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Monroe Capital Corporation (NASDAQ:MRCC) Files An 8-K Submission of Matters to a Vote of Security Holders

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ME Staff 8-k
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Monroe Capital Corporation (NASDAQ:MRCC) Files An 8-K Submission of Matters to a Vote of Security Holders

About Monroe Capital Corporation (NASDAQ:MRCC)

Monroe Capital Corporation is a closed-end, non-diversified management investment company. The Company is a specialty finance company focused on providing financing primarily to lower middle-market companies in the United States. The Company’s investment objective is to maximize the total return to its stockholders in the form of current income and capital appreciation primarily through investments in senior, unitranche and junior secured debt, and unsecured subordinated debt and equity. The Company provides customized financing solutions focused primarily on senior secured, junior secured and unitranche (a combination of senior secured and junior secured debt in the same facility) debt, and subordinated debt and equity, including equity co-investments in preferred and common stock and warrants. The Company’s investment activities are managed by its investment advisor, Monroe Capital BDC Advisors, LLC (MC Advisors).

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GOLDRICH MINING COMPANY (OTCMKTS:GRMC) Files An 8-K Regulation FD Disclosure

By
ME Staff 8-k
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GOLDRICH MINING COMPANY (OTCMKTS:GRMC) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.  

 

On June 11, 2021, the Registrant issued the attached news release entitled “Goldrich Mining Releases Initial Assessment Report”, wherein the Company reported the results of the independent Initial Assessment Report (the “IA”) for the Company’s Chandalar Mine in the Chandalar Gold District in Alaska. The IA was prepared by Global Resources Engineering (“GRE”), a widely-respected mining engineering firm in Denver, Colorado.

Highlights – At $1,650 Base Case Gold Price:

·After-tax Net Present Value (NPV) (5%) of $64 million and Internal Rate of Return (IRR) of 139%  

·$25 million in Undiscounted After-tax Net Cash Flow (NCF) generated by year two and $72 million generated in total. 

·All-in sustaining costs of $799 per ounce of gold (Au) 

·After-tax payback period of 1.3 years after start of commercial production 

·Initial mine life of 7 years with significant potential to extend lifespan 

·Project also includes extensive additional upside with higher gold price and resource growth potential   

Due to new amendments recently adopted by the SEC to modernize property disclosure requirements for mining registrants, the preparation of the IA allows Goldrich to disclose Measured, Indicated, and Inferred resources for the first time.

Key Economic Results

Key Economic Results of the IA with a summarized gold price sensitivity analysis are as follows:

(1) Tax calculation includes use of a GRMC $39 million tax loss carryforward.

The IA uses a base case gold price of $1,650/oz, which is the 24-month trailing average gold price as required by the new SEC regulations. The base case shows robust economics with an after-tax undiscounted net cash flow of $72 million, an IRR of 139%, and a Payback Period of 1.3 years. At recent gold prices of around $1,900/oz, the sensitivity analysis shows an undiscounted after-tax cash flow of $95 million, an IRR of 180%, and a Payback Period of 1.2 years.

 

Mineral Resource Estimate

Pit-constrained Mineral Resource Estimate for the Little Squaw Creek Placer Deposit:

(1) Raw Gold – Gold as recovered from the placer deposit, historically 84% gold and 16% other metals like silver and copper (referred to as 840 fine).

(2) Fine Gold – Gold that is 99.99% pure (referred to as 9999 fine).

The Chandalar Mine resource database includes the results from 395 drill holes, totaling 35,930 feet from three previous drilling campaigns (2007: 104 holes totaling 15,400 feet; 2013: 61 holes totaling 6,300 feet; and, 2017: 230 holes totaling 14,300 feet). The Mineral Resource estimate is based on a gold cutoff grade of 0.002 raw troy ounces (840 fineness) per bank cubic yard (bcy) at an assumed gold price of 1,600 $/tr oz, assumed mining cost of $4.50/bcy, assumed processing and administrative cost of $7.25/bcy, an assumed metallurgical recovery of 84%, and pit slopes of 45 degrees.

 

To determine the accuracy of the block model used for the resource estimation, GRE completed various studies, including a production reconciliation to the block model. The reconciliation compared the reported raw ounces produced from 2009 through 2018 with the estimated raw ounces using the consolidated mined-out surface for the same time period as summarized in the table below:

The block model estimated 47,700 raw ounces (at an assumed cutoff grade of 0.002 ounces per yard [opy]) compared to actual production of 53,900 raw ounces, which was 12% greater than the estimate. If actual future production continues to be greater than the block model estimate as it has in the past, this would further strengthen the project’s already highly profitable projected economics.

