Technology
Notice to extraordinary general meeting in Scibase Holding AB (publ)
Published
2 weeks agoon
By
STOCKHOLM, Nov. 12, 2024 /PRNewswire/ — Shareholders of SciBase Holding AB (publ), reg. no. 556773-4768 (the “Company”), are hereby summoned to an extraordinary general meeting to be held on 13 December 2024 at 10.00 CET at Advokatfirman Schjødt, Hamngatan 27, in Stockholm. The registration to the meeting will open at 9.30 CET.
Right to participate and notice of participation
A shareholder who wishes to participate at the extraordinary general meeting must:
(i)
be recorded in the share register maintained by Euroclear Sweden AB on 5 December 2024, and
(ii)
notify the Company of its intention to participate by post to Advokatfirman Schjødt, att: William Hellsten, Box 715, 101 33 Stockholm, or by e-mail to william.hellsten@schjodt.com, no later than on 9 December 2024. Notification shall include full name, personal identification number or corporate registration number, address, telephone number, shareholding and, if appropriate, information about assistants (no more than two).
Nominee-registered shares
Shareholders whose shares are held in the name of a nominee must, in order to be able to participate at the general meeting and exercise their voting right, temporarily re-register the shares in their own name in the share register maintained by Euroclear Sweden AB (so-called voting right registration). When preparing the share register for the general meeting per the record date, 5 December 2024, voting right registrations completed by the nominee no later than on 9 December 2024 will be considered. This means that the shareholders must request that the nominee completes such voting right registration well in advance of 9 December 2024.
Participation by proxy
Shareholders represented by proxy must issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the legal entity’s certificate of registration, showing who has authority to issue the power of attorney, must be enclosed. The original version of the power of attorney and, if applicable, the certificate of registration, should well in advance of the general meeting, be sent by post to Advokatfirman Schjødt, att: William Hellsten, Box 715, 101 33 Stockholm, or by e-mail to william.hellsten@schjodt.com. The power of attorney must not be older than one year unless a longer validity term (however no longer than five years) is specifically stated in the power of attorney. A proxy form is available on the Company’s website, https://scibase.com/.
Proposed agenda
Opening of the meetingElection of chairman of the meetingPreparation and approval of the voting listApproval of the agendaElection of one or two persons who shall approve the minutes of the meetingDetermination of whether the meeting has been duly convenedResolution to amend the articles of association in order to enable the issues of units under items 8 and 9Resolution to approve of the board of directors’ resolution on a rights issue of unitsResolution to approve of the board of directors’ resolution on a directed issue of unitsClosing of the meeting
PROPOSALS FOR RESOLUTION
Item 7 – Resolution to amend the articles of association in order to enable the issues under items 8 and 9
To enable the registration of the resolution on the issues of units under items 8 and 9 below, the board of directors proposes that the general meeting resolves that the limits to the share capital in § 4 and the number of shares in § 5 of the articles of association are amended.
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorised to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.
A resolution in accordance with this item 7 is conditional upon that the meeting also resolves in accordance with items 8 and 9. A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the extraordinary general meeting.
The board of directors proposes that the extraordinary general meeting resolves on the following amendments to sections 4-5 of the articles of association.
Proposed wording section 4:
The share capital shall amount to not less than SEK 16,440,000 and not more than SEK 65,760,000.
Proposed wording section 5:
The number of shares shall not be less than 328,800,000 and not more than 1,315,200,000.
Item 8 – Resolution to approve of the board of directors’ resolution on a rights issue of units
The board of directors proposes that the general meeting resolves to approve the board of directors’ resolution, taken on 12 November 2024, on a new issue of a maximum of 131,723,040 shares, entailing a maximum increase of the share capital of SEK 6,586,152, and a new issue of a maximum of 131,723,040 warrants of series TO 3 entitling to subscription of 131,723,040 shares in the Company, whereby the share capital may increase by an additional maximum of SEK 6,586,152 if all issued warrants of series TO 3 are exercised. In total, the share capital can increase by a maximum of SEK 13,172,304.
The issues shall be treated as one resolution and be carried out through the issuance of so-called units. One (1) unit consists of three (3) new shares and three (3) warrants of series TO 3.
Otherwise, the following conditions shall apply.
