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LONGMONT, Colo. , Nov. 26, 2024 /PRNewswire/ -- S&W Seed Company (Nasdaq: SANW ) today announced it has filed its 10-Q for the three months ended September 30, 2024 . S&W previously issued preliminary first quarter fiscal 2025 financial results on November 19, 2024 . The financial results filed in the 10-Q are in line with the preliminary financial results previously released. In addition to the filing of the 10-Q, the Company announced yesterday that it has finalized the voluntary plan of administration, or VA, process for its subsidiary, S&W Seed Company Australia Pty Ltd, or S&W Australia. In the announcement on November 19, 2024 , the Company also introduced new guidance for fiscal 2025, which includes adjusted EBITDA for the remaining three quarters of fiscal 2025 (period from October 1, 2024 to June 30, 2025 ) to be between approximately ($1.9) million and $0.1 million . The Company is maintaining that guidance as a result of the filing of the 10-Q and finalization of the VA process. "As a result of the VA process being completed, on a go forward basis S&W is exclusively focused on its core U.S.-based operations led by our high margin Double Team sorghum solutions as well as our biofuels joint venture with Shell," commented S&W Seed Company's CEO, Mark Herrmann . "As we announced during our preliminary earnings call on November 19, 2024 , we believe we have a robust commercial plan in place to drive continued adoption of Double Team and other high value sorghum trait solutions, including the planned launch of our Prussic Acid Free trait this fiscal year. We are similarly focused on driving efficiencies across our production and operating operations. Our guidance indicates continued strong improvement in gross margins, coupled with a reduction in operating expenses, which is paving the way for us to approach positive adjusted EBITDA performance. In fact, we are expecting the high end of our range to be at adjusted EBITDA breakeven for the rest of fiscal 2025. This would be a significant potential milestone if we can achieve our expectations." Financial Results Total revenue for the first quarter of fiscal 2025 was $8.3 million compared to total revenue for the first quarter of fiscal 2024 of $10.8 million . This decrease was driven by a $1.5 million decrease in non-dormant alfalfa sales in the Middle East and North Africa region driven by the import ban on alfalfa in Saudi Arabia , a $0.8 million decrease in sorghum sales in Mexico related to tightening of credit policies and carryover seed from the prior year in the market, a $0.5 million decrease in Double Team sorghum revenue, a $0.4 million decrease in sorghum sales to South Africa due to limited inventory supply of compatible hybrids, and a $0.3 million decrease in conventional sorghum sales due to an extended sales season in the prior year. This decrease was offset by a $0.5 million increase in non-dormant alfalfa sales in the United States , a $0.3 million increase in non-dormant alfalfa sales in Mexico , and a $0.3 million increase in dormant alfalfa sales in the United States . Gross profit margin for the first quarter of fiscal 2025 was 16.1% compared to gross profit margin for the first quarter of fiscal 2024 of 25.3%. The gross profit percentage decrease was primarily driven by an estimated 6.5 point decrease attributable to the Company's International segment, with an estimated 3.8 point decrease related to lower selling prices in the Middle East North Africa region due lower demand, and an estimated 2.7 point decrease in margin related to South Africa sorghum sales due to the available supply of reduced quality and low cost seed in the prior year. The net gross profit for the Americas segment decreased primarily due to inventory write-offs. GAAP operating expenses for the first quarter of fiscal 2025 were $5.6 million compared to GAAP operating expenses for the first quarter of fiscal 2024 of $5.7 million . This decrease was due to a $0.1 million decrease in selling, general, and administrative expenses. Adjusted operating expenses (see Table A1) for the first quarter of fiscal 2025 were $4.5 million compared to $4.8 million for the first quarter of fiscal 2024. The $0.3 million decrease in adjusted operating expenses for the first quarter of fiscal 2025 was largely attributed to a $0.2 million decrease in selling, general, and administrative expenses after excluding non-recurring transaction costs. Net loss from continuing operations for the first quarter of fiscal 2025 was ($6.2) million , or ($2.73) per basic and diluted share, compared to ($5.0) million , or ($2.22) per basic and diluted share for the first quarter of fiscal 2024. Net loss from discontinued operations for the first quarter of fiscal 2025 was ($10.0) million , or ($4.38) per basic and diluted share, compared to ($0.9) million , or ($0.41) per basic and diluted share, for the first quarter of fiscal 2024. GAAP net loss for the first quarter of fiscal 2025 was ($16.2) million , or ($7.11) per basic and diluted share, compared to ($6.0) million , or ($2.63) per basic and diluted share, for the first quarter of fiscal 2024. Adjusted net loss (see Table A2) for the first quarter of fiscal 2025 was ($4.9) million , or ($2.15) per basic and diluted share, excluding the loss from discontinued operations, interest expense - amortization of debt discount, non-recurring transaction costs, dividends accrued for participating securities and accretion, and equity in loss of equity method investee (Vision Bioenergy), net of tax. Adjusted net loss (see Table A2) for the first quarter of fiscal 2024 was ($3.8) million , or ($1.70) per basic and diluted share, excluding the loss from discontinued operations, interest expense - amortization of debt discount, non-recurring transaction costs, dividends accrued for participating securities and accretion, and equity in loss of equity method investee (Vision Bioenergy), net of tax. Adjusted EBITDA (see Table B) for the first quarter of fiscal 2025 was ($3.1) million compared to adjusted EBITDA for the first quarter of fiscal 2024 of ($1.7) million . S&W Australia As previously reported, S&W Australia adopted a voluntary plan of administration on July 24, 2024 , and on October 11, 2024 , creditors of S&W Australia approved a proposed Deed of Company Arrangement, or DOCA, pursuant to which, among other things, 100% of the shares in S&W Australia would be transferred to Avior Asset Management No. 3 Pty Ltd. The effective date of the DOCA was November 22 , 2024. In order to facilitate the