Industry Dynamics - The semiconductor industry is highly cyclical, with significant downturns impacting demand, as seen in 2023 following a recovery in 2022[36]. - The semiconductor industry is characterized by rapid technological changes and short product life cycles, necessitating timely introduction of new technologies[53]. - The semiconductor industry is facing significant price erosion, with rapid declines in average selling prices impacting gross margins and overall financial health[56]. - The automotive market's downturn, influenced by inflation and rising interest rates, could negatively affect demand for the company's products and growth strategy[6]. - Any prolonged downturn in the semiconductor industry could materially affect the company's financial condition and results of operations[37]. Revenue Sources - Approximately 63% of total net sales in fiscal year 2024 were generated by cross-industry products, while 37% came from automotive products[52]. - The company derives about 16% of its total revenues from China, which may be affected by U.S. export restrictions on advanced computing integrated circuits[46]. - Approximately 38% of the company's revenues in 2024 and 36% in 2023 were generated by the top three customers, indicating a significant reliance on a few key clients[67]. Supply Chain and Production Risks - Disruptions in supply chains due to geopolitical tensions or natural disasters could adversely affect the company's ability to meet production demands[48]. - The company is dependent on key suppliers, such as TSMC, for silicon wafers, and any disruption in their operations could significantly impact production[40]. - The company does not operate its own manufacturing facilities, which may hinder its ability to reduce costs as quickly as competitors, impacting gross margins[57]. - The company faces challenges in maintaining manufacturing yields, which could lead to lower margins and affect customer relationships[91]. Financial Performance and Inventory Management - Rising inflation and interest rates in 2024 have led customers to adopt a cautious approach to inventory building, resulting in high inventory levels[36]. - The company experienced high inventory levels among customers in 2023-2024, leading to decreased demand for products due to inflation and high-interest rates[6]. - Failure to accurately estimate customer demand may lead to excess inventories or lost revenue opportunities, adversely affecting financial results[61]. - The company relies heavily on obtaining orders during each quarter to meet net sales objectives, with open backlogs typically lower than expected[76]. Competitive Landscape - The company must navigate challenges related to pricing pressures and competition in the semiconductor market, which could impact profitability[53]. - Winning competitive technology selection processes is crucial for the company, as failure to do so may adversely affect revenues and market position[78]. - The company anticipates that it will need to continue reducing prices of existing products to remain competitive, which could further pressure gross margins[60]. Geopolitical and Economic Risks - The company faces risks from global political and economic uncertainties, particularly related to U.S.-China relations and Taiwan[40]. - The geopolitical situation in Israel has caused temporary shifts to remote work and military reserve duty among employees, potentially delaying the introduction of new technologies[6]. - The ongoing geopolitical instability in Israel, including recent conflicts, may disrupt operations and impact revenues[169]. - Geopolitical events, such as the Russia-Ukraine conflict, may increase cybersecurity risks and associated costs for the company[115]. Intellectual Property and Compliance - The company may face challenges in adequately protecting its intellectual property rights, which could harm its competitive position[100]. - Patent prosecution is complex and costly, with no assurance that necessary patents will be issued or maintained[103]. - The company may be subject to litigation regarding intellectual property rights, which could result in significant liabilities and divert management attention[107]. - The company must comply with transfer pricing rules, which require documentation to establish arm's length pricing for transactions with non-resident related parties, or face potential additional corporate income tax liabilities[149]. Cybersecurity and Data Protection - Cybersecurity risks are heightened due to increasing sophistication of attacks, which could irreparably damage the company's reputation and business[111]. - The company may incur significant expenses related to cybersecurity breaches, which could materially affect its financial results[116]. - Evolving privacy and data protection regulations across different jurisdictions may complicate compliance efforts and impact revenue[125]. - The company is subject to strict obligations under the EU General Data Protection Regulation (GDPR), which can impose fines of up to 4% of global annual revenue or €20 million, whichever is greater[128]. Financial Health and Capital Management - Future capital raising may be limited, impacting the ability to execute growth strategies and respond to business opportunities[93]. - Insufficient capital resources may lead to the need for additional equity or debt financing, resulting in shareholder dilution or increased expenses[94]. - The company is exposed to various financial risks, including currency fluctuations and credit risk, which could adversely affect financial results[95]. - Valens' financial results may be adversely affected by fluctuations in foreign exchange rates, particularly with the NIS[152]. Corporate Governance and Shareholder Relations - The company has a duty to act in good faith towards shareholders, which may impose additional obligations not typically found in U.S. corporations[175]. - The company’s articles of association require a 65% shareholder vote for certain amendments, which may limit shareholder influence[176]. - Valens' board of directors has sole discretion over dividend payments, which depend on future operations, earnings, and financial conditions[189]. - The company has not declared or paid any cash dividends and does not intend to do so in the foreseeable future[188]. Market Position and Growth Opportunities - Valens aims to transform digital connectivity across industries, focusing on reliable and optimized solutions for long-distance connectivity[216]. - The company is positioned to capture growing business opportunities arising from the evolution of AI-based applications in remote communication platforms[222]. - Valens operates in a fabless model with two main business units: Cross-Industry and Automotive, targeting diverse verticals[219]. - The company is leveraging its core technology to expand into new markets, including industrial machine vision and medical endoscopies[220].

