Common use of CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Clause in Contracts

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made in this press release that are not historical facts contain forward-looking information that involves risk and uncertainties. All statements, other than statements of historical facts, which address DiaMedica’s expectations, should be considered forward-looking statements. Such statements are based on management’s exercise of business judgment as well as assumptions made by and information currently available to management. When used in this press release, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statements. Forward-looking statements in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant to the license agreement, and its anticipation for DM 199 upon successful development of the drug, and all other statements that are not statements of historical fact. You should not place undue reliance on these forward-looking statements. These statements reflect a current view of future events and are subject to certain risks and uncertainties as contained in the DiaMedica’s filings with the Canadian securities regulators, all of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking statements. DiaMedica undertakes no obligation, and does not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events, unless required by law. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materialize.

Appears in 2 contracts

Sources: License and Collaboration Agreement (DiaMedica Therapeutics Inc.), License and Collaboration Agreement (DiaMedica Therapeutics Inc.)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The This prospectus and the documents incorporated by reference into this prospectus contain forward- looking statements made in this press release that are not historical facts contain within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect the current views of our senior management with respect to future events and our financial performance. These statements include forward-looking information statements with respect to our business and industry in general. Statements that involves risk include the words “expect,” “intend,” “believe,” “estimate,” “may,” “can,” “will,” “should,” “could,” “anticipate” and uncertainties. All statements, other than similar statements of historical facts, which address DiaMedica’s expectations, should be considered a future or forward-looking statements. Such statements are based on management’s exercise of business judgment as well as assumptions made by and information currently available to management. When used in this press release, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to nature identify any forward-looking statementsstatements for purposes of the federal securities laws or otherwise. Forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, the following: • the impact of laws, regulations and policies of regulatory agencies or the U.S. government applicable to water, wastewater and electric utility operations; • ability of our subsidiaries, Golden State Water Company, or GSWC, Bear Valley Electric Service, Inc., or BVES, to recover their respective costs through regulated rates, including increased costs associated with addressing climate change risks, such as drought and wildfires in California, costs incurred in connection with complying with water quality regulations, and increased costs of operation and maintenance due to inflation, supply chain disruptions and increases in interest rates, while facing an increase in customer rate increase opposition and possible reluctance from the California Public Utilities Commission (the “CPUC”) to pass all such costs to the customers; • customer dissatisfaction due to rising rates needed to recover the costs of replacing aging infrastructure, address climate change risks, comply with water quality, renewable energy and greenhouse gas regulation; • all of our contracts for providing services on military bases are provided to the U.S. government under long-term, fixed-price contracts subject to annual economic price adjustments; • all contracts for providing services on military bases may be terminated or suspended at any time by the government; • Our subsidiary, American States Utility Services, Inc., or ASUS, is subject to potential government audits or investigations of its business practices and compliance with government procurement statutes and regulations that could result in fines and penalties; • GSWC and BVES are subject to potential audit and investigations by the CPUC for failure to comply with regulations applicable to public utilities, including failure to comply with state and federal water quality requirements, wildfire mitigation plans, renewable energy legislation, greenhouse gas regulations and other climate related regulations that could result in fines and penalties; • we compete with other companies in bidding on providing utility services on military bases which involves estimating costs and potential profits that may not be realized; • the impact of water quality and wastewater quality regulations on military bases; • asset or business acquisitions may not yield the anticipated benefits; • the impact of climate change and extreme weather events, including droughts, storms, high wind events, wildfires, flash flooding and other natural disasters, and the effects they could have on our operations; • our assets at our regulated utilities are subject to condemnation by municipalities and other governmental subdivisions; • increases in the costs of obtaining and complying with the terms of franchise agreements; • damage to our reputation or adverse publicity may lead to increased regulatory oversight or sanctions; • costs and effects of legal and administrative proceedings, settlements, investigations and claims; • our ability to control operation and maintenance costs within the amounts that have been approved in rates or estimated in our military base contracts; • the outbreak of pandemics, such as COVID-19, and other events that may cause region-wide, statewide, nationwide or even global disruption, which could impact our businesses, operations, cash flows or financial results; • the inherent risk of damage to private property and injury to employees and the general public involved in the generation, transmission and distribution of electricity, the handling of hazardous materials and equipment, and being in close proximity to public utility construction and maintenance operations; • the impact of groundwater contamination and the increasing costs associated with treatment and mitigation; • risks of incurring losses not covered by insurance or recoverable in rates; • the adequacy of water supplies due to fluctuations of weather, climate change, and other uncontrollable factors; • the impact that water conservation efforts may have on GSWC’s operations and costs incurred; • changes in electricity and natural gas prices in California; • failure to make accurate estimates about financing and accounting matters; • changes in accounting, public utility, environmental and tax laws and regulations affecting our businesses; • changes in fair value of investments and other assets; • the performance of subcontractors engaged to assist us in the performance of contracted services on military bases; • incomplete or delayed reimbursement from the U.S. government and delays in obtaining decisions from the CPUC on regulated public utility rates that can adversely impact our financial condition and liquidity; • physical security of our critical assets, personnel and data critical to our business, employees, customers and vendors; • cybersecurity incidents that could disrupt critical information technology systems, resulting in the loss of financial and other information critical for operations and the breach of confidential information of our customers, employees and vendors; • our ability to attract, retain, train, motivate, develop, and transition key employees; • the failure of our employees to maintain required certifications and licenses or to complete required compliance training; • changes in interest rates and our ability to borrow funds and access bank and capital markets on reasonable terms; • the impact of inflation and supply chain disruptions on our operational costs and costs of capital that may not be recovered in rates for our regulated utilities and through economic price adjustments for our military bases; • results of financing efforts, including the ability to obtain financing on favorable terms, which can be affected by various factors, including credit ratings, interest rate fluctuations, compliance with debt covenants and conditions, delays in receiving general rate case decisions from the CPUC, and general market and economic conditions; • actions by credit rating agencies to downgrade AWR or GSWC’s credit ratings or to place those ratings on negative outlook; • our ability to finance the significant capital expenditures required by our operations, which are increasing; • volatility in the price of our common shares; • declines in the market prices of equity and fixed-income securities and resultant cash funding requirements for defined benefit pension plans and other post-retirement benefit plans; • our reliance on cash flow from our subsidiaries to meet our financial obligations and to pay dividends on our common shares; • the geographic concentration of our operations in California; and • other risks and uncertainties described from time to time in our filings with the SEC. Although we believe that the expectations reflected in the forward-looking statements are reasonable based on our current knowledge of our business and operations, we cannot guarantee future results, levels of activity, performance or achievements. The foregoing factors should not be construed as exhaustive and should be read together with other cautionary statements, including those made under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future, including subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and in any prospectus supplement. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Any forward-looking statements you read in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant prospectus, any prospectus supplement and the documents incorporated herein and therein by reference reflect our views as of their respective dates and are subject to the license agreementthese and other risks, uncertainties and its anticipation for DM 199 upon successful development assumptions relating to our operations, results of the drugoperations, growth strategy and all other statements that are not statements of historical factliquidity. You should not place undue reliance on these forward-looking statements and you should carefully consider all of the factors identified in this prospectus, any prospectus supplement and the documents incorporated herein and therein by reference that could cause actual results to differ. Forward-looking statements speak only as of the date they are made and AWR expressly disclaims an obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. We are the parent company of GSWC, BVES, American States Utility Services, Inc., or ASUS, and its wholly-owned subsidiaries (Fort Bliss Water Services Company, Terrapin Utility Services, Inc., Old Dominion Utility Services, Inc., Palmetto State Utility Services, Inc., Old North Utility Services, Inc., Emerald Coast Utility Services, Inc., Fort ▇▇▇▇▇ Utility Services, Inc., Patuxent River Utility Services LLC, and Bay State Utility Services LLC). AWR, through its wholly owned subsidiaries, serves over one million people in ten states. GSWC and BVES are both California public utilities. GSWC is engaged in the purchase, production, distribution and sale of water throughout California serving 264,093 customer connections as of December 31, 2023. BVES distributes electricity in several San Bernardino County mountain communities in California serving 24,777 customer connections as of December 31, 2023. The CPUC regulates GSWC’s and BVES’s businesses in matters including properties, rates, services, facilities, and transactions between GSWC, BVES, and their affiliates. ASUS, through its wholly owned subsidiaries, operates, maintains and performs construction activities (including renewal and replacement capital work) on water and/or wastewater systems at various U.S. military bases pursuant to initial 50-year firm fixed-price contracts. These statements reflect a current view of future events and contracts are subject to certain risks annual economic price adjustments and uncertainties modifications for changes in circumstances, changes in laws and regulations, and additions to the contract value for new construction of facilities at the military bases. ASUS may also, from time to time, perform construction services on military bases as contained in a subcontractor or pursuant to task order agreements. The contract serving Joint Base Cape Cod, Massachusetts is currently the DiaMedica’s filings only task order agreement with the Canadian securities regulatorsU.S. government. The task order agreement has a term of 15 years. There is no direct regulatory oversight by the CPUC over AWR or the operations, all rates or services provided by ASUS or any of which are available on SEDAR its wholly owned subsidiaries. We were incorporated in California in 1998. Our principal executive office is located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and our telephone number is (▇▇▇) ▇▇▇-▇▇▇▇. Our website address is ▇▇▇.▇▇▇▇▇▇▇.▇▇▇). These risks and uncertainties includeThe information contained on, among othersor that may be accessed through, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketingour website is not part of, and commercial activities and associated costs is not incorporated into, this prospectus or the registration statement of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking statements. DiaMedica undertakes no obligation, and does not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events, unless required by law. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materializewhich it forms a part.

Appears in 1 contract

Sources: Equity Distribution Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The Any statements made in this press release prospectus supplement, the base prospectus, or contained in any free writing prospectus with respect to this offering filed by us with the SEC, and the information incorporated herein and therein by reference relating to future financial or business performance, conditions or strategies and other financial and business matters, including expectations regarding future revenues and operating expenses, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements that are not descriptions of historical facts contain are forward-looking information that involves risk statements and uncertainties. All statements, other than statements of historical facts, which address DiaMedica’s expectations, should be considered forward-looking statements. Such statements are based on management’s exercise estimates, assumptions, and projections that are subject to risks and uncertainties. These statements can generally be identified by the use of business judgment as well as assumptions made by and information currently available to management. When used in this press release, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statementswords such as “believe,” “expect,” “intend,” “may,” “will,” “should,” “anticipate,” “estimate” or similar terminology. ForwardAlthough we believe that the expectations reflected in our forward-looking statements in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant to the license agreement, and its anticipation for DM 199 upon successful development are reasonable as of the drug, and all other statements that are not statements of historical fact. You should not place undue reliance on these forward-looking statements. These statements reflect a current view of future events and are subject to certain risks and uncertainties as contained in the DiaMedica’s filings with the Canadian securities regulators, all of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrectdate we make them, actual results could differ materially from those currently anticipated due to a number of factors, including risks relating to: · our expectations, projections and estimates regarding expenses, future revenue, capital requirements, incentive and other tax credit eligibility, collectability and timing, and availability of and the need for additional financing; · the results, cost and timing of our preclinical studies and clinical trials, including any delays to such clinical trials relating to enrollment or site initiation, as well as the number of required trials for regulatory approval and the criteria for success in these such trials; · our dependence on third parties in the conduct of our preclinical studies and clinical trials; · legal and regulatory developments in the United States and foreign countries, including any actions or advice that may affect the design, initiation, timing, continuation, progress or outcome of clinical trials or result in the need for additional clinical trials; · that the results of our preclinical studies and earlier clinical trials of our product candidates may not be predictive of future results and we may not have favorable results in our ongoing or planned clinical trials; · the difficulties and expenses associated with obtaining and maintaining regulatory approval of our product candidates, and the indication and labeling under any such approval; · our plans and ability to develop and commercialize our product candidates; · the successful development of our commercialization capabilities, including sales and marketing capabilities, whether alone or with potential future collaborators; · the size and growth of the potential markets for our product candidates, the rate and degree of market acceptance of our product candidates and our ability to serve those markets; · the coverage and reimbursement status for our product candidates from third-party payors; · the success of competing therapies and products that are or become available; · our ability to limit our exposure under product liability lawsuits, shareholder class action lawsuits or other litigation; · our ability to obtain and maintain intellectual property protection for our product candidates; · legislative changes and recently proposed changes regarding the healthcare system, including changes and proposed changes to the Patient Protection and Affordable Care Act; · our ability to obtain and maintain third-party manufacturing for our product candidates on commercially reasonable terms; · delays, interruptions or failures in the manufacture and supply of our product candidates; · the performance of third parties upon which we depend, including third-party contract research organizations, or CROs, contract manufacturing organizations, or CMOs, contractor laboratories and independent contractors; · our ability to recruit or retain key scientific, commercial or management personnel or to retain our executive officers; · the timing and outcome of current and future legal proceedings; · our ability to maintain proper functionality and security of our internal computer and information systems and prevent or avoid cyberattacks, malicious intrusion, breakdown, destruction, loss of data privacy or other significant disruption; · the timing and outcome of the Australian Taxation Office’s, or ATO, review regarding our eligibility to receive certain tax credits; · the extent to which health epidemics and other outbreaks of communicable diseases, including the ongoing COVID-19 pandemic, could disrupt our operations or materially and adversely affect our business and financial conditions; and · the other risks, uncertainties and factors discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, under the caption “Item 1A. Risk Factors”. Further information on the factors and risks that could affect our business, financial condition and results of operations are set forth in this prospectus supplement under “Risk Factors” and in our filings with the SEC, which are available at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. DiaMedica undertakes Except as required by law, we undertake no obligation, and does not intend obligation to update, publicly revise or otherwise publicly release any revisions to these our forward-looking statements to reflect events or circumstances that arise after the date hereof, of this prospectus supplement or to reflect the occurrence date of any unanticipated events, unless required later-filed free writing prospectus or documents incorporated by law. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materializereference herein.

Appears in 1 contract

Sources: Sales Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The This document (including information incorporated by reference in this document), oral statements made in this press release regarding the Acquisition, and other information published by CH2M HILL and Halcrow contain statements that are not historical facts contain or may be deemed to be “forward-looking information that involves risk statements”, including for the purposes of the US Private Securities Litigation Reform Act of 1995. These statements are prospective in nature and uncertainties. All statements, other than statements of are not based on historical facts, but rather on the current expectations of the management of CH2M HILL and Halcrow about future events and are naturally subject to uncertainty and changes in circumstances which address DiaMedica’s expectations, should be considered could cause actual events to differ materially from the future events expected or implied by the forward-looking statements. Such The forward-looking statements are based contained herein include statements about the expected effects of the Acquisition on management’s exercise Halcrow, CH2M HILL, the expected timing and scope of business judgment as well as assumptions made by the Acquisition, synergies, other strategic options and information currently available to management. When used all other statements in this press releasedocument other than historical facts. Forward-looking statements may (but will not always) include, the without limitation, statements typically containing words such as maytargets”, “plans”, “aims”, “intends”, “expects”, “anticipates”, “believes”, “estimates”, “will”, “anticipatemay”, “believebudget”, “estimate”, forecasts” and expect”, “intendshould” and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are intended not guarantees of future performance and have not been reviewed by the auditors of CH2M HILL or Halcrow. There are a number of factors that could cause actual results and developments to identify any differ materially from those expressed or implied by such forward-looking statements, many of which are beyond the control of Halcrow and CH2M HILL. These factors include, but are not limited to, the satisfaction of the Conditions to the Acquisition, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers’ strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Forward-looking statements in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant to the license agreement, and its anticipation for DM 199 upon successful development of the drug, and all other statements that are not statements of historical fact. You Halcrow Shareholders should not place undue reliance on these any forward-looking statements and neither CH2M HILL nor Halcrow, nor any of their respective advisors, associates, directors or officers undertakes any obligation to update publicly, express by disclaim or revise forward looking statements. These statements reflect , whether as a current view result of new information, future events and are subject or otherwise, except to certain risks and uncertainties as contained the extent legally required or provides any representation, assurance or guarantee that the occurrence of events expressed or implied in the DiaMedica’s filings with the Canadian securities regulatorsany forward-looking statement in this document will actually occur. EXPECTED TIMETABLE OF PRINCIPAL EVENTS 1 ACTION TO BE TAKEN 2 PART 1 LETTER FROM THE CHAIRMAN OF HALCROW 4 PART 2 EXPLANATORY STATEMENT 11 PART 3 CONDITIONS TO, all of which are available on SEDAR (AND FURTHER TERMS OF, THE SCHEME 30 PART 4 FINANCIAL INFORMATION CONCERNING THE HALCROW GROUP 33 PART 5 FINANCIAL INFORMATION CONCERNING THE CH2M HILL GROUP 123 PART ▇ ▇▇▇ ▇▇▇.▇ ▇▇▇▇ SECURITIES ALTERNATIVE 223 PART 7 TERMS AND CONDITIONS OF THE LOAN NOTES 227 PART 8 RISK FACTORS IN RELATION TO ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ SECURITIES 231 PART 9 BACKGROUND INFORMATION ON CH2M HILL AND DETAILS OF CH2M HILL SHARES 242 PART 10 ADDITIONAL INFORMATION 252 PART 11 DEFINITIONS 267 PART 12 THE SCHEME OF ARRANGEMENT 273 PART 13 NOTICE OF COURT MEETING 286 PART 14 NOTICE OF GENERAL MEETING 288 Latest time for lodging BLUE Form of Proxy for the Court Meeting 11.00 a.m. on 16 October 2011 (2) Latest time for lodging WHITE Form of Proxy for the General Meeting 11.15 a.m. on 16 October 2011 (3) Voting Record Time for the Court Meeting and General Meeting 6.00 p.m. on 16 October 2011 (4) Court Meeting 11.00 a.m. on 18 October 2011 General Meeting 11.15 a.m. on 18 October 2011 (5) Latest time for lodging PINK Form of Election and the Form W-8BEN 1.00 p.m. on 1 November 2011 Scheme Court Hearing 7 November 2011 Reorganisation Effective Date 8 November 2011 Last time for registration of transfers of Scheme Shares 5.00 p.m. on 8 November 2011 Reorganisation Record Time 5.00 p.m. on 8 November 2011 Scheme Record Time 6.00 p.m. on 8 November ▇▇▇▇ ▇▇▇▇▇.▇▇▇). These risks ▇ ▇▇▇▇▇ Hearing 9 November 2011 Effective Date 10 November 2011 Latest date for posting of cheques and uncertainties include, among others, despatch of CH2M HILL Share certificates and Loan Note certificates in respect of consideration due under the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking statements. DiaMedica undertakes no obligation, and does not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events, unless required by law. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materialize.Scheme 24 November 2011

