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2. Principal Place of Business and Contact InformationName of Issuer Rumble Inc. Street Address 1Street Address 2 444 Gulf of Mexico Drive CityState/Province/CountryZIP/Postal CodePhone No. of Issuer Longboat Key FLORIDA 34228 (941) 210-0196
Read it.
CF Acquisition Corp. VI
Small Company Offering and Sale of Securities Without Registration (d)
Source: Edgar (US Regulatory)
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
FORM D
OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities
1. Issuer's IdentityCIK (Filer ID Number)Previous Name(s) o NoneEntity Type
0001830081
CF Acquisition Corp. VI
x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
Rumble Inc.
Jurisdiction of Incorporation/OrganizationDELAWARE Year of Incorporation/Organization oOver Five Years Ago xWithin Last Five Years (Specify Year)2020 oYet to Be Formed
2. Principal Place of Business and Contact InformationName of Issuer Rumble Inc. Street Address 1Street Address 2 444 Gulf of Mexico Drive CityState/Province/CountryZIP/Postal CodePhone No. of Issuer Longboat Key FLORIDA 34228 (941) 210-0196
3. Related Persons
Last NameFirst NameMiddle NamePavlovskiChristopherStreet Address 1Street Address 2444 Gulf of Mexico DriveCityState/Province/CountryZIP/Postal CodeLongboat KeyFLORIDA34228Relationship:xExecutive OfficerxDirectoroPromoterClarification of Response (if Necessary) Chief Executive Officer and Chairman
Last NameFirst NameMiddle NameHlibowickiWojciechStreet Address 1Street Address 2444 Gulf of Mexico DriveCityState/Province/CountryZIP/Postal CodeLongboat KeyFLORIDA34228Relationship:xExecutive OfficeroDirectoroPromoterClarification of Response (if Necessary) Chief Technology Officer
Last NameFirst NameMiddle NameAlexandroffBrandonStreet Address 1Street Address 2444 Gulf of Mexico DriveCityState/Province/CountryZIP/Postal CodeLongboat KeyFLORIDA34228Relationship:xExecutive OfficeroDirectoroPromoterClarification of Response (if Necessary) Chief Financial Officer
Last NameFirst NameMiddle NameHughesTylerStreet Address 1Street Address 2444 Gulf of Mexico DriveCityState/Province/CountryZIP/Postal CodeLongboat KeyFLORIDA34228Relationship:xExecutive OfficeroDirectoroPromoterClarification of Response (if Necessary) Chief Operating Officer
Last NameFirst NameMiddle NameEllisMichaelStreet Address 1Street Address 2444 Gulf of Mexico DriveCityState/Province/CountryZIP/Postal CodeLongboat KeyFLORIDA34228Relationship:xExecutive OfficeroDirectoroPromoterClarification of Response (if Necessary) General Counsel and Corporate Secretary
Last NameFirst NameMiddle NameRamoloClaudioStreet Address 1Street Address 2444 Gulf of Mexico DriveCityState/Province/CountryZIP/Postal CodeLongboat KeyFLORIDA34228Relationship:xExecutive OfficeroDirectoroPromoterClarification of Response (if Necessary) Chief Content Officer
Last NameFirst NameMiddle NameArmstrongNancyStreet Address 1Street Address 2444 Gulf of Mexico DriveCityState/Province/CountryZIP/Postal CodeLongboat KeyFLORIDA34228Relationship:oExecutive OfficerxDirectoroPromoterClarification of Response (if Necessary)
Last NameFirst NameMiddle NameCappuccioPaulStreet Address 1Street Address 2444 Gulf of Mexico DriveCityState/Province/CountryZIP/Postal CodeLongboat KeyFLORIDA34228Relationship:oExecutive OfficerxDirectoroPromoterClarification of Response (if Necessary)
Last NameFirst NameMiddle NameArsovRobertStreet Address 1Street Address 2444 Gulf of Mexico DriveCityState/Province/CountryZIP/Postal CodeLongboat KeyFLORIDA34228Relationship:oExecutive OfficerxDirectoroPromoterClarification of Response (if Necessary)
Last NameFirst NameMiddle NameMilnesRyanStreet Address 1Street Address 2444 Gulf of Mexico DriveCityState/Province/CountryZIP/Postal CodeLongboat KeyFLORIDA34228Relationship:oExecutive OfficerxDirectoroPromoterClarification of Response (if Necessary)
Last NameFirst NameMiddle NameFallangEthanStreet Address 1Street Address 2444 Gulf of Mexico DriveCityState/Province/CountryZIP/Postal CodeLongboat KeyFLORIDA34228Relationship:oExecutive OfficerxDirectoroPromoterClarification of Response (if Necessary)
4. Industry GroupoAgriculture Health CareoRetailing Banking & Financial Services oBiotechnologyoRestaurants oCommercial Banking oHealth Insurance Technology oInsurance oHospitals & Physicians oComputers oInvesting oPharmaceuticals oTelecommunications oInvestment Banking oOther Health Care xOther Technology oPooled Investment Fund
Travel oOther Banking & Financial ServicesoManufacturing oAirlines & Airports Real Estate oLodging & Conventions oCommercial oTourism & Travel Services oConstruction oOther Travel oREITS & FinanceoOther oResidential oOther Real Estate oBusiness Services Energy oCoal Mining oElectric Utilities oEnergy Conservation oEnvironmental Services oOil & Gas oOther Energy
5. Issuer SizeRevenue RangeAggregate Net Asset Value RangeoNo RevenuesoNo Aggregate Net Asset Valueo$1 - $1,000,000o$1 - $5,000,000o$1,000,001 - $5,000,000o$5,000,001 - $25,000,000o$5,000,001 - $25,000,000o$25,000,001 - $50,000,000o$25,000,001 - $100,000,000o$50,000,001 - $100,000,000oOver $100,000,000oOver $100,000,000xDecline to DiscloseoDecline to DiscloseoNot ApplicableoNot Applicable
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)oRule 504(b)(1) (not (i), (ii) or (iii))oRule 505oRule 504 (b)(1)(i)xRule 506(b)oRule 504 (b)(1)(ii)oRule 506(c)oRule 504 (b)(1)(iii)oSecurities Act Section 4(a)(5) oInvestment Company Act Section 3(c)
7. Type of FilingxNew NoticeDate of First Sale 2022-09-16oFirst Sale Yet to OccuroAmendment
8. Duration of OfferingDoes the Issuer intend this offering to last more than one year?oYesxNo
9. Type(s) of Securities Offered (select all that apply)oPooled Investment Fund InterestsxEquityoTenant-in-Common SecuritiesoDebtoMineral Property SecuritiesoOption, Warrant or Other Right to Acquire Another SecurityoSecurity to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire SecurityoOther (describe)
10. Business Combination TransactionIs this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?xYesoNo Clarification of Response (if Necessary)
11. Minimum InvestmentMinimum investment accepted from any outside investor$ 0 USD
12. Sales Compensation
RecipientRecipient CRD NumberoNone (Associated) Broker or DealeroNone(Associated) Broker or Dealer CRD NumberoNone Street Address 1Street Address 2 CityState/Province/CountryZIP/Postal Code State(s) of SolicitationoAll States
13. Offering and Sales AmountsTotal Offering Amount$ USDx IndefiniteTotal Amount Sold$ 83000000 USD Total Remaining to be Sold$ USDx Indefinite Clarification of Response (if Necessary)
14. InvestorsoSelect if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:67
15. Sales Commissions & Finders’ Fees ExpensesProvide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions$ 0 USDoEstimateFinders' Fees$ 0 USDoEstimate Clarification of Response (if Necessary)
16. Use of ProceedsProvide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
$ 10000000 USDxEstimate Clarification of Response (if Necessary) Proceeds of this and other offerings made in connection with the Issuer's business combination transaction were received for existing securities holdings.