Capital and Operating Cost

Estimated capital costs total $25.6 million, including initial capital of $15.1 million. Capital costs for the project include mining production and support equipment leases that assume 25% down payment of the purchase price and a lease term varying from 20 to 26 quarters, depending on the piece of equipment and when it is needed on the project at 5% interest. They also include a heavy equipment shop and fuel station, process equipment, camp, and site development.

 

The estimated operating costs total $95.2 million over 7 years, with a cash operating cost of $646/fine Au oz and an all-in sustaining cost of $799/fine Au oz. Operating cash costs are based on a surface mine plan, haul cycle analysis, drill and blast cost analysis, with delivery to the remote mining site by either air (landing strip already available at the mine site) or by a winter ice road. Remote labor rates and burdens were used that are consistent with other remote mining operations in the arctic region of Alaska. Power costs for the camp and wash plants is based on generated power using diesel fuel.

Preliminary Economic Assessment

GRE has also prepared a Preliminary Economic Assessment (PEA) according to Canadian 43-101 standards, which is similar to the U.S. IA, but the PEA will not be released unless Goldrich lists on a Canadian stock exchange.

Item 9.01Financial Statements and Exhibits. 

(d)Exhibits 

Exhibit No.Description 

96.1Initial Assessment Chandalar Mine 

99.1News Release, June 11, 202 

* Furnished to, not filed with, the SEC to Item 7.01 above.


GOLDRICH MINING CO Exhibit
EX-96.1 2 report_ex96z1.htm EXHIBIT 96.1 Exhibit 96.1     Date and Signature Page This Technical Report on the Chandalar Project is submitted to Goldrich Mining Company and is effective May 31,…
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About GOLDRICH MINING COMPANY (OTCMKTS:GRMC)

Goldrich Mining Company is an exploration-stage minerals company. The Company is engaged in the business of acquiring and advancing mineral properties to the discovery points. The Company’s mineral exploration prospects are contained within its Chandalar property, located approximately 190 air miles north of Fairbanks, Alaska and over 40 air miles east of the Dalton Highway. The Chandalar property contains both the Company’s Chandalar hard-rock (lode) gold project and the Little Squaw Creek alluvial gold mine. The Company has completed approximately 15,000 feet of drilling on the upper half of the Little Squaw Creek placer project and outlined over 10.5 million cubic yards of mineralized material, at an average head grade of over 0.025 ounces of gold per cubic yard for an estimated total of approximately 250,000 contained ounces. The Company’s Chandalar property is approximately 22,860 acres, consisting of patented federal mining claims and unpatented State of Alaska mining claims.

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CYCLACEL PHARMACEUTICALS, INC. (NASDAQ:CYCC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

By
ME Staff 8-k
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CYCLACEL PHARMACEUTICALS, INC. (NASDAQ:CYCC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

(e)           On June 15, 2021, the Board of Directors (the “Board”) of Cyclacel Pharmaceuticals, Inc. (the “Company”), after consultation with the Compensation and Organisation Development Committee of the Board of Directors (the “Committee”), approved the renewal of the employment agreements (each, an “Employment Agreement”) of Spiro Rombotis, the President and Chief Executive Officer of the Company, and Paul McBarron, the Executive Vice President – Finance, Chief Operating Officer and Secretary of the Company, such renewals to be effective from January 1, 2021 through January 1, 2023.

Employment Agreement for Spiro Rombotis

to Mr. Rombotis’ Employment Agreement, Mr. Rombotis’ initial annual base salary remains unchanged at $530,553, which may be increased by the Committee from time to time, and he may also be eligible for a yearly incentive cash bonus based on a percentage of his then current base salary if he meets certain corporate and individual performance criteria set by the Committee at the beginning of each year of employment, subject to the approval of the Board. The Agreement also provides for reimbursement of reasonable and necessary expenses incurred by Mr. Rombotis in connection with the performance of his services. In addition, Mr. Rombotis is entitled to employment benefits in accordance with the Company’s benefit policies in effect from time to time.

