s/ Peter Hoang Peter Hoang President and Chief Executive Officer
Prospectus Filed Pursuant to Rule 424(b)(5) (424b5)
Source: Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-258687
PROSPECTUS SUPPLEMENT
(To Prospectus and Prospectus Supplement,
each dated August 19, 2021)
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$9,868,603
Common Stock
This prospectus supplement amends and supplements the information in our prospectus, dated August 19, 2021 (File No. 333-258687), or the Base Prospectus, and the shelf registration statement on Form S-3 of which the Prospectus is a part, or the Registration Statement, and our Prospectus Supplements dated August 19, 2021 and March 18, 2022, which, together with the Base Prospectus, we refer to as the Prospectus, filed under the Registration Statement for the offer and sale of shares of our common stock having an aggregate offering price of up to $75,000,000 under the Sales Agreement (as defined below). This prospectus supplement should be read in conjunction with the Prospectus, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the Prospectus and any future amendments or supplements thereto.
In accordance with the terms of the Controlled Equity OfferingSM sales agreement (the “Sales Agreement”), dated August 10, 2021, we entered into with Cantor Fitzgerald & Co., or Cantor, and RBC Capital Markets, LLC, or RBC, we may offer and sell shares of our common stock from time to time through Cantor and RBC, acting as sales agents, or the Sales Agents.
We are now subject to General Instruction I.B.6 of Form S-3, which limits the amounts that we may sell under the registration statement of which this prospectus supplement and the Prospectus form a part. The aggregate market value of our common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 is $29,605,810, which was calculated based on 7,401,453 shares of our outstanding common stock held by non-affiliates on March 20, 2023, at a price of $4.00 per share, the closing price of our common stock on January 25, 2023. During the 12 calendar months prior to, and including, the date of this prospectus supplement, we sold securities with an aggregate market value of $789,728 pursuant to General Instruction I.B.6 of Form S-3. As a result of the limitations of General Instruction I.B.6, and in accordance with the terms of the sales agreement, we are registering the offer and sale of shares of our common stock having an aggregate offering price of up to $9,868,603 from time to time through the Sales Agents.
Our common stock is listed on the Nasdaq Global Market under the symbol “MRKR.” On March 21, 2022, the last reported sales price of our common stock was $1.76 per share.
Investing in our common stock involves risks. Before buying any shares, you should read the discussion of material risks of investing in our common stock in “Risk Factors” beginning on page 2 of the Prospectus, and in the risks discussed under similar headings in the documents incorporated by reference in this prospectus supplement and the Prospectus, as they may be amended, updated or modified periodically in our reports filed 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 supplement and the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Cantor??RBC Capital Markets
The date of this prospectus supplement is March 22, 2023.
Marker Therapeutics Reports Fiscal Year 2022 Corporate and Financial Results
Source: GlobeNewswire Inc.?
Marker Therapeutics, Inc. (Nasdaq: MRKR), a clinical-stage immuno-oncology company focusing on developing next-generation T cell-based immunotherapies for the treatment of hematological malignancies and solid tumor indications, today reported fiscal year 2022 financial results and provided updates for its clinical development programs.
“2022 was a critical year for Marker Therapeutics as we advanced the company on several fronts, including key enhancements to our multiTAA clinical development pipeline and strategic initiatives, including with Wilson Wolf, to leverage our differentiated manufacturing capabilities to generate alternative sources of funding for our clinical programs,” said Peter L. Hoang, President and Chief Executive Officer at Marker Therapeutics. “We believe these initiatives will unlock multiple value building opportunities for Marker throughout 2023. We continue to advance our MT-401 Phase 2 ARTEMIS clinical trial and are encouraged by recent data involving measurable residual disease (MRD) positive patients, which suggest MT-401 produced with our new T cell manufacturing process could be well suited for this underserved subset of patients with AML. We anticipate reporting a more expansive data readout from the MRD positive group in the second half of 2023."
Mr. Hoang continued: “We also made considerable progress with our MT-601 program, securing FDA clearance for INDs in non-Hodgkin lymphoma and pancreatic cancer. We have initiated enrollment for the lymphoma Phase 1 clinical study of MT-601 and expect to report topline data in early 2024 and expect to initiate enrollment for the pancreatic study by the fourth quarter of 2023. We continue to be energized by the manufacturing services agreement with Wilson Wolf and believe we are on track to earn the additional $1 million bonus provided for in the agreement. Additionally, we see the potential to build on the success of this project with additional revenue-generating opportunities whereby we leverage our unique expertise in technical operations to provide the company with non-dilutive capital to fund our clinical programs.”