Signature and SubmissionPlease verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.Terms of Submission In submitting this notice, each Issuer named above is:
Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:? (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).
Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person. For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
IssuerSignatureName of SignerTitleDateRumble Inc.Michael EllisMichael EllisSee explanation box in item 3.2022-10-03
Rumble’s Subscription Product ‘Locals’ Launches ‘Content+’ for Movies, Specials, and Other On-Demand Content
Source: GlobeNewswire Inc.?
Rumble, the video sharing platform (NASDAQ: RUM), announced that its subscription-based community platform, Locals, has opened its Content+ feature to all communities on the platform after a successful beta program with several films.
Content+ allows creators to monetize movies, specials, and other on-demand content. For Locals, Content+ adds a new revenue stream for creators, and it can be used to add value for paying supporters. Creators can choose to offer Content+ as a stand-alone purchase or include it as a perk for annual subscribers.
“On Locals, I was able to distribute my movie independently, without the control of Big Tech or legacy media networks,” said Dinesh D’Souza, filmmaker and content creator. “The results proved that selling movies on Locals is a gamechanger. This is the future for independent creators.”
“Supporting creative independence is core to our values. We are excited to offer creators a new way to monetize their content. Now creators can start their own separate line of on-demand content,” said Assaf Lev, President of Locals. “After watching a movie or special, the first thing people want to do is talk about it. The Locals community provides the immediate place for that discussion, and the community becomes more enticing for others to join,” he continued.
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
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Contact: press@rumble.com
Yep. I read it on the internet. So it has to be true.
Ha ha ha ha ha ha.
It on etrade. Maybe tomorrow
"Today marks an amazing milestone for our company, and one that I have been looking forward to for a long time," said Chris Pavlovski, Founder and Chief Executive Officer of Rumble. "This transaction allows Rumble to fund a wide range of business initiatives, including the development of our independent infrastructure while we continue to add top creators to our platforms. I am extremely excited to report that despite current market conditions, we have retained nearly all the cash in trust, with nearly zero redemptions from CFVI shareholders. This is truly a vote of confidence in our mission and platform, and I look forward to further delivering for all our constituents going forward
Yes. Good call.
Yeah baby. Volume 210 shares.
A gold mine.
FRIEDMAN INDUSTRIES, INCORPORATED ANNOUNCES CASH DIVIDEND
Source: GlobeNewswire Inc.?
(NYSE—American; Trading Symbol: FRD) The Board of Directors (the “Board”) of Friedman Industries, Incorporated, a Texas-based company engaged in pipe manufacturing, steel processing and steel and pipe distribution, declared on September 13, 2022, a cash dividend of $0.02 per share on the Common Stock of the Company. The Company will pay the cash dividend on November 18, 2022 to shareholders of record at the close of business on October 14, 2022. This dividend marks the Company’s 203rd consecutive quarterly cash dividend with the Company having paid a cash dividend every quarter since becoming publicly traded in 1972.
Dividends are declared at the discretion of the Board and reviewed on a quarterly basis. With the declaration of today’s dividend, the Board’s desire is to pay a dividend at a level that it feels can be held stable for the foreseeable future and which may be increased periodically as the Company’s financial position and operations become supportive of a new amount that the Board believes is sustainable. The determination to pay cash dividends takes into account various factors, including our financial condition, operating results, current and anticipated cash needs and growth plans. While we have paid a dividend every quarter since becoming a public company in 1972 and currently intend to continue that practice, there is no guarantee that payments of dividends will always continue in the future.
For further information regarding this dividend, please contact Mr. Alex LaRue, Chief Financial Officer – Secretary and Treasurer at (903)758-3431.
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Conversation with Chris Pavlovski, CEO of Rumble and Howard W. Lutnick, CEO of Cantor Fitzgerald and CFVI
Source: PR Newswire (US)
NEW YORK, Sept. 13, 2022 /PRNewswire/ -- Chris Pavlovski, CEO of Rumble, Inc. ("Rumble"), the fast-growing neutral video platform, spoke with Howard W. Lutnick, CEO of CF Acquisition Corp. VI (Nasdaq: CFVI) ("CFVI"), a publicly traded special purpose acquisition company sponsored by Cantor Fitzgerald.
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To access the video, please click here.
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. Additionally, the company announced in December 2021 the execution of a definitive business combination agreement with CFVI. See the announcement here: https://corp.rumble.com.
About CF Acquisition Corp. VI
CFVI is a blank check company led by Chairman and Chief Executive Officer Howard W. Lutnick and sponsored by Cantor Fitzgerald.
About Cantor Fitzgerald
Cantor Fitzgerald, with over 12,000 employees, is a leading global financial services group at the forefront of financial and technological innovation and has been a proven and resilient leader for 77 years. Cantor Fitzgerald & Co. is a preeminent investment bank serving more than 5,000 institutional clients around the world, recognized for its strengths in fixed income and equity capital markets, investment banking, SPAC underwriting and PIPE placements, prime brokerage, and commercial real estate on its global distribution platform. Cantor Fitzgerald & Co. is one of 24 primary dealers transacting business with the Federal Reserve Bank of New York. For more information, please visit: www.cantor.com.