Core Viewpoint - Valens Semiconductor will release its fourth quarter and full year 2024 financial results on February 26, 2025, before market opening [1] Financial Results Announcement - The financial results will be discussed in a conference call hosted by CEO Gideon Ben Zvi and CFO Guy Nathanzon on February 26, 2025, at 8:30 a.m. Eastern Time [2] - Access to the conference call will be available via multiple phone numbers for different regions and a live webcast on the company's investor relations website [2] Company Overview - Valens Semiconductor is a leader in high-performance connectivity, providing technology that enhances digital experiences globally [3] - The company's chipsets are utilized in various devices, supporting advanced audio-video installations, next-generation videoconferencing, and the development of ADAS and autonomous driving technologies [3] - Valens is known for setting industry standards, including HDBaseT® and MIPI A-PHY, showcasing its commitment to pushing connectivity boundaries [3]

Core Insights - Sennheiser has launched the TeamConnect Bar Solutions, entering the all-in-one unified communications AV bar market, which has gained popularity in corporate and educational settings and is certified for Microsoft Teams [1] - The TeamConnect Bars can be extended using Valens technology, allowing flexible placement without proximity to power outlets, utilizing the Valens VA6000 chipset for high-speed USB connections up to 100m/328ft and power over a single Category cable [2][3] Company Overview - Sennheiser has over 75 years of experience in audio solutions, focusing on professional audio products like microphones and meeting solutions, while consumer devices are managed by Sonova Holding AG under Sennheiser's license [4] - Valens Semiconductor, listed on NYSE as VLN, specializes in high-performance connectivity, providing chipsets for advanced audio-video installations and next-generation videoconferencing [5]

Financial Performance - Solid order backlog of $298.7 million, up $15.0 million or 5.3% since the beginning of the year [8] - Adjusted net income from continuing operations of $8.5 million, versus an adjusted net loss of $7.0 million in the corresponding quarter [8] - Sales of $73.4 million, up $11.2 million or 18.1% compared to the same quarter last year [8] - Gross profit of $28.3 million or 38.6% of sales, up significantly from $8.2 million, or 13.1% of sales, last year [8] - Net loss from continuing operations of $47.8 million, versus a net loss of $9.5 million last year reflecting restructuring costs of $74.5 million before income taxes [8] - Adjusted EBITDA from continuing operations of $14.3 million, compared to negative $4.1 million last year [8] Strategic Transactions - Agreement with Global Risk Capital to divest asbestos-related liabilities, removing $143 million in liabilities from the balance sheet [2] - Memorandum of understanding with Framatome for the sale of French subsidiaries Segault and Velan France for $198.4 million [3] - The sale of French businesses met the criteria for assets held for sale and discontinued operations, adjusting the consolidated balance sheet [4] Operational Highlights - Bookings of $59.1 million, versus $60.1 million last year, representing a book-to-bill ratio of 0.81 [8] - Cash flows from operating activities was breakeven, versus $0.1 million last year [8] - Net cash of $32.1 million at the end of the quarter, versus $36.4 million at the beginning of the fiscal year [8] Industry and Market Position - The company is well-positioned to benefit from robust momentum in the clean energy sector, particularly in the global nuclear market [9] - Recent alliances with leading players for proprietary products at small modular reactors bode well for the long term [9] - The company expects nuclear activities to generate new orders in the near future [9] Financial Position and Outlook - As at November 30, 2024, orders amounting to $249.1 million, representing 83.4% of a total backlog of $298.7 million, are expected to be delivered in the next 12 months [29] - The company anticipates concluding fiscal 2025 with a growth year over year in sales from continuing operations [29] - The Board of Directors has declared a dividend of CA$0.03 per common share, reinstating the dividend payment given the improved financial performance [30]