satisfaction of certain conditions to the effectiveness of the DOCA, on November 22, 2024 , S&W entered into a settlement agreement in exchange for a release from the intercompany obligations owed to S&W Australia. S&W will transfer ownership of certain white clover and alfalfa (lucerne) intellectual property, provide the associated inventory, repay insurance proceeds received on behalf of S&W Australia, and provide transitional support to S&W Australia necessary to assist in the changeover of business operations to a standalone entity. S&W also entered into an agreement with National Australia Bank Limited that releases S&W from the AUD $15.0 million guarantee and obtained a release of certain applicable liens from CIBC Bank USA . Fiscal 2025 Guidance S&W expects fiscal 2025 revenue to be within a range of $34.5 to $38.0 million . This includes approximately $4.1 million of international sales in the just completed first quarter of fiscal 2025. Adjusted EBITDA is expected to be in the range of ($5.0) million to ($3.0) million for fiscal 2025. Adjusted EBITDA for the first quarter of fiscal 2025 was ($3.1) million indicating that the Company expects adjusted EBITDA for the remaining three quarters of the fiscal year to be in a range of ($1.9) to $0.1 million . Non-GAAP Financial Measures In addition to financial results reported in accordance with accounting principles generally accepted in the United States of America ("GAAP"), S&W has provided the following non-GAAP financial measures in this release and the accompanying tables: adjusted EBITDA; adjusted operating expenses; as well as adjusted net loss and adjusted net loss per share. S&W uses these non-GAAP financial measures internally to facilitate period-to-period comparisons and analysis of its operating performance and liquidity, and believes they are useful to investors as a supplement to GAAP measures in analyzing, trending and benchmarking the performance and value of its business. However, these measures are not intended to be a substitute for those reported in accordance with GAAP. These measures may be different from non-GAAP financial measures used by other companies, even when similar terms are used to identify such measures. For reconciliations of historical non-GAAP financial measures to the most comparable financial measures under GAAP, see Tables A1, A2, and B accompanying this release. In order to calculate these non-GAAP financial measures, S&W makes targeted adjustments to certain GAAP financial line items found on its condensed consolidated statement of operations, backing out non-recurring or unique items that we believe otherwise distort the underlying results and trends of the ongoing business. S&W has excluded the following items from one or more of its non-GAAP financial measures for the periods presented: Selling, general and administrative expenses; operating expenses. S&W excludes from operating expenses depreciation and amortization and a portion of SG&A expense related to non-recurring transaction costs and, for its adjusted EBITDA calculation, also non-cash stock-based compensation. S&W excludes non-recurring transaction costs from S&W's total operating expenses to provide investors a method to compare its operating results to prior periods and to peer companies, as such amounts can vary significantly based on the frequency of restructuring or acquisition events and the magnitude of restructuring or acquisition expenses. Net loss on discontinued operations : S&W excludes the net loss on discontinued operations, as this is outside of the scope of normal operations and is related to the disposal and operations of S&W Australia, which is no longer applicable. S&W believes it is important to exclude this amount in order to better understand its business performance. Foreign currency loss. The foreign currency loss represents fluctuations from changes in exchange rates that are uncertain or out of S&W's control and cannot be reasonably predicted. S&W believes it is useful to exclude this amount in order to better understand its business performance and allow investors to compare its results with peer companies. Interest expense – amortization of debt discount . Amortization of debt discount and debt issuance costs are primarily related to S&W's working capital lines of credit and term loans. These amounts are non-cash charges and are unrelated to its core performance during any particular period. S&W believes it is useful to exclude these amounts in order to better understand its business performance and allow investors to compare its results with peer companies. Interest expense, net . Interest expense, net primary consists of interest incurred on S&W's working capital credit facilities, the MFP Loan, the AgAmerica loan, and equipment capital leases. S&W believes it is useful to exclude these amounts in order to better understand its business performance and allow investors to compare its results with peer companies. Dividends accrued for participating securities and accretion . Dividends accrued for participating securities and accretion relates to dividends accrued for the Series B convertible preferred stock and the accretion for the discount related to the warrants issued in conjunction with the Series B convertible preferred stock. S&W believes it is useful to exclude these amounts in order to better understand its business performance and allow investors to compare its results with peer companies. Equity in loss of equity method investee (Vision Bioenergy), net of tax . This loss represents S&W's percentage of Vision Bioenergy's loss for the three months ended September 30, 2024 and 2023, as it has significant influence in Vision Bioenergy. S&W believes it is useful to exclude these amounts in order to better understand its business performance and allow investors to compare its results with peer companies. Descriptions of the non-GAAP financial measures included in this release and the accompanying tables are as follows: Adjusted Operating Expenses . S&W defines adjusted operating expenses as GAAP operating expenses adjusted to exclude depreciation and amortization, loss (gain) on disposal of property, plant and equipment, and non-recurring transaction costs. S&W believes that the use of adjusted operating expenses is useful to investors and other users of its financial statements in evaluating its operating performance because it provides a method to compare its operating results to prior periods and to peer companies after making adjustments for depreciation and amortization and amounts that are not expected to recur. Adjusted