Important Information and Where to Find It
This press release relates to a proposed transaction between Rumble and CFVI. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the transaction described herein, CFVI has filed with the SEC an effective registration statement on Form S-4, which includes a proxy statement/prospectus of CFVI, on August 12, 2022 (the "Registration Statement"), and has filed, and will file, other relevant materials with the SEC. The definitive proxy statement/prospectus has been sent to all CFVI stockholders as of the Record Date. Investors and security holders of CF VI are urged to read the Registration Statement, the definitive proxy statement/prospectus (and any supplements thereto, as and when filed), and all other relevant documents filed or to be filed in connection with the proposed transaction because they contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the Registration Statement, the definitive proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by CFVI through the website maintained by the SEC at www.sec.gov.
The documents filed or that will be filed by CFVI with the SEC also may be obtained free of charge upon written request to CF Acquisition Corp. VI, 110 East 59th Street, New York, NY 10022 or via email at CFVI@cantor.com. The documents filed or that will be filed by Rumble or any successor entity of the transaction with the SEC also may be obtained free of charge upon written request to Rumble USA Inc., 444 Gulf of Mexico Drive, Longboat Key, FL 34228.
Participants in the Solicitation
CFVI, Rumble and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from CFVI's stockholders in connection with the proposed transactions. CFVI's stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and executive officers of CFVI in the Registration Statement. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from CFVI's stockholders in connection with the proposed business combination is set forth in the Registration Statement.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of CFVI or Rumble, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Forward-Looking Statements
This document contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transaction between CFVI and Rumble. Such forward-looking statements include, but are not limited to, statements regarding the closing of the transaction and CFVI's, Rumble's, or their respective management teams' expectations, hopes, beliefs, intentions or strategies regarding the future. The words "anticipate", "believe", "continue", "could", "estimate", "expect", "intends", "may", "might", "plan", "possible", "potential", "predict", "project", "should", "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. 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 assumptions, risks and uncertainties. These statements are based on various assumptions, whether or not identified in this document. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of CFVI and Rumble. Many factors could cause actual future events to differ from the forward looking-statements in this document, including but not limited to (i) the risk that the transaction may not be completed in a timely manner or at all, (ii) the failure to satisfy the conditions to the consummation of the transaction, (iii) the inability to complete the PIPE offering, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement, (v) the outcome of any legal proceedings that may be instituted against Rumble and/or CFVI related to the business combination agreement or the transactions contemplated thereby, (vi) the ability to maintain the listing of CFVI stock on Nasdaq, (vii) costs related to the transactions and the failure to realize anticipated benefits of the transactions or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions, (viii) the effect of the announcement or pendency of the transaction on Rumble's business relationships, operating results, performance and business generally, (ix) changes in the combined capital structure of Rumble and CFVI following the transactions, (x) changes in laws and regulations affecting Rumble's business, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the transactions, and identify and realize additional opportunities, (xii) risks related to Rumble's limited operating history, the rollout of its business and the timing of expected business milestones, (xiii) risks related to Rumble's potential inability to achieve or maintain profitability and generate cash, (xiv) current and future conditions in the global economy, including as a result of the impact of the COVID-19 pandemic, and their impact on Rumble, its business and markets in which it operates, (xv) the ability of Rumble to retain existing content providers and users and attract new content providers and customers, (xvi) the potential inability of Rumble to manage growth effectively, (xvii) the enforceability of Rumble's intellectual property, including its patents and the potential infringement on the intellectual property rights of others, and (xviii) the ability to recruit, train and retain qualified personnel. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the Registration Statement, CFVI's Form 10-Q filed on August 15, 2022 and the other filings that CFVI has filed or will file with the SEC from time to time. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Rumble and CFVI assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Rumble nor CFVI gives any assurance that either Rumble or CFVI will achieve its expectations.
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? View original content to download multimedia:https://www.prnewswire.com/news-releases/conversation-with-chris-pavlovski-ceo-of-rumble-and-howard-w-lutnick-ceo-of-cantor-fitzgerald-and-cfvi-301623573.html
SOURCE Rumble and CFVI
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Copyright 2022 PR Newswire
Rumble's Post-Merger Board of Directors
Source: PR Newswire (US)
TORONTO and NEW YORK, Sept. 13, 2022 /PRNewswire/ -- Rumble Inc. ("Rumble"), the video-sharing platform, which recently announced its business combination agreement with special purpose acquisition company CF Acquisition Corp. VI (Nasdaq: CFVI), today reminded stockholders of its Board of Director nominees, who will take office effective at the closing of the transaction, subject to receipt of stockholder approval at the upcoming special meeting of stockholders of CF VI to be held on September 15, 2022 and the satisfaction of other customary closing conditions.
Rumble's post-merger Board of Director nominees are:
Chris Pavlovski, Chief Executive Officer and Chairman
Chris Pavlovski is the Founder and Chief Executive Officer of Rumble. As a three-time successful entrepreneur, Mr. Pavlovski has over 20 years' experience in the online marketing and advertising space. After building websites daily in his teenage years, Mr. Pavlovski served as the director of marketing for NASA's Next Giant Leap from 2009 through 2012, leading corporate donations, sponsorships, and Internet marketing strategies. Mr. Pavlovski also founded Cosmic Development in 2011, a global IT business employing 150+ employees with offices in Europe and North America. The business was ranked as the 2nd best employer in Macedonia and has been the recipient of numerous awards. Mr. Pavlovski also sits on numerous boards, including Macedonia 2025, a not-for-profit organization focused on economic and educational development in Macedonia.
Nancy Armstrong, Independent
Nancy Armstrong is an Emmy-nominated producer and the founder/executive producer of Happy Warrior Media. She recently launched her award-winning documentary on ADHD, "The Disruptors". Previously, she co-founded and was an executive producer of MAKERS, a leading women's video and media platform and library. Prior to MAKERS, Ms. Armstrong began her career in media at Ogilvy, Inc. in New York City. Ms. Armstrong is a graduate of the University of Wisconsin-Madison and received a master's degree in communications from Boston University.