The Agreement also provides for certain severance arrangements for Mr. Rombotis. In the event that Mr. Rombotis’ employment is terminated without “cause,” other than termination for a “change of control” (each as defined in the Agreement), the Company will be required to pay Mr. Rombotis (i) all accrued but unpaid compensation up to the time of such termination; (ii) for a period of twelve months following such termination, severance payments in the form of continuation of his base salary as in effect immediately prior to such termination, including coverage of his medical care and life insurance, unless Mr. Rombotis obtains substitute coverage (the “Severance Payments”); and (iii) six months’ accelerated vesting of any options held by Mr. Rombotis. In the event that Mr. Rombotis’ employment is terminated within six months following a “change in control” event, Mr. Rombotis will be entitled to (i) all accrued but unpaid compensation up to the time of such termination; (ii) Severance Payments for a period of 24 months; (iii) out-of-pocket expenses reasonably incurred by Mr. Rombotis in connection with his and his family’s relocation to London; and (iv) 18 months’ accelerated vesting of any options held by him. In the event of termination due to his death or disability, the Company is required to pay Mr. Rombotis (or his estate, as the case may be) (i) all accrued but unpaid compensation up to the time of such termination; (ii) Severance Payments for a period of twelve months; and (iii) he will be entitled to twelve months’ accelerated vesting of his options.

In addition, Mr. Rombotis also agreed to certain confidentiality and assignment of inventions obligations and will be subject to certain non-competition obligations for a period of one year following termination of his employment.

Employment Agreement for Paul McBarron

to Mr. McBarron’s Employment Agreement, Mr. McBarron’s initial annual base salary remains unchanged at £208,859, which may be increased by the Committee from time to time, and he may also be eligible for a yearly incentive cash bonus based on a percentage of his then current base salary if he meets certain corporate and individual performance criteria set by the Committee at the beginning of each year of employment, subject to the approval of the Board. The Agreement also provides for reimbursement of reasonable and necessary expenses incurred by Mr. McBarron in connection with the performance of his services. In addition, Mr. McBarron is entitled to employment benefits in accordance with the Company’s benefit policies in effect from time to time.

The Agreement also provides for certain severance arrangements for Mr. McBarron. In the event that Mr. McBarron’s employment is terminated without “cause,” other than termination for a “change of control” (each as defined in the Agreement), the Company will be required to pay Mr. McBarron (i) all accrued but unpaid compensation up to the time of such termination; (ii) Severance Payments for a period of twelve months following such termination; and (iii) six months’ accelerated vesting of any options held by Mr. McBarron. In the event that Mr. McBarron’s employment is terminated within six months following a “change in control” event, Mr. McBarron will be entitled to (i) all accrued but unpaid compensation up to the time of such termination; (ii) Severance Payments for a period of 12 months; and (iii) 18 months’ accelerated vesting of any options held by him. In the event of termination due to his death or disability, the Company is required to pay Mr. McBarron (or his estate, as the case may be) (i) all accrued but unpaid compensation up to the time of such termination; (ii) Severance Payments for a period of twelve months; and (iii) he will be entitled to twelve months’ accelerated vesting of his options.

In addition, Mr. McBarron agreed to certain confidentiality and assignment of inventions obligations and will be subject to certain non-competition obligations for a period of one year following termination of his employment.

Mr. McBarron’s Agreement also contains certain provisions to assure compliance under the laws of the United Kingdom, Mr. McBarron’s place of employment.

The foregoing descriptions of the Employment Agreements do not purport to be complete and are qualified in their entirety by reference to the forms of Employment Agreements filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 5.07              Submission of Matters to a Vote of Security Holders.

(a)           The Annual Meeting of Cyclacel Pharmaceuticals, Inc. (the “Company”) was held on June 15, 2021 (the “Annual Meeting”).

(b)           Proposals Submitted to the Company’s Stockholders

The following proposals were submitted to the holders of the Company’s shares of common stock and voted upon at the Annual Meeting: (i) the reelection of three Class 3 directors to the Company’s board of directors, (ii) the ratification of the selection of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021, (iii) the approval of an amendment to the Company’s 2018 Equity Incentive Plan, and (iv) the approval, on an advisory basis, of the executive compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement.

