BEIJING , Dec. 6, 2024 /PRNewswire/ -- Baijiayun Group Ltd ("Baijiayun" or the "Company") (NASDAQ: RTC), a one-stop AI video solution provider, today announced that it has entered into a Standby Equity Purchase Agreement (the "SEPA"), with YA II PN, Ltd. ("YA"), a fund managed by Yorkville Advisors Global, LP. Subject to the terms and conditions set forth in the the SEPA, YA is committed to purchase up to $50 million (the "Commitment Amount") of the Company's Class A Ordinary Shares (the "Shares") at any time during the two-year period following the execution date of the SEPA, by delivering written notice to YA (an "Advance Notice"). Pursuant to the SEPA, YA will advance to the Company, subject to the satisfaction of certain conditions as set forth therein, the principal amount of up to $15 million (the "Pre-Paid Advance"), which will be evidenced by convertible promissory notes (the "Promissory Notes", together with the "SEPA", the "Offering") in four tranches. The first Pre-Advance, in the principal amount of $3,000,000 , was advanced December 6, 2024 in connection with the execution of the SEPA, and is subject to a 10% discount to the principal amount of such Promissory Note. If there is no balance outstanding under the Promissory Notes, the Company will have sole discretion to sell the Shares to YA from time to time by issuing Advance Notices to YA following the effectiveness of a registration statement with the U.S. Securities and Exchange Commission registering the Shares issuable pursuant to the SEPA and the satisfaction of other customary conditions. The Company intends to use the proceeds from the offering of the Shares pursuant to the SEPA for working capital and other general corporate purposes. The Company and the Investor have entered into a registration rights agreement on the date hereof (the "Registration Rights Agreement"), pursuant to which the Company shall register the resale of the Shares issuable pursuant to the SEPA. The foregoing does not purport to be a complete description of the rights and obligations of the parties to the SEPA, the Promissory Notes, the Registration Rights Agreement, or of the transactions contemplated thereby and is qualified in its entirety by reference to such documents, the copies of which have been filed as exhibits to the Company's Current Report on Form 6-K on December 6, 2024 . D. Boral Capital LLC acted as the exclusive placement agent for the Offering. About Baijiayun Group Ltd Baijiayun is a one-stop AI video solution provider with core expertise in SaaS/PaaS solutions. Baijiayun is committed to delivering reliable, high-quality video experiences across devices and localities and has grown rapidly since its inception in 2017. Premised on its industry-leading video-centric technologies, Baijiayun offers a wealth of video-centric technology solutions, including Video SaaS/PaaS, Video Cloud and Software, and Video AI and System Solutions. Baijiayun caters to the evolving communications and collaboration needs of enterprises of all sizes and industries. For more information, please visit ir.baijiayun.com . Safe Harbor Statement This press release contains certain "forward-looking statements." These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about the parties' perspectives and expectations, are forward-looking statements. The words "will," "expect," "believe," "estimate," "intend," and "plan" and similar expressions indicate forward-looking statements. Such forward-looking statements are inherently uncertain, and shareholders and other potential investors must recognize that actual results may differ materially from the expectations as a result of a variety of factors. Such forward-looking statements are based upon management's current expectations and include known and unknown risks, uncertainties, and other factors, many of which are hard to predict or control, that may cause the actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. The forward-looking information provided herein represents the Company's estimates as of the date of this press release, and subsequent events and developments may cause the Company's estimates to change. The Company specifically disclaims any obligation to update the forward-looking information in the future. Therefore, this forward-looking information should not be relied upon as representing the Company's estimates of its future financial performance as of any date subsequent to the date of this press release. A further list and description of risks and uncertainties can be found in the documents the Company has filed or furnished or may file or furnish with the U.S. Securities and Exchange Commission, which you are encouraged to read. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation. For investor and media enquiries, please contact: Company Contact: Ms. Fangfei Liu Chief Financial Officer, Baijiayun Group Ltd Phone: +86 25 8222 1596 Email: ir@baijiayun.com View original content: https://www.prnewswire.com/news-releases/baijiayun-announces-up-to-15-million-convertible-promissory-notes-and-50-million-standby-equity-purchase-agreement-302325234.html SOURCE Baijiayun Group Ltd