Paul Cappuccio, Independent
Paul Cappuccio has served as a director of Rumble since January 2021. Mr. Cappuccio has also served as a director of two publicly listed companies, Chipotle Mexican Grill, Inc. from 2016 to 2020 (where Mr. Cappuccio served as the chairman of the Nominating and Governance Committee and on the Audit Committee) and Central European Media Enterprises from 2009 to 2018. Since January 2020, Mr. Cappuccio has served as the Chief Legal Officer and General Counsel of NJOY, LLC, a privately-held company that sells electronic nicotine delivery systems to adult smokers and former smokers. From 2019-2020, Mr. Cappuccio served as Vice Chairman of dtx, a digital company that connects consumers with brands through QR codes. From January 2001 to June 2018, Mr. Cappuccio served as Executive Vice President and General Counsel of Time Warner, Inc, a consolidated worldwide media and entertainment company. From August 1999 to January 2001, he served as Senior Vice President and General Counsel at America Online, Inc., another publicly-listed internet access company. Prior to his time serving as general counsel, Mr. Cappuccio was a partner at Kirkland & Ellis and served as an Associate Deputy Attorney General at the U.S. Department of Justice. Additionally, Mr. Cappuccio served as a law clerk to two Justices of the Supreme Court of the United States (Hon. Anthony M. Kennedy and Hon. Antonin Scalia) as well as one U.S. Court of Appeals Judge. Mr. Cappuccio received his J.D. from Harvard Law School and a B.A. from Georgetown University.
Robert Arsov, Independent
Robert Arsov is a Founding Partner and CEO of Hoplon Capital, an asset manager formed in May 2021, pursuing investments focused on the digital economy that are disruptive in their respective end markets including insurance, financial services, IT and consulting services, healthcare, digital infrastructure and media industries. Mr. Arsov also currently serves as a Senior Advisor at Guggenheim Partners, a position he has held since May 2021. Prior to becoming Senior Advisor, he was a Senior Managing Director at Guggenheim Partners from May 2014 to May 2021, where he advised companies across the technology, IT/business and insurance services sectors while maintaining an active M&A advisory practice in the biotech and pharma sectors. Mr. Arsov was previously a member of the M&A group at Credit Suisse and its predecessor company Donaldson, Lufkin & Jenrette in New York. Mr. Arsov holds a B.S. degree from the Haas School of Business at the University of California at Berkeley.
Ryan Milnes, Non-Independent
Ryan Milnes is an accomplished entrepreneur who has served as a director of Rumble since 2013. Mr. Milnes is also the co-founder and Chief Executive Officer of Cosmic Development, a global IT business employing more than 150 employees with offices in Europe and North America. Since founding Cosmic in 2013, Mr. Milnes has overseen Cosmic's provision of content editing and moderation services to Rumble. He is the owner and director of multiple businesses which focus on tech and real estate. Mr. Milnes holds a film degree from the Toronto Film School.
Ethan Fallang, Independent
Ethan Fallang has served as a director of Rumble since May of 2021. Mr. Fallang also serves as a director at Riverview Health Institute, LLC. Currently, Mr. Fallang is a Partner at Narya Capital Management, LLC, where he is in charge of overseeing the fund's accounting, tax, and audit functions. Prior to joining Narya Capital Management, LLC, Mr. Fallang served as the Chief Executive Officer of Riverview Health Institute, LLC, from October 2010 to February 2020. Mr. Fallang holds a B.S. in Business Administration from the Ohio State University and a Master of Business Administration from the Isenberg School of Management at the University of Massachusetts Amherst.
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. In December 2021, the company announced the execution of a definitive business combination agreement with CFVI. See the announcement here: https://corp.rumble.com.
About CF Acquisition Corp. VI
CFVI is a blank check company led by Chairman and Chief Executive Officer Howard W. Lutnick and sponsored by Cantor Fitzgerald.
About Cantor Fitzgerald
Cantor Fitzgerald, with over 12,000 employees, is a leading global financial services group at the forefront of financial and technological innovation and has been a proven and resilient leader for 77 years. Cantor Fitzgerald & Co. is a preeminent investment bank serving more than 5,000 institutional clients around the world, recognized for its strengths in fixed income and equity capital markets, investment banking, SPAC underwriting and PIPE placements, prime brokerage, and commercial real estate on its global distribution platform. Cantor Fitzgerald & Co. is one of 24 primary dealers transacting business with the Federal Reserve Bank of New York. For more information, please visit: www.cantor.com.
Important Information and Where to Find It
This press release relates to a proposed transaction between Rumble and CFVI. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the transaction described herein, CFVI has filed with the SEC an effective registration statement on Form S-4, which includes a proxy statement/prospectus of CFVI, on August 12, 2022 (the "Registration Statement"), and has filed, and will file, other relevant materials with the SEC. The definitive proxy statement/prospectus has been sent to all CFVI stockholders as of the Record Date. Investors and security holders of CF VI are urged to read the Registration Statement, the definitive proxy statement/prospectus (and any supplements thereto, as and when filed), and all other relevant documents filed or to be filed in connection with the proposed transaction because they contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the Registration Statement, the definitive proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by CFVI through the website maintained by the SEC at www.sec.gov.
The documents filed or that will be filed by CFVI with the SEC also may be obtained free of charge upon written request to CF Acquisition Corp. VI, 110 East 59th Street, New York, NY 10022 or via email at CFVI@cantor.com. The documents filed or that will be filed by Rumble or any successor entity of the transaction with the SEC also may be obtained free of charge upon written request to Rumble USA Inc., 444 Gulf of Mexico Drive, Longboat Key, FL 34228.
Participants in the Solicitation
CFVI, Rumble and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from CFVI's stockholders in connection with the proposed transactions. CFVI's stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and executive officers of CFVI in the Registration Statement. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from CFVI's stockholders in connection with the proposed business combination is set forth in the Registration Statement.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of CFVI or Rumble, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.
Forward-Looking Statements
This press release contains "forward-looking statements" relating to Rumble and its business, which include, but are not limited to, statements regarding Rumble's expectations, hopes, beliefs, intentions or strategies regarding the future. The words "anticipate", "believe", "continue", "could", "estimate", "expect", "intends", "may", "might", "plan", "possible", "potential", "predict", "project", "should", "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. 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 assumptions, risks and uncertainties. These statements are based on various assumptions, whether or not identified in this press release. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Rumble. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Rumble 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. Rumble gives no assurance that Rumble will achieve its expectations.
? View original content:https://www.prnewswire.com/news-releases/rumbles-post-merger-board-of-directors-301623661.html
SOURCE Rumble and CFVI
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Copyright 2022 PR Newswire
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
September 13, 2022
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.)