Appears in 1 contract

Sources: Implementation Agreement (Ch2m Hill Companies LTD)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made in this press release This prospectus supplement, the accompanying prospectus, the documents we have filed with the SEC that are not historical facts incorporated by reference herein and therein and any free writing prospectus that we have authorized for use in connection with this offering contain forward-looking information that involves risk and uncertainties. All statements, other than statements of historical facts, which address DiaMedica’s expectations, should be considered forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such These statements are based on management’s exercise of business judgment as well as assumptions made relate to future events or to our future operating or financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by and information currently available to management. When used in this press release, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statements. Forward-looking statements in this press release include may include, but are not limited to, statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant about: · our need to raise additional money to fund our operations for the next twelve months as a going concern; · our estimates regarding expenses, future revenue, timing of any future revenue, capital requirements and needs for additional financing; · our expectations related to the license agreementuse of proceeds from our financings; · risks of our and our licensees’ clinical trials including, but not limited to, the costs, design, initiation and enrollment, timing, progress and results of such trials; · the timing and our or our licensees’ ability to submit applications for, obtain and maintain regulatory approval for Mydcombi, clobetasol propionate and our product candidates; · the production and commercialization of Mydcombi and clobetasol propionate; · reliance on third parties to develop and commercialize Mydcombi, clobetasol propionate and certain of our product candidates; · our and our partners’ ability to timely develop, implement and maintain manufacturing, commercialization and marketing capabilities and strategies for Mydcombi, clobetasol propionate and certain of our product candidates; · our estimates regarding the potential market opportunities for Mydcombi, clobetasol propionate and our product candidates; · the potential advantages of Mydcombi, clobetasol propionate and our product candidates and platform technology and potential revenues from licensing transactions; · the rate and degree of market acceptance and clinical utility of Mydcombi, clobetasol propionate and our product candidates; · our intellectual property position; · our ability to identify additional products, product candidates or technologies with significant commercial potential that are consistent with our commercial objectives; · our ability to attract and retain key personnel; · the impact of government laws and regulations; · our competitive position; · developments relating to our competitors and our industry; · our ability to maintain and establish collaborations; · general or regional economic conditions; · changes in U.S. GAAP; and · changes in the legal, regulatory and legislative environments in the markets in which we operate, and its anticipation the impact of these changes on our ability to obtain regulatory approval for DM 199 upon successful development of the drugour products. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “project,” “seek,” “should,” “target,” “will,” “would” and all other similar expressions or variations intended to identify forward- looking statements. These statements that reflect our current views with respect to future events, are not statements of historical factbased on assumptions and are subject to risks and uncertainties. You Given these uncertainties, you should not place undue reliance on these forward-looking statements. These statements reflect a current view We discuss in greater detail, and incorporate by reference into this prospectus supplement and the accompanying prospectus in their entirety, many of future events these risks under the headings “Risk Factors” on page S-5 of this prospectus supplement, and in our Annual Report on Form 10-K for the year ended December 31, 2023, as amended by Amendment No. 1 thereto and as updated by our subsequent filings under the Exchange Act, which are subject to certain incorporated herein by reference, as may be updated or superseded by the risks and uncertainties as contained described under similar headings in the DiaMedica’s filings with other documents that are filed after the Canadian securities regulatorsdate hereof and incorporated by reference into this prospectus supplement. Also, all of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking statements represent our estimates and assumptions only as of the date of the document containing the applicable statement. You should read this prospectus supplement, the accompanying prospectus, the documents we have filed with the SEC that are incorporated by reference herein and therein and any free writing prospectus that we have authorized for use in connection with this offering completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents by these cautionary statements. DiaMedica undertakes Unless required by law, we undertake no obligation, and does not intend obligation to update, update or revise or otherwise publicly release any revisions to these forward-looking statements to reflect new information or future events or circumstances after developments. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward- looking statements. We may issue and sell up to $10,000,000 of our common stock from time to time. Because there is no minimum offering amount required as a condition to close this offering, the date hereofactual total public offering amount, or commissions and proceeds to reflect the occurrence of any unanticipated eventsus, unless required by lawif any, are not determinable at this time. Although management believes that expectations are based on reasonable assumptions, There can be no assurance can that we will sell any shares under or fully utilize the Sales Agreement with Leerink Partners as a source of financing. We intend to use the net proceeds from this offering, if any, for working capital and general corporate purposes. Proceeds may also be given that these expectations will materialize.used to repay amounts outstanding under the Loan and Security Agreement with Avenue. The Avenue loan bears interest at an annual rate equal to the greater of

Appears in 1 contract

Sources: Sales Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made in this press release that are not historical facts contain forward-looking information that involves risk and uncertainties. All statements, other than statements of historical facts, which address DiaMedica’s expectations, should be considered This prospectus contains forward-looking statements. Such statements are based on management’s exercise of business judgment as well as assumptions made by include statements regarding our expectations, hopes, beliefs or intentions regarding the future, including but not limited to statements regarding our market, strategy, competition, development plans (including acquisitions and information currently available to management. When used in this press releaseexpansion), the words “may”financing, “will”revenues, “anticipate”operations, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statementscompliance with applicable laws. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. Factors that could cause actual results to differ materially from such forward-looking statements include the risks described in greater detail in the following paragraphs. All forward-looking statements in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant document are made as of the date hereof, based on information available to us as of the license agreementdate hereof, and its anticipation we assume no obligation to update any forward-looking statement. Market data used throughout this prospectus is based on published third party reports or the good faith estimates of management, which estimates are based upon their review of internal surveys, independent industry publications and other publicly available information. You should review carefully the section entitled “Risk Factors” within this prospectus for DM 199 upon successful development a discussion of these and other risks that relate to our business and investing in shares of our Common Stock. All forward-looking statements speak only as of the drugdate of this prospectus. We disclaim any obligation to update or revise these statements unless required by law, and all other statements that are not statements of historical fact. You you should not place undue reliance on these forward-looking statements. These statements reflect a current view of future events Although we believe that our plans, intentions and are subject to certain risks and uncertainties as contained expectations reflected in or suggested by the DiaMedica’s filings with the Canadian securities regulators, all of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking statements. DiaMedica undertakes no obligation, and does not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements we make in this prospectus are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. We disclose important factors that could cause our actual results to reflect events differ materially from our expectations under “Risk Factors” and elsewhere in this prospectus. These cautionary statements qualify all forward-looking statements attributable to us or circumstances after persons acting on our behalf. The Company currently has no revenues and does not have any history of revenue generating operations. The Company has been involved to date in the design and development of its AgriFORCE grow house which incorporates the Company’s AgriFORCE micropropagation laboratories. While the Company has invested considerably in this development and design process, no AgriFORCE grow house has been constructed to date and accordingly, the commercial or operating viability of the AgriFORCE grow house has not been proven, or when, if ever, the Company will generate revenue from its operations, and if those revenues, when and if generated, will be sufficient to sustain operations, nonetheless achieve profitability. The Company’s initial state of business operations contemplates the construction and deployment of its initial AgriFORCE grow house and micropropagation laboratories. However, the Company has yet to complete construction of any laboratories. Accordingly, this component of the Company’s business plan is subject to considerable risks, including: ● there is no assurance that the laboratories will achieve the intended plantlet production rates; ● the costs of constructing and operating the laboratories may be greater than anticipated; ● the potential offtake partners who have indicated a willingness to deploy the laboratories at their existing cultivation operations may withdraw and determine not to deploy the laboratories; ● there is no assurance that the facilities will deliver the intended benefits of high production yields, lower crop losses and reduced operation costs; ● if the company is not able to fully develop the grow house or it does not operate as intended, it could prevent the company from realizing any of its business goals or achieving profitability; ● the costs of constructing the AgriFORCE grow houses may be greater than anticipated and the Company may not be able to recover these greater costs through increases in the lease rates, license fees and services fees that it charges to its customers; and ● the costs of operating the AgriFORCE grow house may be greater than anticipated. The COVID-19 virus has had unpredictable and unprecedented impacts in the United States and around the world. The World Health Organization has declared the outbreak of COVID-19 as a “pandemic,” or a worldwide spread of a new disease. Many countries around the world have imposed quarantines and restrictions on travel and mass gatherings to slow the spread of the virus. In the United States, federal, state and local governments have enacted restrictions on travel, gatherings, and workplaces, with exceptions made for essential workers and businesses. As of the date hereofof this filing, we have not been declared an essential business. As a result, we may be required to substantially reduce or cease operations in response to governmental action or decree as a result of COVID-19. We are still assessing the effect on our business from COVID-19 and any actions implemented by the federal, state and local governments. We have implemented safety protocols to protect our staff, but we cannot offer any assurance that COVID-19 or any other pandemic, epidemic or outbreak of an infectious disease in the United States or elsewhere, will not materially and adversely affect our business. We incur a portion of our operating expenses in Canadian dollars, and in the future, as we expand into other foreign countries, we expect to incur operating expenses in other foreign currencies. We are exposed to foreign exchange rate fluctuations as the financial results of our international operations are translated from the local functional currency into U.S. dollars upon consolidation. A decline in the U.S. dollar relative to foreign functional currencies would increase our non-U.S. revenue and improve our operating results. Conversely, if the U.S. dollar strengthens relative to foreign functional currencies, our revenue and operating results would be adversely affected. We have not previously engaged in foreign currency hedging. If we decide to hedge our foreign currency exchange rate exposure, we may not be able to hedge effectively due to lack of experience, unreasonable costs or illiquid markets. The Company will require substantial additional capital in order to acquire or lease the Coachella land, develop the Coachella lands for use, develop the micropropagation laboratories and operate them, and complete construction of its initial AgriFORCE grow house. The funds raised in this offering may not be sufficient and additional financing may be needed for this purpose and for other purposes. The Company plans to achieve this additional financing through equity and/ or debt financing which may be dilutive to the position of then current shareholders. However, there is no assurance that this financing will be available when required. Specifically, there is no assurance that the Company will be able to raise any additional equity financing through its shares given that the viability of the Company’s AgriFORCE grow houses will not be demonstrated until after construction is complete. In addition, there is no assurance that the Company will be able to secure debt financing given its low asset base and its current lack of revenues. The Company had negative cash flows from operating activities for period ended March 31, 2022. To the extent that the Company has negative cash flows from operating activities in future periods, it may need to allocate a portion of its cash reserves to fund such negative cash flow. The Company may also be required to raise additional funds through the issuance of equity or debt securities. There can be no assurance that the Company will be able to generate a positive cash flow from operating activities, that additional capital or other types of financing will be available when needed or that these financings will be on terms favorable to the Company. The Company’s actual financial position and results of operations may differ materially from the expectations of the Company’s management. The Company’s actual financial position and results of operations may differ materially from management’s expectations. The process for estimating the Company’s revenue, net income and cash flow requires the use of judgment in determining the appropriate assumptions and estimates. These estimates and assumptions may be revised as additional information becomes available and as additional analyses are performed. In addition, the assumptions used in planning may not prove to be accurate, and other factors may affect the Company’s financial condition or results of operations. As a result, the Company’s revenue, net income and cash flow may differ materially from the Company’s projected revenue, net income and cash flow. The Company expects to incur significant ongoing costs and obligations related to its investment in its initial AgriFORCE grow houses. To the extent that these costs may be greater than anticipated or the Company may not be able to generate revenues or raise additional financing to cover these costs, these operating expenses could have a material adverse impact on the Company’s results of operations, financial condition and cash flows. In addition, future changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to the design and operation of the Company’s AgriFORCE grow houses, which could increase construction costs and have a material adverse effect on the business, results of operations and financial condition of the Company. The Company’s efforts to construct its AgriFORCE grow houses and grow its business may be costlier than the Company expects, and the Company may not be able to recover sufficient revenues to offset its higher operating expenses. The Company may incur significant losses in the future for a number of reasons, including, unforeseen expenses, difficulties, complications and delays, and other unknown events. If the Company is unable to achieve and sustain profitability, the market price of our securities may significantly decrease. In the event that any of the Company’s investments, or any proceeds thereof, any dividends or distributions there from, or any profits or revenues accruing from such investments in the United States were found to reflect be in violation of money laundering legislation or otherwise, such transactions may be viewed as proceeds of crime under applicable federal laws, rules and regulations or any other applicable legislation. This could restrict or otherwise jeopardize the occurrence ability of any unanticipated eventsthe Company to declare or pay dividends, unless required by laweffect other distributions or subsequently repatriate such funds back to Canada or elsewhere. Although If the Company implements it business plan as intended, it may in the future experience rapid growth and development in a relatively short period of time. The management believes that expectations are based of this growth may require, among other things, continued development of the Company’s financial and management controls and management information systems, stringent control of costs, the ability to attract and retain qualified management personnel and the training of new personnel. The Company intends to utilize outsourced resources, and hire additional personnel, to manage its expected growth and expansion. Failure to successfully manage its possible growth and development could have a material adverse effect on reasonable assumptions, no assurance can be given that these expectations will materializethe Company’s business and the value of the Shares.

Appears in 1 contract

Sources: Equity Distribution Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The Any statements made contained in this press release that are do not describe historical facts contain may constitute forward-looking information statements as that involves risk term is defined in the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "believe", "expect", "may", "plan," "potential," "will," and uncertaintiessimilar expressions, and are based on ObsEva’s current beliefs and expectations. All statements, other than statements of historical facts, which address DiaMedica’s expectations, should be considered These forward-looking statements. Such statements are based on management’s exercise of business judgment as well as assumptions made by and information currently available to management. When used in this press release, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statements. Forward-looking statements in this press release include statements concerning DiaMedicaregarding the potential benefits from the proposed transaction, Yuyuan’s expectation that it will receive payments from Ahon pursuant ability to successfully develop and commercialize nolasiban in China and the license agreement, and its anticipation for DM 199 upon successful joint collaboration on the global development of the drug, and all other statements that are not statements of historical fact. You should not place undue reliance on these forward-looking statementsnolasiban. These statements reflect a current view of future events and are subject to certain involve risks and uncertainties as contained that could cause actual results to differ materially from those reflected in such statements. Risks and uncertainties that may cause actual results to differ materially include the risk that the benefits from the transaction may not be fully realized or may take longer to realize than expected, uncertainties inherent in the DiaMedicaconduct of clinical trials and clinical development and related regulatory reviews and approvals, including the risk that the results of earlier clinical trials may not be predictive of the results of later-stage clinical trials, ObsEva’s reliance on third parties over which it may not always have full control, and other risks and uncertainties that are described in the Risk Factors section of ObsEva’s Annual Report on Form 20-F for the year ended December 31, 2018, the Risk Factors filed as Exhibit 99.1 to ObsEva’s Form 6-K filed on August 7, 2019, and other filings ObsEva makes with the Canadian securities regulators, all of which SEC. These documents are available on SEDAR (the Investors page of ObsEva’s website at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these Any forward-looking statements. DiaMedica undertakes statements speak only as of the date of this press release and are based on information available to ObsEva as of the date of this release, and ObsEva assumes no obligationobligation to, and does not intend to updateto, revise or otherwise publicly release update any revisions to these forward-looking statements to reflect statements, whether as a result of new information, future events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events, unless required by law. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materializeotherwise.

