SANTA CLARA, Calif., Sept. 17, 2019 (GLOBE NEWSWIRE) — Adesto Technologies Corporation (Nasdaq: IOTS) announced today that it intends to offer, subject to market conditions and other factors, Convertible Senior Notes due 2024 (the “notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A (“Rule 144A”) promulgated under the Securities Act of 1933, as amended (the “Act”) (such offering, the “offering”). Adesto also intends to grant to the initial purchaser of the notes a 13-day option to purchase additional notes.
The notes will be senior, unsecured obligations of Adesto, and will bear interest payable semiannually in arrears. The notes will mature on September 15, 2024, unless earlier converted, redeemed or repurchased. Prior to June 15, 2024, the notes will be convertible at the option of holders of the notes only under certain circumstances, and thereafter, at any time prior to the close of business on the business day immediately preceding the maturity date. Upon conversion, the notes may be settled in shares of Adesto common stock, cash, or a combination thereof, at the election of Adesto.
The interest rate, conversion rate, offering price, and other terms of the notes are to be determined at the time of pricing of the offering.
Adesto expects to use a portion of the net proceeds from the offering to repay in full Adesto’s existing term loan and a portion of the net proceeds from the offering of the notes to pay the cost of the capped call transactions described below. Adesto expects to use the remainder of the net proceeds from the offering for general corporate purposes, which may include investments, acquisitions, or other strategic transactions. However, Adesto has not designated any specific uses and has no current agreements or commitments with respect to any material investment, acquisition, or strategic transaction. If the initial purchaser exercises its option to purchase additional notes, Adesto expects to use a portion of the net proceeds from the sale of additional notes to enter into additional capped call transactions with the option counterparties (as defined below). Any remaining net proceeds from the sale of additional notes will be used for general corporate purposes.
In connection with the offering of the notes, Adesto expects to enter into privately negotiated capped call transactions with one or more financial institutions (the “option counterparties”). The capped call transactions are expected generally to offset potential dilution to holders of Adesto’s common stock as a result of any conversion of the notes, with such offset subject to a cap.
In connection with establishing their initial hedges of the capped call transactions, Adesto expects that the option counterparties and/or their respective affiliates will purchase shares of Adesto common stock and/or enter into various derivative transactions with respect to Adesto common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Adesto common stock or the notes at that time.
In addition, Adesto expects that the option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Adesto common stock and/or purchasing or selling Adesto common stock in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so on each exercise date for the capped call transactions or following any termination of any portion of the capped call transactions in connection with any repurchase, redemption or conversion of notes by Adesto). This activity could also cause or avoid an increase or decrease in the market price of Adesto common stock or the notes, which could affect holders’ ability to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the amount and value of the consideration that holders will receive upon conversion of such notes.
This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities (including the shares of Adesto common stock, if any, into which the notes are convertible) and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the notes will be made only to qualified institutional buyers pursuant to Rule 144A by means of a private offering memorandum.
The notes and any shares of Adesto common stock issuable upon conversion of the notes have not been and will not be registered under the Act, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
Use of forward looking statements
This press release contains “forward-looking statements” including, among other things, statements relating to the completion, timing and size of the proposed offering, the granting of a 13-day option to purchase additional notes, the potential effects of entering into the capped call transactions, and the expected use of proceeds from the offering. Statements containing words such as “could,” “believe,” “expect,” “intend,” “will,” or similar expressions constitute forward-looking statements. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially, including, but not limited to, whether Adesto will offer the notes or consummate the offering, the final terms of the offering and the capped call transactions, prevailing market conditions, the anticipated principal amount of the notes, which could differ based upon market conditions, the anticipated use of the proceeds of the offering, which could change as a result of market conditions or for other reasons, the impact of general economic, industry or political conditions in the United States or internationally, and the entry into the capped call transactions and the actions of the option counterparties and their respective affiliates and whether the capped call transactions will become effective. The foregoing list of risks and uncertainties is illustrative, but is not exhaustive. For information about other potential factors that could affect Adesto’s business and financial results, please review the “Risk Factors” described in Adesto’s Annual Report on Form 10-K for the year ended December 31, 2018 and Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 filed with the Securities and Exchange Commission, or SEC, and in Adesto’s other filings with the SEC. Except as may be required by law, Adesto undertakes no obligation, and does not intend, to update these forward-looking statements after the date of this release.
Source: Adesto Technologies Corporation
Adesto Media Contact
Adesto Investor Relations:
Leanne K. Sievers
Entelligent, Societe Generale Partner to Offer First-of-its-Kind Climate Change Investment Product
The partnership centers on Entelligent’s proprietary, predictive modeling system to mitigate climate risk resulting in a fixed income annuity offered by one of Europe’s largest financial institutions
BOULDER, Colo., Oct. 17, 2019 (GLOBE NEWSWIRE) — Entelligent, a Colorado technology company focused on climate change, announced today a first-of-its-kind partnership to create a unique, custom investment solution, using Entelligent’s Smart Climate® “E-Score.”