3200 Southwest Freeway
Suite 2500
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 7.01Regulation FD Disclosure.
On September 13, 2022, Marker Therapeutics, Inc. (the “Company”) issued a press release to announce that the U.S. Food and Drug Administration (the “FDA”) has awarded the Company a $2.0 million grant from the FDA’s Orphan Products Grant program to support the Company’s Phase 2 clinical trial of MT-401 for the treatment of post-transplant AML. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Exhibit Description99.1 Press Release, dated September 13, 2022.104 The cover page from Marker Therapeutics, Inc.’s Form 8-K filed on September 13, 2022, formatted in Inline XBRL.
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: September 13, 2022By:/s/ Peter Hoang Peter Hoang President and Chief Executive Officer
Marker Therapeutics Awarded $2 Million Grant from U.S. FDA to Support Marker’s Phase 2 ARTEMIS Trial of MT-401 in Post-Transplant AML
Source: GlobeNewswire Inc.?
Marker Therapeutics, Inc. (Nasdaq:MRKR), 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, today announced that the Company has been awarded a $2 million grant from the U.S. Food and Drug Administration (FDA) Orphan Products Grants program to support its Phase 2 ARTEMIS trial of its lead multi-tumor-associated antigen (MultiTAA) T cell product candidate, MT-401, in patients with post-transplant acute myeloid leukemia (AML).
The FDA grant will support the Company’s treatment arm evaluating MT-401 in patients with post-transplant AML with minimal residual disease. MT-401 was granted Orphan Drug Designation for the treatment of patients with AML following allogeneic stem cell transplant in 2020.
"We are pleased to receive this Orphan Products award from the FDA to further clinical development of our multi-antigen targeted T cell therapy in AML, a rare disease with limited treatment options after a stem cell transplant," said Dr. Mythili Koneru, Marker’s Chief Medical Officer. “In our Phase II ARTEMIS study for patients with post-transplant AML, we have observed promising results amongst the MRD+ patients, suggesting that MT-401’s unique and differentiated targeting technology can potentially reach MRD positive patients before relapse. This grant will enable us to further advance our development of MT-401 to potentially treat a patient population where no treatments have been approved. We look forward to further exploration in this patient population.”
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 120 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 the U.S. FDA Orphan Products Grants Program
The FDA’s Orphan Products Grants Program awards grants to clinical investigators to support the development of safe and effective medical products for patients with rare diseases. The program has supported clinical research since 1983 and has funded clinical trials that have facilitated the approval of more than 70 products.
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.
To receive future press releases via email, please visit: https://www.markertherapeutics.com/email-alerts.
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; and the timing, conduct and success of our clinical trials, including the Phase 2 trial of MT-401. 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.
Contact:
Neda Safarzadeh
Vice President/Head of Investor Relations, PR & Marketing
Marker Therapeutics
(713) 400-6451
investor.relations@markertherapeutics.com
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Because it's a scam company. Imo
Manipulators.
WRONG
Statement of Changes in Beneficial Ownership (4)
Source: Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person *
Miller Janet L2. Issuer Name and Ticker or Trading Symbol
CLEVELAND-CLIFFS INC. [ CLF ]5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
200 PUBLIC SQUARE, SUITE 33003. Date of Earliest Transaction (MM/DD/YYYY)
9/8/2022(Street)
CLEVELAND, OH 44114(City) (State) (Zip)4. If Amendment, Date Original Filed (MM/DD/YYYY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned1.Title of Security
(Instr. 3)2. Trans. Date2A. Deemed Execution Date, if any3. Trans. Code
(Instr. 8)4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)7. Nature of Indirect Beneficial Ownership (Instr. 4)CodeVAmount(A) or (D)PriceCommon Shares 9/8/2022 P 1425 A$17.4494 80606.297 D
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)1. Title of Derivate Security
(Instr. 3)2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)8. Price of Derivative Security
(Instr. 5)9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
Reporting Owners
Reporting Owner Name / AddressRelationshipsDirector10% OwnerOfficerOtherMiller Janet L
200 PUBLIC SQUARE
SUITE 3300
CLEVELAND, OH 44114X
Signatures
/s/ James D. Graham by Power of Attorney9/8/2022**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.*If the form is filed by more than one reporting person, see Instruction 4(b)(v).**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
Source: Edgar (US Regulatory)
Filed by CF Acquisition Corp. VI
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Commission File No.: 333-262725
The following is an interview Chris Pavlovski, CEO of Rumble Inc. (“Rumble”) conducted with Maria Bartiromo. A link to the interview is here: https://grabien.com/getmedia.php?id=1629607&key=9f34b5feb7f8832250d32fbc20cacd01&userid=17147
00:00:00 Maria Bartiromo: Welcome back. The fast-growing video platform Rumble keeps getting bigger. The Securities and Exchange Commission approving Rumble's proposed business combination with CF Acquisition Corp [VI]. The merger should take place soon after the September 15th shareholder meetings – the shareholder meeting rather. Joining me right now is the founder and CEO of Rumble Chris Pavlovski. Chris, congratulations. Great news for you.
Chris Pavlovski: Thank you, Maria. It's a pleasure to be on. Yeah, so it's been great news. It's been a – a wonderful ride the last two years, and this effectiveness by the SEC is very exciting.
00:00:32 Maria Bartiromo: I want to get your take on what that means for Rumble in terms of what you do with the money raised and the new liquidity, but before we go to that, I've got to get your take on what we just heard. We had the lawyer for the whistleblower of – against Twitter on, and they are pushing forward because they say this is a national security issue. Your reaction.
Chris Pavlovski: Well, yeah, like, when you see the hack that happened last year with Twitter and accounts getting taken over and what you see with the – the algorithm and how it amplifies content, and de-amplifies content, and bans, how they ban users.
They have massive implications, like massive responsibility, especially with the amplification that happens to – to make sure that things are – are done correctly. Like, the worst thing – the most egregious thing that's happening, like, we all hear about users getting banned on these platforms, but the more egregious thing that's happening is the amplification of things that they want you to hear and the things that they don't want you to hear.
Maria Bartiromo: Yeah.
Chris Pavlovski: You see, like, articles that are not being shown up on – on the platform anymore like The New York Post getting banned.
00:01:33 Maria Bartiromo: Yeah, the Hunter Biden laptop.
Chris Pavlovski: But imagine what – imagine how they're tipping the scales one way or the other, like amplifying it, making sure everyone sees a certain narrative and making sure everyone sees a different narrative.