net loss and loss per share . S&W defines adjusted net loss as net loss attributable to S&W less interest expense – amortization of debt discount, non-recurring transaction costs, dividends accrued for participating securities and accretion, and equity in loss of equity method investee (Vision Bioenergy), net of tax. S&W believes that these non-GAAP financial measures provide useful supplemental information for evaluating its operating performance. Adjusted EBITDA. S&W defines adjusted EBITDA as net loss attributable to S&W adjusted to exclude the loss from discontinued operations, interest expense, net, interest expense – amortization of debt discount, provision for (benefit from) income taxes, depreciation and amortization, non-recurring transaction costs, non-cash stock-based compensation, foreign currency loss, equity in loss of equity method investee (Vision Bioenergy), net of tax, and dividends accrued for participating securities and accretion. S&W believes that the use of adjusted EBITDA is useful to investors and other users of its financial statements in evaluating its operating performance because it provides them with an additional tool to compare business performance across companies and across periods. S&W uses adjusted EBITDA in conjunction with traditional GAAP operating performance measures as part of its overall assessment of its performance, for planning purposes, including the preparation of its annual operating budget, to evaluate the effectiveness of its business strategies and to communicate with its Board concerning its financial performance. Management does not place undue reliance on adjusted EBITDA as its only measure of operating performance. Adjusted EBITDA should not be considered as a substitute for other measures of financial performance reported in accordance with GAAP. Financial Tables For a complete press release including financial tables, please view online at: https://swseedco.com/investors/press-releases/ . About S&W Seed Company Founded in 1980, S&W is a global multi-crop, middle-market agricultural company headquartered in Longmont, Colorado . S&W's vision is to be the world's preferred proprietary seed company which supplies a range of sorghum, forage and specialty crop products that supports the growing global demand for animal proteins and healthier consumer diets. S&W is a global leader in proprietary alfalfa and sorghum seeds with significant research and development, production and distribution capabilities. S&W also has a commercial presence in pasture and sunflower seeds, and through a partnership, is focused on sustainable biofuel feedstocks primarily within camelina. For more information, please visit www.swseedco.com . Safe Harbor Statement This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "ability," "believe," "may," "future," "plan," "intends" "should" or "expects." Forward-looking statements in this release include, but are not limited to: our success in growing and expanding our Double Team operations in the Americas and driving the continued adoption of Double Team Grain Sorghum; our expected timelines for the development and launch of our planned products and the anticipated commercial success of such products; the shift in revenue towards our higher margin products and the expected continued increase in profit margins; and the success of our cost-saving, production optimization and operational initiatives to reduce operating expenses and drive our business towards profitability. You are cautioned that such statements are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements, including risks and uncertainties related to: market adoption of products designed to support the energy transition and customer demand for our partnership's products; the effects of unexpected weather and geopolitical and macroeconomic events, such as global inflation, bank failures, supply chain disruptions, uncertain market conditions, the armed conflict in Sudan , the ongoing military conflict between Russia and Ukraine and related sanctions and the conflict in the Middle East , on our business and operations as well as those of our partnership, and the extent to which they disrupt the local and global economies, as well as our business and the businesses of our partnership, our customers, distributors and suppliers; sufficiency of our partnership's cash and access to capital in order to develop its business; the sufficiency of our cash and access to capital in order to meet our liquidity needs, including our ability to pay our growers as our payment obligations come due; our need to comply with the financial covenants included in our loan agreements, refinance certain of our credit facilities and raise additional capital in the future and our ability to continue as a "going concern"; changes in market conditions, including any unexpected decline in commodity prices, may harm our results of operations and revenue outlook; our proprietary seed trait technology products, including Double Team, may not yield their anticipated benefits, including with respect to their impact on revenues and gross margins; changes in the competitive landscape and the introduction of competitive products may negatively impact our results of operations; demand for our Double Team sorghum solution may not be as strong as expected; our business strategic initiatives may not achieve the expected results; previously experienced logistical challenges in shipping and transportation of our products may become amplified, delaying our ability to recognize revenue and decreasing our gross margins; we may be unable to achieve our goals to drive growth, improve gross margins and reduce operating expenses; the inherent uncertainty and significant judgments and assumptions underlying our financial guidance; and the risks associated with our ability to successfully optimize and commercialize our business. These and other risks are identified in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended June 30, 2024 and in other filings subsequently made by us with the Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made and are based on management's assumptions and estimates as of such date. We do not undertake any obligation to publicly update any forward-looking statements, whether as a result of the receipt of new information, the occurrence of future events or otherwise. Company Contact: Mark Herrmann , Chief Executive Officer S&W Seed Company Phone: (720) 593-3570 www.swseedco.com Investor Contact: Robert Blum Lytham Partners, LLC Phone: (602) 889-9700 [email protected] www.lythampartners.com