TORONTO--(BUSINESS WIRE)--Mednow Inc. (“Mednow'' or the “Company”) (TSXV:MNOW) (OTCQX:MDNWF), Canada’s on-demand virtual pharmacy, is pleased to announce it has released its financial results for the period ending January 31, 2023 (“Q2 2023”). Mednow’s Financial Statements and Management, Discussion & Analysis are available on sedar.com and on the Company’s website, https://investors.mednow.ca. “Definition of Certain Non-IFRS Financial Measures - Reconciliation of Non-IFRS Financial Measures.” Tweet this Key Milestones, M&A and Partnerships During and Subsequent to Q2 2023: Significant revenue growth. Q2/23 revenue increased approximately 17% Q/Q to $11.3 million, and approximately 466% year-over-year Patient growth. Mednow patient count increased quarter-over-quarter, growing by approximately 9% to ~38,000 in Q2’23 versus ~35,000 in Q1’23 Mednow has implemented significant cost reductions and operational streamlining initiatives, aimed at achieving a cash flow positive status. The company has recently completed the "build & buy" phase, which has enabled it to establish the core infrastructure required for its national virtual pharmacy ambitions. Mednow has also leveraged the insights gained from its initial time in the market and has refined its strategy to focus on core business lines and adapting to changing macroeconomic conditions. These efforts are aimed at driving operational efficiency and ensuring sustainable growth. Total cost base reduced. Total operating costs (excluding COGS, impairment, share-based compensation and depreciation) decreased by 6% Q/Q People costs reduced. People costs were reduced by 11% Q/Q Integration of acquisitions. Cost synergies have been achieved through the integration of acquisitions. This includes the consolidation of call centers, pharmacy operations and patient outreach programs. The resulting merged entities produce more revenue from cross-selling and have less overall costs for the Company. Core business streamlining. Costs were reduced in respect of personnel, technology, CAPEX, marketing, and SG&A due to efficiencies. Mednow for Business (“MFB”) continues to drive growth with partner signings. MFB has demonstrated strong traction, with access to over 500,000 lives. MFB also offers wellness and digital health programs to their employees, providing a broad spectrum of solutions, including digital pharmacy, nutritional services, personalized vitamins and supplements programs, and a wellness store that includes a broad array of health-related products. To-date, MFB has formed strategic channel partner relationships with DexCom Inc. (NASDAQ: DXCM), PACE Consulting Benefits and Pensions Ltd., PACE Consulting MGA Services Inc. and Sterling Capital Brokers. MFB has launched and onboarded over 500 employers, including, but not limited to Tucows (TSX: TC), Consensus Cloud Solutions (NASDAQ: CCSI), and Arista Networks (NYSE: ANET). Furthermore, MFB has a healthy pipeline of groups which is expected to be launched in the coming months, and is working with multiple net new partners. Increased demand for Mednow for Doctors. An important area of demand for Mednow’s virtual pharmacy services is from physicians and medical clinics who are looking for administrative, data, clinical, and adherence support. Such collaborations result in revenues from clinical services such as medication reviews and dispensing of adherence medication solutions. Mednow drives growth by leaning into this demand and continues its mission to push forward innovation in collaborative care. Established product-market fit. Mednow has earned and maintains a perfect 5-star rating on Google. The reviews show that Mednow is solving real problems and changing what Canadians expect from their pharmacy. Customer service is our obsession and in a market as price-regulated as pharmacy, the patient experience makes the difference. Furthermore Mednow’s growing list of enterprise clients validates that the company is providing a differentiated pharmacy experience for users, payors and prescribers. Key Financials Revenue increased by 17% quarter-over-quarter, to $11,346,829 during the three month period ended January 31, 2023, driven primarily by sales from the Company's Pharmacy operating segment. Pharmacies based in British Columbia, Manitoba, Ontario and Nova Scotia collectively generated revenue of $10,839,642, as compared to $1,405,559 in the prior year’s comparative period. Revenue generated by doctor services was $472,146 as compared to $536,266 in the prior year’s comparative period. Gross margin for the quarter increased approximately 253% year-over-year to $1,249,746, as compared to $354,297 in the prior year’s comparative period. EBITDA for the period was a loss of $3,404,704, as compared to a loss of $5,438,633 in the prior year’s comparative period, representing an increase in EBITDA of $2,033,929 compared to the prior comparative period. The change is primarily due to the increase in gross profit, resulting from higher revenues during the period, and a decrease in share-based compensation expenses, partially offset against general and administrative expenses, which