Entelligent believes asset managers need options beyond divestment to better manage portfolios against the backdrop of the growing systemic risk posed by climate change. Entelligent’s adaptive intellectual property allows investment managers and owners to direct their capital toward companies that are addressing climate risk by increasing investments in energy efficiency, thus reducing their environmental impact. An examination of Entelligent’s IP has been successfully completed by the U.S. Patent Office and a patent will be awarded shortly.
Entelligent’s Smart Climate approach assists investors in managing their exposure to climate change risk, from regulatory efforts to mitigate carbon emissions to the physical effects of climate change and the transition to new energy technologies. The model has been developed since 2012 by Entelligent’s industry experts, climate scientists, and financial professionals, using investment signals to help asset managers construct more risk-resilient portfolios and direct investments toward greater carbon emission reductions as the world moves away from fossil fuels.
Societe Generale, one of the leading European financial services groups, is the first major financial institution to market a product that incorporates Entelligent’s proprietary, predictive climate model in an effort to improve financial performance. Societe Generale is a founding signatory of the Principles for Responsible Banking, and has committed to reducing its exposure to the thermal coal sector to zero by 2040.
The partnership was borne out of discussions with Societe Generale’s Head of Sustainable Investment Solutions for Global Markets, Isabelle Millat. The product, a fixed income annuity for the insurance industry, is part of its multi-product platform focusing on delivering high quality investment and risk management solutions to asset managers, pension funds, private banks, banks, insurance companies, hedge funds, family offices and sovereign funds and retail network distributors around the world.
Entelligent’s Smart Climate’s E-Scores technology met Societe Generale’s stringent requirements, yielding data not only on resilience to climate risk but also on the financial alpha of its ESG products.
“This is a moment where the engine of capitalism is essential to addressing climate change – the existential crisis of our time,” says Thomas H. Stoner, Jr., CEO of Entelligent.
In July, Entelligent announced agreements with S-Network, a NYC-based leading ESG indexing company, and FactSet, an international open financial data and software solutions company. These strategic distribution partnerships will allow Entelligent to accelerate the commercialization of the Smart Climate E-Scores.
Entelligent has contemporarily launched a Series A equity raise to fund its next phase of growth and provide the market with an alternative and independent data source in the exploding domain of ESG data, especially related to climate change risk.
Entelligent’s Smart Climate® Data and Analytics are a “top down” climate scenario analytics platform of formulas, systems and indices that assess the climate risk of an investment portfolio and provide critical analytics at the individual security level. Our Smart Climate Solutions can assist asset managers and owners in evaluating portfolio performance by relating both risk and return to a series of critical environmental metrics.
Parker to Webcast Annual Meeting of Shareholders on October 23, 2019 at 9:00 a.m. Eastern Time
CLEVELAND, Oct. 17, 2019 (GLOBE NEWSWIRE) — Parker Hannifin Corporation (NYSE: PH), the global leader in motion and control technologies, today announced that it will webcast its Annual Meeting of Shareholders, which is scheduled for Wednesday, October 23, 2019, beginning at 9:00 a.m. Eastern time. The live webcast of the annual meeting will be accessible on Parker’s investor information website at www.phstock.com and will be archived on the site for one year.
Parker Hannifin is a Fortune 250 global leader in motion and control technologies. For more than 100 years the company has engineered the success of its customers in a wide range of diversified industrial and aerospace markets. Parker has increased its annual dividend per share paid to shareholders for 63 consecutive fiscal years, among the top five longest-running dividend-increase records in the S&P 500 index. Learn more at www.parker.com or @parkerhannifin.
CONTACT: Contact: Media – Aidan Gormley, Director, Global Communications and Branding 216/896-3258 firstname.lastname@example.org Financial Analysts – Robin J. Davenport, Vice President, Corporate Finance 216/896-2265 email@example.com
Data Storage Corporation Issues Statement About Promotional Activity Concerning Its Common Stock
MELVILLE, N.Y., Oct. 17, 2019 (GLOBE NEWSWIRE) — Data Storage Corporation (OTCQB: DTST) (“DSC” and the “Company”), a provider of diverse business continuity, disaster recovery protection and cloud solutions, announces that it has been notified by OTC Markets Group Inc. (“OTC Markets”) about recent trading and promotional activity concerning the Company’s common stock.