SOURCE S&W Seed Company( MENAFN - GlobeNewsWire - Nasdaq) NEW YORK, Dec. 17, 2024 (GLOBE NEWSWIRE) -- Bragar Eagel & Squire, P.C., a nationally recognized shareholder rights law firm, is investigating potential claims against WM Technology, Inc. (NASDAQ: MAPS) on behalf of long-term stockholders following a class action complaint that was filed against WM technology on October 17, 2024 with a Class Period from May 25, 2021, to September 24, 2024. Our investigation concerns whether the board of directors of WM Technology have breached their fiduciary duties to the company. According to the lawsuit, defendants throughout the Class Period made false and/or misleading statements and/or failed to disclose, among other things, that: (1) WM Technology's monthly average user metrics (MAUs) were severely inflated for years; and (2) as a result, defendants' statements about its business, operations, and prospects, were materially false and misleading and/or lacked a reasonable basis at all relevant times. When the true details entered the market, the lawsuit claims that investors suffered damages. If you are a long-term stockholder of WM Technology, have information, would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Brandon Walker or Marion Passmore by email at ... , by telephone at (212) 355-4648, or by filling out this contact form . There is no cost or obligation to you. About Bragar Eagel & Squire, P.C.: Bragar Eagel & Squire, P.C. is a nationally recognized law firm with offices in New York, California, and South Carolina. The firm represents individual and institutional investors in commercial, securities, derivative, and other complex litigation in state and federal courts across the country. For more information about the firm, please visit . Attorney advertising. Prior results do not guarantee similar outcomes. Contact Information: Bragar Eagel & Squire, P.C. Brandon Walker, Esq. Marion Passmore, Esq. (212) 355-4648 ... MENAFN17122024004107003653ID1109004973 Legal Disclaimer: MENAFN provides the information “as is” without warranty of any kind. We do not accept any responsibility or liability for the accuracy, content, images, videos, licenses, completeness, legality, or reliability of the information contained in this article. 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NoneGhana counted ballots on Saturday after a tight election with the ruling party's Vice President Mahamudu Bawumia trying to shake off anger over economic woes and rebuff a challenge by opposition party candidate ex-president John Mahama. Ghana's struggling economy dominated the election, after the west Africa gold and cacao producer went through a debt default, high inflation and negotiations for a $3 billion IMF bailout. Voters were choosing a successor to Bawumia's boss, President Nana Akufo-Addo, who steps down after serving the maximum of two four-year terms. They will also elect the country's new parliament. Voting was mostly calm, but one person was shot dead and four people arrested at a polling station in Nyankpala in the country's northern region, police and local media said. After polls closed at 1700 GMT, election teams immediately began tallying ballots under the watch of agents from political parties before sending them to collation centres. Preliminary results are expected early Sunday, with full presidential results scheduled by Tuesday. "Everyone is complaining prices are high. So I want a change, I want a good president who will bring in changes," Abdullah Mohammed, a student said after voting in Accra's Nima district. With a history of political stability, Ghana's two main parties, the ruling New Patriotic Party (NPP) and National Democratic Congress (NDC), have alternated in power equally since the return to multi-party democracy in 1992. Touting the slogan "Break the 8" -- a reference to going past the usual two terms in power -- the NPP hopes Bawumia can lead them to an unprecedented third term. But he struggled to break away from criticism of Akufo-Addo's economic record. "I think we have done a lot of work with our message to the people and the message has been well received," Bawumia said after voting in his northern home Walewale. A UK-educated economist and former central banker, he points to an economy turning a corner and the government's continued plans for digitalisation to ease business, as well as free education and health programmes. But though inflation slowed from more than 50 percent to around 23 percent, and other macro-economic indicators are stabilising, the economic pain was still a clear election issue. Many Ghanaians still say they struggle with the cost of living, scarce jobs and a depreciated cedi currency. Frustration over the economy has opened the way for a comeback challenge from Mahama, who was president from 2012 to 2017 but has since failed twice in presidential bids. The NDC flag-bearer says he will "reset" Ghana and introduce a "24-hour economy", extending industrial hours to create jobs, and also renegotiate parts of the IMF deal. "Other elections have not been as obvious," Mahama said voting in his northern hometown. "With this one, everybody can tell the direction because of the abysmal performance of the Akufo-Addo-Bawumia government." Some analysts gave him an edge because of voter dismay with NPP, but the former president faced criticism from those who remember financial woes and massive power cuts during his time in office. Shoe saleswoman Esther Adobea said the economic situation hurt, but she was willing to give Bawumia a chance to make things better. "I can see he can handle the country for us. Our economy is not good, but he can do better," she said. Both major candidates are from the north of the country -- traditionally an NDC stronghold, but now more fragmented -- making the region a key battleground. While the economy was key, Ghana also faces an increasing risk of spillover in its northern regions from jihadist conflicts in Niger and Burkina Faso, where military juntas rule. The spread of illegal gold mining also became an election issue. Akufo-Addo promised to stop illegal mining, but it has expanded, poisoning riverways and impacting cacao farmlands -- a major source of export income. bur-pma/jm