Proposals Submitted to Holders of Common Stock

(i)            Votes of the common stockholders regarding the election of the Class 3 director nominees were as follows:

10.1 Employment Agreement between Cyclacel Pharmaceuticals, Inc. and Spiro Rombotis
10.2 Employment Agreement between Cyclacel Pharmaceuticals, Inc. and Paul McBarron


Cyclacel Pharmaceuticals, Inc. Exhibit
EX-10.1 2 tm2120056d1_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   Execution Copy   EMPLOYMENT AGREEMENT   THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of January 1,…
To view the full exhibit click here

About CYCLACEL PHARMACEUTICALS, INC. (NASDAQ:CYCC)

Cyclacel Pharmaceuticals, Inc. operates in the field of cell cycle biology. The Company has generated various families of anticancer drugs that act on the cell cycle, including nucleoside analogs, cyclin dependent kinase (CDK) inhibitors, polo-like kinase (PLK) inhibitors and Aurora Kinase/vascular endothelial growth factor receptor (AK/VEGFR) inhibitors. Its family of anticancer drugs that act on the cell cycle include sapacitabine, seliciclib and CYC065. Its lead candidate, sapacitabine, is an orally available nucleoside analog. A number of nucleoside drugs, such as gemcitabine and cytarabine, also known as Ara-C, both generic drugs, are in use as conventional chemotherapies. Seliciclib, its lead CDK inhibitor, is an oral inhibitor of CDK2/9 enzymes that are central to the process of cell division and cell cycle control. Its second-generation CDK inhibitor, CYC065, is an inhibitor of CDKs targeting CDK2/9 enzymes with utility in both hematological malignancies and solid tumors.

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ODYSSEY MARINE EXPLORATION, INC. (NASDAQ:OMEX) Files An 8-K Entry into a Material Definitive Agreement

By
ME Staff 8-k
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ODYSSEY MARINE EXPLORATION, INC. (NASDAQ:OMEX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.


ODYSSEY MARINE EXPLORATION INC Exhibit
EX-10.1 2 d192848dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 THIRD AMENDED AND RESTATED INTERNATIONAL CLAIMS ENFORCEMENT AGREEMENT This Third Amended and Restated International Claims Enforcement Agreement (this “Agreement”),…
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About ODYSSEY MARINE EXPLORATION, INC. (NASDAQ:OMEX)

Odyssey Marine Exploration, Inc. (Odyssey) is a deep-ocean exploration company. The Company’s techniques are applied to mineral exploration, shipwreck cargo recovery, and other marine survey and exploration charter services. The Company is engaged in discovering shipwreck sites in the deep ocean and conducting archaeological excavations with remotely operated vehicles (ROVs). Its shipwreck discoveries include the SS Republic, HMS Victory, Black Swan, La Marquise de Tourny and other unidentified shipwrecks. The Company offers exploration services, including geophysical and geotechnical assessments of seabed mineral deposits to companies, including its subsidiaries and companies, in which it holds an equity position, as a resource development partner. The Company evaluates or explores various types of seabed mineral deposits, such as phosphorites, polymetallic nodules and seafloor massive sulfides. Odyssey offers its marine exploration services to third-party companies.

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ARLINGTON ASSET INVESTMENT CORP. (NYSE:AI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

By
ME Staff 8-k
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ARLINGTON ASSET INVESTMENT CORP. (NYSE:AI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Arlington Asset Investment Corp. (the “Company”) held its annual meeting of shareholders (the “Annual Meeting”) on June 15, 2021.  At the Annual Meeting, the Company’s 2021 Long-Term Incentive Plan (the “Plan”) was approved by the shareholders.

A summary of the Plan is included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2021 (the “Proxy Statement”) under the caption “Proposal No. 2 — Ratification of 2021 Long-Term Incentive Plan.”  Such summary is incorporated by reference into this Item 5.02 and is qualified in its entirety by reference to the full text of the Plan, which was filed as Annex A to the Proxy Statement and is incorporated by reference into this Item 5.02.  Forms of award agreements governing grants issuable under the Plan are attached hereto as Exhibits 10.2, 10.3, and 10.4.  

Item 5.07.Submission of Matters to a Vote of Security Holders.

The disclosure in Item 5.02 above is hereby incorporated by reference into this Item 5.07.

At the Annual Meeting, the shareholders voted on (i) the election of Daniel E. Berce, David W. Faeder, Melinda H. McClure, Ralph S. Michael, III, Anthony P. Nader, III and J. Rock Tonkel, Jr. to the Company’s Board of Directors for one-year terms expiring at the Company’s 2022 annual meeting of shareholders, (ii) a proposal to ratify the approval of the Plan, (iii) a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2021, and (iv) a proposal to approve, on an advisory (non-binding) basis, the Company’s executive compensation.  The shareholders elected all six nominees for director, approved the ratification of the Plan, approved the ratification of the appointment of PricewaterhouseCoopers LLP and approved, on an advisory basis, the Company’s executive compensation.

