Latest news with #Preferred
Business Wire
a day ago
- Business
- Business Wire
NanoVibronix Announces Financing of up to $50 Million Private Placement of Preferred Stock
TYLER, Texas--(BUSINESS WIRE)-- NanoVibronix, Inc. (NASDAQ: NAOV) ('NanoVibronix' or the 'Company'), a medical technology company specializing in therapeutic devices for enteral feeding, pain management and urological conditions, today announced it has entered into a definitive agreement with an institutional investor for the purchase and sale of 8,889 shares of Series H Convertible Preferred Stock (the 'Preferred Stock') with a total stated value of $8,888,889. The Preferred Stock is convertible into shares of the Company's common stock, par value $0.001 per share (the 'Common Stock'), at an initial conversion price of $1.01, which such conversion price is equal to the closing price as reported on Nasdaq on the trading day immediately prior to signing of the definitive agreements and is subject to customary anti-dilution adjustments. The initial closing is expected to occur on or about July 21, 2025, subject to the satisfaction of customary closing conditions (the 'Initial Closing'). Additionally, pursuant to the terms of the definitive agreements, the Company has agreed to issue 2,222 shares of Preferred Stock with a total stated value of $2,222,222 in a second closing (the 'Second Closing'), subject to the satisfaction of customary closing conditions. Additionally, pursuant to the terms of the definitive agreement, the Company has agreed that during the period ending 36 months from the effective date of the Resale Registration Statement (as defined below), the investor in the private placement shall have the right, but no obligation, upon notice to the Company from time to time, to purchase up to an aggregate of $44,000,000 stated value (representing 44,000 shares of Preferred Stock and $39,600,000 of subscription amount) of additional Preferred Stock, which shall have identical terms to the Preferred Stock issued at the Initial Closing, except that the initial conversion price of such additional shares of Preferred Stock shall be equal to 85% of the arithmetic average of the three (3) lowest VWAPs during the ten trading days prior to the date of such investor's exercise of such right. Palladium Capital Group, LLC is serving as the exclusive placement agent for this transaction. The gross proceeds from the Initial Closing of the offering are expected to be approximately $8 million, before deducting placement agent fees and other offering expenses payable by the Company. The gross proceeds from the Second Closing of the offering are expected to be approximately $2 million, before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use $5 million of the net proceeds from the Initial Closing to redeem certain outstanding shares of its Series X Preferred Stock in accordance with the terms of the Certificate of Designations of the Series X Preferred Stock, and the balance for working capital purposes. Doron Besser, M.D., Chief Executive Officer of NanoVibronix, said 'This capital empowers us to expand our footprint in high-impact, large addressable markets, scale more rapidly and invest in products with the greatest potential to drive sustainable growth and long-term shareholder value. Our innovative solutions address critical gaps in current standard-of-care practices, improve patient outcomes and reduce healthcare complications. With strong momentum behind our lead technologies, a clear roadmap for execution and additional financial resources, we believe we are well-positioned to capture a meaningful share of an enormous market and deliver long-term value for our shareholders.' The securities offered in this private placement, and the shares of common stock issuable upon conversion of the Preferred Stock, are being offered in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the 'Securities Act'), and/or Regulation D promulgated thereunder. Accordingly, the securities issued in the private placement and shares of common stock issuable upon conversion of the Preferred Stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a resale registration statement covering the securities described above as soon as reasonably practicable (the 'Resale Registration Statement'). This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction where such offer, solicitation, or sale would be unlawful prior to registration or qualification under applicable laws About NanoVibronix, Inc. NanoVibronix, Inc. (NASDAQ: NAOV) is a medical technology company advancing both non-invasive and minimally invasive solutions across clinical and home care settings. Headquartered in Tyler, Texas, with research and development in Nesher, Israel, the Company focuses on two distinct technology platforms: Acoustic-based therapeutic technologies, including