Male Host: But in fairness, isn't that what every media outlet does? The New York Times has its point of view. Fox has its point of view. CNN has, you know, et cetera.
Chris Pavlovski: Absolutely. But we're talking about a platform that's claiming to be fair.
Male Host: Ah.
Chris Pavlovski: That's – that's claiming this to be neutral.
Female Host: Yeah, they're claiming to –
Maria Bartiromo: The public square.
Chris Pavlovski: Exactly.
00:02:00 Female Host: They have – they have blanket liability protection from Congress.
Maria Bartiromo: Yep, that's [00:02:00 unintelligible] –
Female Host: Media company – traditional media companies don't.
Maria Bartiromo: Yeah.
Female Host: Period.
Chris Pavlovski: Yeah, and –
Maria Bartiromo: Section 230.
Chris Pavlovski: – that's why they need – that's why they need to be fair. They can't be a publisher where they weigh the scales like that. That's – that's the whole point of the 230 is that we're expecting these platforms to treat everybody fairly. Whether it's chronological, whether it's an algorithm, it's going to have to be fair. You can't tilt the scale.
Maria Bartiromo: Well, without Rumble, without Truth Social, we certainly would not have heard President Trump's side of the story [00:02:32 unintelligible] documents and a raid on his Mar-a-Lago property.
00:02:36 So thank you to Rumble and to Truth Social for actually giving people an opportunity to see the other side rather than just relying on these companies that claim to be a public square and a bulletin board, which they're not.
Chris Pavlovski: Yeah, it's the fundamental aspect of a democracy is being able to, like, you know, allowed to hear both sides of the story, make up your opinion. We're all adults. We should be able to hear all sides of the story whether we agree with it or whether we disagree with it.
00:03:05 I – I just cannot believe that we're in a – a state of affair where you – we shouldn't hear this side of the story. It's not good for us to hear it.
Maria Bartiromo: Well, [00:03:11 crosstalk] in America. I mean –
Female Host 2: And, Chris, so the – there is this internecine debate on the right about the state of Section 230. You know, would removing it have a chilling effect where the only website you can get is The New York Times. Do you think Rumble's success is a testament to the fact that the only way to undercut Twitter is around them, not through changing the law?
00:03:31 Maria Bartiromo: Competition.
Female Host 2: Yeah.
Chris Pavlovski: Yeah. When it comes to Section 230, you know, that – that's a real important legislation for companies that are acting in a – in good faith that are – are not acting like publishers. Like, once you act like a publisher, I don't understand why 230, that immunity is there for them. Like, why – why would that protection be there for a company that acts like a publisher and starts to say, hey, this needs to be watched more than this.
Maria Bartiromo: Yeah.
Chris Pavlovski: This is what you should see. That –
Maria Bartiromo: And then they're not transparent about how they actually go about it, but I want to talk about Rumble for a minute.
00:04:03 What, are you raising $400 million? You also launched the beta version of Rumble ads. Tell us about that, and – and where the growth story is for Rumble.
Chris Pavlovski: Yeah. So the – with the – the merger with CFVI, we're looking to raise – we're a $100 million pipe and a $300 million through the SPAC depending on the redemptions. We'll see how that goes around September 15. So really looking forward to that. But also extremely excited to – to have launched Rumble ads.
00:04:31 Rumble ads is – I've been in this space for 20 years – more than 20 years – and I've watched Google kind of own that space – Google ads, Google ad sense – and you don't really have an option. You're stuck, like, having them broker all the ads, and it's really – it – it's really exciting to be able to offer a choice now to – to companies and also to publishers. We just announced yesterday that Truth Social will also be running through this ecosystem.
00:04:58 So you're kind of seeing an ecosystem kind of emerge now to not only allow everyone to have a voice but also having the ability for companies to choose and select audiences that are more in line with – with their businesses.
Maria Bartiromo: Then you'll be able to go up against big tech? I mean, with all the strength and money and power on – on big tech, will you be able to –
Chris Pavlovski: I – I think we're – we're quite – we're pretty much – we're there.
Maria Bartiromo: Yeah.
Chris Pavlovski: We just reported 35 million users in the United States in June of 2022, but that's a, you know, at least 15 percent of YouTube's market share in the United States.
00:05:31 They're at, like, 190, 200 million, around there. So --
Maria Bartiromo: Terrific.
Chris Pavlovski: - that's pretty compelling. That means we have real audience, real size, and we're at 52 million globally. So we're – we're really making a real run here.
Maria Bartiromo: Well, I am one of those 52 million on Rumble.
Chris Pavlovski: Yes, you are.
Maria Bartiromo: And I am one of those members on Truth Social, and I'm happy about it. It's a great experience. Chris, thank you.
Chris Pavlovski: Thank you very much for having me.
Maria Bartiromo: Good to see you. Chris Pavlovski joining us. We'll be right back. Stay with us.
****
Important Information and Where to Find It
This communication relates to a proposed transaction between Rumble Inc. (“Rumble” and CF Acquisition Corp. VI (“CF VI”). This communication does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. In connection with the transaction described herein, CF VI has filed with the United States Securities and Exchange Commission (“SEC”) an effective registration statement on Form S-4, which includes a proxy statement/prospectus of CF VI, on August 12, 2022 (the “Registration Statement”), and has filed, and will file, other relevant materials with the SEC. The definitive proxy statement/prospectus has been sent to all CF VI stockholders. Investors and security holders of CF VI are urged to read the Registration Statement, the definitive proxy statement/prospectus (and any supplements thereto, if and when filed), and all other relevant documents filed or to be filed in connection with the proposed transaction because they contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by CF VI through the website maintained by the SEC at www.sec.gov.
The documents filed or that will be filed by CF VI with the SEC also may be obtained free of charge upon written request to CF Acquisition Corp. VI, 110 East 59th Street, New York, NY 10022 or via email at CFVI@cantor.com.