Appears in 1 contract

Sources: Sublicense Agreement (ObsEva SA)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The This prospectus and any accompanying prospectus supplement and the documents incorporated by reference herein may contain forward looking statements made in this press release that are not historical facts contain forward-looking information that involves risk involve risks and uncertainties. All statements, statements other than statements of historical factsfact contained in this prospectus and any accompanying prospectus supplement and the documents incorporated by reference herein, which address DiaMedica’s expectationsincluding statements regarding future events, should be considered our future financial performance, business strategy, and plans and objectives of management for future operations, are forward-looking statements. Such We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are based on management’s exercise of business judgment as well as assumptions made by only predictions and information currently available to management. When used involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this press releaseprospectus and the documents incorporated by reference herein, which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive, and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the words “may”impact of all factors on our business or the extent to which any factor, “will”or combination of factors, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended may cause our actual results to identify differ materially from those contained in any forward-looking statements. ForwardWe have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short term and long term business operations, and financial needs. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant to the license agreementprospectus, and its anticipation in particular, the risks discussed below and under the heading “Risk Factors” and those discussed in other documents we file with the SEC. The following discussion should be read in conjunction with the consolidated financial statements for DM 199 upon successful development the fiscal years ended December 31, 2022 and 2021 and notes incorporated by reference herein. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statement. You should not place undue reliance on any forward-looking statement, each of which applies only as of the drugdate of this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus to conform our statements to actual results or changed expectations. Any forward-looking statement you read in this prospectus, any prospectus supplement or any document incorporated by reference reflects our current views with respect to future events and all is subject to these and other statements that are not statements of historical factrisks, uncertainties and assumptions relating to our operations, operating results, growth strategy and liquidity. You should not place undue reliance on these forward-looking statementsstatements because such statements speak only as to the date when made. These We assume no obligation to publicly update or revise these forward-looking statements reflect a current view of future events and are subject to certain risks and uncertainties as contained in the DiaMedica’s filings with the Canadian securities regulators, all of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materializeany reason, or should underlying assumptions prove incorrect, to update the reasons actual results could differ materially from those anticipated in these forward-looking statements. DiaMedica undertakes no obligation, and does not intend to updateeven if new information becomes available in the future, revise or except as otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events, unless required by applicable law. Although management believes You are advised, however, to consult any further disclosures we make on related subjects in our reports on Forms 10-Q, 8-K and 10-K filed with the SEC. You should understand that expectations are based on reasonable assumptionsit is not possible to predict or identify all risk factors. Consequently, no assurance can you should not consider any such list to be given that these expectations will materializea complete set of all potential risks or uncertainties.

Appears in 1 contract

Sources: Sales Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made This prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this press release that are not historical facts prospectus supplement contain forward-looking information that involves risk and uncertainties. All statements, other than statements of historical facts, which address DiaMedica’s expectations, should be considered forward-forward looking statements. Such statements are based on management’s exercise of business judgment as well as assumptions made by and information currently available to management. When used in this press releaseprospectus supplement, the words “anticipate,” “intend,” “estimate,” “plan,” “project,” “continue,” “ongoing,” “potential,” “expect,” “predict,” “believe,” “intend,” “may”, ,” “can,” “will”, ,” anticipate”, should,” believe”, could,” estimate”, would,” expect”, “intendproposal,” and words of similar import, expressions are intended to identify any forward-looking statements. Forward-looking statements in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant to the license agreement, and its anticipation for DM 199 upon successful development of the drug, and all other statements that are not statements of historical fact. You should not place undue reliance on these forward-looking statements. These statements reflect a current view of future events and are subject to certain risks and uncertainties as contained in the DiaMedica’s filings with the Canadian securities regulators, all of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, Our actual results could differ materially from those anticipated in these forward-looking statements. DiaMedica undertakes no obligation, and does not intend to update, revise or otherwise publicly release any revisions to these the forward-looking statements for many reasons, including the reasons described in our “Risk Factors” section. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. These forward-looking statements speak only as of the date of this prospectus supplement. We expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect events any change in our expectations with regard thereto or any change in events, conditions or circumstances after the date hereofon which any such statement is based, or to reflect the occurrence of any unanticipated events, unless except as required by law. Although We may issue and sell shares of our common stock having aggregate sales proceeds of up to $3,000,000 from time to time. Because there is no minimum offering amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. We estimate that the net proceeds from the sale of the shares of common stock that we are offering may be up to approximately $2,840,000, at an assumed offering price of $5.99 per share, the last reported sale price of our common stock on The Nasdaq Capital Market on August 27, 2021, and after deducting the Manager’s commission and estimated offering expenses payable by us. We intend to use the net proceeds of this offering for working capital and general corporate purposes. As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering. Accordingly, our management believes that expectations are based on reasonable assumptions, no assurance can be given that will have broad discretion in the application of these expectations will materializeproceeds.

Appears in 1 contract

Sources: At the Market Offering Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made in this press release that are not historical facts This prospectus and documents incorporated herein by reference contain forward-looking information that involves risk and uncertainties. All statements, other than statements of historical facts, which address DiaMedica’s expectations, should be considered forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such These forward-looking statements involve a number of risks and uncertainties. We caution readers that any forward- looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. These statements are based on current expectations of future events. Such statements include, but are not limited to, statements regarding expectations and intentions, costs and expenses, outcome of contingencies, financial condition, results of operations, liquidity, cost savings, objectives of management’s exercise , debt financing, our future results of operations and financial position, our commercialization strategy, business judgment as well as assumptions made by strategies, market size, potential growth opportunities, clinical development activities, efficacy and information currently available to management. When used in this press releasesafety profile of our product candidates, timing and results of our development activities, preclinical studies and clinical trials, the words “may”receipt and timing of potential regulatory designations, “will”the achievement of clinical and commercial milestones, “anticipate”the advancement of our technologies and our proprietary product candidates, “believe”, “estimate”, “expect”, “intend” the approvals and words commercialization of similar import, are intended to identify any forward-looking statements. Forward-looking statements in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant to the license agreement, product candidates and its anticipation for DM 199 upon successful development of the drug, and all other statements that are not historical facts. In some cases you can identify these statements by forward-looking words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect” or the negative or plural of historical factthese words or similar expressions, in documents incorporated by reference into this prospectus or any free writing prospectus. We intend that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements are based on the current beliefs and expectations of our management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results may differ materially from current expectations and projections. Factors that might cause such a difference include those discussed in our most recent Annual Report on Form 10-K and any subsequent Quarterly Report on Form 10-Q,, as well as those discussed in this prospectus, the documents incorporated by reference into this prospectus and any free writing prospectus. You should are cautioned not to place undue reliance on these forward-looking statements. These statements reflect a current view , which speak only as of future events and are subject to certain risks and uncertainties as contained the date of this prospectus or, in the DiaMedica’s filings with the Canadian securities regulators, all case of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among othersdocuments referred to or incorporated by reference, the difficulty date of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulatorsthose documents. Should one All subsequent written or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these oral forward-looking statementsstatements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. DiaMedica undertakes no obligation, and does We do not intend undertake any obligation to update, revise or otherwise release publicly release any revisions to these forward-forward- looking statements to reflect events or circumstances after the date hereof, of this prospectus or to reflect the occurrence of any unanticipated events, unless except as may be required by under applicable U.S. securities law. Although management believes that expectations are based on reasonable assumptionsIf we do update one or more forward-looking statements, no assurance can inference should be given drawn that these expectations we will materializemake additional updates with respect to those or other forward-looking statements.

Appears in 1 contract

Sources: Sales Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made in this This press release that are not historical facts contain includes certain "forward-looking information that involves risk information" and uncertainties"forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable Canadian and United States securities legislation including the United States Private Securities Litigation Reform Act of 1995. All statements, including the anticipated closing date, other than statements of historical facts, which address DiaMedica’s expectations, should be considered forward-looking statements. Such statements fact are based on management’s exercise of business judgment as well as assumptions made by and information currently available to management. When used in this press release, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statements. Forward-looking statements in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant to the license agreementare frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and its anticipation for DM 199 upon successful development of the drugsimilar expressions, or statements that events, conditions, or results "will", "may", "could", or "should" occur or be achieved. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and all other statements that are not statements of historical fact. You should not place undue reliance on these forward-looking statements. These statements reflect a current view of actual results and future events and are subject to certain risks and uncertainties as contained in the DiaMedica’s filings with the Canadian securities regulators, all of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking such statements. DiaMedica undertakes no obligationImportant factors that could cause actual results to differ materially from NovaCopper's expectations include the uncertainties involving receipt of required regulatory approvals, satisfaction of closing conditions, the need for additional financing to explore and does not intend develop properties and availability of financing in the debt and capital markets; uncertainties involved in the interpretation of drilling results and geological tests and the estimation of reserves and resources; the need for cooperation of government agencies and native groups in the development and operation of properties and infrastructure; the need to updateobtain permits and governmental approvals; risks of construction and mining projects such as accidents, revise equipment breakdowns, bad weather, non-compliance with environmental and permit requirements, unanticipated variation in geological structures, metal grades or otherwise publicly release any revisions recovery rates; unexpected cost increases, which could include significant increases in estimated capital and operating costs; fluctuations in metal prices and currency exchange rates; and other risks and uncertainties disclosed in NovaCopper's Annual Report on Form 10-K for the year ended November 30, 2015 filed with Canadian securities regulatory authorities and with the United States Securities and Exchange Commission and in other NovaCopper reports and documents filed with applicable securities regulatory authorities from time to these time. NovaCopper's forward-looking statements to reflect events or circumstances after the beliefs, opinions and projections on the date hereofthe statements are made. NovaCopper assumes no obligation to update the forward-looking statements or beliefs, opinions, projections, or to reflect the occurrence of any unanticipated eventsother factors, unless should they change, except as required by law. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materialize.

Appears in 1 contract

Sources: Share Purchase Agreement (NovaCopper Inc.)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made in this This press release that are not historical facts contain includes forward-looking information statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involves risk are subject to risks, uncertainties and uncertainties. All other important factors that could cause actual results to differ materially from those indicated by such forward-looking statements, other than including statements relating to the expected benefits of historical factsthe Company’s collaboration with ▇▇▇▇▇▇▇, which address DiaMedicaas well as the expected benefits of the working capital received through the equity investment by JJDC; the expected benefits of the Company’s expectationsstrategic plans; the Company’s expectations regarding future potential milestone and royalty payments under the collaboration; and the objectives, should be considered plans and goals of the collaboration. Achillion may use words such as “expect,” “anticipate,” “project,” “intend,” “plan,” “aim,” “believe,” “seek,” “ estimate,” “can,” “focus,” “will,” and “may” and similar expressions to identify such forward-looking statements. Such statements are based on management’s exercise of business judgment as well as assumptions made Among the important factors that could cause actual results to differ materially from those indicated by and information currently available to management. When used in this press release, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any such forward-looking statements. Forward-looking statements in this press release include statements concerning DiaMedicaare risks relating to, among other things Achillion’s expectation that it will receive payments from Ahon pursuant to the license agreement, ability to: comply with its obligations under and otherwise maintain its anticipation for DM 199 upon successful development of the drug, and all other statements that are not statements of historical fact. You should not place undue reliance on these forward-looking statements. These statements reflect a current view of future events and are subject to certain risks and uncertainties as contained in the DiaMedica’s filings collaboration agreement with the Canadian securities regulators, all of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇)▇ on the agreed upon terms; demonstrate, either alone or through its collaborators, the requisite safety, efficacy and combinability of its drug candidates, and advance the preclinical and clinical development of its drug candidates under the timelines it projects in current and future clinical trials; obtain and maintain necessary regulatory approvals; obtain and maintain patent protection for its drug candidates and the freedom to operate under third party intellectual property; establish commercial manufacturing arrangements; identify, enter into and maintain collaboration agreements with appropriate third-parties; compete effectively and successfully ; manage expenses; manage litigation; raise the substantial additional capital needed to achieve its business objectives; and successfully execute on its business strategies. These risks and uncertainties include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals risks are described in the reports filed by Achillion with the U.S. Securities and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma Exchange Commission, including its Annual Report on Form 10-K for the developmentyear ended December 31, regulatory2014, salesits quarterly report on Form 10-Q for the quarter ended March 31, marketing2015, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking statements. DiaMedica undertakes no obligation, and does not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events, unless required by law. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materializeits subsequent SEC filings.

Appears in 1 contract

Sources: Collaboration and License Agreement (Achillion Pharmaceuticals Inc)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made in this press release that are not historical facts This prospectus supplement, the accompanying prospectus and the information incorporated by reference herein and therein contain or incorporate forward-looking information that involves risk statements within the meaning of Section 27A of the Securities Act and uncertaintiesSection 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statementsThese forward- looking statements reflect management’s beliefs and assumptions. In addition, other than statements of historical facts, which address DiaMedica’s expectations, should be considered these forward-looking statements. Such statements are based on reflect management’s exercise current views with respect to future events or our financial performance, and involve certain known and unknown risks, uncertainties and other factors, including those identified below, which may cause our or our industry’s actual or future results, levels of business judgment as well as assumptions made activity, performance or achievements to differ materially from those expressed or implied by and information currently available to management. When used in this press release, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statementsstatements or from historical results. We intend the forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include information concerning our possible or assumed future results of operations and statements preceded by, followed by, or that include the words “may,” “will,” “could,” “would,” “should,” “believe,” “expect,” “plan,” “anticipate,” “intend,” “estimate,” “predict,” “potential” or similar expressions. Forward-looking statements are inherently subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate. Although we believe that the expectations reflected in this press release include the forward-looking statements concerning DiaMedica’s expectation are based upon reasonable assumptions at the time made, we can give no assurance that it the expectations will receive payments be achieved. Future events and actual results, financial and otherwise, may differ materially from Ahon pursuant the results discussed in the forward- looking statements. Readers are cautioned not to the license agreement, and its anticipation for DM 199 upon successful development of the drug, and all other statements that are not statements of historical fact. You should not place undue reliance on these forward-looking statements. These statements reflect a current view of future events The factors described under “Risk Factors” in this prospectus supplement and are subject to certain risks and uncertainties as contained in the DiaMedica’s filings with the Canadian securities regulatorsany documents incorporated by reference herein, all of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time could cause our or our industry’s future results to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from historical results or those anticipated or expressed in these any of our forward-looking statements. DiaMedica undertakes no obligationWe operate in a continually changing business environment, and does new risk factors emerge from time to time. Other unknown or unpredictable factors also could have material adverse effects on our future results, performance or achievements. We cannot intend to updateassure you that projected results or events will be achieved or will occur. You should read this prospectus supplement, revise or otherwise publicly release any revisions to these the accompanying prospectus and the information incorporated by reference herein and therein completely and with the understanding that our actual future results may be materially different from what we expect. Any forward-looking statements statement speaks only as of the date of this prospectus supplement. We do not assume any obligation to reflect update any forward-looking statements, whether as a result of new information, future events or circumstances after the date hereofotherwise, or to reflect the occurrence of any unanticipated events, unless except as required by law. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materialize.

Appears in 1 contract

Sources: Sales Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made in this press release that are not historical facts This prospectus and the documents incorporated by reference herein contain forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act. In some cases, you can identify forward-looking statements by terms such as “may,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negative of these terms or other similar expressions. The forward-looking statements in this prospectus and the information incorporated by reference in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that involves risk we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus and we do not assume any obligation to update any forward-looking statements except as required by applicable law. Forward-looking statements are subject to a number of risks, uncertainties and assumptions in other documents we file from time to time with the SEC, specifically our most recent Annual Report on Form 10- K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. All statements, other than The events and circumstances reflected in our forward-looking statements of historical facts, which address DiaMedica’s expectations, should may not be considered achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Such statements are based on management’s exercise Some of business judgment as well as assumptions made by the key factors that could cause actual results to differ from our expectations include: • our expectations regarding our expenses and information currently available revenue, our ability to management. When used in this press releasemaintain and grow adjusted EBITDA and to achieve profitability, the words “may”sufficiency of our cash resources, “will”our needs for additional financing, “anticipate”, “believe”, “estimate”, “expect”, “intend” our ability to effectively manage expenses and words of similar import, are intended to identify any forward-looking statements. Forward-looking statements in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant to the license agreementcash flows, and its anticipation for DM 199 upon successful development our ability to remain in compliance with financial and other covenants under our indebtedness; • our ability, including the timing and extent, to obtain additional financing and sufficiently manage costs and to fund investments in our operations in amounts necessary to support the execution of our growth strategy; • our ability, including the timing and extent, to successfully execute our growth strategy, cost- effectively attract new customers and retain existing customers, and to expand our direct-to- consumer product offerings; • our ability to sustain the recent increase in demand resulting from the COVID-19 (coronavirus) pandemic and to retain new customers; • the potential adverse impact of the drugCOVID-19 pandemic on our operations and results, including as a result of the loss of adequate labor, any prolonged closures, or series of temporary closures, of one or more fulfillment centers, supply chain or carrier interruptions or delays, or changes in consumer behaviors, both when stay-at-home and all other statements that restaurant restriction orders are not statements lifted and/or as a result of historical fact. You should not place undue reliance the COVID-19 pandemic’s impact on these forward-looking statements. These statements reflect a current view financial markets and economic conditions; • our ability to identify, consummate and realize the anticipated benefits of future events strategic alternatives and are subject to certain the structure, terms and specific risks and uncertainties as contained associated with any such potential strategic alternatives; • our expectations regarding the benefits and expected costs and charges associated with our plan to close our Arlington, Texas fulfillment center, together with any potential disruption to our workforce and operations associated with such closure and related transfer of production volume to our Linden, New Jersey and Richmond, California fulfillment centers; • our ability to maintain and grow the value of our brand and reputation; • our expectations regarding, and the stability of, our supply chain, including potential shortages or interruptions in the DiaMedica’s filings supply or delivery of ingredients, as a result of COVID-19 or otherwise; • our ability to maintain food safety and prevent food-borne illness incidents; • changes in consumer tastes and preferences or in consumer spending; • our ability to effectively compete; • our ability to attract and retain qualified employees and key personnel; • our ability to comply with modified or new laws and regulations applying to our business; • our vulnerability to adverse weather conditions, natural disasters and pandemics; and • our ability to obtain and maintain intellectual property protection. Blue Apron creates incredible experiences. Founded in 2012, we are building a consumer lifestyle brand that symbolizes the Canadian securities regulatorsemotional human connections that are formed through the cooking experiences we create. Our core product is the meal experience we help our customers create. These experiences extend from discovering new recipes, all ingredients, and cooking techniques to preparing meals with families and loved ones to sharing photos and stories of culinary triumphs. Central to these experiences are the original recipes we design and send along with fresh, seasonally inspired ingredients directly to our customers. We also sell wine, which can be paired with our meals, and we sell a curated selection of cooking tools, utensils, pantry items, and add-on products for different culinary occasions, which are available on SEDAR tested and recommended by our culinary team. Our customers span ages, geographies, income brackets, and levels of culinary expertise. They include recent college graduates, young couples, families, singles, and empty nesters. Our passionate community of home cooks tell us, through emails, phone calls, and social media, how much Blue Apron has changed their lives. Central to our operations, we have developed an integrated ecosystem that employs technology and expertise across many disciplines. Our supply-demand coordination activities — demand planning, recipe creation, recipe merchandising, fulfillment operations, and marketing — drive our end-to-end value chain. Our principal executive offices are located at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and our telephone number at that address is (▇▇▇) ▇▇▇-▇▇▇▇. Our website address is ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇). These The information contained on, or that can be accessed through, our website is not a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference. Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties includedescribed in this prospectus and any accompanying prospectus supplement, among othersincluding the risk factors set forth in our filings we make with the SEC from time to time, that are incorporated by reference herein, including the difficulty of developing pharmaceutical productsrisk factors set forth in our Annual Report on Form 10-K for the year ended December 31, obtaining regulatory 2019 and other approvals Quarterly Report for the quarter ended March 31, 2020 before making an investment decision pursuant to this prospectus and achieving market acceptance; risks any accompanying prospectus supplement relating to a specific offering. Our business, financial condition and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma operations could be materially and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one adversely affected by any or more all of these risks or by additional risks and uncertainties materialize, not presently known to us or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated that we currently deem immaterial that may adversely affect us in these forward-looking statements. DiaMedica undertakes no obligation, and does not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events, unless required by law. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materializefuture.

