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Palladium Capital Serves as Financial Advisor to $1,000,000 registered direct offering by AMERI Holdings, Inc. (NASDAQ: AMRH)

Palladium Capital Group, LLC served as financial advisor to AMERI Holdings, Inc. in the following transaction:

On July 31, 2020, Ameri Holdings, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”) providing for the issuance of (i) 373,766 shares (the “Shares”) of the Company’s common stock, par value $0.01 (the “Common Stock”); (ii) pre-funded warrants to purchase up to an aggregate of 150,000 shares of Common Stock (the “Pre-Funded Warrant Shares”) at an exercise price of $0.01 per share, subject to customary adjustments thereunder (the “Pre-Funded Warrants”); and (iii) warrants, with a term of five (5) years, to purchase an aggregate of up to 340,448 shares of Common Stock (the “Unregistered Warrant Shares”) at an exercise price of $1.828 per share, subject to customary adjustments thereunder (the “Unregistered Warrants”). Pursuant to the Purchase Agreement, the Investor is purchasing the Securities for an aggregate purchase price of $1,000,000.

Pursuant to the Purchase Agreement, the Shares and Pre-Funded Warrants will be issued to the Investors in a registered direct offering (the “Registered Offering”) and registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a prospectus supplement to the Company’s currently effective registration statement on Form S-3 (File No. 333-233260).

Pursuant to the Purchase Agreement, the Company will also issue to the Investors in a concurrent private placement pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder (the “Private Placement”, and together with the Registered Offering, the “Offering”), the Unregistered Warrants and the Unregistered Warrant Shares.

Subject to the Company’s prior receipt of shareholder approval under Nasdaq’s corporate governance rules, the Investor shall have the right at any time prior to the exercise in whole or in part of the Unregistered Warrant (as to the portion not exercised) to require the Company to repurchase the unexercised portion of the Unregistered Warrant for the sum of $0.60 per Warrant Share, payable in cash or shares of common stock, at the company’s discretion (the “Put Right”).

The Company expects the Offering to close on or about August 4, 2020, subject to the satisfaction of customary closing conditions in the Purchase Agreement. The Purchase Agreement contains customary representations, warranties and agreements of the Company and the Investors and customary indemnification rights and obligations of the parties thereto.

Palladium Capital Serves as Financial Advisor to $9,250,000 Registered Direct Offering by AYRO, Inc. (NASDAQ: AYRO)

Palladium Capital Group, LLC served as financial advisor to AYRO, Inc. in the following transaction:

Austin, Texas, July 21, 2020 (GLOBE NEWSWIRE) — AYRO, Inc. (the “Company”) (NASDAQ: AYRO), a manufacturer of light-duty, emissions-free electric vehicles, today announced that it has entered into definitive agreements with several institutional and accredited investors for the purchase and sale of shares of the Company’s common stock, at a purchase price of $5.00 per share, in a registered direct offering priced at-the-market under Nasdaq rules. Investors were also given the option to purchase a number of shares of common stock equal to 75% of the number of shares acquired on the closing date on or before October 19, 2020. The closing of the offering is expected to occur on or about July 24, 2020, subject to the satisfaction of customary closing conditions.

The gross proceeds to the Company from this offering are expected to be approximately $9.25 million, before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes. 

The shares of common stock are being offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-227858) previously filed with the Securities and Exchange Commission (the “SEC”) on October 16, 2018, and declared effective by the SEC on November 9, 2018. The offering of the securities is made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the securities being offered will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov .

Palladium Capital Group, LLC acted as a financial advisor in connection with the offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About AYRO

Texas-based AYRO, Inc., designs and delivers compact, emissions-free electric fleet solutions for use within urban and short-haul markets. Capable of accommodating a broad range of commercial and consumer requirements, AYRO’s vehicles are the emerging leaders of safe, affordable, efficient and sustainable logistical transportation. AYRO was founded in 2017 by entrepreneurs, investors, and executives with a passion to create sustainable urban electric vehicle solutions for Campus Management, Last Mile Delivery, Urban Commuting, and Closed Campus Transport. For more information, visit: www.ayro.com