PainShield® and UroShield®, which utilize proprietary low-intensity surface acoustic wave (SAW) technology. These devices are intended for use in home or care settings and are designed to treat pain, reduce bacterial colonization, and disrupt biofilms. ENvue™ Navigation Platform, developed and operated by ENvue Medical, with offices in Arlington Heights, Illinois, and Tel Aviv, Israel, is a minimally invasive electromagnetic navigation system intended to assist clinicians in placing feeding tubes into the gastrointestinal tract. FDA 510(k) cleared for adult use, ENvue provides real-time bedside visualization of tube movement and supports informed decision-making during the placement procedure. Future platform expansion may include pediatric and vascular access applications. NanoVibronix aims to advance standards in non-invasive therapy and minimally invasive navigation, with a commitment to patient safety, clinical usability, and technology innovation across a range of healthcare environments. Forward-Looking Statements This press release contains 'forward-looking statements.' Such statements may be preceded by the words 'intends,' 'may,' 'will,' 'plans,' 'expects,' 'anticipates,' 'projects,' 'predicts,' 'estimates,' 'aims,' 'believes,' 'hopes,' 'potential,' or similar words. These forward-looking statements include, but are not limited to: statements related to the completion of the offering, the satisfaction of customary closing conditions related to the Initial Closing, satisfaction of customary conditions related to the Second Closing, the intended use of proceeds from the offering, and future expectations for strategic growth. Forward-looking statements are not guarantees of future performance, are based on certain assumptions, and are subject to various known and unknown risks and uncertainties, many of which are beyond the Company's control and cannot be predicted or quantified; consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation: (i) market acceptance of the Company's existing and new products; (ii) clinical performance and operational outcomes; (iii) delays or complications in product implementation; (iv) intense competition in the medical device industry; (v) product liability or performance issues; (vi) limitations in manufacturing or supply chain capabilities; (vii) reimbursement limitations; (viii) intellectual property protection; (ix) healthcare regulatory changes in the U.S. and abroad; and (x) the need for additional capital. More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company's filings with the Securities and Exchange Commission ('SEC'), including the Company's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Investors and security holders are urged to read these documents free of charge at: The Company assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events, or otherwise, except as required by law. SOURCE: NanoVibronix, Inc.
Cision Canada
08-07-2025
- Business
- Cision Canada
BMO to Redeem Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 33 (Non-Viability Contingent Capital (NVCC)) Français
TORONTO, July 8, 2025 /CNW/ - Bank of Montreal (the "Bank") (TSX: BMO)(NYSE:BMO) today announced its intention to redeem all of its 8,000,000 outstanding Non-Cumulative 5-Year Rate Reset Class B Preferred Shares, Series 33 (Non-Viability Contingent Capital (NVCC)) (the "Preferred Shares Series 33") (TSX: for an aggregate total of $200 million on August 25, 2025. The redemption has been approved by the Office of the Superintendent of Financial Institutions. The Preferred Shares Series 33 are redeemable at the Bank's option on August 25, 2025 (the "Redemption Date") at a redemption price of $25.00 per share. Payment of the redemption price will be made by the Bank on the Redemption Date. Separately from the payment of the redemption price, the final quarterly dividend of $0.190875 per share for the Preferred Shares Series 33 announced by the Bank on May 28, 2025 will be paid in the usual manner on August 25, 2025, to shareholders of record on July 30, 2025. Notice will be delivered to holders of the Preferred Shares Series 33 in accordance with the terms thereof. About BMO Financial Group BMO Financial Group is the seventh largest bank in North America by assets, with total assets of $1.4 trillion as of April 30, 2025. Serving customers for 200 years and counting, BMO is a diverse team of highly engaged employees providing a broad range of personal and commercial banking, wealth management, global markets and investment banking products and services to 13 million customers across Canada, the United States, and in select markets globally. Driven by a single purpose, to Boldly Grow the Good in business and life, BMO is committed to driving positive change in the world, and making progress for a thriving economy, sustainable future, and inclusive society.