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Baijiayun Announces Up To $15 Million Convertible Promissory Notes And $50 Million Standby Equity Purchase AgreementEAGAN, Minn. (AP) — Minnesota Vikings linebacker Ivan Pace Jr. has been placed on injured reserve after hurting his hamstring Sunday in a 30-27 overtime victory over the Chicago Bears. The move announced Tuesday means that Pace must miss at least the Vikings next four games. The Vikings also activated outside linebacker Gabriel Murphy from injured reserve and signed linebacker Jamin Davis off the Green Bay Packers practice squad. Pace, 23, had started each of the Vikings nine games this season. The 2023 undrafted free agent from Cincinnati had 56 tackles — including six for loss — and three sacks. Murphy, 24, signed with the Vikings as an undrafted free agent this spring. He was placed on injured reserve Aug. 27. Davis had joined the Packers practice squad Oct. 29 after getting released by the Washington Commanders a week earlier. Washington selected him out of Kentucky with the 19th overall pick in the 2021 draft. The 25-year-old Davis has 282 tackles, seven sacks, one interception, two forced fumble recoveries and two forced fumbles in his NFL career. He led the Commanders with a career-high 104 tackles in 2022. The Vikings (9-2) host the Arizona Cardinals (6-5) on Sunday. ___ AP NFL: https://apnews.com/hub/NFLWanda Dench and Jamal Hinton became unlikely friends nearly a decade ago when she invited him to Thanksgiving dinner, thinking she was texting her grandson Jamal Hinton/Instagram;Airbnb and became unlikely friends nearly a decade ago when Dench mistakenly texted a then-teenage Hinton to invite him to dinner — and they've been celebrating together ever since! When Hinton, then 17, first inviting him to dinner, he thought it was “pretty funny, but kinda weird.” “The text said, ‘Thanksgiving at my house’ and it was from a grandma, but I was like, ‘When did my grandma learn to text!?’ ” Hinton told PEOPLE at the time. “So I asked her for a picture and it definitely was not my grandma.” Hinton explained that Dench's actual grandson had recently changed his contact info and Hinton "ended up getting his old number." But everything changed when he jokingly texted Dench, “Can I still get a plate tho?” “It was so unexpected, but she was just so sweet about it,” he said, adding, "It was a reminder that there are still some good people left in this world.” Here's a look back at how the pair have celebrated Thanksgiving together since that fateful accidental text. Related: Thanksgiving 2016: Year 1 Jamal Hinton/ Instagram Hinton told PEOPLE that once he got a real invite to Dench’s Thanksgiving dinner, he knew he was "definitely taking her up on her offer.” “She is a very sweet lady, she told me her husband was a veteran and she always invited his friends over for dinner, so she’s used to having a lot of people over,” the then-Desert Vista High School student added. “I just got a vibe from her that made me feel at home.” As for what he planned to bring to the table? That’s easy. “I’m bringing the pumpkin pie,” he said. (Well, more on that later.) Thanksgiving 2017: Year 2 Jamal Hinton/ Instagram Of course, what happened in 2016 was . In 2017, Hinton told PEOPLE that the pair had been “keeping in touch here and there,” including when he graduated high school. One thing that didn’t go according to plan last year though? Bringing the pumpkin pie (he told PEOPLE he actually forgot to pick one up. But for that year’s celebration, Hinton said he actually was bringing the staple desert as well as his girlfriend. "I guess you can say thanksgiving was one for the books," he captioned that year's photo. Thanksgiving 2018: Year 3 2018 marked the pair's third Thanksgiving celebration, and to mark the occasion, Hinton shared a series of photos of some of the they'd taken over the years. “2016, 2017......2018,” he captioned the sweet post. Thanksgiving 2019: Year 4 Jamal Hinton/ Instagram Hinton’s Thanksgiving update arrived “as promised” in 2019, as he shared a number of photos from celebrations past and present. Around the same time, Hinton also shared that he and his girlfriend still spent time with Dench and her husband when it wasn’t Thanksgiving. "Blessed to have such wonderful people in our lives," he . Thanksgiving 2020: Year 5 Jamal Hinton/ Instagram In 2020, the pair met up yet again, although there was one less person at the table: Dench's husband, Lonnie, who after a battle with . "This Thanksgiving, along with all the holidays