To view our vehicles, visit: https://ayro.com/media

Forward-Looking Statements

This press release may contain forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any expected future results, performance, or achievements. Words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “may,” “plan,” “will,” “would” and other similar expressions are intended to identify these forward-looking statements and include statements about the completion of the registered direct offering, the satisfaction of customary closing conditions related to the registered direct offering and the intended use of net proceeds from the registered direct offering. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, without limitation: AYRO has a history of losses and has never been profitable, and AYRO expects to incur additional losses in the future and may never be profitable; the market for AYRO’s products is developing and may not develop as expected; AYRO’s limited operating history makes evaluating its business and future prospects difficult and may increase the risk of any investment in its securities; AYRO may experience lower-than-anticipated market acceptance of its vehicles; developments in alternative technologies or improvements in the internal combustion engine may have a materially adverse effect on the demand for AYRO’s electric vehicles; the markets in which AYRO operates are highly competitive, and AYRO may not be successful in competing in these industries; AYRO relies on and intends to continue to rely on a single third-party supplier for the sub-assemblies in semi-knocked-down for all of its vehicles; AYRO may become subject to product liability claims, which could harm AYRO’s financial condition and liquidity if AYRO is not able to successfully defend or insure against such claims; increases in costs, disruption of supply or shortage of raw materials, in particular lithium-ion cells, could harm AYRO’s business; AYRO will be required to raise additional capital to fund its operations, and such capital raising may be costly or difficult to obtain and could dilute AYRO stockholders’ ownership interests, and AYRO’s long term capital requirements are subject to numerous risks; AYRO may fail to comply with environmental and safety laws and regulations; and AYRO is subject to governmental export and import controls that could impair AYRO’s ability to compete in international market due to licensing requirements and subject AYRO to liability if AYRO is not in compliance with applicable laws. A discussion of these and other factors with respect to AYRO is set forth in the registration statement on Form S-4 filed by AYRO on February 14, 2020, as amended. Forward-looking statements speak only as of the date they are made and AYRO disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Palladium Capital Serves as Financial Advisor to $15,000,000 Registered Direct Offering by AYRO, Inc. (NASDAQ: AYRO)

Palladium Capital Group, LLC served as financial advisor to AYRO, Inc. in the following transaction:

Austin, Texas, July 06, 2020 (GLOBE NEWSWIRE) — AYRO, Inc. (the “Company”) (NASDAQ: AYRO), a manufacturer of light-duty, emissions-free electric vehicles, today announced that it has entered into definitive agreements with several institutional and accredited investors for the purchase and sale of shares of the Company’s common stock, at a purchase price of $4.75 per share, in a registered direct offering. The closing of the offering is expected to occur on or about July 8, 2020, subject to the satisfaction of customary closing conditions.

The gross proceeds to the Company from this offering are expected to be approximately $15 million, before deducting placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes.

The shares of common stock are being offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-227858) previously filed with the Securities and Exchange Commission (the “SEC”) on October 16, 2018, and declared effective by the SEC on November 9, 2018. The offering of the securities is made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the securities being offered will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov .

Palladium Capital Group, LLC acted as a financial advisor in connection with the offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About AYRO

Texas-based AYRO, Inc., designs and delivers compact, emissions-free electric fleet solutions for use within urban and short-haul markets. Capable of accommodating a broad range of commercial and consumer requirements, AYRO’s vehicles are the emerging leaders of safe, affordable, efficient and sustainable logistical transportation. AYRO was founded in 2017 by entrepreneurs, investors, and executives with a passion to create sustainable urban electric vehicle solutions for Campus Management, Last Mile Delivery, Urban Commuting, and Closed Campus Transport. For more information, visit: www.ayro.com

To view our vehicles, visit: https://ayro.com/media

Forward-Looking Statements

This press release may contain forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any expected future results, performance, or achievements. Words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “may,” “plan,” “will,” “would” and other similar expressions are intended to identify these forward-looking statements and include statements about the completion of the registered direct offering, the satisfaction of customary closing conditions related to the registered direct offering and the intended use of net proceeds from the registered direct offering. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, without limitation: AYRO has a history of losses and has never been profitable, and AYRO expects to incur additional losses in the future and may never be profitable; the market for AYRO’s products is developing and may not develop as expected; AYRO’s limited operating history makes evaluating its business and future prospects difficult and may increase the risk of any investment in its securities; AYRO may experience lower-than-anticipated market acceptance of its vehicles; developments in alternative technologies or improvements in the internal combustion engine may have a materially adverse effect on the demand for AYRO’s electric vehicles; the markets in which AYRO operates are highly competitive, and AYRO may not be successful in competing in these industries; AYRO relies on and intends to continue to rely on a single third-party supplier for the sub-assemblies in semi-knocked-down for all of its vehicles; AYRO may become subject to product liability claims, which could harm AYRO’s financial condition and liquidity if AYRO is not able to successfully defend or insure against such claims; increases in costs, disruption of supply or shortage of raw materials, in particular lithium-ion cells, could harm AYRO’s business; AYRO will be required to raise additional capital to fund its operations, and such capital raising may be costly or difficult to obtain and could dilute AYRO stockholders’ ownership interests, and AYRO’s long term capital requirements are subject to numerous risks; AYRO may fail to comply with environmental and safety laws and regulations; and AYRO is subject to governmental export and import controls that could impair AYRO’s ability to compete in international market due to licensing requirements and subject AYRO to liability if AYRO is not in compliance with applicable laws. A discussion of these and other factors with respect to AYRO is set forth in the registration statement on Form S-4 filed by AYRO on February 14, 2020, as amended. Forward-looking statements speak only as of the date they are made and AYRO disclaims any intention or obligation to revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Palladium Capital Serves as Financial Advisor to $1,725,000 registered direct offering by AMERI Holdings, Inc. (NASDAQ: AMRH)