Core View - The company announced two major strategic initiatives: the divestiture of asbestos-related liabilities and the sale of French subsidiaries, aimed at reducing operating and financial risks while strengthening its financial position [12][13] - These transactions are expected to unlock the company's inherent value, making it financially and operationally stronger, and allowing it to focus on growth opportunities in the clean energy sector [6][7][13] Divestiture of Asbestos Liabilities - The company entered into an agreement with Global Risk Capital to divest its asbestos-related liabilities through the sale of its US subsidiary, Velan Valve Corp, for US$143 million, which will permanently remove all asbestos-related liabilities from the company's balance sheet [14] - The transaction is expected to result in a one-time non-cash charge to earnings of approximately US$67 million, before tax benefits [1] - The company plans to fund this transaction using available cash and a portion of the proceeds from the sale of its French subsidiaries [14] Sale of French Subsidiaries - The company entered into a memorandum of understanding to sell 100% of its French subsidiaries, Segault SAS and Velan S A S, to Framatome for a purchase price of US$175 2 million (€170 million), with an additional intercompany loan transfer of US$23 2 million (€22 5 million), bringing the total consideration to US$198 4 million (€192 5 million) [8][15] - The completion of this transaction is subject to shareholder approval, and Velan Holding, the controlling shareholder, has entered into a voting and support agreement with the company [9][16] - The company will inform and consult employee representative bodies in accordance with French laws before finalizing the agreement [2] Strategic Positioning and Future Outlook - The company will continue to lead in flow control solutions for clean energy and other industrial sectors, leveraging its strong brand, high-quality products, and expertise in demanding applications [6] - The company is well-positioned in the nuclear energy market with proprietary valve offerings for small modular reactors and a global installed base of products at existing nuclear reactors [6] - The transactions are expected to strengthen the company's balance sheet, making it virtually debt-free and enabling greater investments in growth opportunities [7] Advisors and Legal Counsel - Ducera Partners LLC is acting as the exclusive financial advisor for the asbestos divestiture transaction, with legal counsel provided by Latham & Watkins LLP and Davies Ward Phillips & Vineberg LLP [3] - BMO Capital Markets is acting as the financial advisor for the France transaction, with legal counsel provided by Davies Ward Phillips & Vineberg LLP and Bredin Prat [10] - Jones Day is acting as legal advisor to Global Risk Capital and Framatome [3][10]

Financial Results Announcement - Velan Inc. will release its financial results for the third quarter ended November 30, 2024, on January 14, 2025 [1] - An analyst call is scheduled for January 15, 2025, at 8:00 a.m. (EDT) to discuss the results [2] Conference Call Details - Participants can join the conference call by registering through a provided link or by dialing in directly [2] - The call will also be available via webcast, with a replay accessible within 2 hours after the call [3] Investor Relations - Materials referenced during the conference call will be available on the company's Investor Relations section shortly before the event [4]

Core Insights - Valens Semiconductor focuses on developing advanced products for high-performance wired connectivity across various markets, including automotive, professional audio-video, industrial, and medical sectors [1][6] - The company aims to enhance connected vehicle systems, improving safety, performance, and the overall driving experience [1] - Valens' professional audio-video chips facilitate meeting equity, enabling operations in diverse conditions and locations for corporations and educational institutions [1] ESG Commitment - The 2023 ESG Report highlights Valens Semiconductor's commitment to responsible corporate governance and sustainable business practices [2][4] - The company engages with shareholders, customers, and partners to communicate progress and advancements in connectivity [2] - Valens emphasizes the importance of social and environmental responsibility in its growth strategy [5] Company Overview - Valens Semiconductor is recognized as a leader in high-performance connectivity, transforming digital experiences globally [6] - The company's chipsets are widely integrated into devices, supporting advanced audio-video installations, next-generation videoconferencing, and the development of ADAS and autonomous driving technologies [6] - Valens' technology underpins industry standards such as HDBaseT® and MIPI A-PHY, setting benchmarks in connectivity [6]

Exhibit 99.1 VALENS SEMICONDUCTOR LTD. | | September 30, 2024 | December 31, 2023 | | --- | --- | --- | | Assets | | | | CURRENT ASSETS: | | | | Cash and cash equivalents | 35,443 | 17,261 | | Short-term deposits | 97,655 | 124,759 | | Trade accounts receivable | 7,217 | 14,642 | | Prepaid expenses and other current assets | 3,000 | 4,196 | | Inventories | 11,737 | 13,836 | | TOTAL CURRENT ASSETS | 155,052 | 174,694 | | LONG-TERM ASSETS: | | | | Property and equipment, net | 2,889 | 2,954 | | Operating leas ...