MT-401 PHASE 2 ARTEMIS (AML)
New manufacturing process for MT-401:
In 2022, Marker implemented an improved manufacturing process that reduced production time to 9 days (compared to the original process of >30 days).
This new process enabled a >90% reduction in the number of operator interventions during production and an improved final T cell product candidate compared to the original product candidate that was used in the ongoing ARTEMIS trial.
These process improvements have yielded an MT-401 product candidate that has five times the measurable specificity and four times the potency in terms of tumor killing as compared to the prior manufacturing process. Marker has now treated 12 patients with MT-401 manufactured using the Company’s improved process, with 16 patients treated with MT-401 manufactured using the original process, for a total of 28 patients.
Adjuvant Patients:
To date, a total of 11 patients in the adjuvant arm of the ARTEMIS study have been randomized to treatment with MT-401 using a new manufacturing process or to standard-of-care.
All patients are too early for evaluation, but the Data Monitoring Committee has reviewed the existing safety data and has not identified any concerns.
Marker continues to see promising data with MRD+ patients:
A total of four patients with measurable residual disease (MRD+) have been treated and are currently evaluable.
Two MRD+ patients were treated with MT-401 manufactured using the original manufacturing process and showed elimination of detectable disease.
In this update, Marker can report on the status of two additional MRD+ patients that were treated with MT-401 manufactured with the improved process:
The first MRD+ patient was treated at 100 x 106 cells per infusion and was able to remain in stable disease for six months, allowing the patient to bridge to a second allogeneic transplant.
The second MRD+ patient was dosed at 200 x 106 cells per infusion and the PCR value, which proved to be a valuable tool for detecting MRD, has decreased by 70% only four weeks after the last infusion. This patient’s disease status will continue to be closely monitored and evaluated.
Marker also treated one additional MRD+ patient with product manufactured using the improved process. This patient is too early for evaluation. Additional MRD+ patients have been enrolled and are awaiting treatment.
Marker anticipates reporting a data readout of the MRD+ patient subset in the second half of 2023.
Measurable residual disease is an important biomarker in hematological malignancies, such as AML, that is used for prognostic, predictive and monitoring assessments. This term refers to a small number of malignant cancer cells remaining in a patient's body after completion of therapy, despite the absence of clinical and radiological evidence of disease. MRD detection relies on highly sensitive laboratory techniques, such as next-generation sequencing, polymerase chain reaction (PCR), or flow cytometry. The assessment is crucial in AML management as it can provide prognostic information and guide therapeutic decisions, such as the need for additional treatment or close surveillance. Importantly, MRD is a transitional phase prior to development of frank relapse and considered a negative prognostic factor. Thus, the achievement of MRD negativity, defined as the absence of detectable malignant cells, is a favorable prognostic factor and an important treatment goal in AML.
The standard first-line treatment for the last decade had been combination chemotherapy using cytarabine and an anthracycline. However, approximately half of the patients eventually relapse. Eligible patients subsequently proceed to hematopoietic stem cell transplantation (HSCT), but disease relapse after transplant is frequent and remains a major cause of death. To date, there is no approved therapy for post-transplant MRD+ patients, highlighting the need for novel therapies. Therefore, the positive clinical responses observed in MRD+ patients treated with MT-401 may provide a more effective approach to treatment.
“Our ARTEMIS trial showed promising clinical responses in post-transplant MRD positive patients highlighting the potential benefit of our multiTAA-specific T cell therapy in patients where no treatments have been approved,” said Dr. Juan F. Vera, Chief Scientific Officer and Chief Operating Officer of Marker Therapeutics. “We will continue to track the patients’ disease status and look forward to investigating MT-401 in a larger patient population.”
Dr. Vera continued: “Our improved T cell manufacturing process used for multiTAA-specific T cells enables a 9-day ex vivo T cell production, providing a fast turnaround for patient treatment to reach MRD positive patients before relapse.”
Frank Relapse Patients:
To date, a total of 15 frank relapse patients have been treated.
In addition to the 11 patients previously reported, who were treated with MT-401 manufactured using the original manufacturing process, four additional patients with frank relapse have been treated with MT-401 manufactured using the improved manufacturing process:
Of the four patients treated with the improved manufacturing process, one of these patients received a dose of 100 x 106 cells per infusion, while the other three patients were dosed at 200 x 106 cells per infusion.