are corporate costs, such as increased headcount, technology and marketing expenses. EBITDA is a non-IFRS financial measure and has been adjusted for certain items. Refer to the disclosure under the heading “Definitions of Certain Non-IFRS Financial Measures” for more information on this non-IFRS financial measure. Adjusted EBITDA for the quarter was a loss of $2,811,808, as compared to a loss of $4,162,058 in the prior year comparative period, representing a increase in adjusted EBITDA of $1,350,250. Adjusted EBITDA is a non-IFRS financial measure and has been adjusted for certain items. Refer to the disclosure under the heading “Definitions of Certain Non-IFRS Financial Measures” for more information on this non-IFRS financial measure. The composition of Adjusted EBITDA has changed from the comparative period to the current period discussed herein, as explained further under the heading “Definitions of Certain Non-IFRS Financial Measures - Reconciliation of Non-IFRS Financial Measures.” Summary of Financial Results Below is a summary of each operating segment's performance for the three-month period ended January 31, 2023 and 2022. For the three months ended January 31, 2023 Pharmacies Doctor Services Mednow Inc. Total Revenue $ 10,839,642 $ 472,146 $ 35,041 $ 11,346,829 Cost of sales 9,747,421 349,662 — 10,097,083 General and administrative 1,894,716 330,485 1,803,949 4,029,150 Share based compensation — — 324,097 324,097 Marketing and sales 6,497 6,616 122,159 135,272 Depreciation 363,896 6,496 314,443 684,835 Income tax expense 26,685 — — 26,685 Other amounts in loss 276,343 810 16,352 293,505 Net loss $ (1,475,916 ) $ (221,923 ) $ (2,545,959 ) $ (4,243,798 ) For the three months ended January 31, 2022 Pharmacies Doctor Services Mednow Inc. Total Revenue $ 1,405,559 $ 536,266 $ 62,100 $ 2,003,925 Cost of sales 1,250,018 399,610 — 1,649,628 General and administrative 464,140 242,001 3,478,296 4,184,437 Share based compensation — — 1,086,293 1,086,293 Marketing and sales — 907 490,955 491,862 Depreciation 88,263 7,293 167,770 263,326 Income tax expense — — — — Other amounts in loss 10,767 268 30,707 41,742 Net loss $ (407,629 ) $ (113,813 ) $ (5,191,921 ) $ (5,713,363 ) Source: Mednow’s MD&A as of March 31, 2023 RECONCILIATIONS OF NON-IFRS MEASURES Three months ended January 31, Six months ended January 31, 2023 2022 2023 2022 Net loss and comprehensive loss for the period $ (4,243,798 ) $ (5,713,363 ) $ (8,834,769 ) $ (10,514,372 ) Interest expense 127,574 11,404 226,886 14,683 Depreciation and amortization 684,835 263,326 1,386,513 398,383 Current income tax expense 26,685 — 87,385 — EBITDA¹ $ (3,404,704 ) $ (5,438,633 ) $ (7,133,985 ) $ (10,101,306 ) Loss on investment in equity securities — 60,442 — 89,166 Share-based compensation 324,097 1,086,293 679,117 2,565,822 Acquisition costs 11,400 129,840 11,400 217,492 Severance expenses 74,000 — 224,000 — Loss on disposal of assets and leases 183,399 — 183,399 — Adjusted EBITDA¹ $ (2,811,808 ) $ (4,162,058 ) $ (6,036,069 ) $ (7,228,826 ) ¹ EBITDA and Adjusted EBITDA are non-IFRS financial measures and have been discussed in the section Definitions of Non-IFRS Financial Measures. DEFINITIONS OF CERTAIN NON-IFRS FINANCIAL MEASURES This press release discloses certain non-IFRS financial measures which are defined below (including non-IFRS financial measures for prior year comparative periods). Non-IFRS financial measures are not standardized financial measures under IFRS. As such, these measures may not be comparable to similar financial measures that are disclosed by other companies. These measures include “EBITDA” and “Adjusted EBITDA”. These measures are provided as additional information that is disclosed to provide further insight into the Company's results of operations from management's perspective. These measures should not be reviewed and assessed as a substitute for financial information reported under IFRS. A reconciliation of the non-IFRS measures to the IFRS measure is in the section "Selected Financial Information". EBITDA and Adjusted EBITDA EBITDA represents net loss and comprehensive loss for the period before interest expense, income taxes, and depreciation and amortization expenses. Adjusted EBITDA represents net loss and comprehensive loss for the period before interest expense, income taxes, depreciation and amortization expenses, loss on investment in equity securities, share-based compensation expense, acquisition costs incurred, asset impairment charges, the fair value remeasurement of the note receivable from Doko and severance expenses. These adjustments to calculate the non-IFRS measures of EBITDA and Adjusted EBITDA are for items that are not necessarily reflective of the Company’s underlying operating performance. As there is no generally accepted or standard method of calculating EBITDA, these measures are not necessarily comparable to similarly titled measures reported by other issuers. EBITDA and Adjusted EBITDA are presented as management believes it is a useful indicator of the Company’s relative financial performance. These measures should not be considered by an