Tulane QB Mensah transfers to Duke; Mississippi State’s Van Buren, Cal’s Mendoza enter portalTEHRAN – In a powerful address during the Student Day ceremony at the Sharif University of Technology, Iranian President Masoud Pezeshkian declared that Iran will not retreat in the face of any power, emphasizing the nation's strength and resilience. Addressing a gathering of students and professors, Pezeshkian underscored the vital role of youth in shaping the country’s future. Highlighting the significance of Student Day as a platform for demanding rights, Pezeshkian remarked, "Students are the hope for the country's future." He praised their ability to express their views freely, stating, "A student is not dependent on positions and ranks; they can speak the truth and defend rights without fear." Pezeshkian drew attention to recent student protests in the United States and Europe against the ongoing Israeli violence in Gaza and Lebanon, contrasting them with the relatively muted response from Iranian universities. He urged students to raise their voices against injustices, saying, "When a group of killers claims to advocate for human rights while committing atrocities, it is essential to protest against that." Elsewhere in his address, Pezeshkian emphasized the importance of capable individuals stepping forward to achieve the nation’s vision as outlined by the Leader of the Islamic Revolution. "The country belongs to you," Pezeshkian declared, calling for unity among the youth to bring about necessary changes in leadership. He underscored that for the nation to progress toward its envisioned future, elite and competent individuals must take charge while those lacking capability must step aside. The president highlighted the need for a stronger connection between government and universities, stating, "Our universities are of the second generation. They need to be upgraded to the third and fourth generations." He elaborated that a fourth-generation university is one that integrates with society to address real-world problems, while a fifth-generation institution should be focused on long-term goals, looking a century into the future. Addressing Iranian student movements, Pezeshkian expressed his expectations for them to become advocates for rights, emphasizing that such advocacy transcends political affiliations. "Advocates for rights do not recognize left or right. We must dialogue together," he said. He stressed the importance of informed decision-making, insisting that policies should be grounded in scientific research, international experience, and expert consultation. The president also highlighted the critical need for Iran to implement Financial Action Task Force (FATF) standards internally, emphasizing the importance of transparency and accountability in financial transactions. He urged students and academics to collaborate in addressing systemic issues that he said hinder the nation’s economic stability. The president called for a united effort from universities and elite professionals to tackle these challenges, stating, "With the help of universities and elites, we can solve problems." Speaking on the matter of official appointments, Pezeshkian explained that the selection process for managers is based on individual capabilities, social capabilities, and structural capabilities. He emphasized the importance of education and communication skills in determining leadership potential. He posed a critical question regarding societal cohesion: "Are our doctors, engineers, merchants, and industrialists currently moving towards a clear goal, or is everyone moving in a different direction?" Pezeshkian argued that a society with well-defined goals and collaborative efforts among its professionals is more likely to thrive than one where individuals operate in isolation. As part of his ongoing efforts to improve governance, Pezeshkian announced plans for a meeting with newly appointed governors to discuss strategies for enhancing local administration and addressing community needs. He remains optimistic about the potential for collective action to create a more organized and purposeful society.
WOBURN, Mass., Dec. 17, 2024 (GLOBE NEWSWIRE) -- NeuroMetrix, Inc. (“NeuroMetrix” or the “Company”) (Nasdaq: NURO) today announced it has entered into a definitive merger agreement whereby electroCore, Inc. (“electroCore”) (Nasdaq: ECOR), a commercial stage bioelectronic medicine and wellness company, will acquire NeuroMetrix. The transaction has been unanimously approved by the Boards of Directors of both companies and is expected to close late in the first quarter of 2025. Under the terms of the merger agreement, a subsidiary of electroCore will merge with NeuroMetrix and NeuroMetrix will become a wholly owned subsidiary of electroCore. The shareholders of NeuroMetrix will be entitled to receive the equivalent of the balance of NeuroMetrix’s net cash at the closing of the transaction, subject to certain adjustments and deductions. Assuming the transaction closes on March 31, 2025, NeuroMetrix estimates that the balance of net cash to be paid to its shareholders, after deduction of, among other things, transaction expenses, severance costs, and accrued liabilities, will be approximately $9M in the aggregate. The final balance of net cash will be determined at the time of closing and will be based on a formula set out in the merger agreement. NeuroMetrix shareholders will also receive one non-tradeable contingent value right (a “CVR”) per share of NeuroMetrix common stock. Each CVR will represent the right to receive (i) certain future net proceeds from any divestiture of the Company’s DPNCheck ® platform that is consummated prior to the closing of the transaction with electroCore and (ii) certain royalties, up to an aggregate maximum of $500,000, on net sales of prescription Quell ® products over the first two years following the closing of the transaction. “This announcement represents the culmination of our strategic review process announced in February 2024, and marks a positive outcome for the Company’s shareholders. Through this transaction, we will efficiently return balance sheet cash to our shareholders while providing potential upside through the CVR,” said Shai N. Gozani, M.D., Ph.D., Chairman and CEO of NeuroMetrix. “A further advantage of this transaction is that we expect patients with chronic pain to have expanded access to our novel and proprietary Quell wearable neuromodulation technology through the commercial channel that electroCore has built. Although the DPNCheck platform is not included in the acquisition, we expect to divest this business such that patients and physicians continue to benefit from its unique and important diagnostic capabilities.” Consummation of the transaction is subject to approval by the shareholders of NeuroMetrix, NeuroMetrix having at least $8 million of net cash at closing, and the filing of NeuroMetrix’s Form 10-K with respect