None of the frank relapse patients showed an objective response to therapy.
Marker has suspended further enrollment of frank relapse patients while re-evaluating additional modifications for this patient cohort, including potentially higher cell doses.
MT-601 (Lymphoma)
IND cleared by FDA for the multicenter Phase 1 trial of MT-601 for the treatment of patients with non-Hodgkin lymphoma
Phase 1 clinical trial initiated in Q1 2023 with a clinical readout expected in the first quarter of 2024
MT-601 (Pancreatic):
IND cleared by FDA for the multicenter Phase 1 trial of MT-601 for the treatment of patients with metastatic pancreatic cancer in combination with front-line chemotherapy
Phase 1 clinical trial expected to initiate by Q4 2023.
FISCAL YEAR 2022 FINANCIAL RESULTS
Cash Position and Guidance: At December 31, 2022, Marker had cash and cash equivalents of $11.8 million. The Company believes that its existing cash, cash equivalents and restricted cash will fund its operating expenses and capital expenditure requirements into the third quarter of 2023.
R&D Expenses: Research and development expenses were $26.1 million for the year ended December 31, 2022, compared to $27.8 million for the year ended December 31, 2021.
G&A Expenses: General and administrative expenses were $12.8 million for the year ended December 31, 2022, compared to $12.9 million for the year ended December 31, 2021.
Net Loss: Marker reported a net loss of $29.9 million for the year ended December 31, 2022, compared to a net loss of $41.9 million for the year ended December 31, 2021.
About Marker's Phase 2 ARTEMIS Trial
The multicenter Phase 2 AML study is evaluating the clinical efficacy of MT-401 in patients with AML following an allogeneic stem-cell transplant in both the adjuvant and active disease setting. In the adjuvant setting, approximately 150 patients will be randomized 1:1 to either MT-401 at 90 days post-transplant versus standard-of-care observation, while approximately 40 patients with active disease will receive MT-401 as part of the single-arm group.
The primary objectives of the trial are to evaluate relapse-free survival in the adjuvant group and determine the complete remission rate and duration of complete remission in active disease patients. Additional objectives include, for the adjuvant group, overall survival and graft-versus-host disease relapse-free survival while additional objectives for the active disease group include overall response rate, duration of response, progression-free survival, and overall survival.
About Marker Therapeutics, Inc.
Marker Therapeutics, Inc. is a clinical-stage immuno-oncology company specializing in the development of next-generation T cell-based immunotherapies for the treatment of hematological malignancies and solid tumor indications. Marker’s cell therapy technology is based on the selective expansion of non-engineered, tumor-specific T cells that recognize tumor associated antigens (i.e. tumor targets) and kill tumor cells expressing those targets. This population of T cells is designed to attack multiple tumor targets following infusion into patients and to activate the patient’s immune system to produce broad spectrum anti-tumor activity. Because Marker does not genetically engineer its T cell therapies, we believe that our product candidates will be easier and less expensive to manufacture, with reduced toxicities, compared to current engineered CAR-T and TCR-based approaches, and may provide patients with meaningful clinical benefit. As a result, Marker believes its portfolio of T cell therapies has a compelling product profile, as compared to current gene-modified CAR-T and TCR-based therapies.
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Forward-Looking Statements
This release contains forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements in this news release concerning the Company’s expectations, plans, business outlook or future performance, and any other statements concerning assumptions made or expectations as to any future events, conditions, performance or other matters, are “forward-looking statements.” Forward-looking statements include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things: our research, development and regulatory activities and expectations relating to our non-engineered multi-tumor antigen specific T cell therapies; the effectiveness of these programs or the possible range of application and potential curative effects and safety in the treatment of diseases; the timing, conduct and success of our clinical trials, including the Phase 2 trial of MT-401 and our planned trials of MT-401-OTS and MT-601; our ability to use our manufacturing facilities to support clinical and commercial demand; the success of our new manufacturing process and our collaboration with Wilson Wolf Manufacturing Corporation; and our future operating expenses and capital expenditure requirements. Forward-looking statements are by their nature subject to risks, uncertainties and other factors which could cause actual results to differ materially from those stated in such statements. Such risks, uncertainties and factors include, but are not limited to the risks set forth in the Company’s most recent Form 10-K, 10-Q and other SEC filings which are available through EDGAR at WWW.SEC.GOV. Such risks and uncertainties may be amplified by the COVID-19 pandemic and its impact on our business and the global economy. The Company assumes no obligation to update our forward-looking statements whether as a result of new information, future events or otherwise, after the date of this press release.