investor as an alternative to net income or other IFRS financial measures as determined in accordance with IFRS. The Company presents EBITDA and Adjusted EBITDA to indicate ongoing financial performance from period to period, including comparative prior year periods. Reconciliation of Non-IFRS Financial Measures The most directly comparable financial measure to EBITDA and Adjusted EBITDA that is disclosed in the Company’s financial statements is net loss and comprehensive loss. The following are reconciliations of net loss and comprehensive loss to EBITDA. The adjustments include: The amortization and depreciation expenses of intangible assets, fixed assets, and the right-of-use assets of the Company. The net interest expenses, which primarily includes interest expense on the Company's credit facility and interest expense and interest income recorded in accordance with IFRS 16. The underlying income taxes recorded. The following are reconciliations of EBITDA to Adjusted EBITDA. The adjustments include: The loss on investment in equity securities in connection with the Company's investment in Life Support. The share-based compensation expense recorded by the Company in connection with the stock option plan. The acquisition costs incurred by the Company. The asset impairment charges recorded by the Company as part of its annual impairment test of goodwill and intangible assets. The fair value remeasurement of the promissory note with Doko. The severance expenses incurred by the Company. The composition of Adjusted EBITDA has changed from prior comparative periods disclosed herein. Information on the reason for the change is incorporated by reference to the Company’s Management Discussion and Analysis (“MD&A”) for the three month period ended October 31, 2022. The information can be found in the MD&A under the heading “Definition of Certain Non-IFRS Financial Measures - Reconciliation of Non-IFRS Financial Measures.” The Company’s MD&A is available on SEDAR at www.sedar.com under the Company’s profile. The exclusion of certain items in calculating the non-IFRS measures does not imply that they are non-recurring, infrequent, unusual or not useful to investors. About Mednow Inc. Mednow (TSXV: MNOW) (OTCQX:MDNWF) is a healthcare technology company offering virtual access with a high-standard of care. Designed with accessibility and quality of care in mind, Mednow provides virtual pharmacy and telemedicine services as well as doctor home visits through an interdisciplinary approach to healthcare that is focused on the patient experience. Mednow’s services include free at-home delivery of medications, doctor consultations, a user-friendly interface for easy upload, transfer, and refill of prescriptions, access to healthcare professionals through an intuitive chat experience and the specialized PillSmart™ system that packages prescriptions in easy-to-use daily dose packs, each labeled with the date and time of the next dose. To learn more, follow Mednow on , Twitter, LinkedIn, and Instagram, or visit our website at www.mednow.ca/. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Cautionary Note Regarding Forward-Looking Statements: This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance, including without limitation, that Mednow expects operate in regions in Canada other than BC and ON by way of Preferred Pharmacy Partners and franchisees; that Mednow expects to collect technology fees from participating pharmacies in its preferred pharmacy network, MFB has a pipeline of groups which are expected to be launched in the coming months and that Mednow Pharmacists are expected to perform an in-home medication review and medication cabinet cleanup for eligible housebound patients under the Ontario Drug benefits program are forward-looking statement and contains forward-looking information. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including that Mednow will operate in regions in Canada other than BC and ON by way of Preferred Pharmacy Partners and franchisees; Mednow will collect technology fees from participating pharmacies in its preferred pharmacy network, MFB has a pipeline of groups which will be launched in the coming months and Mednow Pharmacists will perform an in-home medication review and medication cabinet cleanup for eligible housebound patients under the Ontario Drug Benefits Program. These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation that Mednow will not operate in regions in Canada other than BC and ON by ways of Preferred Pharmacy Partners and franchise or at all; Mednow will not be successful in collecting technology fees from participating pharmacies in its preferred pharmacy network, MFB’s pipeline of groups will not be successfully launched in the coming months or at all, Mednow Pharmacists will not perform an in-home medication review and medication cabinet cleanup under the Ontario Drug Benefits Program and the risk factors discussed or referred to in the Company’s disclosure documents under the Company’s profile at www.sedar.com Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws.SAN JOSE, Calif.