Appears in 1 contract

Sources: Equity Distribution Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made in this This press release that are not historical facts contain contains forward-looking information statements of AVEO within the meaning of The Private Securities Litigation Reform Act of 1995 that involves risk involve substantial risks and uncertainties. All statements, other than statements of historical facts, which address DiaMedica’s expectations, should be considered contained in this press release are forward-looking statements. Such statements are based on management’s exercise of business judgment as well as assumptions made by and information currently available to management. When used in this press release, the The words “may”, “will”, “anticipate”, ,” “believe”, ,” “estimate”, ,” “expect”, ,” “intend,and words “may,” “plan,” “target,” “potential,” “could,” “should,” “seek,” or the negative of these terms or other similar importexpressions, are intended to identify any forward-looking statements, although not all forward-looking statements contain these identifying words. ForwardThese forward-looking statements include, among others, statements about payments that may be received by AVEO under both the option agreement and any future license agreement with Ophthotech, the potential development of tivozanib in ocular diseases, the potential for AVEO to realize value for tivozanib in an indication outside of cancer and to further develop tivozanib in cancer indications through additional partnerships. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that AVEO makes due to a number of important factors, including risks relating to: Ophthotech’s ability and willingness to successfully develop tivozanib in non-oncologic diseases of the eye, including the risk that Ophthotech does not elect to exercise its option to enter into a license agreement with AVEO to further develop tivozanib in this indication; AVEO’s ability to execute on its business strategy and enter into and maintain new strategic partnerships and collaboration agreements; AVEO’s ability to successfully enroll and complete clinical trials and preclinical studies of its product candidates; AVEO’s ability to demonstrate to the satisfaction of the FDA, or equivalent foreign regulatory agencies, the safety, efficacy and clinically meaningful benefit of its product candidates; AVEO’s ability to achieve and maintain compliance with all regulatory requirements applicable to its product candidates; AVEO’s ability to obtain and maintain adequate protection for intellectual property rights relating to its product candidates and technologies; developments and expenses related to AVEO’s ongoing shareholder litigation and SEC inquiry; AVEO’s ability to raise the substantial additional funds required to achieve its goals; unplanned capital requirements; adverse general economic and industry conditions; competitive factors; and those risks discussed in the section titled “Risk Factors” included in AVEO’s most recent Quarterly Report on Form 10-Q and in its other filings with the SEC. The forward-looking statements in this press release include statements concerning DiaMedicarepresent AVEO’s expectation that it will receive payments from Ahon pursuant to the license agreement, and its anticipation for DM 199 upon successful development views as of the drugdate of this press release. AVEO anticipates that subsequent events and developments will cause its views to change. However, and all other while AVEO may elect to update these forward-looking statements that are not statements of historical factat some point in the future, it specifically disclaims any obligation to do so. You should should, therefore, not place undue reliance rely on these forward-looking statementsstatements as representing AVEO’s views as of any date subsequent to the date of this press release. These statements reflect a current view of future events Company, Media and are subject to certain risks and uncertainties as contained in the DiaMedica’s filings with the Canadian securities regulators, all of which are available on SEDAR (Investor Contact: ▇▇▇.▇▇ ▇▇▇▇▇., Argot Partners (▇▇▇). These risks and uncertainties include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward) ▇▇▇-looking statements. DiaMedica undertakes no obligation, and does not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events, unless required by law. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materialize.▇▇▇▇

Appears in 1 contract

Sources: Research and Exclusive Option Agreement (Aveo Pharmaceuticals Inc)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The This prospectus supplement, the accompanying prospectus, and the Securities and Exchange Commission, or SEC, filings that are incorporated by reference into this prospectus supplement and the accompanying prospectus contain or incorporate by reference “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These statements are often, but not always, made in this press release that through the use of words or phrases such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend” and similar words or phrases. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts contain forward-looking information that involves risk and may be forward- looking. Accordingly, these statements involve estimates, assumptions, risks and uncertainties. All statements, other than statements of historical facts, which address DiaMedica’s expectations, should be considered forward-looking statements. Such statements are based on management’s exercise of business judgment as well as assumptions made by and information currently available including the risks discussed in the section titled “Risk Factors,” that could cause actual results to management. When used differ materially from those expressed in this press release, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statements. Forward-looking statements in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant to the license agreement, and its anticipation for DM 199 upon successful development of the drug, and all other statements that are not statements of historical factthem. You should not place undue reliance on these forward-looking statements. These Although forward-looking statements reflect a current view of future events management’s good faith beliefs, reliance should not be placed on forward-looking statements because they involve known and are subject to certain risks and unknown risks, uncertainties as contained in the DiaMedica’s filings with the Canadian securities regulators, all of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for factors, which may cause the developmentactual results, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability performance or achievements to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these future results, performance or achievements expressed or implied by such forward-looking statements. DiaMedica undertakes no obligationThese forward-looking statements include, but are not limited to, statements about: • our ability to continue as a going concern, our anticipated future capital requirements and does not intend to updatethe terms of any capital financing agreements; • progress and preliminary and future results of any clinical trials; • anticipated regulatory filings, revise or otherwise publicly release any revisions to requirements and future clinical trials; • timing and amount of future contractual payments, product revenue and operating expenses; and • market acceptance of our products and the estimated potential size of these markets. Discussions containing these forward-looking statements may be found throughout this prospectus supplement, the accompanying prospectus, and the SEC filings that are incorporated by reference into this prospectus supplement and the accompanying prospectus. Forward-looking statements speak only as of the date the statements are made. We undertake no obligation to update the forward-looking statements or to reflect events or circumstances after circumstances. The risks discussed in this prospectus supplement, the date hereofaccompanying prospectus, or to reflect and the occurrence of any unanticipated events, unless required SEC filings that are incorporated by law. Although management believes that expectations are based on reasonable assumptions, no assurance can reference into this prospectus supplement and the accompanying prospectus should be given that these expectations will materializeconsidered in evaluating our prospects and future financial performance.

Appears in 1 contract

Sources: Offering Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made in this press release that are not historical facts This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain forward-looking information that involves risk statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect the current views of our senior management with respect to future events and uncertaintiesour financial performance. All statements, other than These statements of historical facts, which address DiaMedica’s expectations, should be considered include forward-looking statementsstatements with respect to our business and industry in general. Such statements are based on management’s exercise of business judgment as well as assumptions made by and information currently available to management. When used in this press release, Statements that include the words “expect,” “intend,” “believe,” “estimate,” “may”, ,” “can,” “will”, ,” “should,” “could,” “anticipate”, “believe”, “estimate”, “expect”, “intend” and words similar statements of similar import, are intended to identify any a future or forward-looking statementsnature identify forward-looking statements for purposes of the federal securities laws or otherwise. Forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We believe that these factors include, but are not limited to, the following: • the impact of laws, regulations and policies of regulatory agencies or the U.S. government applicable to water, wastewater and electric utility operations; • ability of our subsidiaries, Golden State Water Company, or GSWC, Bear Valley Electric Service, Inc., or BVES, to recover their respective costs through regulated rates, including increased costs associated with addressing climate change risks, such as drought and wildfires in California, costs incurred in connection with complying with water quality regulations, and increased costs of operation and maintenance due to inflation, supply chain disruptions and increases in interest rates, while facing an increase in customer rate increase opposition and possible reluctance from the California Public Utilities Commission (the “CPUC”) to pass all such costs to the customers; • customer dissatisfaction due to rising rates needed to recover the costs of replacing aging infrastructure, address climate change risks, comply with water quality, renewable energy and greenhouse gas regulation; • all of our contracts for providing services on military bases are provided to the U.S. government under long-term, fixed-price contracts subject to annual economic price adjustments; • all contracts for providing services on military bases may be terminated or suspended at any time by the government; • Our subsidiary, American States Utility Services, Inc., or ASUS, is subject to potential government audits or investigations of its business practices and compliance with government procurement statutes and regulations that could result in fines and penalties; • GSWC and BVES are subject to potential audit and investigations by the CPUC for failure to comply with regulations applicable to public utilities, including failure to comply with state and federal water quality requirements, wildfire mitigation plans, renewable energy legislation, greenhouse gas regulations and other climate related regulations that could result in fines and penalties; • we compete with other companies in bidding on providing utility services on military bases which involves estimating costs and potential profits that may not be realized; • the impact of water quality and wastewater quality regulations on military bases; • asset or business acquisitions may not yield the anticipated benefits; • the impact of climate change and extreme weather events, including droughts, storms, high wind events, wildfires, flash flooding and other natural disasters, and the effects they could have on our operations; • our assets at our regulated utilities are subject to condemnation by municipalities and other governmental subdivisions; • increases in the costs of obtaining and complying with the terms of franchise agreements; • damage to our reputation or adverse publicity may lead to increased regulatory oversight or sanctions; S-2 • costs and effects of legal and administrative proceedings, settlements, investigations and claims; • our ability to control operation and maintenance costs within the amounts that have been approved in rates or estimated in our military base contracts; • the outbreak of pandemics, such as COVID-19, and other events that may cause region-wide, statewide, nationwide or even global disruption, which could impact our businesses, operations, cash flows or financial results; • the inherent risk of damage to private property and injury to employees and the general public involved in the generation, transmission and distribution of electricity, the handling of hazardous materials and equipment, and being in close proximity to public utility construction and maintenance operations; • the impact of groundwater contamination and the increasing costs associated with treatment and mitigation; • risks of incurring losses not covered by insurance or recoverable in rates; • the adequacy of water supplies due to fluctuations of weather, climate change, and other uncontrollable factors; • the impact that water conservation efforts may have on GSWC’s operations and costs incurred; • changes in electricity and natural gas prices in California; • failure to make accurate estimates about financing and accounting matters; • changes in accounting, public utility, environmental and tax laws and regulations affecting our businesses; • changes in fair value of investments and other assets; • the performance of subcontractors engaged to assist us in the performance of contracted services on military bases; • incomplete or delayed reimbursement from the U.S. government and delays in obtaining decisions from the CPUC on regulated public utility rates that can adversely impact our financial condition and liquidity; • physical security of our critical assets, personnel and data critical to our business, employees, customers and vendors; • cybersecurity incidents that could disrupt critical information technology systems, resulting in the loss of financial and other information critical for operations and the breach of confidential information of our customers, employees and vendors; • our ability to attract, retain, train, motivate, develop, and transition key employees; • the failure of our employees to maintain required certifications and licenses or to complete required compliance training; • changes in interest rates and our ability to borrow funds and access bank and capital markets on reasonable terms; • the impact of inflation and supply chain disruptions on our operational costs and costs of capital that may not be recovered in rates for our regulated utilities and through economic price adjustments for our military bases; • results of financing efforts, including the ability to obtain financing on favorable terms, which can be affected by various factors, including credit ratings, interest rate fluctuations, compliance with debt covenants and conditions, delays in receiving general rate case decisions from the CPUC, and general market and economic conditions; • actions by credit rating agencies to downgrade AWR or GSWC’s credit ratings or to place those ratings on negative outlook; • our ability to finance the significant capital expenditures required by our operations, which are increasing; • volatility in the price of our common shares; • declines in the market prices of equity and fixed-income securities and resultant cash funding requirements for defined benefit pension plans and other post-retirement benefit plans; • our reliance on cash flow from our subsidiaries to meet our financial obligations and to pay dividends on our common shares; • the geographic concentration of our operations in California; and • other risks and uncertainties described from time to time in our filings with the SEC. Although we believe that the expectations reflected in the forward-looking statements are reasonable based on our current knowledge of our business and operations, we cannot guarantee future results, levels of activity, performance or achievements. The foregoing factors should not be construed as exhaustive and should be read together with other cautionary statements, including those made in this press release include prospectus supplement under the heading “Risk Factors” and those made under the heading “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future, including subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and in any free writing prospectus. If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Any forward-looking statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant you read in this prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein by reference reflect our views as of their respective dates and are subject to the license agreementthese and other risks, uncertainties and its anticipation for DM 199 upon successful development assumptions relating to our operations, results of the drugoperations, growth strategy and all other statements that are not statements of historical factliquidity. You should not place undue reliance on these forward-looking statements. These statements reflect a current view of future events and are subject to certain risks and uncertainties as contained in the DiaMedica’s filings with the Canadian securities regulators, you should carefully consider all of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among othersthe factors identified in this prospectus supplement, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, accompanying prospectus and the terms of such additional financing; documents incorporated herein and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, therein by reference that could cause actual results could differ materially from those anticipated in these to differ. Forward-looking statements speak only as of the date they are made and AWR expressly disclaims an obligation to publicly update or revise any forward-looking statements. DiaMedica undertakes no obligation, and does not intend to updatewhether as a result of new information, revise or otherwise publicly release any revisions to these forward-looking statements to reflect future events or circumstances after the date hereofotherwise, or to reflect the occurrence of any unanticipated events, unless except as required by law. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materialize.

Appears in 1 contract

Sources: Equity Distribution Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made in this press This news release that are not historical facts contain includes certain "forward-looking information that involves risk information” and uncertainties"forward-looking statements” (collectively "forward-looking statements”) within the meaning of applicable Canadian and United States securities legislation including the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical factsfact, which address DiaMedica’s expectationsincluded herein, should be considered forward-looking statements. Such including, without limitation, statements regarding the ATM Program and the use of proceeds of sales, if any, under the ATM Program are based on management’s exercise of business judgment as well as assumptions made by and information currently available to management. When used in this press release, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statements. Forward-looking statements in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant to the license agreementare frequently, but not always, identified by words such as "expects”, "anticipates”, "believes”, "intends”, "estimates”, "potential”, "possible”, and its anticipation for DM 199 upon successful development of the drugsimilar expressions, or statements that events, conditions, or results "will”, "may”, "could”, or "should” occur or be achieved. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and all other statements that are not statements of historical fact. You should not place undue reliance on these forward-looking statements. These statements reflect a current view of actual results and future events and are subject to certain risks and uncertainties as contained in the DiaMedica’s filings with the Canadian securities regulators, all of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking such statements. DiaMedica undertakes no obligationImportant factors that could cause actual results to differ materially from the Company's expectations include the uncertainties involving the outcome of pending litigation, success of exploration activities, permitting timelines, requirements for additional capital, government regulation of mining operations, environmental risks, prices for energy inputs, labour, materials, supplies and does not intend services, uncertainties involved in the interpretation of drilling results and geological tests, unexpected cost increases and other risks and uncertainties disclosed in the Company’s Annual Report on Form 10-K for the year ended November 30, 2024 filed with Canadian securities regulatory authorities and with the United States Securities and Exchange Commission and in other Company reports and documents filed with applicable securities regulatory authorities from time to update, revise or otherwise publicly release any revisions to these time. The Company's forward-looking statements to reflect events or circumstances after the beliefs, opinions and projections on the date hereofthe statements are made. The Company assumes no obligation to update the forward-looking statements or beliefs, opinions, projections, or to reflect the occurrence of any unanticipated eventsother factors, unless should they change, except as required by law. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materialize.