Palladium Capital Group, LLC served as financial advisor to AMERI Holdings, Inc. in the following transaction:

ATLANTA, June 3, 2020 AMERI Holdings, Inc. (NASDAQ: AMRH) (the “Company”), today announced that it has entered into a securities purchase agreement with institutional investors to purchase approximately $1.725 million of its common shares in a registered direct offering priced at-the-market under Nasdaq rules.

Under the terms of the securities purchase agreement, Ameri Holdings has agreed to sell approximately 862,500 common shares. The gross proceeds to the Company from the registered direct offering is expected to be approximately $1.725 million before deducting fees and other estimated offering expenses. The registered direct offering is expected to close on or about June 5, 2020, subject to the satisfaction of customary closing conditions.

The common shares and pre-funded warrants are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-233260) previously filed and declared effective by the Securities and Exchange Commission (SEC).

No Offer or Solicitation

This press release does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction. This press release also does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

About Ameri100

Ameri is a specialized SAP® cloud, digital and enterprise solutions company that provides SAP® services to customers worldwide. Headquartered in Suwanee, Georgia, Ameri has offices in the U.S. and Canada. The Company also has global delivery centers in India. With its bespoke engagement model, Ameri delivers transformational value to its clients across industry verticals. For further information, visit www.ameri100.com

On January 10, 2020, Ameri entered into an Amalgamation Agreement (the “Merger Agreement”) with Jay Pharma, Jay Pharma Merger Sub, Inc., a company organized under the laws of Canada and a wholly-owned subsidiary of Ameri (“Merger Sub”), 1236567 B.C. Unlimited Liability Company, a company organized under the laws of British Columbia and a wholly-owned subsidiary of Ameri (“ExchangeCo”), and Barry Kostiner, as the Ameri representative, pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Amalgamation Agreement, including, but not limited to, the approval of the proposed transaction by the shareholders of each of Ameri and Jay Pharma, Merger Sub and Jay Pharma will be amalgamated and will continue as one corporation, which shall become a direct wholly-owned subsidiary of ExchangeCo and an indirect wholly-owned subsidiary of Ameri (the “Amalgamation”). In connection with the Amalgamation, Ameri intends to sell substantially all of its current assets, change its name to Jay Pharma and Jay Pharma’s business is intended to become the sole business of the combined company following this transaction.

Palladium Capital Group serves as Financial Advisor to Ayro, Inc. (NASDAQ: AYRO) on Merger with DropCar Inc.

Palladium Capital Group, LLC served as financial advisor to Ayro, Inc. for the following transaction.

NEW YORK & AUSTIN, Texas–(BUSINESS WIRE)– DropCar, Inc. (“DropCar”) (NASDAQ: DCAR) and AYRO, Inc. (“AYRO”) today announced that at DropCar’s special meeting of stockholders held on May 27, 2020, DropCar obtained sufficient votes for each proposal required to consummate the previously announced proposed merger between DropCar and AYRO. AYRO previously obtained a sufficient number of written consents from its stockholders to consummate the merger. Common shares of AYRO are expected to commence trading as NASDAQ: AYRO on May 29, 2020.

Rod Keller, Chief Executive of AYRO since 2017, who will become the Chief Executive Officer of the combined company, commented, “We are excited about the opportunity to introduce our company to the public, along with its line-up of light-duty electric vehicles, as well as our strategic partnership with Club Car®, a unit of Ingersoll Rand Inc. (NYSE: IR). Going public with a NASDAQ listing is an important milestone for our company, and we look forward to engaging with new investors to share our vision for AYRO and create value for our shareholders.”