--(BUSINESS WIRE)--Momentus Inc. (NASDAQ: MNTS) ("Momentus" or the "Company"), a U.S. commercial space company that offers transportation and other in-space infrastructure services, today announced that the Company has successfully completed the initial test sequence on-orbit of its pioneering Microwave Electrothermal Thruster (MET) that relies on solar power and uses distilled water as a propellant. “The MET concept has been studied in academia since the 1980s and we saw tremendous opportunity in commercializing it” Tweet this The MET is the Vigoride Orbital Service Vehicle’s (OSV) primary propulsion method that produces thrust by expelling extremely hot gases through a rocket nozzle. Unlike a conventional chemical rocket engine, which creates thrust through a chemical reaction, the MET is designed to create a plasma and thrust using solar power to drive a microwave energy source that heats the water propellant. Momentus has two patents in support of this proprietary propulsion technology. View video of MET ground testing here. “The MET technology is central to our transportation services, empowering us to offer custom and precise orbital deliveries for customers, and we’re encouraged to see initial testing of the technology on-orbit in space performing the way we anticipated from our ground testing,” said Momentus Chief Executive Officer John Rood. “We’ll be ramping up testing of the MET over the coming weeks as we look to push its performance in space. The Momentus team has worked incredibly hard to get us to this point. That focus will continue as we aim to advance our sustainable propulsion system that meets a market need and offers advantages over traditional chemical and electric propulsion systems.” The recent MET testing done on-orbit included multiple test firings of the thruster that imparted forces on the Vigoride-5 spacecraft. These forces can change the orbital velocity of the spacecraft, allowing the orbit to be adjusted, changing parameters such as altitude and orbital inclination. This capability will allow Momentus to deliver its customers’ payloads to custom orbits. Momentus plans to demonstrate changes in spacecraft altitude and orbital inclination during the current Vigoride-5 mission. “The MET concept has been studied in academia since the 1980s and we saw tremendous opportunity in commercializing it,” said Rood. “Many in-space vehicles use Argon and Xenon – which are often sourced from Russia and Ukraine. The use of water as a propellant alleviates the need to lean on foreign vendors for certain kinds of spacecraft. We’ve heard a lot of positive feedback about this point from the U.S. Department of Defense. In the much longer term, MET is an attractive option as water becomes known as a more abundant resource in space and propellant for our future vehicles can be pulled from other resources in the solar system. Water is found on the Moon and other places in the solar system, so as we think about longer term missions our use of water as a propellant offers other advantages.” The Vigoride OSV’s Attitude Control and Reaction Control Systems also use water as a propellant and were recently tested and fully commissioned. With its water-based propulsion systems, Momentus aims to offer cost-effective, efficient, safe, and environmentally friendly propulsion to meet the demands for in-space transportation and infrastructure services. About Momentus Momentus is a U.S. commercial space company that offers in-space infrastructure services, including in-space transportation, hosted payloads and in-orbit services. Momentus believes it can make new ways of operating in space possible with its planned in-space transfer and service vehicles that will be powered by an innovative water plasma-based propulsion system that is under development. Forward-Looking Statements This press release contains certain statements which may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements regarding Momentus or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, and are not guarantees of future performance. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Momentus’ control. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including but not limited to risks and uncertainties included under the heading “Risk Factors” in the Annual Report on Form 10-K filed by the Company on March 7, 2023, as such factors may be updated from time to time in our other filings with the Securities and Exchange Commission (the "SEC"), accessible on the SEC’s website at www.sec.gov and the Investor Relations section of our website at investors.momentus.space. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and, except as required by law, the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.HENDERSON, Nev.