Appears in 1 contract

Sources: Equity Distribution Agreement (Trilogy Metals Inc.)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The Certain statements made in this press release that are not historical facts contain may constitute “forward-looking” statements as defined in Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by the Securities and Exchange Commission (the “SEC”), all as may be amended from time to time. Such forward-looking information statements involve known and unknown risks, uncertainties and other important factors that involves risk could cause the actual results, performance or achievements of Great Lakes and uncertainties. All statementsits subsidiaries, other than statements of historical factsor industry results, which address DiaMedica’s expectationsto differ materially from any future results, should be considered performance or achievements expressed or implied by such forward-looking statements. Such statements Statements that are based on management’s exercise of business judgment as well as assumptions made by and information currently available to management. When used in this press release, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, not historical fact are intended to identify any forward-looking statements. Forward-looking statements in this press release include can be identified by, among other things, the use of forward-looking language, such as the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “may,” “would,” “could,” “should,” “seeks,” or “scheduled to,” or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements concerning DiaMedica’s expectation that it will receive payments from Ahon are being made pursuant to the license agreement, Exchange Act and its anticipation for DM 199 upon successful development the PSLRA with the intention of obtaining the benefits of the drug, and all other statements “safe harbor” provisions of such laws. Great Lakes cautions investors that are not statements of historical fact. You should not place undue reliance on these any forward-looking statements. These statements reflect a current view made by Great Lakes are not guarantees or indicative of future events and are subject to certain risks and uncertainties as contained in the DiaMedica’s filings with the Canadian securities regulators, all of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇)performance. These risks and uncertainties include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory Important assumptions and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other important factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, that could cause actual results could to differ materially from those anticipated in these forward-looking statements. DiaMedica undertakes no obligation, and does not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements with respect to reflect events or circumstances after Great Lakes, include, but are not limited to: our ability to obtain federal government dredging and other contracts; our ability to qualify as an eligible bidder under government contract criteria and to compete successfully against other qualified bidders; risks associated with cost over-runs, operating cost inflation and potential claims for liquidated damages, particularly with respect to our fixed cost contracts; the date hereoftiming of our performance on contracts; significant liabilities that could be imposed were we to fail to comply with government contracting regulations; risks related to international dredging operations, or including instability in the Middle East; a significant negative change to reflect large, single customer contracts from which a significant portion of our international revenue is derived; changes in previously-recorded revenue and profit due to our use of the occurrence percentage-of-completion method of accounting; consequences of any unanticipated eventslapse in disclosure controls and procedures or internal control over financial reporting; changes in the amount of our estimated backlog; our ability to obtain bonding or letters of credit; increasing costs to operate and maintain aging vessels; equipment or mechanical failures; acquisition integration and consolidation risks; liabilities related to our historical demolition business; impacts of legal and regulatory proceedings; unforeseen delays and cost overruns related to the construction of new vessels; our becoming liable for the obligations of joint ventures, unless required partners and subcontractors; capital and operational costs due to environmental regulations; unionized labor force work stoppages; maintaining an adequate level of insurance coverage; information technology security breaches; our substantial amount of indebtedness; restrictions imposed by lawfinancing covenants; the impact of adverse capital and credit market conditions; limitations on our hedging strategy imposed by new statutory and regulatory requirements for derivative transactions; foreign exchange risks; changes in macroeconomic indicators and the overall business climate; and losses attributable to our investments in privately financed projects. Although management believes that expectations are based For additional information on reasonable assumptionsthese and other risks and uncertainties, no assurance can be given that these expectations will materializeplease see Item 1A. “Risk Factors” of Great Lakes’ Annual Report on Form 10-K for the year ended December 31, 2015, and in other securities filings by Great Lakes with the SEC.

Appears in 1 contract

Sources: Board Resolutions (Privet Fund Management LLC)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made in this press release that are not historical facts contain This prospectus including the documents incorporated by reference contains forward-looking information that involves risk and uncertaintiesstatements. All statements, statements other than statements of historical facts, which address DiaMedica’s expectationsincluding statements regarding our future financial position, should be considered liquidity, business strategy and plans and objectives of management for future operations, are forward-looking statements. Such statements are based on management’s exercise of business judgment as well as assumptions made by and information currently available to management. When used in this press release, the The words “believe,” “may”, ,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will”, “anticipate”, “believe”, “estimate”, ,” “expect”, “intend” and words of similar importexpressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements are contained in the risk factors that follow and elsewhere in this prospectus and the incorporated documents. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise. Forward-looking statements in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant to the license agreement, and its anticipation for DM 199 upon successful development For more information regarding some of the drug, and all other statements that are not statements of historical fact. You should not place undue reliance on these forward-looking statements. These statements reflect a current view of future events and are subject to certain ongoing risks and uncertainties of our business, see the risk factors that follow and or that are disclosed in our incorporated documents. Investing in our securities involves risks. Before purchasing the securities offered by this prospectus you should consider carefully the risk factors incorporated by reference in this prospectus from our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Commission on March 27, 2020, as well as the risks, uncertainties and additional information (i) set forth in our reports on Forms 10-K, 10-Q and 8-K and in the other documents incorporated by reference in this prospectus that we file with the Commission after the date of this prospectus and which are deemed incorporated by reference in this prospectus, and (ii) the information contained in the DiaMedica’s filings with the Canadian securities regulatorsany applicable prospectus supplement. For a description of these reports and documents, all and information about where you can find them, see “Incorporation of which are available on SEDAR (▇▇▇Certain Information By Reference.▇▇▇▇▇.▇▇▇). These ” The risks and uncertainties includewe discuss in this prospectus and in the documents incorporated by reference in this prospectus are those that we currently believe may materially affect our company. Additional risks not presently known, among othersor currently deemed immaterial, also could materially and adversely affect our financial condition, results of operations, business and prospects. Unless we specify otherwise in an accompanying prospectus supplement, we intend to use the difficulty net proceeds from the sale of developing pharmaceutical products, obtaining regulatory the securities by us to provide additional funds for working capital and other approvals general corporate purposes. Any specific allocation of the net proceeds of an offering of securities will be determined at the time of such offering and achieving market acceptance; risks and results will be described in the accompanying supplement to this prospectus. We are authorized to issue 100,000,000 shares of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the developmentcommon stock, regulatory, sales, marketingpar value $0.001 per share, and commercial activities and associated costs 5,000,000 shares of DM199 preferred stock, par value $0.001 per share. We are authorized to issue 100,000,000 shares of common stock, par value $0.001 per share. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of shareholders, including the election of directors. There is no cumulative voting in the licensed territories; need forelection of directors. In the event of our liquidation or dissolution, and ability holders of common stock are entitled to obtain, additional financing to fund future development share ratably in all assets remaining after payment of DM199, liabilities and the terms liquidation preferences of such additional financing; any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and have no right to convert their common stock into any other factors identified securities and discussed there are no redemption provisions applicable to our common stock. The holders of common stock are entitled to any dividends that may be declared by the Board of Directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and any contractual restrictions we have against the payment of dividends on common stock. We have not paid dividends on our common stock since inception and do not plan to pay dividends on our common stock in the foreseeable future. As of April 1, 2020, we had 52,140,699 shares of common stock outstanding. In addition, as of that date, there were 1,084,229 shares underlying our outstanding warrants and stock options. We are authorized to issue 5,000,000 shares of “blank check” preferred stock with designations, rights and preferences as may be determined from time to time in DiaMedica’s filings with Canadian securities regulatorsby our Board of Directors. Should one As the date of this prospectus, we had no shares of preferred stock issued and outstanding. Preferred stock is available for possible future financings or more acquisitions and for general corporate purposes without further authorization of these risks or uncertainties materializeour shareholders unless such authorization is required by applicable law, or should underlying assumptions prove incorrectthe rules of any securities exchange or market on which our stock is then listed or admitted or trading. Our Board of Directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance of preferred stock, actual results while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing a change in control of the Company. For a description of how future issuances of our preferred stock could differ materially affect the rights of our shareholders, see “Certain Provisions of Delaware Law and of Our Charter and Bylaws - Issuance of “blank check” Preferred Stock,” below. A prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include: ● the title and stated or par value of the preferred stock; ● the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock; ● the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock; ● whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from those anticipated which dividends on the preferred stock shall accumulate; ● the provisions for a sinking fund, if any, for the preferred stock; ● any voting rights of the preferred stock; ● the provisions for redemption, if applicable, of the preferred stock; ● any listing of the preferred stock on any securities exchange; ● the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion price or the manner of calculating the conversion price and conversion period; ● if appropriate, a discussion of federal income tax consequences applicable to the preferred stock; and ● any other specific terms, preferences, rights, limitations or restrictions of the preferred stock. We may issue warrants for the purchase of common stock. Warrants may be issued independently or together with other securities and may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement. The following outlines some of the general terms and provisions of the warrants that we may issue from time to time. Additional terms of the warrants and the applicable warrant agreement will be set forth in these forward-looking statementsthe applicable prospectus supplement. DiaMedica undertakes no obligationThe following descriptions, and does any description of the warrants included in a prospectus supplement, may not intend be complete and is subject to updateand qualified in its entirety by reference to the terms and provisions of the applicable warrant agreement, revise or otherwise publicly release which we will file with the Commission in connection with any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence offering of any unanticipated events, unless required by law. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materializewarrants.

Appears in 1 contract

Sources: At the Market Offering Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made in this press release that are not historical facts contain This document includes “forward-looking information that involves risk and uncertaintiesstatements” as defined under the federal securities laws. All statements, statements other than statements of historical factsfact included or incorporated by reference in this communication, which address DiaMedicaincluding, among other things, statements regarding the proposed business combination transaction between CleanSpark and GRIID, future events, plans and anticipated results of operations, business strategies, the anticipated benefits of the proposed transaction, the anticipated impact of the proposed transaction on the combined company’s expectationsbusiness and future financial and operating results, should be considered the expected amount and timing of synergies from the proposed transaction, the anticipated closing date for the proposed transaction and other aspects of CleanSpark’s or GRIID’s operations or operating results are forward-looking statements. Such Words and phrases such as “ambition,” “anticipate,” “estimate,” “believe,” “budget,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will,” “would,” “expect,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target” and other similar words can be used to identify forward- looking statements. However, the absence of these words does not mean that the statements are based on managementnot forward-looking. Where, in any forward-looking statement, CleanSpark or GRIID expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to be reasonable at the time such forward-looking statement is made. However, these statements are not guarantees of future performance and involve certain risks, uncertainties and other factors beyond CleanSpark’s exercise of business judgment as well as assumptions made by or GRIID’s control. Therefore, actual outcomes and information currently available to management. When used results may differ materially from what is expressed or forecast in this press release, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statements. ForwardThe following important factors and uncertainties, among others, could cause actual results or events to differ materially from those described in forward-looking statements: • CleanSpark’s ability to successfully integrate GRIID’s businesses and technologies, which may result in the combined company not operating as effectively and efficiently as expected; • the risk that the expected benefits and synergies of the proposed transaction may not be fully achieved in a timely manner, or at all; • the risk that CleanSpark or GRIID will be unable to retain and hire key personnel; • the risk associated with GRIID’s ability to obtain the approval of its stockholders required to consummate the proposed transaction and the timing of the closing of the proposed transaction, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all or the failure of the transaction to close for any other reason or to close on the anticipated terms, including the anticipated tax treatment; • the risks related to the value of the merger consideration and exchange ratio fluctuating based on factors that will not be known until closing of the proposed transaction; • the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction; unanticipated difficulties, liabilities or expenditures relating to the transaction; • the effect of the announcement, pendency or completion of the proposed transaction on the parties’ business relationships and business operations generally; • the effect of the announcement or pendency of the proposed transaction on the parties’ common stock prices and uncertainty as to the long- term value of CleanSpark common stock or GRIID common stock; • risks that the proposed transaction disrupts current plans and operations of CleanSpark or GRIID and their respective management teams and potential difficulties in hiring or retaining employees as a result of the proposed transaction; • reliance on a limited number of key employees; the availability of financing opportunities and risks associated with economic conditions; • the dependency on continued growth in blockchain and bitcoin usage; • anticipated additions to CleanSpark’s hashrate and the timing thereof; the risk that the electrical power available to CleanSpark’s facilities does not increase as expected; • the success of CleanSpark’s digital currency mining activities; • the volatile and unpredictable cycles in the emerging and evolving industries in which CleanSpark and GRIID operate; • increasing difficulty rates for bitcoin mining; bitcoin halving; changes in network and infrastructure; new or additional governmental regulation; • the anticipated delivery dates of new miners; • the ability to successfully deploy new miners; • the dependency on utility rate structures and government incentive programs; • dependency on third-party power providers for expansion efforts; • the expectations of future revenue growth and ability to execute on business strategy; • CleanSpark’s ability to remediate the material weakness identified in the internal control over financial reporting included in its Annual Report on Form 10-K for the fiscal year ended September 30, 2023; • global and regional changes in the demand for the services of CleanSpark and GRIID, including the conflicts in Ukraine and the Middle East, and the global response to such conflict, security threats on facilities and infrastructure; • insufficient liquidity; • unexpected cost increases, inflationary pressures or technical difficulties in constructing, maintaining or modifying company facilities; • legislative and regulatory initiatives addressing global climate change or other environmental concerns; public health crises, including pandemics (such as COVID-19) and epidemics and any impacts or related company or government policies or actions; • international monetary conditions and exchange rate fluctuations; • CleanSpark’s ability to complete any other announced or any other future dispositions or acquisitions on time, if at all; security and cybersecurity threats and hacks; • the dependency on third parties to maintain cold and hot wallets that hold CleanSpark’s bitcoin; • other economic, business, competitive and/or regulatory factors affecting CleanSpark’s or GRIID’s businesses generally as set forth in their filings with the Securities and Exchange Commission (the “SEC”); and • the risks described in Part I, Item 1A “Risk Factors” of (i) CleanSpark’s Annual Report on Form 10-K for the year ended September 30, 2023 and (ii) GRIID’s Annual Report on Form 10-K for the year ended December 31, 2023, as amended by Amendment No. 1 to GRIID’s Annual Report on Form 10-K for the year ended December 31, 2023, and, in each case, in subsequent filings with the SEC, including the risks and uncertainties set forth in or incorporated by reference into this proxy statement/prospectus in the section entitled “Risk Factors” beginning on page 27 of this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 199 of this proxy statement/prospectus. These forward-looking statements reflect CleanSpark’s and GRIID’s current views with respect to future events and are based on numerous assumptions and assessments made by CleanSpark and GRIID in light of their experience and perception of historical trends, current conditions, business strategies, operating environments, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this press release include statements concerning DiaMedicadocument could cause CleanSpark and GRIID’s expectation that it will receive payments from Ahon pursuant plans with respect to the license agreementmerger, actual results, performance or achievements, industry results and its anticipation for DM 199 upon successful development of developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the drugexpectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and all other statements that persons reading this document are therefore cautioned not statements of historical fact. You should not to place undue reliance on these forward-looking statementsstatements which speak only as of the date of this proxy statement/prospectus or, in the case of the information included as annexes to this proxy statement/prospectus or incorporated by reference herein, as of the date of such document. These statements reflect Neither CleanSpark nor GRIID assumes any obligation to update the information contained in this document (whether as a current view result of new information, future events and are subject to certain risks and uncertainties or otherwise), except as contained in the DiaMedica’s filings with the Canadian securities regulators, all of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking statements. DiaMedica undertakes no obligation, and does not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events, unless required by applicable law. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materialize.