Marker Therapeutics, Inc. Consolidated Balance Sheets (Audited) December 31, December 31, 2022 2021 ASSETS Current assets: Cash and cash equivalents$11,782,172 $42,351,145 Restricted cash - 1,146,186 Prepaid expenses and deposits 2,435,079 2,484,634 Other receivables 2,402,004 237 Total current assets 16,619,255 45,982,202 Non-current assets: Property, plant and equipment, net 12,323,143 10,096,861 Construction in progress - 2,225,610 Right-of-use assets, net 5,479,786 9,830,461 Total non-current assets 17,802,929 22,152,932 Total assets$34,422,184 $68,135,134 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities$4,704,611 $11,134,913 Related party deferred revenue 2,500,000 - Deferred revenue - 1,146,186 Lease liability 577,198 620,490 Total current liabilities 7,781,809 12,901,589 Non-current liabilities: Lease liability, net of current portion 7,039,338 11,247,950 Total non-current liabilities 7,039,338 11,247,950 Total liabilities 14,821,147 24,149,539 Stockholders' equity: Preferred stock - $0.001 par value, 5 million shares authorized and 0 shares issued and outstanding at December 31, 2022 and 2021, respectively - - Common stock, $0.001 par value, 30 million and 15 million shares authorized, 8.4 million and 8.3 million shares issued and outstanding as of December 31, 2022 and 2021, respectively 8,406 8,308 Additional paid-in capital 447,641,680 442,095,642 Accumulated deficit (428,049,049) (398,118,355)Total stockholders' equity 19,601,037 43,985,595 Total liabilities and stockholders' equity$34,422,184 $68,135,134
Marker Therapeutics, Inc. Consolidated Statements of Operations (Audited) For the Years Ended December 31, 2022 2021 Revenues: Grant income$3,513,544 $1,241,710 Related party service revenue 5,500,000 - Total revenues 9,013,544 1,241,710 Operating expenses: Research and development 26,139,323 27,794,879 General and administrative 12,820,004 12,924,826 Total operating expenses 38,959,327 40,719,705 Loss from operations (29,945,783) (39,477,995)Other income (expenses): Arbitration settlement (232,974) (2,406,576)Interest income 248,063 5,700 Net loss$(29,930,694) $(41,878,871) Net loss per share, basic and diluted$(3.58) $(5.47)Weighted average number of common shares outstanding, basic and diluted 8,351,003 7,650,567
Marker Therapeutics, Inc. Condensed Consolidated Statements of Cash Flows (Audited) For the Years Ended December 31, 2022 2021 Cash Flows from Operating Activities: Net loss$(29,930,694) $(41,878,871)Reconciliation of net loss to net cash used in operating activities: Depreciation and amortization 2,789,106 2,148,983 Stock-based compensation 5,344,006 5,964,048 Amortization on right-of-use assets 891,343 1,013,655 Loss on disposal of fixed assets 25,995 - Gain on lease termination (278,681) - Changes in operating assets and liabilities: Prepaid expenses and deposits 49,555 (426,710)Other receivables (2,401,767) 1,000,322 Accounts payable and accrued expenses (4,300,939) 4,141,414 Related party deferred revenue 2,500,000 - Deferred revenue (1,146,186) 1,146,186 Lease liability (513,891) (388,792)Net cash used in operating activities (26,972,153) (27,279,765)Cash Flows from Investing Activities: Purchase of property and equipment (1,456,006) (1,572,161)Purchase of construction in progress (3,489,130) (1,558,970)Net cash used in investing activities (4,945,136) (3,131,131)Cash Flows from Financing Activities: Proceeds from issuance of common stock, net 202,130 52,552,758 Proceeds from exercise of stock options - 3,087 Net cash provided by financing activities 202,130 52,555,845 Net (decrease) increase in cash, cash equivalents and restricted cash (31,715,159) 22,144,949 Cash, cash equivalents and restricted cash at beginning of the period 43,497,331 21,352,382 Cash, cash equivalents and restricted cash at end of the period$11,782,172 $43,497,331
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(862) 213-1398
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Tiberend Strategic Advisors, Inc.
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Take your losses and move on.