--(BUSINESS WIRE)--P3 Health Partners Inc. (Nasdaq: PIII), a patient-centered and physician-led population health management company (the “Company”), today announced that it has entered into definitive agreements to sell securities in a private placement with a group of institutional investors. The lead institutional investors in the private placement are affiliates of Chicago Pacific Founders (“CPF”) and Leavitt Partners. The transaction is expected to result in gross proceeds of approximately $90 million, before deducting placement agent fees and offering expenses, including $71 million of gross proceeds from purchases by affiliates of CPF. The Company plans to use the net proceeds from the financing for general corporate purposes. Pursuant to the terms of the securities purchase agreements, the Company will issue 79.9 million units at a price of approximately $1.12 per unit for institutional investors, and a purchase price of approximately $1.19 per unit for employees and consultants. Each unit consists of one share of common stock and 0.75 of a warrant to purchase one share of common stock at an exercise price of $1.13. Certain institutional investors have elected to receive pre-funded warrants to purchase common stock in lieu of a portion of their common stock. The closing of the private placement is subject to certain conditions and is expected to occur on April 6, 2023. CPF has agreed to limit its exercise of the warrants to the extent that after giving effect to the exercise, CPF and its affiliates would beneficially own in excess of 49.99% of the Company’s common stock and has also agreed to a standstill restriction from the date of the closing of the private placement to June 30, 2024 that limits the ownership of CPF to 49.99% of the Company’s common stock. The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. The securities being issued in the private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the foregoing 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. Advisors J.P. Morgan Securities LLC (“J.P. Morgan”) is acting as exclusive placement agent to the Company in connection with the private placement. Latham & Watkins LLP is acting as legal counsel to the Company, Mayer Brown LLP is acting as legal counsel to J.P. Morgan, Locke Lord LLP is acting as legal counsel to CPF and Sidley Austin LLP is acting as legal counsel to the special independent committee of the Company’s board of directors. About the Company: The Company is a leading population health management company committed to transforming healthcare by improving the lives of both patients and providers. Founded and led by physicians, the Company has an expansive network of more than 2,500 affiliated primary care providers across the country. Our local teams of health care professionals manage the care of thousands of patients in 18 counties across five states. The Company supports primary care providers with value-based care coordination and administrative services that improve patient outcomes and lower costs. Through partnerships with these local providers, the Company’s care team creates an enhanced patient experience by navigating, coordinating, and integrating the patient’s care within the healthcare system. For more information, visit www.p3hp.org and follow us on @p3healthpartners and . Forward-Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. Words such as “anticipate,” “believe,” “budget,” “contemplate,” “continue,” “could,” “envision,” “estimate,” “expect,” “guidance,” “indicate,” “intend,” “may,” “might,” “plan,” “possibly,” “potential,” “predict,” “probably,” “pro-forma,” “project,” “seek,” “should,” “target,” or “will,” or the negative or other variations thereof, and similar words or phrases or comparable terminology, are intended to identify forward-looking statements. These forward-looking statements address various matters, including statements regarding the closing of the private placement, which reflect the Company’s expectations based upon currently available information and data. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected or estimated and you are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in forward-looking statements include, among others, changes in market or industry conditions, regulatory environment, competitive conditions, and receptivity to our services; our ability to continue our growth and expand our operations; changes in laws and regulations applicable to our business; our ability to maintain our relationships with health plans and other key payers; the impact of COVID-19, including the impact of new variants of the virus, or another pandemic, epidemic or outbreak of infectious disease on our business and results of operation; increased labor costs; our ability to recruit and retain qualified team members and independent physicians; and other factors discussed in Part I, Item 1A. “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission (the “SEC”) on October 21, 2022, and in the Company’s other filings with the SEC. All information in this press release is as of the date hereof, and the Company undertakes no duty to update or revise this information unless required by law. You are cautioned not to place undue reliance on any forward-looking statements contained in this press release.CHICAGO--(BUSINESS WIRE)--Distribution Solutions Group, Inc. (Nasdaq: DSGR) (“DSG”), a premier, multi-platform specialty distribution company, announced today that it plans to distribute at no charge to stockholders