Latest news with #SecuritiesActof1933
Business Upturn
12 hours ago
- Business
- Business Upturn
UPDATED – Aureus Greenway Holdings , Inc. Announces Twenty Six Million Dollar Private Placement Priced At-The Market under Nasdaq Rules
Kissimmee, FL, July 23, 2025 (GLOBE NEWSWIRE) — Aureus Greenway Holdings Inc. (the 'Company', 'Aureus Greenway', 'we', 'us', 'our') (Nasdaq: AGH), an owner and operator of daily fee golf country clubs in the state of Florida, today announced that it has entered into definitive securities purchase agreements dated July 23, 2025 with accredited and institutional investors for the issuance and sale of units consisting of common stock (each a share of 'Common Stock') (or pre-funded warrants ('Pre-funded Warrants') to purchase in lieu thereof) together with common A warrants and common B warrants (each of the common A and common B warrants a 'Common Warrant') to purchase the same number of shares of common stock (or Pre-funded Warrants) of the Company at a price of 0.87 per unit, on a brokered private placement basis, for aggregate gross proceeds of approximately $26 million, before deducting fees and offering expenses. The Company will be issuing a combination of 29,885,057, shares of common stock (or Pre-funded Warrants in lieu thereof), common warrants A to purchase 29,885,057 shares of common stock, and common warrants B to purchase 29,885,057 shares of common stock. Each Pre-funded Warrant will entitle the holder to acquire one share of common stock at an exercise price of $0.0001 per share, each common warrant A will be immediately exercisable and entitle the holder to acquire one share of common stock at an exercise price of $1.00 per share, for a period of five years following the closing of the Offering and each common warrant B will be immediately exercisable and entitle the holder to acquire one share of common stock at an exercise price of $1.25 per share, for a period of five years following the closing of the Offering. The private placement is expected to close on July 25, 2025, subject to customary closing conditions. Advertisement The Company intends to use the proceeds from the offering for working capital and general corporate purposes. Revere Securities LLC and Dominari Securities LLC are acting as co- placement agents for the Offering. The securities 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 Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock and shares underlying the Pre-funded Warrants and Common Warrants to be issued in the private placement. Any resale of the Company's shares under such resale registration statement will be made only by means of a prospectus. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, 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. The securities will not be registered under the Securities Act or any state securities laws when issued at the closing of the private placement, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws. About Aureus Greenway Holdings Inc. Aureus Greenway Holdings Inc. (Nasdaq: AGH), owns and operates daily fee golf country clubs in the state of Florida that are designed to appeal to a wide-ranging population. The combination of our strategic locations and approachable golf-courses attracts both local and tourist demographics, allowing us to offer a variety of golf experiences while capturing a broad share of discretionary leisure spending. For more information, please visit our website at . Forward-Looking Statements This press release contains forward-looking statements within the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements include predictions, expectations, estimates, and other information that might be considered future events or trends, not relating to historical matters. These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements. Aureus Greenway's Annual Report on Form 10-K for the year ended December 31, 2024, and its periodic filings with the SEC provide a detailed discussion of these risks and uncertainties. There can be no assurance that Aureus Greenway will be able to complete the offering on the anticipated terms, or at all. Aureus Greenway does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, as required by law. Contact: Aureus Greenway Holdings Inc. [email protected] Disclaimer: The above press release comes to you under an arrangement with GlobeNewswire. Business Upturn takes no editorial responsibility for the same.