Pursuant to the Agreement and Plan of Merger and Reorganization, dated as of December 19, 2019, by and among DropCar, AYRO and ABC Merger Sub, Inc., a wholly owned subsidiary of DropCar (“Merger Sub”), Merger Sub will merge with and into AYRO (the “Merger”), with AYRO surviving the Merger as a direct wholly owned subsidiary of DropCar. Immediately prior to the Merger, AYRO will change its name to “AYRO Operating Company, Inc.” and DropCar will change its name to “AYRO, Inc.” Immediately following the Merger, the combined company will effect a reverse stock split of its common stock (the “Reverse Split”) and pay a stock dividend declared on the common stock to all shareholders of record as of the close of business on May 28, 2020 (following the effective time of the Merger) (the “Stock Dividend”), the net effect of which will result in a 1-for-5 reverse stock split of the combined company’s common stock. DropCar and AYRO made filings with the office of the Delaware Secretary of State (the “Secretary of State”) today in order to give effect to the name changes, the Reverse Stock Split and the Merger. DropCar and AYRO expect the name changes, the Reverse Stock Split, the Stock Dividend and the Merger to become effective after market hours on Thursday, May 28, 2020.

Concurrently with the closing of the Merger, DropCar will sell substantially all of the assets associated with its business of providing vehicle support, fleet logistics and concierge services for both consumers and the automotive industry to Spencer Richardson and David Newman, who currently serve as Chief Executive Officer of DropCar and Chief Business Development Officer of DropCar, respectively.

Subject to the aforementioned acceptance by the Secretary of State of the filings made by DropCar and AYRO, the combined company will be named “AYRO, Inc.” and expects to begin trading on the Nasdaq Capital Market under the symbol “AYRO” at the opening of trading on May 29, 2020 after giving effect to the Reverse Stock Split and the Stock Dividend. Effective with the aforementioned changes, a total of 12,482,298 AYRO basic common shares will be outstanding as of May 29, 2020, with the CUSIP number changing to 054748 108.

Palladium Capital Advisors, LLC acted as financial advisor to the parties in connection with the above transactions.

Virtual Town Hall Meeting

AYRO, Inc. will host a virtual “Town Hall” style investor event, to be broadcast live over the internet on June 2, 2020 at 8:30 AM ET. Rod Keller and Curt Smith, the company’s Chief Executive Officer and Chief Financial Officer, respectively, will lead the session and provide a shareholder update on the transaction and the company’s strategic growth plans as well as its strategic partnership with Club Car.

This virtual meeting is open to the public and will consist of a live broadcast audio and video stream with Q&A. All attendees are required to register to participate. Please access the registration link and follow the instructions which will be available on AYRO’s corporate website: www.ayro.com

Questions may also be submitted in advance by email to Peter Seltzberg, Investor Relations for AYRO, at pseltzberg@darrowir.com. A rebroadcast will also be made available to the public on Ayro’s corporate website and by request for those unable to attend the live event.

About AYRO

Texas-based AYRO, Inc., designs and delivers compact, emissions-free electric fleet solutions for use within urban and short-haul markets. Capable of accommodating a broad range of commercial and consumer requirements, AYRO’s vehicles are the emerging leaders of safe, affordable, efficient and sustainable logistical transportation. AYRO was founded in 2017 by entrepreneurs, investors, and executives with a passion to create sustainable urban electric vehicle solutions for Campus Management, Last Mile Delivery, Urban Commuting, and Closed Campus Transport. For more information, visit www.ayro.com.

To view our vehicles, visit: https://ayro.com/media

About DropCar

Founded and launched in New York City in 2015, DropCar (DCAR) offers its Vehicle Support Platform (VSP), a cloud-based platform and mobile apps that help consumers and automotive-related companies reduce the cost, hassles and inefficiencies of owning a car, or fleet of cars, in urban centers. Consumers use DropCar’s mobile app to ease the cost and stress of owning a car in the city. Dealerships, fleet owners, OEMs and shared mobility companies use DropCar’s enterprise platform to reduce costs, streamline logistics and deepen relationships with customers. For more information, visit www.dropcar.com.