coming up, aren't going to be the same as past ones but we will make the best of it," Hinton wrote in . "Rest In Peace to Lonnie and everyone else we lost this year we will miss you greatly. Thank you for being in our lives." Dench – who , but recovered – remembered her husband as having “the truest heart.” “He did so many acts of kindness that no one ever heard about,” she told after his death. “He was my hero. And I’m a better person because of him.” Thanksgiving 2021: Year 6 Jamal Hinton/X.com Ahead of their annual celebration in 2021, Hinton said they were “ ” to once again share good food and conversation. Sure enough, when the day rolled around, Hinton shared they were " .” Thanksgiving 2022: Year 7 Jamal Hinton/Instagram Just like usual, Hinton assured fans ahead of time that “yes Thanksgiving year 7 is planned out!” Ahead of the happy day, the friends appeared on the Today show, where Dench said that Hinton “"literally changed my life and my point of view on young generations about being open to friendships.” “Uou think you have nothing in common,” she added, but when you just sit and talk to them? Oh my gosh ... ." Thanksgiving 2023: Year 8 Jamal Hinton/X For 2023, the pair had something slightly different up their sleeves: this year, they were going to be the ones to . Thanks to a partnership with Airbnb, they were joined by a special guest, who booked a stay at Dench’s home in Prescott, Arizona, for $16 — a nod to 2016, the year Dench and Hinton spent their first Thanksgiving together. “I think it is perfect,” Hinton told PEOPLE at the time. “I mean, me personally, I love meeting new people and building new friendships.” As per usual, the friends celebrated with a selfie, which included their guest, identified as Arseni. "That’s a wrap on Thanksgiving year 8!” Hinton . “Thankful for the connections we made hosting our first @airbnb guest.” Thanksgiving 2024: Year 9 This marks the first year the friends have spent together since Dench revealed she had been . Hinton first shared the news of Dench’s diagnosis in a in October this year, in which the 67-year-old grandmother wrote that she was diagnosed earlier this year and has been undergoing chemotherapy. She wrote at the time that friends and family "quickly came to my aid and have supported me through everything" and that this scary part of her life has still taught her several important lessons. “Just because you may be older, we still have a lot of life to live,” wrote Dench, who shared the post during Breast Cancer Awareness month. She later added, “continue getting your check-ups, and continue to live YOUR life!” Despite her diagnosis, Dench confirmed that she and Hinton will still be getting together for Thanksgiving in November “as we have every year.” Jamal Hinton/X.com With the actual celebration still to come, Hinton announced on social media that this time around he was . "Looking forward to a day filled with good food, great company, and lasting memories," he added in a social media post. " ”
OWINGS MILLS, Md. (AP) — Fresh off one of its best showings of the season, the Baltimore defense now has another problem to worry about. Roquan Smith missed practice again Friday because of a hamstring injury. Although the Ravens didn't officially rule him or anyone else out — they don't play until Monday night — the All-Pro linebacker's status seems dicey. “Definitely it will be a challenge if Roquan can’t go,” defensive coordinator Zach Orr said. “We’re holding out hope and everything like that. I think it’ll just be by committee. Not one person is going to replace Roquan. Roquan’s an every-down linebacker.” Although the Ravens lost 18-16 last weekend, Baltimore didn't allow a touchdown. That was an encouraging sign for a team that ranks 26th in the league in total defense. Baltimore is on the road Monday against the Los Angeles Chargers. The Ravens appear to have dodged one potential nightmare. Star safety Kyle Hamilton injured an ankle against Cincinnati on Nov. 7, but he was able to play almost every defensive snap the following week against Pittsburgh. But Smith was injured in that game and didn't practice Thursday or Friday. Linebacker Malik Harrison had a season high in tackles last weekend and figures to have a significant role if Smith can't go. “We tell these guys, ‘You’re one play away to going in there — you never know, so you got to stay ready.’ Malik — he was ready,” Orr said. “I thought he went in there and did a good job, especially after the first series, he settled down. That’s what we expect from him.” It's hard to tell whether last week can be a significant turning point for Baltimore's defense. The Ravens allowed only 10 points in a dominant win over Buffalo in Week 4, then yielded 38 against Cincinnati the following game. After allowing 10 against Denver, the Ravens were picked apart by the Bengals again a few days later. So they still haven't shown they can play a good game defensively and then build on it. “I think it’s easier said than done. It’s something that we kind of got caught up saying against Buffalo and then coming up the next week and not doing," Hamilton said. "We’re aware of it now and know that we played a good game, but I think we can get a lot better, and I think that’s kind of the mindset everybody on defense has right now.” Hamilton's ability to make a difference all over the field is part of what makes him valuable, but positioning him deep is one way the Ravens can try to guard against big passing plays. Pittsburgh's Russell Wilson threw for only 205 yards against Baltimore. That's after Joe Burrow passed for 428 and four touchdowns in the Ravens' previous game. “I’ve always seen myself as a safety. A versatile one, but at the end of the day, I think I play safety,” Hamilton said. “If I’m asked to go play safety, I feel like that’s not an issue for me to play safety if I’m a safety.” NOTES: In addition to Smith, WR Rashod Bateman (knee), DT Travis Jones (ankle), S Sanoussi Kane (ankle) C Tyler Linderbaum (back) and CB Arthur Maulet (calf) missed practice Friday. WR Nelson Agholor (illness) returned to full participation after missing Thursday's practice. AP NFL: https://apnews.com/hub/NFL
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EAGAN, Minn. (AP) — Minnesota Vikings linebacker Ivan Pace Jr. has been placed on injured reserve after hurting his hamstring Sunday in a 30-27 overtime victory over the Chicago Bears. The move announced Tuesday means that Pace must miss at least the Vikings next four games. The Vikings also activated outside linebacker Gabriel Murphy from injured reserve and signed linebacker Jamin Davis off the Green Bay Packers practice squad. Pace, 23, had started each of the Vikings nine games this season. The 2023 undrafted free agent from Cincinnati had 56 tackles — including six for loss — and three sacks. Murphy, 24, signed with the Vikings as an undrafted free agent this spring. He was placed on injured reserve Aug. 27. Davis had joined the Packers practice squad Oct. 29 after getting released by the Washington Commanders a week earlier. Washington selected him out of Kentucky with the 19th overall pick in the 2021 draft. The 25-year-old Davis has 282 tackles, seven sacks, one interception, two forced fumble recoveries and two forced fumbles in his NFL career. He led the Commanders with a career-high 104 tackles in 2022. The Vikings (9-2) host the Arizona Cardinals (6-5) on Sunday. AP NFL: https://apnews.com/hub/NFLNavigating Technological Sovereignty in the Digital AgeMP's expenses 'incomplete'
COLUMBIA — A Hopkins couple have been arrested in the death of their 2-month-old son who investigators said was hospitalized with broken bones in October. The infant’s parents, Gladys Moreno and Nelson Rizo-Alvarez, were booked at the Richland County jail Dec. 20 on charges of homicide by child abuse. And they’re being held without the option to post bail, the county court clerk's office said. Moreno, 26, and Rizo-Alvarez, 29, were arrested a few months after their newborn child died at a local hospital on Oct. 28, the Richland County Sheriff’s Department said in a press release. The department said its investigation revealed that foul play was involved in the child’s death, and his injuries were because of “blunt force trauma.” Investigators said they also found that the state Department of Social Services had contact with Moreno when another child of hers was earlier hospitalized with broken bones. This fall, Moreno and Rizo-Alvarez had brought their newborn to the emergency room, saying the 2-month-old child had been suffering an upper respiratory infection and experienced a choking episode earlier in the day that caused him to go limp and turn blue, the sheriff’s department said in an incident report. It said initial hospital exams showed that the breaks to the child’s bones were “callused and healing over.” Because the report was redacted, it’s not clear how health care providers discovered these injuries. Moreno and Rizo-Alvarez apparently said they did not know how their baby got injured. But they said that, a week earlier, the infant’s car seat fell off a shopping cart while the child was still strapped in, according to the incident report. The couple told investigators the infant appeared to be all right, and they did not call 911. The incident involving Moreno’s other child fell under the jurisdiction of the West Columbia Police Department, the sheriff’s department. Details about this case were not immediately available. Besides Moreno and Rizo-Alvarez’s felony charges, they are also facing a hold order from the U.S. Immigration and Customs Enforcement, according to the court clerks. There is no schedule yet for their court appearance.