Business Wire
14 hours ago
- Business
- Business Wire
Pagaya Announces Pricing of Upsized $500 Million 8.875% Senior Unsecured Notes Offering
NEW YORK--(BUSINESS WIRE)--Pagaya Technologies LTD. (NASDAQ: PGY) ('Pagaya' or the 'Company'), a global technology company delivering AI-driven product solutions for the financial ecosystem, today announced that its wholly owned subsidiary, Pagaya US Holding Company LLC ('Pagaya US'), priced the offering of $500 million aggregate principal amount of 8.875% senior unsecured notes due 2030 (the 'notes') in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act') (a 'qualified institutional buyer'), that are qualified purchasers as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and the rules thereunder (the 'Investment Company Act') (a 'qualified purchaser'). These buyers must be acquiring the notes for their own account or for the account of another person, over which they exercise sole discretion, who also meets the criteria of a qualified institutional buyer and a qualified purchaser. The offering size was increased from the previously announced offering size of $450 million aggregate principal amount of notes as a result of strong demand on the offering. The issuance and sale of the notes is scheduled to settle on July 28, 2025, subject to customary closing conditions. The Company intends to use the net proceeds from the offering of the notes to repay all amounts outstanding under its existing credit facilities and to repay approximately $100 million of certain outstanding secured borrowings as well as to pay related fees and expenses, with the remainder for general corporate purposes. The notes will accrue interest at a rate of 8.875% per annum, payable semi-annually in arrears on August 1 and February 1 of each year, beginning on February 1, 2026. The notes will mature on August 1, 2030, unless earlier repurchased or redeemed. The notes will be fully and unconditionally guaranteed (the 'note guarantees'), on a senior unsecured basis, by Pagaya and each of Pagaya's subsidiaries (other than Pagaya US) that is a guarantor under its existing credit agreement (collectively, the 'Guarantors'). The notes and note guarantees will be senior unsecured obligations of Pagaya US and the Guarantors. The offering price of the notes is 100% of the principal amount of notes. Pagaya estimates that the net proceeds from the offering will be approximately $491 million, after deducting the initial purchasers' discounts and commissions and Pagaya's estimated offering expenses. The offer and sale of the notes and the note guarantees have not been, and will not be, registered under the Securities Act, the Investment Company Act or any other securities laws, and the notes cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. In addition, the notes may only be offered, sold or transferred to qualified institutional buyers that are also qualified purchasers and acquiring the notes for their own account or for the account of another person, over which they exercise sole discretion, who also meets the criteria of a qualified institutional buyer and a qualified purchaser. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes, nor will there be any sale of the notes, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful. About Pagaya Technologies Pagaya (NASDAQ: PGY) is a global technology company making life-changing financial products and services available to more people nationwide, as it reshapes the financial services ecosystem. By using machine learning, a vast data network and an AI-driven approach, Pagaya provides comprehensive consumer credit and residential real estate products for its partners, their customers, and investors. Its proprietary API and capital solutions integrate into its network of partners to deliver seamless user experiences and greater access to the mainstream economy. Pagaya has offices in New York and Tel Aviv. Cautionary Note About Forward-Looking Statements This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. These forward-looking statements give our expectations or forecasts of future events and can generally be identified by the words 'anticipate,' 'believe,' 'continue,' 'can,' 'could,' 'estimate,' 'expect,' 'intend,' 'may,' 'opportunity,' 'future,' 'strategy,' 'might,' 'outlook,' 'plan,' 'possible,' 'potential,' 'predict,' 'project,' 'should,' 'strive,' 'will,' 'would,' 'will be,' 'will continue,' 'will likely result,' and similar expressions. All statements other than statements of historical fact are forward-looking statements, including statements regarding the completion of the offering and the expected amount and intended use of the net proceeds. Actual results may differ from those set forth in this press release due to the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the offering and the other risks and uncertainties described in the Company's filings with the SEC, included under the heading 'Risk Factors' in the Company's Annual Report on Form 10-K and any subsequent filings with the SEC. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These forward-looking statements reflect the Company's views with respect to future events as of the date hereof and are based on assumptions and subject to risks and uncertainties. The Company may not consummate the offering described in this press release and, if the offering is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds as described above. Given these uncertainties, investors should not place undue reliance on these forward-looking statements. The forward-looking statements are made as of the date hereof, reflect the Company's current beliefs and are based on information currently available as of the date they are made, and the Company assumes no obligation and does not intend to update these forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Business Wire