Cleveland-Cliffs and Its Employees Donate to Address Food Insecurity in more than 45 Communities Across North America
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) announced today that it continues to address food insecurity as one of its key areas of social responsibility. The Company held its third annual Souper Bowl Food Drive across all of its operations earlier this year and collected 240,000 pounds of non-perishable food items. In conjunction with the food donations, Cleveland-Cliffs and The Cleveland-Cliffs Foundation have also made cash contributions totaling $500,000 to more than 48 food distribution organizations in the local communities where the Company operates throughout the United States and Canada. The $500,000 donated by Cleveland-Cliffs and The Cleveland-Cliffs Foundation is estimated to provide more than 5.2 million meals, which is based on guidance from hunger relief organizations in the United States.
Cleveland-Cliffs’ Chairman, President and Chief Executive Officer, Lourenco Goncalves, said, “We recognize that food insecurity remains a common concern in communities across the United States. As a leader in the North American steel industry and a prominent employer in the regions where we operate, we believe that Cleveland-Cliffs has an important role to play in addressing this need. Cleveland-Cliffs has shown its commitment to address the problem by donating more than $2.5 million over the past three years to organizations working with individuals and families who are food insecure. In addition to the efforts of the Company itself, our employees have once again shown their generosity by donating a remarkable 240,000 pounds of non-perishable food items during our annual food drive.”
About Cleveland-Cliffs Inc.
Cleveland-Cliffs is the largest flat-rolled steel producer in North America. Founded in 1847 as a mine operator, Cliffs also is the largest manufacturer of iron ore pellets in North America. The Company is vertically integrated from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling, and tubing. Cleveland-Cliffs is the largest supplier of steel to the automotive industry in North America and serves a diverse range of other markets due to its comprehensive offering of flat-rolled steel products. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 27,000 people across its operations in the United States and Canada.
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View source version on businesswire.com: https://www.businesswire.com/news/home/20230315005928/en/
MEDIA CONTACT:
Patricia Persico
Senior Director, Corporate Communications
(216) 694-5316
INVESTOR CONTACT:
James Kerr
Manager, Investor Relations
(216) 694-7719
MidWestOne Financial Group Inc. Makes New $280,000 Investment in Cleveland-Cliffs Inc. (NYSE:CLF)
https://www.marketbeat.com/instant-alerts/nyse-clf-sec-filing-2023-03-13/
Cleveland-Cliffs: Steel Is Hot And The Stock Is Cheap, But There's More
Mar. 13, 2023 12:06 PM ETCleveland-Cliffs Inc. (CLF)15 Comments9 Likes
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Michael Wiggins De Oliveira
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Summary
Cleveland-Cliffs Inc. is well positioned for a stronger steel market. Steel prices are way past the lows of 2022.
Cleveland-Cliffs' balance sheet carries more than $5 billion in debt plus pensions. This will get in the way of significant shareholder returns.
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Disclosure: I/we have no stock, option or similar derivative position in any of the companies mentioned, and no plans to initiate any such positions within the next 72 hours. I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from Seeking Alpha). I have no business relationship with any company whose stock is mentioned in this article.
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Cleveland-Cliffs Raises Price for Hot Rolled Steel to $1,200 per net ton
Source: Business Wire
Cleveland-Cliffs Inc. (NYSE: CLF) today announced that it is increasing current spot market base prices for all carbon hot rolled, cold rolled and coated steel products by a minimum of $100 per net ton, effective immediately with all new orders. Cliffs’ minimum base price for hot rolled steel is now $1,200 per net ton.
About Cleveland-Cliffs Inc.
Cleveland-Cliffs is the largest flat-rolled steel producer in North America. Founded in 1847 as a mine operator, Cliffs also is the largest manufacturer of iron ore pellets in North America. The Company is vertically integrated from mined raw materials, direct reduced iron, and ferrous scrap to primary steelmaking and downstream finishing, stamping, tooling, and tubing. Cleveland-Cliffs is the largest supplier of steel to the automotive industry in North America and serves a diverse range of other markets due to its comprehensive offering of flat-rolled steel products. Headquartered in Cleveland, Ohio, Cleveland-Cliffs employs approximately 27,000 people across its operations in the United States and Canada.
?
View source version on businesswire.com: https://www.businesswire.com/news/home/20230313005231/en/
MEDIA CONTACT:
Patricia Persico
Senior Director, Corporate Communications
(216) 694-5316
INVESTOR CONTACT:
James Kerr
Manager, Investor Relations
(216) 694-7719
Old news