Yahoo
27-05-2025
- Business
- Yahoo
SRM Entertainment Announces Closing of $5 Million Private Placement
Winter Park, Florida, May 27, 2025 (GLOBE NEWSWIRE) -- SRM Entertainment, Inc. (Nasdaq: SRM) ('SRM' or the 'Company'), a leading provider of creative and high-quality licensed media-themed merchandise, announces today the closing of its previously announced private investment in public equity ('PIPE') financing with an institutional investor for gross proceeds to the Company of $5,000,000, before deducting placement agent fees and offering expenses. Pursuant to the terms of the securities purchase agreement, the Company sold an aggregate of 5,000 shares of its Series A Convertible Preferred Stock, convertible into an aggregate of 8,928,571 shares of common stock at a conversion price of $0.56 per share (not at $0.50 per share as previously reported), and warrants, each having the right to purchase one share of common stock, to acquire up to an aggregate of 8,928,571 shares of common stock, subject to beneficial ownership limitations. The purchase price for one unit (consisting of one share of Series A Convertible Preferred Stock convertible into approximately 1,785 shares and the same number of warrants) was $1,000. The warrants issued at the closing of the offering are exercisable immediately at an exercise price of $0.65 per share and will expire two years from the date of issuance. The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital. Dominari Securities LLC acted as the sole placement agent for the PIPE financing. The securities being offered and sold by the Company in the private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (the "SEC") or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered shares issuable upon the conversion of the Series A Preferred Stock and the shares issuable upon exercise of the unregistered warrants. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these 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 any such state or jurisdiction. About SRM Entertainment, Inc. SRM Entertainment designs, develops, and manufactures custom merchandise which includes toys and souvenirs for the world's largest theme parks and other entertainment venues. Many of SRM's creative products are based on award winning multi-billion-dollar entertainment franchises that are featured in popular movies and books. SRM products are distributed worldwide at Walt Disney Parks and Resorts, Universal Parks and Destinations, United Parks and Resorts – SeaWorld, Six Flags and other attractions. SRM's products are offered alongside popular rides and attractions in theme parks, zoos, aquariums, and other entertainment venues. SRM's design team developed specialty dolls, plush and toys for one of New York City's landmarks that features a popular holiday show. SRM's design team is credited with creating popular products which have been successfully sold at specialty theme park events. SRM's exclusive-patented Sip With Me cups feature fun, kid friendly Zoo, Sea and animal themed characters as well as licensed characters from Smurfs, ICEE and Zoonicorn. Caution Regarding Forward-Looking Statements Certain statements in this announcement are forward-looking statements. Investors can identify these forward-looking statements by words or phrases such as 'may,' 'will,' 'expect,' 'anticipate,' 'aim,' 'estimate,' 'intend,' 'plan,' 'believe,' 'is/are likely to,' 'potential,' 'continue' or other similar expressions. These statements are subject to uncertainties and risks including, but not limited to, the risk factors discussed in the Risk Factors and in Management's Discussion and Analysis of Financial Condition and Results of Operations sections of our Forms 10-K, 10-Q and other reports filed with the SEC and available at Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and other filings with the SEC. Additional factors are discussed in the Company's filings with the SEC, which are available for review at The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations that arise after the date hereof, except as may be required by law. Media and Investor Relations Info@ in to access your portfolio
Business Wire
23-05-2025
- Automotive
- Business Wire
Luminar Improves Capital Structure with Repurchase of $50 Million in 2026 Convertible Senior Notes
ORLANDO, Fla.--(BUSINESS WIRE)--Luminar Technologies (NASDAQ: LAZR), a leading global automotive technology company, today announced it has entered into separate, individually negotiated private agreements with certain holders of its outstanding 1.25% Convertible Senior Notes due 2026 to acquire $50 million in aggregate principal amount of notes through repurchases for approximately $30 million in cash and exchanges for 1.1 million in newly issued shares of common stock. The repurchase transactions are being funded by the proceeds from the initial issuance of Series A Convertible Preferred Stock announced by Luminar on May 21, 2025. 'Earlier this week, we announced a significant capital commitment from two institutional investors and indicated that would be used to continue to improve our capital structure and liquidity profile. Today, we are doing just that, retiring a substantial amount of debt that would have otherwise matured next year,' said Tom Fennimore, Luminar's Chief Financial Officer. 