* * *

IMPORTANT INFORMATION FOR INVESTORS AND STOCKHOLDERS

In connection with the proposed transaction, DropCar has filed with the SEC a registration statement on Form S-4 that includes a joint proxy statement of DropCar and a consent solicitation statement of AYRO that also constitutes a prospectus of DropCar. The registration statement was declared effective by the SEC on April 24, 2020 and the joint proxy statement of DropCar and consent solicitation statement of AYRO and prospectus was mailed to stockholders of DropCar and AYRO on or about April 27, 2020. All proposals set forth in the joint proxy statement of DropCar and consent solicitation statement of AYRO have been approved by DropCar’s and AYRO’s stockholders, respectively. DropCar and AYRO may also file other relevant documents with the SEC regarding the proposed transaction. INVESTORS ARE URGED TO READ THE DEFINITIVE JOINT PROXY AND CONSENT STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the definitive joint proxy and consent solicitation statement/prospectus and other relevant documents filed by DropCar and AYRO with the SEC at the SEC’s website at www.sec.gov. Copies of the documents filed by DropCar with the SEC are available free of charge on DropCar’s website at www.drop.car or by contacting DropCar Investor Relations.

DropCar and its directors and executive officers and AYRO and its directors and executive officers may be deemed to have been participants in the solicitation of proxies in respect of the proposed transaction. Information regarding the special interests of these directors and executive officers in the proposed transaction was included in the definitive joint proxy and consent statement/prospectus referred to above. Additional information regarding the directors and executive officers of DropCar is included in its Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 30, 2020, as amended on April 10, 2020. Investors should read the definitive joint proxy and consent solicitation statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from DropCar or AYRO using the sources indicated above.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any expected future results, performance, or achievements. Forward-looking statements speak only as of the date they are made and none of AYRO, DropCar nor their affiliates assume any duty to update forward-looking statements. Words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “may,” “plan,” “will,” “would” and other similar expressions are intended to identify these forward-looking statements. Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, without limitation: the geographic, social and economic impact of COVID-19 on AYRO’s ability to conduct its business and raise capital in the future when needed; AYRO has a history of losses and has never been profitable, and AYRO expects to incur additional losses in the future and may never be profitable; the market for AYRO’s products is developing and may not develop as expected; AYRO’s limited operating history makes evaluating its business and future prospects difficult and may increase the risk of any investment in its securities; AYRO may experience lower-than-anticipated market acceptance of its vehicles; developments in alternative technologies or improvements in the internal combustion engine may have a materially adverse effect on the demand for AYRO’s electric vehicles; the markets in which AYRO operates are highly competitive, and AYRO may not be successful in competing in these industries; AYRO relies on and intends to continue to rely on a single third-party supplier for the sub-assemblies in semi-knocked-down for all of its vehicles; AYRO may become subject to product liability claims, which could harm AYRO’s financial condition and liquidity if AYRO is not able to successfully defend or insure against such claims; increases in costs, disruption of supply or shortage of raw materials, in particular lithium-ion cells, could harm AYRO’s business; AYRO will be required to raise additional capital to fund its operations, and such capital raising may be costly or difficult to obtain and could dilute AYRO stockholders’ ownership interests, and AYRO’s long term capital requirements are subject to numerous risks; AYRO may fail to comply with environmental and safety laws and regulations; and AYRO is subject to governmental export and import controls that could impair AYRO’s ability to compete in international market due to licensing requirements and subject AYRO to liability if AYRO is not in compliance with applicable laws. Risks and uncertainties related to the Merger that may cause actual results to differ materially from those expressed or implied in any forward-looking statement include, without limitation, risks relating to the completion of the Merger, including the satisfaction of closing conditions; the anticipated financing to be completed prior to or concurrently with the closing of the Merger; the cash balances of the combined company following the closing of the Merger and the financing; the ability of the combined company to remain listed on the Nasdaq Capital Market; and expected restructuring-related cash outlays, including the timing and amount of those outlays.

Palladium Capital Serves as Finder in $3,050,000 Equity Raise for XpresSpa Group (Nasdaq:XSPA)

NEW YORK, April 6, 2020 (GLOBE NEWSWIRE) — Palladium Capital Advisors, LLC acted as a finder in connection with the following transaction:

XpresSpa Group, Inc. (XSPA) (“XpresSpa” or the “Company”), today announced that it has entered into a securities purchase agreement with institutional investors to purchase approximately $3.05 million of its common shares (or pre-funded warrants to purchase common shares in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules.

Under the terms of the securities purchase agreement, XpresSpa has agreed to sell approximately 13,863,636 common shares (or pre-funded warrants to purchase common shares in lieu thereof). The gross proceeds to the Company from the registered direct offering is expected to be approximately $3.05 million before deducting fees and other estimated offering expenses. The registered direct offering is expected to close on or about April 8, 2020, subject to the satisfaction of customary closing conditions.