Appears in 1 contract

Sources: Merger Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The Certain statements made in and information included or incorporated by reference into this press release that are not historical facts contain forward-looking information that involves risk and uncertainties. All statements, other than statements of historical facts, which address DiaMedica’s expectations, should be considered proxy statement constitute “forward-looking statements. Such statements are based on management’s exercise ” within the meaning of business judgment as well as assumptions made by the U.S. Private Securities Litigation Reform Act of 1995 and information currently available to management. When used in this press release, “forward-looking information” within the words “may”meaning of Canadian securities laws (collectively, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statements”). Forward-Forward looking statements in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant to the license agreement, and its anticipation for DM 199 upon successful development of the drug, and all other statements that are not statements of historical fact, including, without limitation, any statements regarding the effects of the Arrangement, the expected financing for the Arrangement, the timetable for obtaining the requisite regulatory, securityholder and Court approvals and clearances with respect to the Arrangement and for completing the Arrangement, the expected benefits of the Arrangement, and CRH’s, WELL’s or the combined company’s future operations, financial or operating results or dividend policy, as well as any other expectations, projections or illustrative examples of financial measures for future periods or other future events. You should not place undue reliance Forward-looking statements are generally identifiable by use of the words “expect,” “anticipate,” “target,” “goal,” “project,” “intend,” “plan,” “believe,” “seek,” “estimate,” “continue,” “endeavor,” “strive,” “aim,” “may,” “will,” “should,” “could,” “outlook,” and variations of such words, and similar expressions. Forward-looking statements are based on these the current expectations of CRH management (and with respect to information regarding WELL, are based on the current expectations of WELL management) regarding future events and performance as of the date of this proxy statement and involve known and unknown risks, uncertainties and other factors which may cause actual results to be materially different those expressed or implied by any forward-looking statements. These forward-looking statements reflect a current view should not be read as guarantees of future events results, and there can be no assurance that the results expressed or implied by any forward-looking statements will be achieved. Important factors that could cause actual results to differ materially from the results discussed in forward-looking statements include: • the risk that CRH shareholders and securityholders do not approve the Arrangement; • the risk that the regulatory clearances and Court approvals required for the Arrangement may be delayed or not obtained, or are obtained subject to certain risks and conditions that are not anticipated; • the possibility that other conditions to the completion of the Arrangement will not be satisfied on a timely basis, or at all; • the risk that the financing necessary for the completion of the Arrangement is unavailable at the closing of the Arrangement; • the risk that the parties may be unable to achieve the anticipated benefits of the Arrangement within the expected time-frame, or at all; • the risk that unexpected costs will be incurred in connection with the completion of the Arrangement and/or the integration of CRH with WELL; • the inherent uncertainties as contained involved in the DiaMedicaestimates and judgments used in the preparation of financial projections and forecasts and the providing of estimates of financial measures; • uncertainties with respect to CRH’s filings and WELL’s ability to successfully implement and achieve our and their respective business strategies, including, in the case of CRH, our anticipated growth through acquisitions and the integration of recently acquired businesses and realization of synergies; • the possibility that CRH and WELL will be unable to retain key personnel; • the risk of disruption from the announcement, pendency and/or completion of the Arrangement, including potential adverse reactions or changes to business relationships with the Canadian securities customers, employees, suppliers or regulators, all making it more difficult to maintain business and operational relationships; • uncertainties related to developments in the COVID-19 pandemic and its impact on CRH’s and WELL’s operations and the completion of the Arrangement; and • uncertainties related to general economic, financial, regulatory and political conditions, as well as potential changes in law and regulatory interpretations and the competitive environment in which CRH and WELL operate. Additional factors that could cause actual results to differ materially from expectations include, without limitation, the risks identified by CRH in our most recent Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K, which are available on SEDAR (the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇ or on the Company’s website at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability The Company disclaims any intent or obligations to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one update or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking statements. DiaMedica undertakes no obligation, and does not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect whether as a result of new information, estimates or options, future events or circumstances after the date hereof, results or to reflect the occurrence of any unanticipated eventsotherwise, unless required to do so by law. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materialize.

Appears in 1 contract

Sources: Arrangement Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The This prospectus and any accompanying prospectus supplement and the documents incorporated by reference herein may contain forward looking statements made in this press release that are not historical facts contain forward-looking information that involves risk involve risks and uncertainties. All statements, statements other than statements of historical factsfact contained in this prospectus and any accompanying prospectus supplement and the documents incorporated by reference herein, which address DiaMedica’s expectationsincluding statements regarding future events, should be considered our future financial performance, business strategy, and plans and objectives of management for future operations, are forward-looking statements. Such We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are based on management’s exercise of business judgment as well as assumptions made by only predictions and information currently available to management. When used involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or elsewhere in this press releaseprospectus and the documents incorporated by reference herein, which may cause our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Moreover, we operate in a highly regulated, very competitive, and rapidly changing environment. New risks emerge from time to time and it is not possible for us to predict all risk factors, nor can we address the words “may”impact of all factors on our business or the extent to which any factor, “will”or combination of factors, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended may cause our actual results to identify differ materially from those contained in any forward-looking statements. ForwardWe have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short term and long term business operations, and financial needs. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant to the license agreementprospectus, and its anticipation in particular, the risks discussed below and under the heading “Risk Factors” and those discussed in other documents we file with the Securities and Exchange Commission (the “Commission”). The following discussion should be read in conjunction with the consolidated financial statements as of and for DM 199 upon successful development the years ended June 30, 2019 and 2018, and related notes incorporated by reference into this prospectus. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statement. You should not place undue reliance on any forward-looking statement, each of which applies only as of the drugdate of this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus to conform our statements to actual results or changed expectations. Any forward-looking statement you read in this prospectus, any prospectus supplement or any document incorporated by reference reflects our current views with respect to future events and all is subject to these and other statements that are not statements of historical factrisks, uncertainties and assumptions relating to our operations, operating results, growth strategy and liquidity. You should not place undue reliance on these forward-looking statementsstatements because such statements speak only as to the date when made. These We assume no obligation to publicly update or revise these forward-looking statements reflect a current view of future events and are subject to certain risks and uncertainties as contained in the DiaMedica’s filings with the Canadian securities regulators, all of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materializeany reason, or should underlying assumptions prove incorrect, to update the reasons actual results could differ materially from those anticipated in these forward-looking statements. DiaMedica undertakes no obligation, and does not intend to updateeven if new information becomes available in the future, revise or except as otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events, unless required by applicable law. Although management believes You are advised, however, to consult any further disclosures we make on related subjects in our reports on Forms 10-K, 10-Q and 8-K filed with the Commission. You should understand that expectations are based on reasonable assumptionsit is not possible to predict or identify all risk factors. Consequently, no assurance can you should not consider any such list to be given that these expectations will materializea complete set of all potential risks or uncertainties.

Appears in 1 contract

Sources: Sales Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The Any statements made in this press release prospectus, any accompanying prospectus supplement and the information incorporated herein and therein by reference relating to future financial or business performance, conditions or strategies and other financial and business matters, including expectations regarding future revenues and operating expenses, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements that are not descriptions of historical facts contain are forward-looking information that involves risk statements and uncertainties. All statements, other than statements of historical facts, which address DiaMedica’s expectations, should be considered forward-looking statements. Such statements are based on management’s exercise estimates, assumptions, and projections that are subject to risks and uncertainties. These statements can generally be identified by the use of business judgment as well as assumptions made by and information currently available to management. When used in this press release, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statementswords such as “believe,” “expect,” “intend,” “may,” “will,” “should,” “anticipate,” “estimate” or similar terminology. ForwardAlthough we believe that the expectations reflected in our forward-looking statements in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant to the license agreement, and its anticipation for DM 199 upon successful development are reasonable as of the drug, and all other statements that are not statements of historical fact. You should not place undue reliance on these forward-looking statements. These statements reflect a current view of future events and are subject to certain risks and uncertainties as contained in the DiaMedica’s filings with the Canadian securities regulators, all of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrectdate we make them, actual results could differ materially from those currently anticipated due to a number of factors, including risks relating to: • our estimates regarding expenses, future revenue, capital requirements, tax credits and timing and availability of and the need for additional financing; • the results, cost and timing of our preclinical studies and clinical trials, including any delays to such clinical trials relating to enrollment or site initiation, as well as the number of required trials for regulatory approval and the criteria for success in these such trials; • our dependence on third parties in the conduct of our preclinical studies and clinical trials; • legal and regulatory developments in the United States and foreign countries, including any actions or advice that may affect the design, initiation, timing, continuation, progress or outcome of clinical trials or result in the need for additional clinical trials; • the difficulties and expenses associated with obtaining and maintaining regulatory approval of our product candidates, and the indication and labeling under any such approval; • our plans and ability to develop and commercialize our product candidates; • the successful development of our commercialization capabilities, including medical affairs and sales and marketing capabilities, whether alone or with potential future collaborators; • the size and growth of the potential markets for our product candidates, the rate and degree of market acceptance of our product candidates and our ability to serve those markets; • the coverage and reimbursement status for our product candidates from third-party payors; • the success of competing therapies and products that are or become available; • our ability to limit our exposure under product liability lawsuits; • our ability to obtain and maintain intellectual property protection for our product candidates; • recently enacted and future legislation regarding the healthcare system, including changes to the Patient Protection and Affordable Care Act; • our ability to obtain and maintain third-party manufacturing for our product candidates on commercially reasonable terms; • delays, interruptions or failures in the manufacture and supply of our product candidates; • the performance of third parties upon which we depend, including third-party contract research organizations, contract manufacturing organizations, contractor laboratories and independent contractors; • our ability to recruit or retain key scientific, commercial or management personnel or to retain our executive officers; • our ability to maintain proper functionality and security of our internal computer and information systems and prevent or avoid cyberattacks, malicious intrusion, breakdown, destruction, loss of data privacy or other significant disruption; • the other risks, uncertainties and factors discussed in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, under the caption “Item 1A. Risk Factors.” Further information on the factors and risks that could affect our business, financial condition and results of operations are set forth in this prospectus under “Risk Factors” and in our filings with the SEC, which are available at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Any forward- looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. DiaMedica undertakes Except as required by law, we undertake no obligation, and does not intend obligation to update, publicly revise or otherwise publicly release any revisions to these our forward-looking statements to reflect events or circumstances that arise after the date hereof, of this prospectus or to reflect the occurrence date of any unanticipated events, unless required documents incorporated by law. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materializereference in this prospectus.

Appears in 1 contract

Sources: Sales Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made in this This press release that are not historical facts contain contains forward-looking information statements of AVEO within the meaning of The Private Securities Litigation Reform Act of 1995 that involves risk involve substantial risks and uncertainties. All statements, other than statements of historical factsfact, which address DiaMedica’s expectations, should be considered contained in this press release are forward-looking statements. Such statements are based on management’s exercise of business judgment as well as assumptions made by and information currently available to management. When used in this press release, the The words “may”, “will”, “anticipate”, “believe”, “estimate”, ,” “expect”, ,” “intend,and words “may,” “plan,” “could,” “should,” “seek,” or the negative of these terms or other similar importexpressions, are intended to identify any forward-looking statements, although not all forward-looking statements contain these identifying words. ForwardThese forward looking statements include among others statements about the expected benefits of AVEO’s agreement with Pharmstandard, the amount, timing and potential receipt of payments under the Pharmstandard agreement, and AVEO’s ongoing plans to explore additional strategies for tivozanib and leverage its biomarker data and external partnerships to advance its pipeline. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements that AVEO makes due to a number of important factors, including risks relating to: AVEO’s ability to maintain its agreement with Pharmstandard, AVEO’s ability, and the ability of any licensees, to demonstrate to the satisfaction of applicable regulatory agencies the safety, efficacy and clinically meaningful benefit of AVEO’s product candidates; AVEO’s ability to successfully implement its strategic plans; AVEO’s ability to successfully enroll and complete clinical trials of its product candidates; AVEO’s ability to achieve and maintain compliance with all regulatory requirements applicable to its product candidates; AVEO’s ability to obtain and maintain adequate protection for intellectual property rights relating to its product candidates and technologies; developments and expenses related to AVEO’s ongoing shareholder litigation and SEC inquiry; AVEO’s ability to raise the substantial additional funds required to achieve its goals; unplanned capital requirements; adverse general economic and industry conditions; competitive factors; and those risks discussed in the section titled “Risk Factors” in AVEO’s most recent Annual Report on Form 10-K, its quarterly reports on Form 10-Q and its other filings with the SEC. The forward-looking statements in this press release include statements concerning DiaMedicarepresent AVEO’s expectation that it will receive payments from Ahon pursuant to the license agreement, and its anticipation for DM 199 upon successful development views as of the drugdate of this press release. AVEO anticipates that subsequent events and developments may cause its views to change. While AVEO may elect to update these forward-looking statements at some point in the future, and all other statements that are not statements of historical factit specifically disclaims any obligation to do so. You should should, therefore, not place undue reliance rely on these forward-looking statementsstatements as representing AVEO’s views as of any date other than the date of this press release. These statements reflect a current view of future events Company, Media and are subject to certain risks and uncertainties as contained in the DiaMedica’s filings with the Canadian securities regulatorsInvestor Contact: ▇▇▇▇▇ ▇▇▇▇▇, all of which are available on SEDAR Argot Partners (▇▇▇.) ▇▇▇-▇▇▇▇ ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ by )▇▇▇▇▇▇ V.A. Signature: /s/ illegible By: /s/ ▇▇▇▇▇▇▇ ▇. These risks and uncertainties include, among others, the difficulty ▇▇▇▇▇▇ Title: General director Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: President & Chief Executive Officer By: Exhibit F: Forms of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking statements. DiaMedica undertakes no obligation, and does not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events, unless required by law. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materialize.Royalty Reports

Appears in 1 contract

Sources: License Agreement (Aveo Pharmaceuticals Inc)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made in this press release that are not historical facts contain forward-looking information that involves risk and uncertainties. All statements, other than statements of historical facts, which address DiaMedica’s expectations, should be considered This prospectus supplement contains or incorporates by reference “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such These forward-looking statements involve a number of risks and uncertainties. We caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. These statements are based on management’s exercise current expectations of future events. Such statements include, but are not limited to, statements about future financial and operating results, plans, objectives, expectations and intentions, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business judgment as well as assumptions made by strategies, cost savings, objectives of management and information currently available to management. When used in this press release, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statements. Forward-looking statements in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant to the license agreement, and its anticipation for DM 199 upon successful development of the drug, and all other statements that are not statements of historical factfacts. You should can find many of these statements by looking for words like “believes,” “expects,” “anticipates,” “estimates,” “may,” “should,” “will,” “could,” “plan,” “intend” or similar expressions in this prospectus supplement, the accompanying base prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus. We intend that such forward-looking statements be subject to the safe harbors created thereby. Examples of these forward-looking statements include, but are not limited to: • progress and preliminary and future results of any clinical trials; • anticipated regulatory filings and U.S. Food and Drug Administration, or FDA, responses, recommendations, requirements or additional future clinical trials; • our ability to raise additional capital as needed to fund our planned development and commercialization efforts and repay our existing debt; • the potential benefits and differentiated profile, FDA approval, commercialization and commercial market for cytisinicline; • the performance of, and our ability to obtain sufficient supply of cytisinicline in a timely manner from, third-party suppliers and manufacturers; • timing and plans for the expansion of our focus to address other methods of nicotine addiction; • timing and amount of future contractual payments, product revenue and operating expenses; • market acceptance of our products and the estimated potential size of these markets; • our expectations regarding the impact of the macroeconomic and geopolitical environment, including inflation, increased volatility in interest rates and the debt and equity markets, instability in the global banking system, global health crises and pandemics and geopolitical conflict, and their potentially material adverse impact on our business and the execution of our preclinical studies and clinical trials; and • the anticipated proceeds from this offering, if any. These forward-looking statements are based on the current beliefs and expectations of our management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results may differ materially from current expectations and projections. Factors that might cause such a difference include the risk factors identified under the caption “Risk Factors” in this prospectus supplement, as well as those identified under Item 1A. “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 13, 2024. You are cautioned not to place undue reliance on these forward-looking statements. These statements reflect a current view , which speak only as of future events and are subject to certain risks and uncertainties as contained the date of this prospectus or, in the DiaMedica’s filings with the Canadian securities regulators, all case of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among othersdocuments referred to or incorporated by reference, the difficulty date of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulatorsthose documents. Should one All subsequent written or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these oral forward-looking statementsstatements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. DiaMedica undertakes no obligation, and does We do not intend undertake any obligation to update, revise or otherwise release publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, of this prospectus supplement or to reflect the occurrence of any unanticipated events, unless except as may be required by under applicable U.S. securities law. Although management believes that expectations are based on reasonable assumptionsIf we do update one or more forward-looking statements, no assurance can inference should be given drawn that these expectations we will materializemake additional updates with respect to those or other forward-looking statements.