Financial Data and Key Metrics Changes - The company reported revenues of $16 million for Q3 2024, exceeding guidance of $14.7 million to $15.4 million, and up from $13.6 million in Q2 2024 and $14.2 million in Q3 2023 [10][33] - GAAP gross margin for Q3 2024 was 56.4%, compared to guidance of 52% to 53%, and down from 61.4% in Q2 2024 and 58.9% in Q3 2023 [11][35] - Adjusted EBITDA loss was $5.1 million, better than the guidance range of $6.3 million to $6.8 million, and improved from a loss of $5.2 million in Q2 2024 and $8.8 million in Q3 2023 [39][40] - The company ended Q3 2024 with $133.1 million in cash and cash equivalents, compared to $130.6 million at the end of Q2 2024 and $142 million at the end of 2023 [41] Business Line Data and Key Metrics Changes - The Audio-Video segment contributed $9.4 million, approximately 60% of total revenue, while the Automotive segment contributed $6.6 million, approximately 40% of total revenue [34] - In Q2 2024, Audio-Video revenue was $8.1 million and Automotive revenue was $5.5 million, while in Q3 2023, Audio-Video revenue was $9.7 million and Automotive revenue was $4.5 million [34] Market Data and Key Metrics Changes - The professional audio-video market is seeing high adoption of the VS6320 chipset, with over 50 customers developing products expected to launch in the next 9 to 12 months [12] - The machine vision market is projected to reach $7.8 billion by 2029, with the segment Valens competes in expected to reach $460 million by 2029 [14] Company Strategy and Development Direction - The company is advancing its long-term growth strategy with new automotive design wins and entry into the industrial machine vision market [7][9] - A strategic organizational change is underway, transitioning the Audio-Video Business to a Cross Industry Business unit to encompass various verticals [20] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about emerging from the bottom of the cycle and increasing interest in their solutions [9] - The company is focused on leveraging opportunities across verticals, particularly in industrial machine vision [19] Other Important Information - The company announced a leadership transition in the Audio-Video Business unit, with Gabi Shriki stepping down and a new head to be appointed [21][22] - The company is hosting its first Investor Day on November 12, 2024, to discuss its strategic plan and long-term financial objectives [45] Q&A Session Summary Question: Visibility on inventory and demand - Management indicated that visibility is improving, with a shorter sales cycle and a recovery in the market expected [48] Question: Acroname acquisition integration and traction - The integration of Acroname is proceeding well, with sales being ad hoc and transparent [50][51] Question: OEM wins and vehicle types - The design wins are not limited to EVs; ADAS features are applicable across all vehicle types [52][53] Question: Gross margin expectations for 2025 - Management did not provide specific guidance but noted that gross margins are influenced by the revenue mix between audio-video and automotive segments [54] Question: 10% plus customers during the quarter - There were no customers contributing more than 10% of revenue during the quarter [57] Question: Timing and opportunity size with Stoneridge - The pilot with Stoneridge was successful, and the truck industry is expected to reward the company despite the long timeline [62]

Core Insights - 22nd Century Group, Inc. is expanding its VLN® product distribution, targeting over 270,000 retail outlets and enhancing international activities [1][2][3] - The company has sufficient low nicotine tobacco stock to potentially generate up to $85 million in revenue from VLN® products [4] Group 1: Distribution and Market Expansion - The company plans to expand VLN® sales and marketing operations to all available retail outlets in the US and internationally [2][3] - Currently, VLN® is distributed in approximately 5,100 stores across 26 states, with a total market potential of over 270,000 retail outlets nationwide [2] Group 2: Sales Strategy and Consumer Engagement - The CEO emphasized that smokers are increasingly purchasing VLN® cigarettes, indicating a positive market response [3] - A comprehensive revitalization plan has been developed to enhance consumer engagement and expand distribution [3] Group 3: Financial Position and Inventory - The company holds enough low nicotine tobacco stock to manufacture up to 1.4 million cartons of VLN® and flanker brand cigarettes [4] - This existing inventory is prioritized for market release, with the potential to realize significant revenue before future crops are harvested [4] Group 4: Product Innovation and Regulatory Status - VLN® is the first combustible cigarette to receive a Modified Risk Tobacco Product designation from the FDA, promoting it as a product that helps smokers reduce consumption [6] - The proprietary technology used in VLN® allows for a 95% reduction in nicotine content while maintaining flavor and yield [8]