Palladium Capital Advisors, LLC acted as a finder in connection with the offering.

The common shares and pre-funded warrants are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-232764) previously filed and declared effective by the Securities and Exchange Commission (SEC).

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About XpresSpa Group, Inc.
XpresSpa Group, Inc. (XSPA) is a health and wellness holding company. XpresSpa Group’s core asset, XpresSpa, is a leading airport retailer of spa services and related health and wellness products, with 51 locations in 25 airports globally. XpresSpa offers services that are tailored specifically to the busy travel customer. XpresSpa is committed to providing exceptional customer experiences with its innovative premium spa services, as well as luxury travel products and accessories. XpresSpa provides almost one million services to customers per year at its locations in the United States, Netherlands, and the United Arab Emirates. To learn more about XpresSpa Group, visit: www.XpresSpaGroup.com. To learn more about XpresSpa, visit www.XpresSpa.com.

Forward-Looking Statements
This press release may contain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These include statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” or the negative of such terms, or other comparable terminology. These statements include, without limitation, statements related to our ability to close the offering and the gross proceeds from the offering. Forward-looking statements relating to expectations about future results or events are based upon information available to XpresSpa Group as of today’s date and are not guarantees of the future performance of the company, and actual results may vary materially from the results and expectations discussed. Additional information concerning these and other risks is contained in XpresSpa Group’s most recently filed Annual Report on Form 10-K, Quarterly Report on Form 10-Q, recent Current Reports on Form 8-K and other Securities and Exchange Commission filings. All subsequent written and oral forward-looking statements concerning XpresSpa Group, or other matters and attributable to XpresSpa Group or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. XpresSpa Group does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.

Palladium Capital Serves as Financial Advisor to $2,000,000 offering by U.S. Gold Corp. (NASDAQ: USAU)

Palladium Capital Advisors, LLC served as financial advisor to U.S. Gold Corp. in the following transaction:

ELKO, Nevada, March 30, 2020 /PRNewswire/ — U.S. Gold Corp. (“U.S. Gold,” the “Company,” “we,” “our” or “us”) (NASDAQ: USAU) today announced that it has entered into a securities purchase agreement with certain institutional investors, providing for the purchase and sale of 357,143 shares of common stock at a price of $5.60 per share in a registered direct offering, resulting in total gross proceeds of $2.0 million. The Company also agreed to issue unregistered warrants to the investors in a concurrent private placement to purchase up to 1 share of common stock for each share of common stock purchased with an exercise price of $7.00 per share. The warrants will be exercisable six months following the issuance and will expire five years following the initial exercise date. The closing of the sale of the securities is expected to take place on or about March 31, 2020, subject to the satisfaction of customary closing conditions.

The shares of common stock were offered pursuant to a shelf registration statement on Form S-3 (File No. 333-217860), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on May 15, 2017. The warrants and shares issuable upon exercise of the warrants were offered in a concurrent private placement and have not been registered under the Securities Act of 1933, as amended.

Concurrently with the sale of the common stocks and the warrants, the Company entered into an exchange agreement with holders of shares of the Company’s 0% Series F Convertible Preferred Stock (the “Series F Preferred Stock”) pursuant to which 127 shares of the Company’s Series F Preferred Stock are to be exchanged for 127 shares of the Company’s 0% Series G Convertible Preferred Stock (the “Series G Preferred Stock”). The exchange will be made in reliance on an exemption from registration under Section 3(a)(9) of the Securities Act. The Series G Preferred Stock will have substantially the same terms as that of the Series F Preferred Stock except the conversion price of the Series G Preferred Stock will be $5.60 per share.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. A prospectus supplement relating to the shares of common stock will be filed by the Company with the SEC. When available, copies of the prospectus supplement, together with the accompanying prospectus, can be obtained at the SEC’s website at www.sec.gov.

About U.S. Gold Corp. 