On October 15, 2019, OTC Markets informed the Company that (i) it became aware of certain promotional activities concerning Data Storage Corporation and its common stock, including the distribution of promotional newsletter emails by unaffiliated third-party sources, including, BeatPennyStocks.com, owned and operated by Stellar Media Group, LLC, and MakePennyStocksGreatAgain.com, owned and operated by Link Media, encouraging investors to purchase the Company’s common stock and (ii) that this promotional activity has had an effect on trading activity and the market for the Company’s securities. The Company understands this promotional activity coincided with higher than average trading volume and fluctuations in the Company’s stock price. The Company was unaware of the promotional activity until informed by OTC Markets, and is unaware of the full nature of the promotional activity, the extent of the dissemination, or the responsible parties. The Company is not affiliated in any way with the authors of the promotional materials identified by OTC Markets.
The Company has reviewed the statements in the promotional materials provided by the Issuer Compliance of the OTC Markets. While it appears that certain statements and claims made in the promotional materials were factually correct as they were taken from the Company’s website, historical press releases and other public documents, the Company has determined that certain statements included in these promotional materials related to the Company and its business might be read as false and/or misleading and readers should not place undue reliance on these promotional materials.
In addition, the Company understands that there are statements made in the promotional materials which may be deemed to encourage investors to purchase the common stock of the Company. Such statements only express the view of the authors. The Company disclaims any potentially exaggerated or misleading statements contained in the promotional materials.
Readers of the promotional materials should not place undue reliance on the promotional materials. Specifically, the Company does not condone the use of sensational language to describe the Company’s business prospects or the growth potential of the Company’s industry.
The Company encourages investors to review the business of the Company on its own merits. The Company does not condone any statements made regarding the urgency of investing in the Company’s common shares or any other similar statements. The Company notes that investing in the Company’s securities involves certain risks and uncertainties which investors should review prior to making any investment decision. The Company directs potential investors to rely solely on its filings and disclosures made with the U.S. Securities and Exchange Commission, available at www.sec.gov.
The Company has made inquiries of its executive officers, directors, controlling shareholders (i.e., shareholders owning 10% or more of the Company’s securities) and the third-party service provider regarding the promotional activities concerning the Company. Neither the Company, nor its executive officers, directors nor, to the Company’s knowledge, its controlling shareholders nor the third party service provider, were involved in any way with the creation or distribution of the promotional materials identified by OTC Markets. Additionally, neither the Company’s executive officers, directors nor, to the knowledge of the Company, any controlling shareholders or any third-party service providers, sold or purchased shares of common stock of the Company within the last 90 days.
Charles Piluso, the Company’s CEO, stated, “We continue to execute on our business model and remain extremely encouraged by the outlook for the business. While some of the information stated in these promotional materials, as it relates to DSC, does represent the core of our business solutions and the marketplace, we do not stand behind any future growth rates stated in the promotional materials, nor do such statements represent any guidance from DSC. Further, the Company is not involved in Artificial Intelligence or Virtual Reality, as stated in the promotional materials, but remains focused on our core solutions. Nevertheless, we strongly advise the public to continue to rely only on our press releases and filings with the Securities and Exchange Commission for any material information regarding the Company.”
The Company’s investor relations firm engaged since April 1, 2019 is Crescendo Communications, LLC (“Crescendo”). Prior to Crescendo, the Company engaged Andrew Barwicki Incorporated (“Barwicki”) from January 18, 2017 to March 31, 2019. Crescendo and Barwicki deny any prior knowledge of or involvement in the creation or distribution of the promotional materials. The Company has not engaged any third parties to provide investor relations services, public relations services or other related services since January 1, 2017 other than the above-mentioned firms.
The Company has not issued any shares or convertible instruments allowing conversion to equity securities at prices constituting a discount to the current market rate at the time of the issuance.
About Data Storage Corporation
The Company provides a highly secure, enterprise level cloud for IBM i Power systems and Windows, assisting companies in the migration process, while reducing capex and providing flexibility for seasonality with on-demand compute power. Clients have access to an array of solutions: Infrastructure as a Service, disaster recovery, voice and data, security, and email compliance & data analytics. The Company provides solutions to business, government, education and healthcare industries.
For more information, please visit http://www.DataStorageCorp.com.
Safe Harbor Provision
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that are intended to be covered by the safe harbor created thereby. All statements other than statements of historical fact contained herein, including, without limitation, statements regarding the Company’s future financial position, business strategy, plans and objectives, are forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expects,” “intends,” “plans,” “projects,” “estimates,” “anticipates,” or “believes” or the negative thereof or any variation thereon or similar terminology or expressions. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from results proposed in such statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can provide no assurance that such expectations will prove to have been correct. Important factors that could cause actual results to differ materially from the Company’s expectations include, but are not limited to, those factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and its other filings and submissions with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. Except as required by law, the Company assumes no obligation to update or revise any forward-looking statements.
Crescendo Communications, LLC
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