Participants in the Solicitation
CF VI, Rumble and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from CF VI’s stockholders in connection with the proposed transactions. CF VI's stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and executive officers of CF VI in the Registration Statement. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from CF VI’s stockholders in connection with the proposed business combination is set forth in the Registration Statement.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of CF VI, or Rumble, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transaction between CF VI and Rumble. Such forward-looking statements include, but are not limited to, statements regarding the closing of the transaction and CF VI’s, Rumble’s, or their respective management teams’ expectations, hopes, beliefs, intentions or strategies regarding the future. The words “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “intends”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “should”, “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. 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 assumptions, risks and uncertainties. These statements are based on various assumptions, whether or not identified in this communication. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of CF VI and Rumble. Many factors could cause actual future events to differ from the forward looking-statements in this communication, including but not limited, to (i) the risk that the transaction may not be completed in a timely manner or at all, (ii) the failure to satisfy the conditions to the consummation of the transaction, (iii) the inability to complete the PIPE offering, (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the BCA, (v) the outcome of any legal proceedings that may be instituted against Rumble and/or CF VI related to the BCA or the transactions contemplated thereby, (vi) the ability to maintain the listing of CF VI stock on Nasdaq, (vii) costs related to the transactions and the failure to realize anticipated benefits of the transactions or to realize estimated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions, (viii) the effect of the announcement or pendency of the transaction on Rumble’s business relationships, operating results, performance and business generally, (ix) changes in the combined capital structure of Rumble and CF VI following the transactions, (x) changes in laws and regulations affecting Rumble’s business, (xi) the ability to implement business plans, forecasts, and other expectations after the completion of the transactions, and identify and realize additional opportunities, (xii) risks related to Rumble’s limited operating history, the rollout of its business and the timing of expected business milestones, (xiii) risks related to Rumble’s potential inability to achieve or maintain profitability and generate cash, (xiv) current and future conditions in the global economy, including as a result of the impact of the COVID-19 pandemic, and their impact on Rumble, its business and markets in which it operates, (xv) the ability of Rumble to retain existing content providers and users and attract new content providers and customers, (xvi) the potential inability of Rumble to manage growth effectively, (xvii) the enforceability of Rumble’s intellectual property, including its patents and the potential infringement on the intellectual property rights of others, and (xviii) the ability to recruit, train and retain qualified personnel. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the Registration Statement, CF VI’s Form 10-Q filed on August 15, 2022 and the other filings that CF VI has filed or will file with the SEC from time to time. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Rumble and CF VI assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Rumble nor CF VI gives any assurance that either Rumble or CF VI will achieve its expectations.
Rumble's Subscription Product 'Locals' Launches Article Publishing Feature
Source: PR Newswire (US)
Launching articles on Locals represents a significant milestone in expanding tools for its creators
LONGBOAT KEY, Fla., Aug. 31, 2022 /PRNewswire/ -- Rumble, the video-sharing platform, announced that its subscription-based community platform, Locals, has launched an article publishing feature.
The new feature will enable creators to customize their online publications using a comprehensive toolbar. In addition to allowing creators to format their publications with headers, hyperlinks, quotes, and images, Locals integrates this feature with its existing subscription model. Creators can switch an article to "supporter only" at any point, meaning that only paying subscribers can access the remainder of the article.
"We are excited that this new feature allows creators to publish articles to their subscribers. We built Locals to empower creators to be independent by sharing their content with their community," said Assaf Lev, Locals President. "From videos to podcasts and now written work, creators can house all their content in their digital home on Locals."
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. Additionally, the company announced in December 2021 the execution of a definitive business combination agreement with CF Acquisition Corp. VI (NASDAQ: CFVI). See the announcement here: https://corp.rumble.com
? View original content:https://www.prnewswire.com/news-releases/rumbles-subscription-product-locals-launches-article-publishing-feature-301615289.html
SOURCE Rumble
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Copyright 2022 PR Newswire
Cleveland-Cliffs Announces Price Increase for Carbon Steel Products
CLEVELAND--(BUSINESS WIRE)--Aug 24, 2022--
Cleveland-Cliffs Inc. (NYSE: CLF) today announced that it is increasing current spot market base prices for all carbon steel hot rolled, cold rolled and coated steel products by a minimum of $75 per ton, effective immediately with new orders in North America.
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. We are the largest supplier of steel to the automotive industry in North America and serve a diverse range of other markets due to our 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
Executive VP & CFO recently bought US$97k worth of stockOn the 16th of August, Celso Goncalves bought around 5k shares on-market at roughly US$19.36 per share. This was the largest purchase by an insider in the last 3 months. Celso has been a buyer over the last 12 months, purchasing a net total of US$409k worth in shares.
Statement of Changes in Beneficial Ownership (4)
Source: Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person *
Goncalves Celso L Jr2. Issuer Name and Ticker or Trading Symbol
CLEVELAND-CLIFFS INC. [ CLF ]5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, CFO(Last) (First) (Middle)
200 PUBLIC SQUARE, SUITE 33003. Date of Earliest Transaction (MM/DD/YYYY)
8/17/2022(Street)
CLEVELAND, OH 44114(City) (State) (Zip)4. If Amendment, Date Original Filed (MM/DD/YYYY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned1.Title of Security
(Instr. 3)2. Trans. Date2A. Deemed Execution Date, if any3. Trans. Code
(Instr. 8)4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)7. Nature of Indirect Beneficial Ownership (Instr. 4)CodeVAmount(A) or (D)PriceCommon Shares 8/17/2022 P 6000 A$18.4299 154284.613 D
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)1. Title of Derivate Security
(Instr. 3)2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)8. Price of Derivative Security
(Instr. 5)9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
Reporting Owners
Reporting Owner Name / AddressRelationshipsDirector10% OwnerOfficerOtherGoncalves Celso L Jr
200 PUBLIC SQUARE
SUITE 3300
CLEVELAND, OH 44114
EVP, CFO
Signatures
/s/ James D. Graham by Power of Attorney8/17/2022**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.*If the form is filed by more than one reporting person, see Instruction 4(b)(v).**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CLF November 18th Options Begin Trading
CONTRIBUTOR
BNK Invest BNK Invest
PUBLISHED
AUG 16, 2022 10:58AM EDT
Investors in Cleveland-Cliffs Inc (Symbol: CLF) saw new options become available today, for the November 18th expiration. One of the key data points that goes into the price an option buyer is willing to pay, is the time value, so with 94 days until expiration the newly available contracts represent a potential opportunity for sellers of puts or calls to achieve a higher premium than would be available for the contracts with a closer expiration. At Stock Options Channel, our YieldBoost formula has looked up and down the CLF options chain for the new November 18th contracts and identified one put and one call contract of particular interest.
The put contract at the $19.00 strike price has a current bid of $1.73. If an investor was to sell-to-open that put contract, they are committing to purchase the stock at $19.00, but will also collect the premium, putting the cost basis of the shares at $17.27 (before broker commissions). To an investor already interested in purchasing shares of CLF, that could represent an attractive alternative to paying $19.39/share today.