U.S. Gold Corp. is a publicly traded, U.S. focused gold exploration company. U.S. Gold Corp. has a portfolio of exploration properties. Copper King is located in Southeast Wyoming and has a Preliminary Economic Assessment (PEA) technical report, which was completed by Mine Development Associates. Keystone and Maggie Creek are exploration properties on the Cortez and Carlin Trends in Nevada. For more information about U.S. Gold Corp., please visit www.usgoldcorp.gold

Safe Harbor

Certain statements in this press release are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking words such as “anticipate,” “believe,” “forecast,” “estimated,” and “intend,” among others. These forward-looking statements are based on U.S. Gold Corp.’s current expectations, and actual results could differ materially from such statements. There are a number of factors that could cause actual events to differ materially from those indicated by such forward-looking statements. These factors include, but are not limited to, risks arising from: market and other conditions; the satisfaction of customary closing conditions related to the registered direct offering and concurrent private placement; the prevailing market conditions for metal prices and mining industry cost inputs, environmental and regulatory risks, risks faced by junior companies generally engaged in exploration activities, whether U.S. Gold Corp. will be able to raise sufficient capital to implement future exploration programs, and other factors described in the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K filed with the Securities and Exchange Commission, which can be reviewed at www.sec.gov. The Company has based these forward-looking statements on its current expectations and assumptions about future events. While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory, and other risks, contingencies, and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. The Company makes no representation or warranty that the information contained herein is complete and accurate and we have no duty to correct or update any information contained herein.

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Palladium Capital Serves as Finder in $2,000,000 Equity Raise for XpresSpa Group (Nasdaq:XSPA)

NEW YORK, March 27, 2020 (GLOBE NEWSWIRE) — Palladium Capital Advisors, LLC acted as a finder in connection with the following transaction:

XpresSpa Group, Inc. (XSPA) (“XpresSpa” or the “Company”), today announced that it has entered into a securities purchase agreement with institutional investors to purchase approximately $2.0 million of its common shares (or pre-funded warrants to purchase common shares in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules.

Under the terms of the securities purchase agreement, XpresSpa has agreed to sell approximately 10,000,000 common shares (or pre-funded warrants to purchase common shares in lieu thereof). The gross proceeds to the Company from the registered direct offering is expected to be approximately $2.0 million before deducting fees and other estimated offering expenses. The registered direct offering is expected to close on or about March 30, 2020, subject to the satisfaction of customary closing conditions.

Palladium Capital Advisors, LLC acted as a finder in connection with the offering.

The common shares and pre-funded warrants are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-232764) previously filed and declared effective by the Securities and Exchange Commission (SEC).

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About XpresSpa Group, Inc.
XpresSpa Group, Inc. (XSPA) is a health and wellness holding company. XpresSpa Group’s core asset, XpresSpa, is a leading airport retailer of spa services and related health and wellness products, with 51 locations in 25 airports globally. XpresSpa offers services that are tailored specifically to the busy travel customer. XpresSpa is committed to providing exceptional customer experiences with its innovative premium spa services, as well as luxury travel products and accessories. XpresSpa provides almost one million services to customers per year at its locations in the United States, Netherlands, and the United Arab Emirates. To learn more about XpresSpa Group, visit: www.XpresSpaGroup.com. To learn more about XpresSpa, visit www.XpresSpa.com.

Forward-Looking Statements
This press release may contain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These include statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” or the negative of such terms, or other comparable terminology. These statements include, without limitation, statements related to our ability to close the offering and the gross proceeds from the offering. Forward-looking statements relating to expectations about future results or events are based upon information available to XpresSpa Group as of today’s date and are not guarantees of the future performance of the company, and actual results may vary materially from the results and expectations discussed. Additional information concerning these and other risks is contained in XpresSpa Group’s most recently filed Annual Report on Form 10-K, Quarterly Report on Form 10-Q, recent Current Reports on Form 8-K and other Securities and Exchange Commission filings. All subsequent written and oral forward-looking statements concerning XpresSpa Group, or other matters and attributable to XpresSpa Group or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. XpresSpa Group does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.

Palladium Capital Serves as Finder in $1,790,000 Equity Raise for XpresSpa Group (Nasdaq:XSPA)

NEW YORK, March 25, 2020 (GLOBE NEWSWIRE) — Palladium Capital Advisors, LLC acted as a finder in connection with the following offering: XpresSpa Group, Inc. (XSPA) (“XpresSpa” or the “Company”), today announced that it has entered into a securities purchase agreement with institutional investors to purchase approximately $1.79 million of its common shares (or pre-funded warrants to purchase common shares in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules.

Under the terms of the securities purchase agreement, XpresSpa has agreed to sell approximately 8,750,000 common shares (or pre-funded warrants to purchase common shares in lieu thereof). The gross proceeds to the Company from the registered direct offering is expected to be approximately $1.79 million before deducting fees and other estimated offering expenses. The registered direct offering is expected to close on or about March 27, 2020, subject to the satisfaction of customary closing conditions.