to the fiscal year ended December 31, 2024, in addition to certain customary closing conditions. About NeuroMetrix NeuroMetrix is a commercial stage healthcare company that develops and commercializes neurotechnology devices to address unmet needs in the chronic pain and diabetes markets. The Company's products are wearable or hand-held medical devices enabled by proprietary consumables and software solutions that include mobile apps, enterprise software and cloud-based systems. The Company has two commercial brands. Quell ® is a wearable neuromodulation platform. DPNCheck ® is a point-of-care screening test for peripheral neuropathy. For more information, visit www.neurometrix.com . About electroCore electroCore is a commercial stage bioelectronic medicine and wellness company dedicated to improving health through its non-invasive vagus nerve stimulation (“nVNS”) technology platform. Its focus is the commercialization of medical devices for the management and treatment of certain medical conditions and consumer product offerings utilizing nVNS to promote general wellbeing and human performance in the United States and select overseas markets. Safe Harbor Statement The statements contained in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include information concerning possible or assumed future results of operations of the Company, the expected completion and timing of the transaction and other information relating to the transaction. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “may,” “will,” “could,” “should,” “would,” “assuming” and similar expressions are intended to identify forward-looking statements. You should read statements that contain these words carefully. They discuss the Company’s future expectations or state other forward-looking information and may involve known and unknown risks over which the Company has no control. While the company believes the forward-looking statements contained in this press release are accurate, there are a number of factors that could cause actual events or results to differ materially from those indicated by such forward-looking statements, including, without limitation, (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the common stock of the combined company following the merger, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the stockholders of the Company and the receipt of any required regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (iv) the risk that the merger agreement may be terminated in circumstances that require the Company to pay a termination fee; (v) risks regarding the failure to obtain the necessary financing to complete the merger, (vi) the effect of the announcement or pendency of the transaction on the Company’s business relationships, operating results and business generally, (vii) risks that the proposed transaction disrupts current plans and operations, (viii) risks related to diverting management’s attention from the Company’s ongoing business operations, and (ix) the outcome of any legal proceedings that may be instituted against the Company related to the merger agreement or the transaction. . There can be no assurance that future developments will be those that the company has anticipated. Further risks that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are described in the company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, as well as other documents that may be filed from time to time with the Securities and Exchange Commission (the “SEC”) or otherwise made public. The company is providing the information in this press release only as of the date hereof, and expressly disclaims any intent or obligation to update the information included in this press release or revise any forward-looking statements. Additional Information and Where to Find It In connection with the transaction, the Company intends to file relevant materials with the SEC, including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the transaction. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT THE COMPANY OR ELECTROCORE WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PARTIES AND THE TRANSACTION. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the transaction (when they become available), and any other documents filed by the Company or electroCore with the SEC, may be obtained free of charge at the SEC’s website (http://www.sec.gov). In addition, materials filed by the Company may be obtained on the Company’s website neurometrix.com, and materials filed by electroCore may be obtained on electroCore’s website at www.electroCore.com. Participants in the Solicitation The Company and each of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the merger. Information about the Company’s directors and executive officers and their ownership of the Company’s common stock is set forth in the proxy statement on Schedule 14A filed with the SEC on March 27, 2024 and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 1, 2024. To the extent that such individual’s holdings of the Company’s common stock have changed since the amounts included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on March 1, 2024, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the identity of the potential participants, and their direct or indirect interests in the merger, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with SEC in connection with the merger. Source: NeuroMetrix, Inc. Thomas T. Higgins SVP and Chief Financial Officer neurometrix.ir@neurometrix.comBy Sophia Velastegui: C200 member, Former Microsoft Chief AI Technology Officer and General Manager, AI Product; AI advisor for the National Science Foundation; formerly at tech giants Google/Alphabet & Apple; Board Director at Blackline (NASDAQ). Read more on LinkedIn . This year saw an accelerated pace of technology advancements. The tech industry is relentless in pushing the boundaries of innovation, and 2024 was no exception—especially in AI advances. This year saw an accelerated pace of advancements as established giants like Google and Microsoft competed for market share against smaller, agile, and highly-disruptive start-ups. Several key trends emerged in 2024, laying the groundwork for 2025 and beyond. These advancements are reshaping how we create value, boost efficiency, and redefine the way we live and work. Here are my top trends for the year and how they may predict our AI future: Consumer Usage Soared...While Business Usage Lagged Nearly a third of Americans have explored generative AI tools, marking a consumer adoption rate that outpaces the acceptance