The final voting results of the matters voted on at the Annual Meeting are set forth below:

Proposal No. 1 — Election of Directors:

Proposal No. 2 — Ratification of the Approval of the Company’s 2021 Long-Term Incentive Plan:

Proposal No. 3 — Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm:

Proposal No. 4 — Advisory Vote on Executive Compensation:

Further information regarding these proposals is set forth in the Proxy Statement.

Definitive Proxy Statement on Schedule 14A filed on April 29, 2021 and incorporated by reference herein).

*Filed herewith.

Arlington Asset Investment Corp. Exhibit
EX-10.2 2 ai-ex102_6.htm EX-10.2 ai-ex102_6.htm Exhibit 10.2   [Arlington Asset Investment Corp. Letterhead] [Date]     Name Street Address City,…
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About ARLINGTON ASSET INVESTMENT CORP. (NYSE:AI)

Arlington Asset Investment Corp. is a principal investment firm. The Company acquires and holds a levered portfolio of residential mortgage-backed securities (MBS), consisting of agency MBS and private-label MBS. The Company may invest in other types of residential mortgage assets, such as residential mortgage loans, mortgage servicing rights and government sponsored enterprise (GSE) credit risk transfer securities, as well as other types of assets, including commercial MBS, asset backed securities, other structured securities, commercial mortgage loans, commercial loans, and other real estate-related loans and securities. The Company’s Agency MBS include residential mortgage pass-through certificates for which the principal and interest payments are guaranteed by a United States Government agency or GSE, such as the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation. Its subsidiary is Rosslyn REIT Trust, which is a real estate investment trust.

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AZURRX BIOPHARMA, INC. (NASDAQ:AZRX) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

By
ME Staff 8-k
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AZURRX BIOPHARMA, INC. (NASDAQ:AZRX) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 15, 2021, AzurRx BioPharma, Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market, LLC (“Nasdaq”) indicating that, based upon the closingbid priceof the Company’s common stock, par value $0.0001 per share (“Common Stock”), for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimumbid priceof $1.00 per share for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Notice”).
The Notice has no immediate effect on the continued listing status of the Company\’s Common Stock on the Nasdaq Capital Market, and, therefore, the Company\’s listing remains fully effective.
The Company is provided a compliance period of 180 calendar days from the date of the Notice, or until December 13, 2021, to regain compliance with the minimum closing bid requirement, to Nasdaq Listing Rule 5810(c)(3)(A). If at any time before December 13, 2021, the closing bid price of the Company’s Common Stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, subject to Nasdaq’s discretion to extend this period to Nasdaq Listing Rule 5810(c)(3)(G), Nasdaq will provide written notification that the Company has achieved compliance with the minimum bid price requirement, and the matter would be resolved. If the Company does not regain compliance during the compliance period ending December 13, 2021, then Nasdaq may grant the Company a second 180 calendar day period to regain compliance, provided the Company (i) meets the continued listing requirement for market value of publicly-held shares and all other initial listing standards for the Nasdaq Capital Market, other than the minimumclosing bid pricerequirement and (ii) notifies Nasdaq of its intent to cure the deficiency.
The Company will continue to monitor the closingbid price of its Common Stock and seek to regain compliance with all applicable Nasdaq requirements within the allotted compliance periods. If the Company does not regain compliance within the allotted compliance periods, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company\’s Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the minimumbid price requirement during the 180-day compliance period, secure a second period of 180 days to regain compliance or maintain compliance with the other Nasdaq listing requirements.

About AZURRX BIOPHARMA, INC. (NASDAQ:AZRX)

AzurRx BioPharma, Inc. is a clinical development-stage biopharmaceutical company. The Company is engaged in the research and development of non-systemic biologics for the treatment of patients with gastrointestinal (GI) disorders. The Company’s product pipeline consists of two therapeutic proteins, such as MS1819 and AZX1101. MS1819 is an acid-resistant secreted lipase produced by Yarrowia lipolytica, known as LIP2, that the Company is developing through recombinant deoxyribonucleic acid (DNA) technology for the treatment of exocrine pancreatic insufficiency (EPI), associated with chronic pancreatitis (CP) and cystic fibrosis (CF). AZX1101 is a recombinant-lactamase combination of bacterial origin under development for the prevention of hospital-acquired infections by resistant bacterial strains induced by parenteral administration of b-lactam antibiotics (known as nosocomial infections), as well as the prevention of antibiotic-associated diarrhea (AAD).