of record of its common stock, par value $1.00 per share (“common stock”), subscription rights for shares of its common stock (the “rights offering”). The rights offering is expected to raise an aggregate amount of approximately $100 million and will be conducted pursuant to DSG’s registration statement on Form S-3 filed on March 17, 2023 with the U.S. Securities and Exchange Commission (“SEC”). The subscription rights will be transferable but will not be listed for trading on any stock exchange or market. The record date, subscription price, expiration date and other details of the rights offering will be specified in a prospectus supplement that DSG intends to file with the SEC once additional details are available. Luther King Capital Management and its affiliates (“LKCM”) currently own approximately 77% of the outstanding common stock, and have indicated an intention to fully subscribe for their pro rata portion in the rights offering, as well as for their pro rata portion of any rights remaining unsubscribed at the completion of the subscription period. DSG expects to use the net proceeds of the rights offering for general corporate purposes and to fund, in combination with its expanded committed credit facility, the acquisition of all of the issued and outstanding capital stock of HIS Company, Inc. (“Hisco”), pursuant to that certain Stock Purchase Agreement dated as of March 30, 2023 by and among DSG, Hisco, HIS Company, Inc. Employee Stock Ownership Trust (“Seller”) and Ellis Moseley, solely in his capacity as the representative of Seller. This announcement is being issued pursuant to Rule 135 under the Securities Act of 1933, as amended (the “Securities Act”) and does not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States. This announcement does not constitute, or form part of, a prospectus relating to DSG, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in DSG or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with DSG. About Distribution Solutions Group, Inc. DSG is a premier, multi-platform specialty distribution company providing high touch, value-added distribution solutions to the maintenance, repair & operations (“MRO”), original equipment manufacturer and the industrial technologies markets. DSG was formed through the strategic combination of Lawson Products, Inc., a leader in MRO distribution of C-parts; 301 HW Opus Holdings, Inc., conducting business as Gexpro Services, a leading global supply chain services provider to manufacturing customers; and TestEquity Acquisition, LLC, a leader in electronic test & measurement solutions. Through its collective businesses, DSG is dedicated to helping customers lower their total cost of operation by increasing productivity and efficiency with the right products, expert technical support, and fast, reliable delivery to be a one-stop solution provider. DSG serves 110,000 customers in several diverse end markets supported by more than 3,100 dedicated employees and strong vendor partnerships. DSG ships from strategically located distribution and service centers to customers in North America, Europe, Asia, South America and the Middle East. For more information on Distribution Solutions Group please visit www.distributionsolutionsgroup.com. Forward-Looking Statements This announcement contains forward-looking statements within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, and the “safe harbor” provisions under the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. The terms “aim,” “anticipate,” “believe,” “contemplates,” “continues,” “could,” “ensure,” “estimate,” “expect,” “forecasts,” “if,” “intend,” “likely,” “may,” “might,” “objective,” “outlook,” “plan,” “positioned,” “potential,” “predict,” “probable,” “project,” “shall,” “should,” “strategy,” “will,” “would,” and other words and terms of similar meaning and expression are intended to identify forward-looking statements. Forward-looking statements do not relate to historical or current facts and are only predictions and reflect DSG’s views as of the date they are made with respect to future events and financial performance. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. DSG gives no assurance that any goal set forth in forward-looking statements can be achieved and cautions readers not to place undue reliance on such statements, which speak only as of the date made. These statements are based on DSG management’s current expectations, intentions or beliefs and are subject to assumptions and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Factors that could cause or contribute to such differences or that might otherwise impact if and to what extent the stockholders of record will exercise their subscription rights to purchase common stock include, but are not limited to, (i) DSG’s expected use of proceeds from the rights offering, (ii) the terms and conditions of the rights offering, including the subscription price and (iii) other risks and uncertainties indicated in DSG’s annual report on Form 10-K, particularly those under its “Risk Factors” section, and from time to time in DSG’s other filings with the SEC. More