Appears in 1 contract

Sources: Open Market Sale Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made in this press release that are not historical facts This prospectus supplement and the documents incorporated by reference herein contain forward-looking information that involves risk and uncertainties. All statements, other than statements of historical facts, which address DiaMedica’s expectations, should be considered forward-looking statements. Such statements are based on management’s exercise of business judgment as well as assumptions made by include statements regarding our expectations, hopes, beliefs or intentions regarding the future, including but not limited to statements regarding our market, strategy, competition, development plans (including acquisitions and information currently available to management. When used in this press releaseexpansion), the words “may”financing, “will”revenues, “anticipate”operations, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statementscompliance with applicable laws. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. Factors that could cause actual results to differ materially from such forward-looking statements include the risks described in greater detail in the following paragraphs and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024. All forward-looking statements in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant document are made as of the date hereof, based on information available to us as of the license agreementdate hereof, and its anticipation we assume no obligation to update any forward-looking statement. Market data used throughout this prospectus supplement is based on published third party reports or the good faith estimates of management, which estimates are based upon their review of internal surveys, independent industry publications and other publicly available information. You should review carefully the section entitled “Risk Factors” within this prospectus supplement for DM 199 upon successful development a discussion of these and other risks that relate to our business and investing in shares of our common stock. All forward-looking statements speak only as of the drugdate of this prospectus supplement. We disclaim any obligation to update or revise these statements unless required by law, and all other statements that are not statements of historical fact. You you should not place undue reliance on these forward-looking statements. These statements reflect a current view of future events Although we believe that our plans, intentions and are subject to certain risks and uncertainties as contained expectations reflected in or suggested by the DiaMedica’s filings with the Canadian securities regulators, all of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking statements. DiaMedica undertakes no obligation, and does not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereofwe make in this prospectus supplement are reasonable, or to reflect the occurrence of any unanticipated events, unless required by law. Although management believes that expectations are based on reasonable assumptions, we can give no assurance can be given that these plans, intentions or expectations will materializebe achieved. We disclose important factors that could cause our actual results to differ materially from our expectations under “Risk Factors” and elsewhere in this prospectus supplement. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

Appears in 1 contract

Sources: Equity Distribution Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made in this press release that are not historical facts contain forward-looking information that involves risk and uncertainties. All statements, other than statements of historical facts, which address DiaMedica’s expectations, should be considered This prospectus contains or incorporates by reference “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such These forward-looking statements involve a number of risks and uncertainties. We caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statement. These statements are based on management’s exercise current expectations of future events. Such statements include, but are not limited to, statements about future financial and operating results, plans, objectives, expectations and intentions, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business judgment as well as assumptions made by strategies, cost savings, objectives of management and information currently available to management. When used in this press release, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statements. Forward-looking statements in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant to the license agreement, and its anticipation for DM 199 upon successful development of the drug, and all other statements that are not statements of historical factfacts. You should can find many of these statements by looking for words like “believes,” “expects,” “anticipates,” “estimates,” “may,” “should,” “will,” “could,” “plan,” “intend” or similar expressions in this prospectus or in documents incorporated by reference into this prospectus. We intend that such forward-looking statements be subject to the safe harbors created thereby. Examples of these forward-looking statements include, but are not limited to: • progress and preliminary and future results of any clinical trials; • anticipated regulatory filings and FDA responses, recommendations, requirements or additional future clinical trials; • our ability to raise additional capital as needed to fund our planned development and commercialization efforts and repay our existing debt; • the potential benefits and differentiated profile, FDA approval, commercialization and commercial market for cytisinicline; • the performance of, and our ability to obtain sufficient supply of cytisinicline in a timely manner from, third-party suppliers and manufacturers; • timing and plans for the expansion of our focus to address other methods of nicotine addiction; • timing and amount of future contractual payments, product revenue and operating expenses; • market acceptance of our products and the estimated potential size of these markets; and • our expectations regarding the impact of the macroeconomic and geopolitical environment, including inflation, rising interest rates, increased volatility in the debt and equity markets, instability in the global banking system, global health crises and pandemics and geopolitical conflict, and their potentially material adverse impact on our business and the execution of our preclinical studies and clinical trials. These forward-looking statements are based on the current beliefs and expectations of our management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results may differ materially from current expectations and projections. Factors that might cause such a difference include the risk factors identified under the caption “Risk Factors” in this prospectus, as well as those identified under Item 1A. “Risk Factors” in our Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2024. You are cautioned not to place undue reliance on these forward-looking statements. These statements reflect a current view , which speak only as of future events and are subject to certain risks and uncertainties as contained the date of this prospectus or, in the DiaMedica’s filings with the Canadian securities regulators, all case of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among othersdocuments referred to or incorporated by reference, the difficulty date of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulatorsthose documents. Should one All subsequent written or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these oral forward-looking statementsstatements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. DiaMedica undertakes no obligation, and does We do not intend undertake any obligation to update, revise or otherwise release publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, of this prospectus or to reflect the occurrence of any unanticipated events, unless except as may be required by under applicable U.S. securities law. Although management believes that expectations are based on reasonable assumptionsIf we do update one or more forward-looking statements, no assurance can inference should be given drawn that these expectations we will materializemake additional updates with respect to those or other forward-looking statements. We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, the exhibits filed therewith or the documents incorporated by reference therein. For further information about us and the securities offered hereby, reference is made to the registration statement, the exhibits filed therewith and the documents incorporated by reference therein. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and in each instance, we refer you to the copy of such contract or other document filed as an exhibit to the registration statement. We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and are required to file annual, quarterly and other reports, proxy statements and other information with the SEC. The SEC maintains an Internet site (▇▇▇▇://▇▇▇.▇▇▇.▇▇▇) that contains reports, proxy and information statements, and various other information about us. You may also inspect the documents described herein at our principal executive offices at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, B.C. V6E 4H1, during normal business hours. Information about us is also available at our website at ▇▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/. However, the information on our website is not a part of this prospectus and is not incorporated by reference into this prospectus.

Appears in 1 contract

Sources: Open Market Sale Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made in this press release that are not historical facts contain forward-looking information that involves risk and uncertainties. All statements, other than statements of historical facts, which address DiaMedica’s expectations, should be considered This document contains “forward-looking statements,” which include information relating to future events, future financial performance, financial projections, strategies, expectations, competitive environment and regulation. Such statements are based on management’s exercise of business judgment Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as assumptions made by and information currently available to management. When used statements in this press releasefuture tense, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statements. Forward-looking statements in this press release include should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements concerning DiaMedicaare based on information we have when those statements are made or management’s expectation good faith belief as of that it will receive payments from Ahon pursuant time with respect to the license agreementfuture events, and its anticipation for DM 199 upon successful development of are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the drug, and all other statements that are not statements of historical fact. You should not place undue reliance on these forward-looking statements. These statements reflect a Important factors that could cause such differences include, but are not limited to: ● our limited operating history; ● our current view and future capital requirements to support our efforts to open or acquire new retail locations; ● our dependence on consumer interest in growing crops with the equipment, soil and nutrients that we offer; ● our dependence on third-parties to manufacture and sell us inventory; ● our ability to maintain or protect the validity of our intellectual property; ● our ability to retain key executive members; ● our ability to internally develop products and intellectual property; ● interpretations of current laws and the passages of future laws; ● acceptance of our business model by investors; ● the accuracy of our estimates regarding expenses and capital requirements; and ● our ability to adequately support growth. All forward-looking statements included in this document are based on information available to us on the date of this document. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are subject expressly qualified in their entirety by the cautionary statements contained above and throughout this document. Our business prospects are difficult to certain risks predict because of our limited operating history and uncertainties unproven business strategy. If we are unable to manage our existing stores and business, as contained well as others that we open or acquire, our business is unlikely to succeed. Our business should be viewed in light of these risks, challenges and uncertainties. The industry within which we compete is highly competitive. We compete with companies that have greater capital resources, facilities and diversity of product lines. We compete in the DiaMedica’s filings specialty gardening industry, selling hydroponic and organic nutrients, soils and other gardening related products. Additionally, if demand for our hydroponic growing equipment and products continues to grow, we expect many new competitors to enter the market, as there are no significant barriers to retail sales of hydroponic growing equipment and related gardening products. More established gardening companies with the Canadian securities regulatorsmuch greater financial resources which do not currently compete with us may be able to easily adapt their existing operations to sales of hydroponic growing equipment. Due to this competition, all there is no assurance that we will not encounter difficulties in generating or increasing revenues and capturing market share. In addition, increased competition may lead to reduced prices and/or margins for products we sell. Our competitors may also introduce new hydroponic growing equipment, manufacturers may sell equipment direct to consumers, and our distributers could cease sales of which are product to us. If adequate additional financing is not available on SEDAR reasonable terms, we may not be able to expand our retail or online operations and we may be forced to modify our business plans accordingly. There is no assurance that additional financing will be available to us. In connection with our growth strategies, we may experience increased capital needs and accordingly, we may not have sufficient capital to fund our future operations without additional capital investments. Our capital needs will depend on numerous factors, including (▇▇▇.i) our profitability; (ii) the release of competitive products by our competition; (iii) the level of our investment in sales and marketing; and (iv) new store openings and or acquisitions. We cannot assure you that we will be able to obtain capital in the future to meet our needs. If we cannot obtain additional funding, we may be required to: (i) limit our expansion; (ii) limit our marketing efforts; and (iii) decrease or eliminate capital expenditures. Such reductions could materially adversely affect our business and our ability to compete. Moreover, even if we do find a source of additional capital, we may not be able to negotiate terms and conditions for receiving the additional capital that are favorable to us. Any future capital investments could dilute or otherwise materially and adversely affect the holdings or rights of our existing shareholders. We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us. Our future success depends substantially on the continued services of our executive officers, especially our Chief Executive Officer, ▇▇▇▇▇.▇▇▇)▇▇▇▇, our President, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, our Chief Financial Officer and Secretary, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and our Chief Operating Officer, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇. These risks We do not maintain key man life insurance on any of our executive officers and uncertainties includedirectors. If one or more of our executive officers are unable or unwilling to continue in their present positions, among otherswe may not be able to replace them readily, if at all. Therefore, our business may be severely disrupted, and we may incur additional expenses to recruit and retain new officers. Our ability to compete in the difficulty highly competitive hydroponics and gardening industry depends in large part upon our ability to attract highly qualified managerial and sales personnel. In order to induce valuable employees to come and work for us or to remain with us, we intend to provide employees with stock options that vest over time. The value to employees of developing pharmaceutical productsstock options that vest over time will be significantly affected by movements in our stock price that we will not be able to control and may at any time be insufficient to counteract more lucrative offers from other companies. Our success also depends on our ability to continue to attract, obtaining regulatory retain and other approvals motivate highly skilled junior, mid-level, and achieving market acceptance; risks and results senior personnel. As we continue to work to open and/or acquire additional retail store locations, we will need to expand the size of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma our employee base for the developmentmanagerial, regulatoryoperational, sales, marketing, financial and commercial other resources. Future growth would impose significant added responsibilities on members of management, including the need to identify, recruit, maintain, motivate and integrate additional employees. In addition, our management may have to divert a disproportionate amount of its attention away from our day-to-day activities and associated costs devote a substantial amount of DM199 time to managing these growth activities. Our future financial performance and our ability to continue to grow our operation and compete in the licensed territories; need forhydroponics industry effectively will depend, and in part, on our ability to obtain, additional financing to fund effectively manage any future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking statements. DiaMedica undertakes no obligation, and does not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events, unless required by law. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materializegrowth.

Appears in 1 contract

Sources: Securities Purchase Agreement (GrowGeneration Corp.)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made in this press release that are not historical facts contain forward-looking information that involves risk and uncertainties. All statements, other than statements of historical facts, which address DiaMedica’s expectations, should be considered This document contains “forward-looking statements,” which include information relating to future events, future financial performance, financial projections, strategies, expectations, competitive environment and regulation. Such statements are based on management’s exercise of business judgment Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as assumptions made by and information currently available to management. When used statements in this press releasefuture tense, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statements. Forward-looking statements in this press release include should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements concerning DiaMedicaare based on information we have when those statements are made or management’s expectation good faith belief as of that it will receive payments from Ahon pursuant time with respect to the license agreementfuture events, and its anticipation for DM 199 upon successful development of are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the drug, and all other statements that are not statements of historical fact. You should not place undue reliance on these forward-looking statements. These statements reflect a Important factors that could cause such differences include, but are not limited to: ● our limited operating history; ● our current view and future capital requirements to support our efforts to open or acquire new retail locations; ● our dependence on consumer interest in growing crops with the equipment, soil and nutrients that we offer; ● our dependence on third-parties to manufacture and sell us inventory; ● our ability to maintain or protect the validity of our intellectual property; ● our ability to retain key executive members; ● our ability to internally develop products and intellectual property; ● interpretations of current laws and the passages of future laws; ● acceptance of our business model by investors; ● the accuracy of our estimates regarding expenses and capital requirements; and ● our ability to adequately support growth. All forward-looking statements included in this document are based on information available to us on the date of this document. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are subject expressly qualified in their entirety by the cautionary statements contained above and throughout this document. Our business prospects are difficult to certain risks predict because of our limited operating history and uncertainties unproven business strategy. We acquired 4 stores called “Pueblo Organics and Hydroponics” in 2014 and opened our Conifer, Trinidad and Colorado Springs, and our Santa Rosa, California stores in 2015, opened our Denver, Fairplay, Castle Rock and Las Vegas stores in 2016 and opened our Denver South, San Bernardino, Seattle and North Las Vegas stores in 2017. Accordingly, our operation of these stores has been limited. If we are unable to manage these stores as contained well as others that we open or acquire, our business is unlikely to succeed. Our business should be viewed in light of these risks, challenges and uncertainties. The industry within which we compete is highly competitive. We compete with companies that have greater capital resources, facilities and diversity of product lines. We compete in the DiaMedica’s filings specialty gardening industry, selling hydroponic and organic nutrients, soils and other gardening related products. Additionally, if demand for our hydroponic growing equipment and products continues to grow, we expect many new competitors to enter the market, as there are no significant barriers to retail sales of hydroponic growing equipment and related gardening products. More established gardening companies with the Canadian securities regulatorsmuch greater financial resources which do not currently compete with us may be able to easily adapt their existing operations to sales of hydroponic growing equipment. Due to this competition, all there is no assurance that we will not encounter difficulties in generating or increasing revenues and capturing market share. In addition, increased competition may lead to reduced prices and/or margins for products we sell. Our competitors may also introduce new hydroponic growing equipment, manufacturers may sell equipment direct to consumers, and our distributers could cease sales of which are product to us. If adequate additional financing is not available on SEDAR reasonable terms, we may not be able to expand our retail or online operations and we may be forced to modify our business plans accordingly. There is no assurance that additional financing will be available to us. In connection with our growth strategies, we may experience increased capital needs and accordingly, we may not have sufficient capital to fund our future operations without additional capital investments. Our capital needs will depend on numerous factors, including (▇▇▇.i) our profitability; (ii) the release of competitive products by our competition; (iii) the level of our investment in sales and marketing; and (iv) new store openings and or acquisitions. We cannot assure you that we will be able to obtain capital in the future to meet our needs. If we cannot obtain additional funding, we may be required to: (i) limit our expansion; (ii) limit our marketing efforts; and (iii) decrease or eliminate capital expenditures. Such reductions could materially adversely affect our business and our ability to compete. Moreover, even if we do find a source of additional capital, we may not be able to negotiate terms and conditions for receiving the additional capital that are favorable to us. Any future capital investments could dilute or otherwise materially and adversely affect the holdings or rights of our existing shareholders. We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us. Our future success depends substantially on the continued services of our executive officers, especially our Chief Executive Officer, ▇▇▇▇▇.▇▇▇)▇▇▇▇, our President, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, our Chief Financial Officer and Secretary, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and our Chief Operating Officer, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇. These risks We do not maintain key man life insurance on any of our executive officers and uncertainties includedirectors. If one or more of our executive officers are unable or unwilling to continue in their present positions, among otherswe may not be able to replace them readily, if at all. Therefore, our business may be severely disrupted, and we may incur additional expenses to recruit and retain new officers. Our ability to compete in the difficulty highly competitive hydroponics and gardening industry depends in large part upon our ability to attract highly qualified managerial and sales personnel. In order to induce valuable employees to come and work for us or to remain with us, we intend to provide employees with stock options that vest over time. The value to employees of developing pharmaceutical productsstock options that vest over time will be significantly affected by movements in our stock price that we will not be able to control and may at any time be insufficient to counteract more lucrative offers from other companies. Our success also depends on our ability to continue to attract, obtaining regulatory retain and other approvals motivate highly skilled junior, mid-level, and achieving market acceptance; risks and results senior personnel. As we continue to work to open and/or acquire additional retail store locations, we will need to expand the size of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma our employee base for the developmentmanagerial, regulatoryoperational, sales, marketing, financial and commercial other resources. Future growth would impose significant added responsibilities on members of management, including the need to identify, recruit, maintain, motivate and integrate additional employees. In addition, our management may have to divert a disproportionate amount of its attention away from our day-to-day activities and associated costs devote a substantial amount of DM199 time to managing these growth activities. Our future financial performance and our ability to continue to grow our operation and compete in the licensed territories; need forhydroponics industry effectively will depend, in part, on our ability to effectively manage any future growth. From time to time in the normal course of our business operations, we may become subject to litigation that may result in liability material to our financial statements as a whole or may negatively affect our operating results if changes to our business operation are required. The cost to defend such litigation may be significant and may require a diversion of our resources. There also may be adverse publicity associated with litigation that could negatively affect customer perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable. As a result, litigation may adversely affect our business, financial condition and results of operations. We will be exposed to liabilities that are unique to the products we provide. We currently maintain only premises insurance and there can be no assurance that we will acquire or maintain insurance for certain risks, that the amount of our insurance coverage will be adequate to cover all claims or liabilities, or that we will not be forced to bear substantial costs resulting from risks and uncertainties of business. It is also not possible to obtain insurance to protect against all operational risks and liabilities. The failure to obtain adequate insurance coverage on terms favorable to us, or at all, could have a material adverse effect on our business, financial condition and results of operations. Cannabis growers utilize various products that we offer for sale. While we are not aware of any threatened or current federal or state law enforcement actions against any retailer of hydroponic equipment that might be used for cannabis growing or use we have heard that a number of years ago, law enforcement authorities did initiate raids at some retail stores where operators evidently knew they were selling hydroponic equipment directly to customers who indicated they intended to use it for the cultivation of recreational cannabis. Those raids took place in a different legal landscape, well before the legalization of medical or recreational cannabis by any state. Notwithstanding potential changes in enforcement threatened or under discussion by the US Attorney General. we are unaware of any threatened or actual law enforcement activity against manufacturers or retailers of supplies marketed for usage by participants in the emerging cannabis industry. A theoretical risk exists that our activities could be deemed to be facilitating the selling or distribution of cannabis in violation of the Federal Controlled Substances Act, or to constitute aiding or abetting, or being an accessory to, a violation of that Act. We believe, however, that such a risk is relatively low. Federal authorities have not focused their resources on such tangential or secondary violations of the Act, nor have they threatened to do so, with respect to the sale of equipment that might be used by cannabis gardeners, or with respect to any supplies marketed to participants in the emerging medical cannabis industry. We are unaware of such a broad application of the Controlled Substances Act by federal authorities, and ability we believe that such an attempted application would be unprecedented. If the federal government were to obtainchange its practices, additional financing or were to fund future development expend its resources attacking providers of DM199equipment that could be usable by participants in the medical or recreational cannabis industry, such action could have a materially adverse effect on our operations, our customers, or the sales of our products. Our products are sold to growers of various crops, including cannabis, and we expect the number of gardeners or cannabis users buying our products to remain relatively unaffected despite federal interference in some segments of the cannabis industry. Although we expect minimal impact on the Company from any federal government crackdown on cannabis providers, the disruption to the cannabis industry could cause some potential customers to be more reluctant to invest in growing equipment, including equipment we sell. Moreover, the federal government’s tactics may change or have unforeseen effects, which could be detrimental to our business. We have not requested or obtained any opinion of counsel or ruling from any authority to determine if our intended operations are in compliance with or violate any state or federal laws or whether we are assisting others to violate a state or federal law. In the event that our intended operations are deemed to violate any laws or if we are deemed to be others to violate a state or federal law, we could have liability that could cause us to modify or cease our operations. Our private placements in 2014, 2015, 2016 and 2017 were made in reliance upon the so-called "private placement" exemption from registration with the SEC provided by Sections 4(a)(2) of the 1933 Securities Act, by Regulation D, Rule 506 adopted there under, and the terms exemptions from registration provided by the Blue Sky laws of states in which our securities are offered. However, reliance upon these exemptions is highly technical and should not be viewed as a guarantee that such exemptions are indeed available. If for any reason the private placement exemption is not available for the private placements and no other exemption from registration is found to be available, the sale of the securities in such private placements would be deemed to have been made in violation of the applicable laws, thus requiring registration of those securities. As a remedy for such a violation, each investor would have the right to rescind its purchase and to have its full investment returned. If an investor requests return of its investment, it is possible that funds would not be available to us for that purpose, and that liquidation of us may be required. Any refunds made would reduce funds available to us for our operations. A significant number of requests for rescission would probably leave us without funds sufficient to respond to such requests or to proceed successfully with its activities. The Company currently maintains an effective registration statement which covers the resale of 4,166,429 shares of our common stock available for sale in the public market. The availability of such additional financing; a large number of shares of common stock for sale in the public market could harm the market price of the stock, even if there is no relationship between such sales and other factors identified and discussed the performance of our business. Further, our shares may be offered from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking statements. DiaMedica undertakes no obligationthe open market pursuant to Rule 144, and does not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence sales may have a depressive effect as well. We face a potential risk of product liability as a result of any unanticipated eventsof the products that we offer for sale. For example, unless required by lawwe may be sued if any product we sell allegedly causes injury or is found to be otherwise unsuitable during product testing, manufacturing, marketing or sale. Although Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability and a breach of warranties. Claims could also be asserted under state consumer protection acts. If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities. Even successful defense would require significant financial and management believes resources. Regardless of the merits or eventual outcome, liability claims may result in: ● decreased demand for products that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materialize.we may offer for sale; ● injury to our reputation; ● costs to defend the related litigation;