rate of PCs or the internet. Platforms like ChatGPT are leading the charge, with users sending over 1 billion messages daily . The widespread appeal is fueled by free and low-cost options, with OpenAI’s ChatGPT, Google’s Gemini, and Anthropic’s Claude.AI emerging as the go-to solutions for experimentation and everyday use. While some of those people are integrating AI into their work, business uptake remains much slower with only around 6% of companies leveraging AI to produce goods or services. This marks a modest increase from the 3.7% reported in 2023 but still trails behind the enthusiasm of early adopter employees. The cautious pace stems from concerns about the rapidly evolving AI landscape, as well as challenges related to security, regulatory compliance, and the organizational restructuring required to support these new technologies. iOS 18.2—Update Now Warning Issued To All iPhone Users Microsoft Warns 400 Million Windows Users—Do Not Update Your PC What We Know About Luigi Mangione: Manhattan DA Reportedly Presenting Grand Jury With Evidence On UnitedHealthcare Shooting Businesses Who Have Taken the AI Leap are Reaping the Benefits The clear advantage in productivity is making a compelling case for fully adopting AI. Beyond boosting productivity, companies are leveraging AI to enhance customer engagement, drive topline growth, manage costs, and innovate products and services. As Satya Nadella , CEO of Microsoft, puts it: "It’s not about technology for technology’s sake; it’s about translating it into real outcomes." To realize the full ROI, companies are exploring more advanced AI solutions, customizing their tools to meet the unique needs of their business models. The ripple effects are being seen across industries, with adoption and perceived value highest in financial services, media, mobility, retail, energy, manufacturing, healthcare and education. For every dollar invested in generative AI, the average return is $3.70 for every dollar invested, so industries are jumping at the chance to realize significant earnings and drive innovation forward. As Fei-Fei Li , Co-Director of the Stanford Human-Centered AI Institute, emphasizes, "AI will impact every industry on Earth, from manufacturing and agriculture to healthcare and beyond." Sophia speaks on a Financial Times panel about the future of AI. Ethics and Regulation Help To Ensure Responsible AI The EU often provides a blueprint for the US on regulatory and privacy concerns when it comes to the tech industry. When the EU’s AI Act was established in August this year, it introduced a comprehensive AI governance framework that may point the way forward for the rest of the world. As Margrethe Vestager , Executive Vice President for a Europe Fit for the Digital Age, highlighted, "The European approach to technology puts people first and ensures that everyone’s rights are preserved. With the AI Act, the EU has taken an important step to ensure that AI technology uptake respects EU rules in Europe." The risk of AI being exploited by malicious actors or manipulated for unethical purposes is a pressing concern. The industry will be under the microscope, with government focus on how AI is developed, deployed, and sustained. That scrutiny will lend itself to future policies that will seek to enhance transparency, accountability, accuracy to minimize negative societal impacts. Multimodal AI Makes Strides, Empowering Consumers with Creative Tools In early 2024, tech companies began showcasing their advancements in multimodal AI capabilities. "Multimodal AI represents a significant leap forward, enabling models to process and generate content across text, images, and audio, thereby enhancing their applicability across diverse domains," explains Sam Altman, CEO of OpenAI. And in the last few days of the year, Open AI officially launched Sora , enabling ChatGPT subscribers to generate longer form videos and animations. The potential for multimodal AI will shift how we communicate on and offline, enabling everyday users to create high-quality visuals but also threatening creative professionals and opening new doors for misinformation. We’re still in the early days of this new development and it remains to be seen whether Sora dominates the market or another AI product swoops in to take its place. Reasoning AI Models are the Next Frontier to Conquer The rise of ChatGPT and its competitors was augmented by the ability of those tools to process huge troves of data and then predict what a user needed based on queries. OpenAI again is looking to be out in front with a new series of reasoning models , called o1, that it hopes will lead the way in “understanding” the outputs. This technology is still in its infancy and demands significant resource investment, yet early reasoning models are rapidly improving in both capability and speed. "I think we are at an important moment for science and artificial intelligence (AI). In the last two or three years, we’ve seen AI tools become powerful enough and mature enough to tackle really important real-world problems," notes Demis Hassabis , CEO of Google DeepMind. Hyper-personalization of AI Tools Will Continue to Grow Users are becoming more comfortable with generic copilots and looking to customize their experience even further. The prospect of fine-tuning AI agents for specific tasks, use cases, domain and industry is leading the industry to follow suit. Anthropic’s Claude assistant can now match a user’s unique writing style while Adobe’s Photoshop and Illustrator are adding new creative tools that will make anyone a graphic designer. Watch for other players to introduce more personalized user options. Open-source AI Development Emerges as a Catalyst for Innovation With the explosive growth and more sophisticated models, AI technology is ripe for democratization - meaning more opportunities for DIY AI building. ServiceNow’s open-source Fast LLM framework accelerates AI training up to 20x, which allows enterprises to build out unique AI solutions tailored to their needs. This approach promotes safer experimentation and learning while reducing associated risks. On the other hand, Meta’s Llama 2 is taking a different approach to open-source AI initiatives , proving that not all players follow the proprietary paths of Microsoft or Google. Meta’s strategy aims to solidify its leadership status while empowering smaller organizations to leverage its generative AI technology. However, critics emphasize the need to strike a balance—promoting an open and inclusive AI ecosystem while implementing robust frameworks to address significant concerns, such as potential misuse, accuracy issues, and a lack of transparency. Sophia recently spoke at Palo Alto's TEDx event on how AI will shape the future. A year feels like a lifetime when considering the rapid pace of AI advancements. By this time next year, an entirely new set of issues and trends may dominate the conversation. Keep an eye on how legacy tech giants and agile start-ups tackle these business challenges, and how the incoming presidential administration shapes the future of AI governance. If 2024 felt like a whirlwind of change, 2025 promises to take it to the next level!