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CLS HOLDINGS USA, INC. (OTCMKTS:CLSH) Files An 8-K Entry into a Material Definitive Agreement

By
ME Staff 8-k
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CLS HOLDINGS USA, INC. (OTCMKTS:CLSH) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01          Entry into a Material Definitive Agreement.

CLS Holdings USA, Inc. (the “Company”) has a civil action pending in the Superior Court Business Litigation Session of the Suffolk County Superior Court known as CLS Massachusetts, Inc. and CLS Holdings USA, Inc. v. In Good Health Inc. (the “Action”). On June 14, 2021, the parties to the Action entered into a Confidential Settlement Agreement to resolve the Action and a Secured Promissory Note dated and executed by In Good Health Inc. (“IGH”) in favor of the Company effective on June 11, 2021 (the “Promissory Note”). to the Promissory Note, IGH shall pay to the Company the total sum of Three Million Dollars ($3,000,000)(the “Note Payment”). Five Hundred Thousand Dollars ($500,000) of the Note Payment shall be due and payable on or before June 21, 2021. A second payment of Five Hundred Thousand Dollars ($500,000) of the Note Payment shall be due and payable on or before July 12, 2021. The remaining Two Million Dollars ($2,000,000) of the Note Payment and accrued interest shall be paid in equal, monthly installments for each of the twelve (12) months, beginning on August 12, 2021, and to the terms set forth in the Promissory Note.

The foregoing description of the Promissory Note is a summary description and is qualified in its entirety by reference to the full text of the Promissory Note, which is incorporated by reference hereto and filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)          Exhibits

 
 

CLS Holdings USA, Inc. Exhibit
SEC.gov | Request Rate Threshold Exceeded html {height: 100%} body {height: 100%; margin:0; padding:0;} #header {background-color:#003968; color:#fff; padding:15px 20px 10px 20px;font-family:Arial,…
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About CLS HOLDINGS USA, INC. (OTCMKTS:CLSH)

CLS Holdings USA, Inc., is engaged in developing a method of extracting cannabinoids from cannabis plants and converting the resulting cannabinoid extracts into concentrates. The Company’s concentrates include oils, waxes, edibles and shatter. These concentrates may be ingested in various ways, including through vaporization through electronic cigarettes (e-cigarettes), and used for a range of pharmaceutical and other purposes. The Company intends to monetize extraction method through the licensing of its methods and processes to others, as in the Colorado Arrangement; the processing of cannabis for others, and the purchase of cannabis and the processing and sale of cannabis-related products. The Company’s products and services include Licensing Operations, Processing Revenue, Processing Facilities and Sale of Products and Brand Creation. As of May 31, 2016, the Company had not generated any revenues.

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IRONSTONE GROUP, INC. (OTCMKTS:IRNS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

By
ME Staff 8-k
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IRONSTONE GROUP, INC. (OTCMKTS:IRNS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 25, 2021, the Board of Directors of Ironstone Group, Inc., made the following appointments:

William Mayer as Chairman of the Board of Directors

Harold Bradley as Board of Directors member

Michael Huyghue as Board of Directors member

Eugene Yates as CFO

Further, on March 25, 2021, the Board of Directors of Ironstone Group, Inc. affirmed the following:

William Hambrecht, CEO and Board of Directors member

George Hambrecht, Board of Directors member

About IRONSTONE GROUP, INC. (OTCMKTS:IRNS)

Ironstone Group, Inc. is reviewing options and new business opportunities. As of December 31, 2014, the Company had no operations. The Company has not generated any revenue. The Company’s subsidiaries include AcadiEnergy, Inc., Belt Perry Associates, Inc., DeMoss Corporation, and TaxNet, Inc.

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STAFFING 360 SOLUTIONS, INC. (NASDAQ:STAF) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

By
ME Staff 8-k
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STAFFING 360 SOLUTIONS, INC. (NASDAQ:STAF) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on June 3, 2020, Staffing 360 Solutions, Inc. (the “Company”) received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was no longer in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1). As previously disclosed, a hearing before a Nasdaq Hearings Panel (the “Panel”) was held on January 21, 2021, and the Company was granted an extension to regain compliance until February 28, 2021, which was subsequently further extended to May 31, 2021.