15 hours ago
- Business
- Business Wire
Biote Schedules Second Quarter 2025 Financial Results Release and Conference Call
IRVING, Texas--(BUSINESS WIRE)--biote Corp. (Nasdaq: BTMD) ('Biote' or the 'Company'), a leading solutions provider in preventive health care through the delivery of personalized hormone optimization and therapeutic wellness, today announced the Company will provide second quarter financial results on Wednesday, August 6, 2025, after the close of the market. A conference call to discuss the firm's results will be held at 5:00 p.m. ET. the same day. Conference Call Details The conference call may be accessed by dialing (844) 481-2820 (U.S toll-free) or (412) 317-0679 (International). The live webcast of the call can be accessed using the following link: biote Corp. Second Quarter Earnings Call. A replay of the webcast will be available on the Events page of the Biote Investor Relations website, found here, shortly after the event concludes. About Biote Biote is transforming healthy aging through innovative, personalized hormone optimization and therapeutic wellness solutions delivered by Biote-certified medical providers. Biote trains practitioners to identify and treat early indicators of aging conditions, an underserved global market, providing affordable symptom relief for patients and driving clinic success for practitioners. Forward-Looking Statements This press release contains certain 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. Some of the forward-looking statements can be identified by the use of forward-looking words. Statements that are not historical in nature, including the words 'may,' 'can,' 'should,' 'will,' 'estimate,' 'plan,' 'project,' 'forecast,' 'intend,' 'expect,' 'hope,' 'anticipate,' 'believe,' 'seek,' 'target,' 'continue,' 'could,' 'might,' 'ongoing,' 'potential,' 'predict,' 'would' and other similar expressions, are intended to identify forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual results or developments to differ materially from those expressed or implied by such forward-looking statements, including but not limited to: the success of our dietary supplements to attain significant market acceptance among clinics, practitioners and their patients; our customers' reliance on certain third parties to support the manufacturing of bio-identical hormones for prescribers; our and our customers' sensitivity to regulatory, economic, environmental and competitive conditions in certain geographic regions; our ability to increase the use by practitioners and clinics of the Biote Method at the rate that we anticipate or at all; our ability to grow our business; the significant competition we face in our industry; the impact of strategic acquisitions and the implementation of our growth strategies; our limited operating history; our ability to protect our intellectual property; the heavy regulatory oversight in our industry; changes in applicable laws or regulations; the inability to profitably expand in existing markets and into new markets; the possibility that we may be adversely impacted by other economic, business and/or competitive factors, including international tariffs and the impact of hurricane and other natural disasters; and future exchange and interest rates. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and other risks and uncertainties described in the 'Risk Factors' section of Biote's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the 'SEC') on March 14, 2025, Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the SEC on May 9, 2025, and other documents filed by Biote from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Biote assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Biote does not give any assurance that it will achieve its expectations.
Yahoo
21 hours ago
- Business
- Yahoo
Adios Ignites with Massive Launch Weekend - Millions in Distributor Commitments, 135M+ Impressions, and Surging Pre-Sales
Backed by Manny Pacquiao and Cookies®, Adios Becomes One of the Hottest Beverage Debuts of the Year Ahead of August 15 Launch JACKSON, WY / / July 23, 2025 / Labor Smart Inc. (OTCID:LTNC), a Wyoming-based public company, is thrilled to announce a breakout launch weekend for its flagship tequila-based ready-to-drink (RTD) brand, Adios, which has already generated millions of dollars in wholesale commitments, over 135 million impressions, and surging pre-sale momentum at The launch was fueled by global legend Manny Pacquiao's return to the ring, which ended in a dramatic draw and attracted global media attention. As a central ambassador for Adios, Manny's presence helped catapult the brand into the cultural mainstream, while Cookies®, the iconic lifestyle brand founded by Berner, amplified the launch