'We will remain opportunistic in using all of our available tools to further reduce our debt and extend our liquidity runway in order to realize our long-term value.' Following the consummation of the exchange transactions, approximately $135 million in aggregate principal amount of the 2026 convertible notes will remain outstanding, marking meaningful progress by Luminar over the past year to reduce the outstanding amount of its 2026 debt. The combination of the transactions this week demonstrate Luminar's commitment to improving its capital structure and ensuring sufficient financial runway to execute its business plan. About Luminar Luminar is a global automotive technology company ushering in a new era of vehicle safety and autonomy. For the past decade, Luminar has built an advanced hardware and software/AI platform to enable its various partners, ranging from Volvo Cars and Mercedes-Benz to NVIDIA and Mobileye, to develop and deploy the world's most advanced passenger vehicles. Following the launch of the Volvo EX90 as the first global production vehicle to standardize its technology, Luminar is poised to lead the industry in enabling next-generation safety and autonomous capabilities for global production vehicles. For more information, please visit Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as 'aims,' 'believe,' 'may,' 'will,' 'estimate,' 'set,' 'continue,' 'towards,' 'anticipate,' 'intend,' 'expect,' 'should,' 'would,' 'forward,' 'plan,' 'runway,' 'commitment,' 'remain,' 'opportunistic' and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. The forward-looking statements include statements relating to prospective future debt reduction and liquidity and capital structure improvements. Forward-looking statements are based on expectations and assumptions by our management and involve a number of risks, uncertainties, including but not limited to, the large amount of Luminar's outstanding indebtedness limiting the cash flow available for Luminar's operations. whether Luminar will be able to timely reduce its outstanding debt and capital structure overhang, whether Luminar will be able to repurchase debt at trading discounts or on favorable terms, or have sufficient resources and financial runway to reduce its outstanding debt and execute its business plan and other factors that could cause actual results to differ materially from those stated, which could differ or change based upon market conditions or for other reasons. More information on these risks and other potential factors that could affect Luminar's business is included in Luminar's periodic filings with the SEC, including in the 'Risk Factors' and 'Management's Discussion and Analysis of Financial Condition and Results of Operations' sections of Luminar's reports on Form 10-K and Form 10-Q, including Luminar's Annual Report on Form 10-K for the year ended December 31, 2024 filed by Luminar on March 28, 2025, and Luminar's Quarterly Report on Form 10-Q filed by Luminar on May 20, 2025 and subsequent reports filed with the SEC. You are cautioned not to place undue reliance upon any forward-looking statements and Luminar assumes no obligation to update any forward-looking statements, which speak only as of the date they are made.
Yahoo
21-05-2025
- Business
- Yahoo
Otelier partners with Preferred Hotels & Resorts
Hospitality data platform Otelier has unveiled a strategic partnership with Preferred Hotels & Resorts, becoming the newest addition to the company's Alliance Partner Program. This collaboration positions Otelier as a recommended business intelligence solutions provider for Preferred member properties worldwide. Otelier CEO Rob Lawrence said: "We're proud to join forces with Preferred Hotels & Resorts and support this remarkable portfolio of iconic properties around the world. "By helping hoteliers centralise their data and unlock a 360° view of their business, we're empowering teams to move beyond spreadsheets and focus on what this group does best: delivering exceptional guest experiences." Otelier's IntelliSight platform is now accessible to Preferred members, offering a business intelligence solution that enables hotel operators to rapidly make informed and profitable decisions. IntelliSight centralises data from all outlets that generate revenue such as food and beverage (F&B), retail and parking to offer a comprehensive perspective on operational and fiscal performance. Otelier says that this system replaces manual spreadsheets with visual dashboards and charts, allowing operators to easily spot trends, pinpoint opportunities, and act decisively. Established to support full-service hotels and luxury resorts, IntelliSight merges commercial and financial data to allow hotel teams to comprehend profit margins instantaneously and in detail, streamlining operations and enhancing efficiency. Preferred Hotels & Resorts represents over 600 luxury hotels, resorts, residences, and unique hotel groups in more than 80 countries. The company caters to hotel operators, owners, and companies responsible for management, providing advantages via brand prestige and global operating scale. It supports member hotels with strategic sales, revenue management, integrated marketing solutions, worldwide connectivity via reservations services, distribution technology, and partner solutions with its Alliance Partner Program. In June 2024, Preferred Hotels & Resorts formed a collaboration with payment services provider Worldline to streamline payment processes and improve the guest experience across its member properties. "Otelier partners with Preferred Hotels & Resorts" was originally created and published by Hotel Management Network, a GlobalData owned brand. The information on this site has been included in good faith for general informational purposes only. It is not intended to amount to advice on which you should rely, and we give no representation, warranty or guarantee, whether express or implied as to its accuracy or completeness. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