Appears in 1 contract

Sources: Securities Purchase Agreement (GrowGeneration Corp.)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made in this press release This prospectus supplement and the documents we have filed with the SEC that are not historical facts incorporated herein by reference contain such “forward-looking information that involves risk statements” within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act, and uncertaintiesthe Private Securities Litigation Reform Act of 1995. Forward-looking statements may be preceded by, or contain, words such as “may,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “predict,” “potential,” “might,” “could,” “would,” “should” or other words indicating future results, though not all forward-looking statements necessarily contain these identifying words. All statements, statements other than statements of historical facts, which address DiaMedica’s expectations, should fact are statements that could be considered deemed forward-looking statements, including, without limitation, statements about our future business operations and results, our strategy and competition. Such These statements represent our current expectations or beliefs concerning various future events and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations, including, but not limited to: ● our need to, and difficulty in, raising additional capital; ● downturns in the Cryptocurrency industry; ● inflation; ● increased interest rates; ● the inability to procure needed hardware; ● the failure or breakdown of mining equipment, or internet connection failure; ● access to reliable and reasonably priced electricity sources; ● cyber-security threats; ● our ability to obtain proper insurance; ● construction risks; ● banks and other financial institutions ceasing to provide services to our industry; ● changes to the Bitcoin network’s protocols and software; ● the decrease in the incentive to mine Bitcoin; ● the increase of transaction fees related to digital assets; ● the fraud or security failures of large digital asset exchanges; ● future digital asset, technological and digital currency development; ● the regulation and taxation of digital assets like Bitcoin; and ● the other risks and uncertainties discussed under the section titled “Risk Factors” beginning on page S-3 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement and a variety of other factors. Although we believe that the expectations reflected in the forward-looking statements are based on management’s exercise reasonable, we cannot guarantee future results, levels of business judgment as well as assumptions made by and information currently available activity, performance, or achievements. We undertake no obligation to management. When used in this press release, update or revise any of the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. ForwardIn light of these risks, uncertainties and assumptions, the forward-looking events discussed or incorporated by reference in this prospectus supplement and the accompanying prospectus may not occur. You should read this prospectus supplement, the accompanying prospectus, the documents we have filed with the SEC that are incorporated by reference and any free writing prospectus that we have authorized for use in connection with this offering completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant to the license agreement, and its anticipation for DM 199 upon successful development of the drug, and all other statements that are not statements of historical fact. You should not place undue reliance on foregoing documents by these forward-looking cautionary statements. These statements reflect a current view of future events and are subject to certain risks and uncertainties as contained in the DiaMedica’s filings with the Canadian securities regulators, all of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these forward-looking statements. DiaMedica undertakes no obligation, and does not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated events, unless required by law. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materialize.

Appears in 1 contract

Sources: Sales Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made in this press release that are not historical facts This prospectus supplement and documents incorporated herein by reference contain forward-looking information that involves risk and uncertainties. All statements, other than statements of historical facts, which address DiaMedica’s expectations, should be considered forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such These forward-looking statements involve a number of risks and uncertainties. We caution readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those contained in the forward- looking statement. These statements are based on current expectations of future events. Such statements include, but are not limited to, statements regarding expectations and intentions, costs and expenses, outcome of contingencies, financial condition, results of operations, liquidity, objectives of management’s exercise , debt financing, our future results of operations and financial position, business judgment as well as assumptions made by strategies, market size, potential growth opportunities, current and information currently available to management. When used in this press releasefuture nonclinical and clinical development activities, anticipated impacts of the COVID-19 pandemic, efficacy and safety profile of our product candidates, expected timing and results of clinical trials, expected timing of the execution of, and expected results from, our exploration of strategic options, collaborations with third parties, the words “may”receipt and timing of potential regulatory designations, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” approvals and words commercialization of similar import, are intended to identify any forward-looking statements. Forward-looking statements in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant to the license agreementproduct candidates, and its anticipation our objectives for DM 199 upon successful development of the drug, future operations and all other statements that are not statements of historical factfacts. You should can find many of these statements by looking for words like “believes,” “expects,” “anticipates,” “estimates,” “may,” “might,” “should,” “will,” “could,” “plan,” “intend,” “project,” “seek” or similar expressions in this prospectus supplement, in documents incorporated by reference into this prospectus supplement or any free writing prospectus. We intend that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements are based on the current beliefs and expectations of our management and are subject to significant risks and uncertainties. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results may differ materially from current expectations and projections. Factors that might cause such a difference include those discussed in Part II, Item 1A, “Risk Factors,” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, as well as those discussed in this prospectus supplement, the documents incorporated by reference into this prospectus and any free writing prospectus. You are cautioned not to place undue reliance on these forward-looking statements. These statements reflect a current view , which speak only as of future events and are subject to certain risks and uncertainties as contained the date of this prospectus supplement or, in the DiaMedica’s filings with the Canadian securities regulators, all case of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among othersdocuments referred to or incorporated by reference, the difficulty date of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulatorsthose documents. Should one All subsequent written or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these oral forward-looking statementsstatements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. DiaMedica undertakes no obligation, and does We do not intend undertake any obligation to update, revise or otherwise release publicly release any revisions to these forward-forward- looking statements to reflect events or circumstances after the date hereof, of this prospectus supplement or to reflect the occurrence of any unanticipated events, unless except as may be required by under applicable U.S. securities law. Although management believes that expectations are based on reasonable assumptionsIf we do update one or more forward-looking statements, no assurance can inference should be given drawn that these expectations we will materializemake additional updates with respect to those or other forward-looking statements.

Appears in 1 contract

Sources: Open Market Sale Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made in this press release that are not historical facts contain This prospectus and the documents incorporated by reference herein include forward-looking information that involves risk statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and uncertaintiesSection 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. All statements, statements other than statements of historical factsfacts contained in this Report, which address DiaMedica’s expectationsincluding statements regarding our future results of operations and financial position, should be considered business strategy and plans, and our objectives for future operations, are forward-looking statements. Such The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions that convey uncertainty of future events or outcomes are intended to identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. These statements are based on management’s exercise various assumptions and on the current expectations of business judgment as well as assumptions made by management and information currently available to management. When used in this press release, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statements. Forward-looking statements in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant to the license agreement, and its anticipation for DM 199 upon successful development of the drug, and all other statements that are not predictions of actual performance, nor are these statements of historical fact. You should not place undue reliance on these forward-looking statementsfacts. These statements reflect a current view of future events and are subject to certain a number of risks and uncertainties as contained in the DiaMedica’s filings with the Canadian securities regulatorsregarding our business, all of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇)and actual results may differ materially. These risks and uncertainties include, among othersbut are not limited to, our continued operating and net losses in the difficulty future; our need for additional capital for our operations and to fulfill our business plans; the effect of developing pharmaceutical productsCOVID-19; changes in the business environment in which we operate, obtaining including inflation and interest rates, and general financial, economic, regulatory and other approvals political conditions affecting the industry in which we operate; adverse litigation developments; inability to refinance existing debt on favorable terms; changes in taxes, governmental laws, and achieving market acceptanceregulations; competitive product and pricing activity; difficulties of managing growth profitably; the loss of one or more members of our management team; uncertainty as to the long-term value of our Common Stock; the risks and results of clinical testing; risks involved discussed in international operations; dependence upon Ahon Pharma and Fosun Pharma the Annual Report on Form 10-K for the developmentyear ended December 31, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in 2020 under the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed heading “Risk Factors,” as updated from time to time by the Quarterly Reports on Form 10-Q and other documents we file from time to time with the SEC. The risk factors described in DiaMedica’s filings with Canadian securities regulatorsthese documents may not be exhaustive. Should one There may be additional risks that we presently know or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, that we currently believe are immaterial that could also cause actual results could to differ materially from those anticipated contained in these the forward-looking statements. DiaMedica undertakes no obligationIn addition, forward-looking statements provide our expectations, plans or forecasts of future events and does not intend views as of the date of this communication. We anticipate that subsequent events and developments will cause our assessments to updatechange. However, revise or otherwise publicly release any revisions while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to reflect events or circumstances after do so. These forward-looking statements should not be relied upon as representing our assessments as of any date subsequent to the date hereof, or to reflect the occurrence of any unanticipated events, unless required by law. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materializethis communication.

Appears in 1 contract

Sources: Equity Distribution Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The statements made This prospectus supplement, the accompanying prospectus and Securities and Exchange Commission filings that are incorporated by reference in this press release that are not historical facts prospectus supplement, the accompanying prospectus, contain or incorporate by reference forward-looking information that involves risk statements within the meaning of Section 27A of the Securities Act, and uncertaintiesSection 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical facts, which address DiaMedica’s expectations, should be considered Such forward-looking statements. Such statements are based on management’s exercise of business judgment as well as assumptions made by and information currently available to management. When used in this press releaseinclude those that express plans, the words “may”anticipation, “will”intent, “anticipate”contingency, “believe”goals, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statements. Forward-looking statements in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant to the license agreement, and its anticipation for DM 199 upon successful targets or future development of the drug, and all other statements that and/or otherwise are not statements of historical fact. You We believe these forward-looking statements are reasonable; however, you should not place undue reliance on any forward-looking statements, which are based on current expectations. These forward-looking statements are based on our current expectations and projections about future events and they are subject to risks and uncertainties known and unknown that could cause actual results and developments to differ materially from those expressed or implied in such statements. In some cases, you can identify forward-looking statements by terminology, such as “expects,” “anticipates,” “intends,” “estimates,” “plans,” “believes,” “seeks,” “may,” “should,” “could” or the negative of such terms or other similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this prospectus supplement. We intend for these forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with these safe harbor provisions. You should read this prospectus supplement, the accompanying prospectus and the documents that we reference herein and therein and have filed as exhibits to the registration statement, of which this prospectus supplement is part, completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this prospectus supplement or the accompanying prospectus is accurate as of the date on the front cover of this prospectus supplement or accompanying prospectus or any the information incorporated by reference herein or therein. Because the risk factors referred to above, as well as the risk factors incorporated herein by reference, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. These statements reflect a current view of future events and are subject to certain risks and uncertainties as contained in the DiaMedica’s filings with the Canadian securities regulatorsFurther, all of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from those anticipated in these any forward-looking statements. DiaMedica undertakes no obligationstatement speaks only as of the date on which it is made, and does not intend we undertake no obligation to update, revise or otherwise publicly release update any revisions to these forward-looking statements statement to reflect events or circumstances after the date hereof, on which the statement is made or to reflect the occurrence of any unanticipated events, unless except as may be required by under applicable law. Although management believes that expectations are based New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on reasonable assumptionsour business or the extent to which any factor, no assurance can be given that or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this prospectus supplement, and the accompanying prospectus supplement particularly our forward-looking statements, by these expectations will materializecautionary statements.

Appears in 1 contract

Sources: Offering Agreement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS. The This announcement (including information incorporated by reference in this announcement), oral statements made in this press release that are not historical facts contain forward-looking regarding the Acquisition, and other information that involves risk and uncertainties. All statementspublished by RPS, other than Tetra Tech or any member of the Wider Tetra Tech Group or Wider RPS Group contains statements of historical factswhich are, which address DiaMedica’s expectationsor may be deemed to be, should be considered forward-looking statements” under applicable securities laws. Such statements are based on management’s exercise of business judgment as well as assumptions made by and information currently available to management. When used in this press release, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend” and words of similar import, are intended to identify any forward-looking statements. Forward-looking statements are prospective in this press release include statements concerning DiaMedica’s expectation that it will receive payments from Ahon pursuant to nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the license agreementbusiness strategies and the environment in which RPS, and its anticipation for DM 199 upon successful development Tetra Tech, any member of the drugWider Tetra Tech Group, and all other statements that are not statements of historical fact. You should not place undue reliance on these forward-looking statements. These statements reflect a current view of the Wider RPS Group or the Enlarged Group shall operate in the future events and are subject to certain risks and uncertainties as contained in the DiaMedica’s filings with the Canadian securities regulators, all of which are available on SEDAR (▇▇▇.▇▇▇▇▇.▇▇▇). These risks and uncertainties include, among others, the difficulty of developing pharmaceutical products, obtaining regulatory and other approvals and achieving market acceptance; risks and results of clinical testing; risks involved in international operations; dependence upon Ahon Pharma and Fosun Pharma for the development, regulatory, sales, marketing, and commercial activities and associated costs of DM199 in the licensed territories; need for, and ability to obtain, additional financing to fund future development of DM199, and the terms of such additional financing; and other factors identified and discussed from time to time in DiaMedica’s filings with Canadian securities regulators. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, that could cause actual results could to differ materially from those anticipated in these forward-looking expressed or implied by those statements. DiaMedica undertakes no obligation, and does not intend to update, revise or otherwise publicly release any revisions to these The forward-looking statements contained in this announcement relate to reflect events or circumstances after the date hereof, or to reflect the occurrence of any unanticipated future events, unless required by lawincluding RPS, Tetra Tech, any member of the Wider Tetra Tech Group, the Wider RPS Group or the Enlarged Group’s future prospects, developments and business strategies, the expected timing and scope of the Acquisition, certain plans and objectives of the boards of directors of RPS, Tetra Tech, any member of the Wider Tetra Tech Group or Wider RPS Group, expectations regarding whether the Acquisition will be completed, including whether any conditions to Completion of the Acquisition will be satisfied, and the anticipated timing for Completion, the expected effects of the Acquisition on Tetra Tech, any member of the Wider Tetra Tech Group or Wider RPS Group or the RPS Group; as well as the financial condition, results of operations and businesses of Tetra Tech, any member of the Wider Tetra Tech Group, RPS or the Wider RPS Group following the implementation of the Acquisition, and other statements other than historical facts. Although management believes that expectations are based on reasonable assumptions, no assurance can be given that these expectations will materialize.These include statements relating to the following:

Appears in 1 contract

Sources: Cooperation Agreement