through its unmatched digital and retail network. Brandon Figueroa also notched a major win on the same card, reinforcing Adios' strong connection to combat sports and cultural relevance. "The response to Adios has been nothing short of explosive," said Brad Wyatt, CEO of LTNC. "We've already secured millions of dollars in wholesale commitments from distribution partners, and the online pre-sale at is tracking well above expectations. We're seeing real momentum-and it's only the beginning." Crafted with ultra-premium tequila, real fruit juice, and zero artificial additives, Adios is the result of a strategic partnership between LTNC, Cookies®, Casa Rica, and Flaviar. The official retail launch begins August 15 in California, with other U.S. and international markets to follow shortly. "The Adios launch was a cultural moment-and the perfect way to lead into what's next," said Tom Zarro, Chairman of the Board. "We're now preparing to bring Lock'd In into the spotlight in a way it's never seen before." Lock'd In: A Grassroots Favorite Poised for Breakout Lock'd In Hydrogen Water has been building steadily with a loyal customer base-especially among LTNC's long-term shareholders. While the brand has seen consistent sales since its initial launch, a major new deal now in the works is expected to mark the most significant milestone in the brand's history. Full details will be announced soon. About Labor Smart Inc. (LTNC)Labor Smart Inc. is a Wyoming-based public company focused on building and scaling culturally relevant beverage brands across the alcoholic, non-alcoholic, and wellness sectors. Its portfolio includes Adios Spirits, GoFast Energy, Lock'd In Hydrogen Water, and Xing Tea. Safe Harbor StatementThis press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based on current expectations, estimates, and projections about the industry, management's beliefs, and assumptions made by management. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors. Investor Relations Contact: ir@ SOURCE: Labor Smart, Inc. View the original press release on ACCESS Newswire 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
Business Wire
a day ago
- Business
- Business Wire
Clean Energy Completes $29.5 Million ITC Sale
NEWPORT BEACH, Calif.--(BUSINESS WIRE)--Clean Energy Fuels Corp. (Nasdaq: CLNE) has announced that, CE bp Renew Co, LLC, its joint venture with BP Products North America Inc., has finalized the sale of $29.5 million in investment tax credits (ITC). This marks the third successful ITC transaction and completes the sale and monetization of all ITCs tied to its six operating renewable natural gas (RNG) projects. This $29.5 million sale marks Clean Energy's third successful ITC transaction and completes the sale and monetization of all ITCs tied to its six operating renewable natural gas (RNG) projects. Share The $29.5 million in credits were generated by four of Clean Energy's dairy RNG production facilities: Ash Grove, Marshall Ridge, VF Renewables and Tri Cross, dairies which are located in key agricultural regions in Minnesota, Iowa and South Dakota. These projects collectively have the ability to produce up to an estimated 3.9 million gallons of negative carbon-intensity RNG annually to fuel transportation fleets. 'This transaction highlights the value of our renewable natural gas development portfolio,' said Clay Corbus, senior vice president and head of renewable fuels at Clean Energy. 'As the third successful transaction to fully monetize our RNG projects, it's a milestone which reflects market confidence and positions Clean Energy for further growth in the clean fuel sector.' About Clean Energy Clean Energy Fuels Corp. is the country's largest provider of the cleanest fuel for the transportation market. Our mission is to decarbonize transportation through the development and delivery of renewable natural gas (RNG), a sustainable fuel derived by capturing methane from organic waste. Clean Energy allows thousands of vehicles, from airport shuttles to city buses to waste and heavy-duty trucks, to reduce their amount of climate-harming greenhouse gas. We operate a vast network of fueling stations across the U.S. and Canada as well as RNG production facilities at dairy farms. Visit and follow @ce_renewables on X and LinkedIn. Forward-Looking Statements This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 that involve risks, uncertainties and assumptions, including without limitation statements about: the amounts and timing of renewable natural gas expected to be produced or consumed; the potential development of the market for RNG; the environmental and other benefits of Clean Energy's fuels; the availability of environmental, tax and other government regulations, programs and incentives; and the impacts of legislative and regulatory developments. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements. The forward-looking statements made herein speak only as of the date of this press release and, unless otherwise required by law, Clean Energy undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances. Additionally, the reports and other documents Clean Energy files with the SEC (available at contain risk factors, which may cause actual results to differ materially from the forward-looking statements contained in this news release.