The common shares and pre-funded warrants are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-232764) previously filed and declared effective by the Securities and Exchange Commission (SEC).

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About XpresSpa Group, Inc.
XpresSpa Group, Inc. (XSPA) is a health and wellness holding company. XpresSpa Group’s core asset, XpresSpa, is a leading airport retailer of spa services and related health and wellness products, with 51 locations in 25 airports globally. XpresSpa offers services that are tailored specifically to the busy travel customer. XpresSpa is committed to providing exceptional customer experiences with its innovative premium spa services, as well as luxury travel products and accessories. XpresSpa provides almost one million services to customers per year at its locations in the United States, Netherlands, and the United Arab Emirates. To learn more about XpresSpa Group, visit: www.XpresSpaGroup.com. To learn more about XpresSpa, visit www.XpresSpa.com.

Forward-Looking Statements
This press release may contain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These include statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” or the negative of such terms, or other comparable terminology. These statements include, without limitation, statements related to our ability to close the offering and the gross proceeds from the offering. Forward-looking statements relating to expectations about future results or events are based upon information available to XpresSpa Group as of today’s date and are not guarantees of the future performance of the company, and actual results may vary materially from the results and expectations discussed. Additional information concerning these and other risks is contained in XpresSpa Group’s most recently filed Annual Report on Form 10-K, Quarterly Report on Form 10-Q, recent Current Reports on Form 8-K and other Securities and Exchange Commission filings. All subsequent written and oral forward-looking statements concerning XpresSpa Group, or other matters and attributable to XpresSpa Group or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. XpresSpa Group does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.

Palladium Capital Serves as Finder in $1,100,000 Equity Raise for XpresSpa Group (Nasdaq:XSPA)

NEW YORK, March 19, 2020  — Palladium Capital Advisors, LLC acted as a finder in connection with the following offering:  XpresSpa Group, Inc. (XSPA) (“XpresSpa” or the “Company”), today announced that it has entered into a securities purchase agreement with institutional investors to purchase approximately $1.1 million of its common shares (or pre-funded warrants to purchase common shares in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules.

Under the terms of the securities purchase agreement, XpresSpa has agreed to sell approximately 6,285,716 common shares (or pre-funded warrants to purchase common shares in lieu thereof). Separately, XpresSpa also has entered into an exchange agreement with certain of its warrant holders to exchange their existing warrants into shares of the Company’s common stock on a 1.5:1 basis effective upon receipt of shareholder approval. The Company has committed to seek that shareholder approval within 90 days.

The gross proceeds to the Company from the registered direct offering is expected to be approximately $1.1 million before deducting fees and other estimated offering expenses. The registered direct offering is expected to close on or about March 19, 2020, subject to the satisfaction of customary closing conditions.

Palladium Capital Advisors, LLC acted as a finder in connection with the offering.

The common shares and pre-funded warrants are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-232764) previously filed and declared effective by the Securities and Exchange Commission (SEC).

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About XpresSpa Group, Inc.
XpresSpa Group, Inc. (XSPA) is a health and wellness holding company. XpresSpa Group’s core asset, XpresSpa, is a leading airport retailer of spa services and related health and wellness products, with 51 locations in 25 airports globally. XpresSpa offers services that are tailored specifically to the busy travel customer. XpresSpa is committed to providing exceptional customer experiences with its innovative premium spa services, as well as luxury travel products and accessories. XpresSpa provides almost one million services to customers per year at its locations in the United States, Netherlands, and the United Arab Emirates. To learn more about XpresSpa Group, visit: www.XpresSpaGroup.com. To learn more about XpresSpa, visit www.XpresSpa.com.

Forward-Looking Statements

This press release may contain “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These include statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “should,” “seeks,” “future,” “continue,” or the negative of such terms, or other comparable terminology.  These statements include, without limitation, statements related to our ability to close the offering and the gross proceeds from the offering. Forward-looking statements relating to expectations about future results or events are based upon information available to XpresSpa Group as of today’s date and are not guarantees of the future performance of the company, and actual results may vary materially from the results and expectations discussed. Additional information concerning these and other risks is contained in XpresSpa Group’s most recently filed Annual Report on Form 10-K, Quarterly Report on Form 10-Q, recent Current Reports on Form 8-K and other Securities and Exchange Commission filings. All subsequent written and oral forward-looking statements concerning XpresSpa Group, or other matters and attributable to XpresSpa Group or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. XpresSpa Group does not undertake any obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.\