On June 11, 2021, the Company received a letter from Nasdaq notifying the Company that the Panel had determined to delist the shares of the Company from Nasdaq and that trading in those shares would be suspended effective at the open of business on June 15, 2021. However, due to a procedural issue, the Panel determined not to implement the decision and afforded the Company an opportunity to make an additional submission for the Panel’s consideration. The Company has made the submission and is now awaiting the Panel’s final listing determination, which could be issued at any time. The Company will make a further announcement promptly following receipt of the forthcoming Panel decision.


About STAFFING 360 SOLUTIONS, INC. (NASDAQ:STAF)

Staffing 360 Solutions, Inc. operates in the staffing sector. The Company is engaged in the execution of a global buy-and-build strategy through the acquisition of domestic and international staffing organizations in the United States and the United Kingdom. Its targeted consolidation model is focused on the finance and accounting, administrative, engineering and information technology (IT) staffing space.

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Mymetics Corporation (OTCMKTS:MYMX) Files An 8-K Changes in Registrant’s Certifying Accountant

By
ME Staff 8-k
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Mymetics Corporation (OTCMKTS:MYMX) Files An 8-K Changes in Registrant’s Certifying Accountant
Item 4.01 Changes in Registrant’s Certifying Accountant.

On June 15, 2021, the registrant (“Mymetics” or the “Company”), through and with the approval of its Audit Committee, appointed Fruci & Associates II, PLLC (“Fruci & Associates”) to replace BDO USA, LLP (“BDO”) as its independent registered public accounting firm following BDO informing the Company that BDO had increased its fees to audit and review the Company’s financial statements.
BDO’s reports on the Company’s financial statements as of and for the fiscal years ended December 31, 2020 and 2019, contained an explanatory paragraph that raises substantial doubt about the Company’s ability to continue as a going concern. Other than the going concern matter, the reports of BDO on the financial statements of the Company for the fiscal years ended December 31, 2020 and 2019, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s fiscal years ended December 31, 2020 and 2019, and through June 15, 2021, there were no disagreements between the Company and BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the subject matter of the disagreements in connection with its audit reports on the Company’s financial statements. During the Company’s past fiscal years ended December 31, 2020 and 2019, and the interim period through March 31, 2021, BDO did not advise the Company of any of the matters specified in Item 304(a)(1)(v) of Regulation S-K.
The Company provided BDO with a copy of this report on Form 8-K in accordance with Item 304(a) of Regulation S-K prior to its filing with the Securities and Exchange Commission and requested that BDO furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements and, if it does not agree, the respects in which it does not agree. A copy of the letter from BDO is filed as Exhibit 16.1 hereto.
During the Company’s two most recently completed fiscal years and through the date of engagement of Fruci & Associates, neither the Company nor anyone on behalf of the Company consulted with Fruci & Associates regarding (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements as to which the Company received a written report or oral advice that was an important factor in reaching a decision on any accounting, auditing or financial reporting issue; or (b) any matter that was the subject of a disagreement or a reportable event as defined in Items 304(a)(1)(iv) and (v), respectively, of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
16.1 Letter from BDO USA, LLP dated June 17, 2021

MYMETICS CORP Exhibit
EX-16.1 2 mymx_ex16-1.htm LETTER FROM BDO USA,…
To view the full exhibit click here

About Mymetics Corporation (OTCMKTS:MYMX)

Mymetics Corporation is a vaccine company. The Company is focused on developing vaccines for infectious diseases. The Company has over five vaccine candidates in its pipeline: human immunodeficiency virus type 1 (HIV-1)/acquired immune deficiency syndrome (AIDS), intra nasal Influenza, Malaria, Herpes Simplex Virus (HSV) and the Respiratory Syncitial Virus (RSV) vaccine. Its technology utilizes virosomes, lipid-based carriers containing functional fusion viral proteins and natural membrane proteins, in combination with rationally designed antigens. Its prophylactic HIV-1 vaccine candidate is constituted of virosomes linked to conserved antigens derived from the HIV-1 glycoprotein 41 (gp41) proteins from the clade B. The RSV vaccine consists of the reconstituted membrane of RSV containing the native viral proteins. The HSV vaccine candidate consists of the reconstituted membrane of HSV-1 or HSV-2. The intranasal influenza vaccine includes the reconstituted membrane of influenza virus.

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