House approves $895 billion defense bill with gender-affirming care restrictions
Chemical weapons use in Syria must be investigated
By KEVIN FREKING WASHINGTON (AP) — National defense would see a 1% increase in spending this fiscal year under a Pentagon policy bill that also gives a double-digit pay raise to about half of the enlisted service members in the military. Related Articles Politics | Hegseth meets with moderate Sen. Collins as he lobbies for key votes in the Senate Politics | Donald Trump will ring the New York Stock Exchange bell. It’ll be a first for him Politics | The Trump and Biden teams insist they’re working hand in glove on foreign crises Politics | ‘You don’t know what’s next.’ International students scramble ahead of Trump inauguration Politics | Trump is threatening to raise tariffs again. Here’s how China plans to fight back The measure is traditionally strongly bipartisan, but not this year as some Democratic lawmakers protest the inclusion of a ban on transgender medical treatments for children of military members if such treatment could result in sterilization. The bill is expected to pass the House Wednesday and then move to the Senate, where lawmakers had sought a bigger boost in defense spending than the $895.2 billion authorized in the compromise measure before them. Lawmakers are touting the bill’s 14.5% pay raise for junior enlisted service members and a 4.5% increase for others as key to improving the quality of life for those serving in the U.S. military. Those serving as junior enlisted personnel are in pay grades that generally track with their first enlistment term. Lawmakers said their pay has failed to remain competitive with the private sector, forcing many military families to rely on food banks and government assistance programs to put food on the table. The bill also provides significant new resources for child care and housing. “No service member should have to live in squalid conditions and no military family should have to rely on food stamps to feed their children, but that’s exactly what many of our service members are experiencing, especially the junior enlisted,” said Rep. Mike Rogers, R-Ala., chairman of the House Armed Services Committee. “This bill goes a long way to fixing that.” The bill sets key Pentagon policy that lawmakers will attempt to fund through a follow-up appropriations bill. The overall spending tracks the numbers established in a 2023 agreement that then-Speaker Kevin McCarthy reached with President Joe Biden to increase the nation’s borrowing authority and avoid a federal default in exchange for spending restraints. Many senators had wanted to increase defense spending some $25 billion above what was called for in that agreement, but those efforts failed. Sen. Roger Wicker, R-Miss., who is expected to serve as the next chairman of the Senate Armed Services Committee, said the overall spending level was a “tremendous loss for our national defense,” though he agreed with many provisions within the bill. “We need to make a generational investment to deter the Axis of Aggressors. I will not cease work with my congressional colleagues, the Trump administration, and others until we achieve it,” Wicker said. House Republicans don’t want to go above the McCarthy-Biden agreement for defense spending and are looking to go way below it for many non-defense programs. They are also focused on cultural issues. The bill prohibits funding for teaching critical race theory in the military and prohibits TRICARE health plans from covering gender dysphoria treatment for children under 18 that could result in sterilization. Rep. Adam Smith of Washington state, the ranking Democratic member of the House Armed Services Committee, said minors dealing with gender dysphoria is a “very real problem.” He said the treatments available, including puberty blockers and hormone therapy, have proven effective at helping young people dealing with suicidal thoughts, anxiety and depression. “These treatments changed their lives and in many cases saved their lives,” Smith said. “And in this bill, we decided we’re going to bar servicemembers’ children from having access to that.” Smith said the number of minors in service member families receiving transgender medical care is in the thousands. He said he could have supported a study asking medical experts to determine whether such treatments are too often used, but a ban on health insurance coverage went too far. He said Speaker Mike Johnson’s office insisted upon the ban. Rep. Chip Roy, R-Texas, called the ban a step in the right direction, saying “I think these questions need to be pulled out of the debate of defense, so we can get back to the business of defending the United States of America without having to deal with social engineering debates.” Smith said he agrees with Roy that lawmakers should be focused on the military and not on cultural conflicts, “and yet, here it is in this bill.” Rep. Hakeem Jeffries, the House Democratic leader, said his team was not telling Democrat how to vote on the bill. He said he was still evaluating the legislation as of Wednesday morning. “There’s a lot of positive things in the National Defense Authorization Act that were negotiated in a bipartisan way, and there are some troubling provisions in a few areas as well,” Jeffries said. The defense policy bill also looks to strengthen deterrence against China. It calls for investing $15.6 billion to build military capabilities in the Indo-Pacific region. The Biden administration had requested about $10 billion. On Israel, the bill, among other things, includes an expansion of U.S. joint military exercises with Israel and a prohibition on the Pentagon citing casualty data from Hamas. The defense policy bill is one of the final measures that lawmakers view as a must-pass before making way for a new Congress in January. The Senate is expected to take up the legislation next week. It then would move to President Joe Biden’s desk to be signed into law.