Because the $19.00 strike represents an approximate 2% discount to the current trading price of the stock (in other words it is out-of-the-money by that percentage), there is also the possibility that the put contract would expire worthless. The current analytical data (including greeks and implied greeks) suggest the current odds of that happening are 99%. Stock Options Channel will track those odds over time to see how they change, publishing a chart of those numbers on our website under the contract detail page for this contract. Should the contract expire worthless, the premium would represent a 9.11% return on the cash commitment, or 35.34% annualized — at Stock Options Channel we call this the YieldBoost.
Below is a chart showing the trailing twelve month trading history for Cleveland-Cliffs Inc, and highlighting in green where the $19.00 strike is located relative to that history:
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Turning to the calls side of the option chain, the call contract at the $20.00 strike price has a current bid of $1.80. If an investor was to purchase shares of CLF stock at the current price level of $19.39/share, and then sell-to-open that call contract as a "covered call," they are committing to sell the stock at $20.00. Considering the call seller will also collect the premium, that would drive a total return (excluding dividends, if any) of 12.43% if the stock gets called away at the November 18th expiration (before broker commissions). Of course, a lot of upside could potentially be left on the table if CLF shares really soar, which is why looking at the trailing twelve month trading history for Cleveland-Cliffs Inc, as well as studying the business fundamentals becomes important. Below is a chart showing CLF's trailing twelve month trading history, with the $20.00 strike highlighted in red:
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Considering the fact that the $20.00 strike represents an approximate 3% premium to the current trading price of the stock (in other words it is out-of-the-money by that percentage), there is also the possibility that the covered call contract would expire worthless, in which case the investor would keep both their shares of stock and the premium collected. The current analytical data (including greeks and implied greeks) suggest the current odds of that happening are 99%. On our website under the contract detail page for this contract, Stock Options Channel will track those odds over time to see how they change and publish a chart of those numbers (the trading history of the option contract will also be charted). Should the covered call contract expire worthless, the premium would represent a 9.28% boost of extra return to the investor, or 36.03% annualized, which we refer to as the YieldBoost.
Meanwhile, we calculate the actual trailing twelve month volatility (considering the last 252 trading day closing values as well as today's price of $19.39) to be 58%. For more put and call options contract ideas worth looking at, visit StockOptionsChannel.com.
Top YieldBoost Calls of Stocks Conducting Buybacks »
The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc.
He knows where this is going.
Up up up.
Statement of Changes in Beneficial Ownership (4)
Source: Edgar (US Regulatory)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person *
Goncalves Celso L Jr2. Issuer Name and Ticker or Trading Symbol
CLEVELAND-CLIFFS INC. [ CLF ]5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, CFO(Last) (First) (Middle)
200 PUBLIC SQUARE, SUITE 33003. Date of Earliest Transaction (MM/DD/YYYY)
8/16/2022(Street)
CLEVELAND, OH 44114(City) (State) (Zip)4. If Amendment, Date Original Filed (MM/DD/YYYY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned1.Title of Security
(Instr. 3)2. Trans. Date2A. Deemed Execution Date, if any3. Trans. Code
(Instr. 8)4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)7. Nature of Indirect Beneficial Ownership (Instr. 4)CodeVAmount(A) or (D)PriceCommon Shares 8/16/2022 P 5000 A$19.3599 148284.613 D
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)1. Title of Derivate Security
(Instr. 3)2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)8. Price of Derivative Security
(Instr. 5)9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
Reporting Owners
Reporting Owner Name / AddressRelationshipsDirector10% OwnerOfficerOtherGoncalves Celso L Jr
200 PUBLIC SQUARE
SUITE 3300
CLEVELAND, OH 44114
EVP, CFO
Signatures
/s/ James D. Graham by Power of Attorney8/16/2022**Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.*If the form is filed by more than one reporting person, see Instruction 4(b)(v).**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
This company is a lot smarter than Elio.
Yep. That him.
He's ok. He (Mr. Elio) has been pulling $250K salary every year since started this scam.
Marker Therapeutics Shares Climb Over 50% After FDA Approves IND for MT-601
Source: Dow Jones News
By Stephen Nakrosis
Shares of Marker Therapeutics Inc. were trading higher Friday, continuing momentum from the after-hours market Thursday following news the U.S. Food and Drug Administration approved the company's investigational new drug application for MT-601 to treat certain patients with non-Hodgkin lymphoma.
At 11:26 a.m. ET, the company's stock had risen 55% to trade at 51 on Nasdaq. Volume at the time topped 51.1 million shares, above the stock's 65-day average volume of 373,289 shares.
Following the news of the FDA approval Thursday, Marker shares rose in the late-trading market. The stock closed Thursday's regular session at 33 cents and opened at 60 cents on Friday.
Peter Hoang, the company's president and chief executive, said: "FDA clearance of our IND for MT-601 is a significant milestone as we advance our pipeline in a number of company-sponsored trials." He said that MT-601 targets six tumor-associated antigens highly expressed in lymphoma, and Marker looks plans to initiate a company-sponsored Phase 1 study next year.
Write to Stephen Nakrosis at stephen.nakrosis@wsj.com
(END) Dow Jones Newswires
August 05, 2022 11:49 ET (15:49 GMT)
Copyright (c) 2022 Dow Jones & Company, Inc.
Marker Therapeutics Shares Double After Hours, FDA Approves IND for MT-601
Source: Dow Jones News
By Stephen Nakrosis
Shares of Marker Therapeutics Inc. jumped in after-hours trading Thursday, following news the U.S. Food and Drug Administration approved the company's investigational new drug application for MT-601 to treat certain patients with non-Hodgkin lymphoma.
At 5:54 p.m. ET, the company's shares were trading 100% higher at 66 cents a share. Volume in the after-hours market was over 2.4 million shares.
Peter L. Hoang, the company's president and chief executive, said, "FDA clearance of our IND for MT-601 is a significant milestone as we advance our pipeline in a number of company-sponsored trials." He added that MT-601 targets six tumor-associated antigens highly expressed in lymphoma, and said, "we look forward to initiating our company-sponsored Phase 1 study next year."
Write to Stephen Nakrosis at stephen.nakrosis@wsj.com
(END) Dow Jones Newswires
August 04, 2022 18:13 ET (22:13 GMT)
Copyright (c) 2022 Dow Jones & Company, Inc.
Wow. Ask price 69 cents.