The right to subscribe for units shall, in accordance with the shareholders’ preferential rights, vest with those who are registered as shareholders in the Company on 20 December 2024 (the “Record Date”). Each shareholder receives one (1) unit right for each share held. Five (5) unit rights entitle to subscription of one (1) unit. The subscription price for each unit is SEK 1.35, corresponding to a subscription price of SEK 0.45 per share. The amount that exceeds the share’s quota value shall be transferred to the unrestricted premium reserve. Warrants of series TO 3 are issued free of charge.Subscription for units, with preferential rights, is made with the support of unit rights. The right to receive unit rights to subscribe for units with preferential rights, shall vest with persons registered as shareholders with Euroclear Sweden AB as of the Record Date.Subscription of units with the support of unit rights must be made by simultaneous cash payment during the period from and including 27 December 2024 until and including 13 January 2025. The board of directors has the right to extend the subscription and payment period.Subscription of units without the support of unit rights must be made on a special subscription list during the period from and including 27 December 2024 until and including 13 January 2025. Payment for units that are subscribed for without the support of unit rights must be paid in cash in accordance with the instructions on the transaction note no later than the third banking day after notification of allocation is sent to the subscriber through transaction note. The board of directors has the right to extend the subscription period and payment period.One (1) warrant of series TO 3 gives the holder the right to subscribe for one (1) new share in the Company against a cash payment amounting to 80 percent of the volume-weighted average price of the Company’s share on Nasdaq First North Growth Market during the measurement period from and including 10 November 2025 until and including 21 November 2025, however, not less than SEK 0.45 and not more than SEK 0.75 per share. The amount that exceeds the quota value of the share shall be transferred to the unrestricted premium reserve. Warrants of series TO 3 may be exercised during the period from and including 24 November 2025 until and including 5 December 2025.The new shares issued in the rights issue shall carry a right to dividends commencing on the first record date that occurs after the registration of the shares with the Swedish Companies Registration Office and the entry of the shares in the share register kept by Euroclear Sweden AB. Shares issued as a result of exercise of warrants of series TO 3 shall carry a right to dividends commencing on the first record date that occurs after the interim registration of the shares in the share register kept by Euroclear Sweden AB.The full terms and conditions for the warrants of series TO 3 are available on the Company’s website, https://scibase.com/.In the event all units in the rights issue are not subscribed for with the support of unit rights, the board of directors shall, within the maximum amount of the rights issue, resolve on the allotment of units subscribed for without the support of unit rights. In case of over-subscription, allotment shall be made in according to the following principles:
i. Firstly, allocation shall be made to those who subscribed for units with the support of unit rights, regardless of whether the subscriber was a shareholder on the record date or not, and, in case of oversubscription, in relation to the number of unit rights that each party has exercised for the subscription of units, and, if this is not possible, by drawing lots.
ii. Secondly, allocation shall be made to other subscribers who subscribed to Units without the support of unit rights, and, in case of oversubscription, in relation to the subscribed amount, and, if this is not possible, by drawing lots.
iii. Thirdly, allocation of any remaining Units shall be made to guarantors in accordance with signed guarantee commitments. In the event that allotment cannot be made in full, allotment shall be made in proportion to the amount guaranteed by each guarantor and, if this is not possible, by drawing lots.
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorized to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.
A resolution in accordance with this item 8 is conditional on that the general meeting also resolves in accordance with items 7 and 9.
Item 9 – Resolution to approve of the board of directors’ resolution on a directed issue of units
The board of directors proposes that the general meeting resolves to approve the board of directors’ resolution, taken on 12 November 2024, on a new issue of a maximum of 50,008,872 shares, entailing a maximum increase of the share capital of SEK 2,500,443.60, and a new issue of a maximum of 50,008,872 warrants of series TO 3 entitling subscription of 50,008,872 shares in the Company, whereby the share capital may increase by an additional maximum of SEK 2,500,443.60 if all issued warrants of series TO 3 are exercised. In total, the share capital may increase by a maximum of SEK 5,000,887.20.
The issues shall be treated as one resolution and be carried out through the issuance of so-called units. One (1) unit consists of three (3) new shares and three (3) warrants of series TO 3.
Otherwise, the following conditions shall apply.
The right to subscribe for units shall, with deviation from the shareholders’ preferential rights, vest with Maria Anderkvist, Praktikerinvest AB, Victor Anderkvist, Haga Gruppen Holding AB, Kåre Gilstring, Ulf Andersson, Johan Gyllenswärd AB, Sven Holmgren, Max Leitgeb, Opthron Förvaltning Aktiebolag, Klimage AB, MLJK Konsult AB and Irene Kotschy. Oversubscription may not occur. The Company’s board of directors has made an overall evaluation and carefully considered raising the necessary capital only through a rights issue, but has made the assessment that, for several reasons, it is more favorable for the Company and the shareholders to partially raise capital in the capital raising through a directed issue. Among other things, the directed issue reduces the need for guarantee commitments in the rights issue and thus also the fee to guarantors. The directed issue also contributes to strengthening the shareholder base in the Company with professional investors, which is considered positive in a long-term perspective. Since the subscription price in the directed issue was determined by the board of directors based on arms-length discussions with investors at a price corresponding to the closing price of the Company’s share on Nasdaq First North Growth Market on 11 November 2024, it is the board of directors’ assessment that the subscription price in the directed issue therefore reflects current market conditions and demand. Conclusively, the directed issue is deemed to be in the interest of the Company and all shareholders.The subscription price for each unit is SEK 1.35, corresponding to a subscription price of SEK 0.45 per share. The amount that exceeds the share’s quota value shall be transferred to the unrestricted premium reserve. Warrants of series TO 3 are issued free of charge. The subscription price has been determined based on an assessment of the current market situation, the historical development of the business and the Company’s business prospects.Subscription and payment of units shall be made no later than on 20 December 2024. The board of directors shall have the right to extend the time for subscription and payment.One (1) warrant of series TO 3 gives the holder the right to subscribe for one (1) new share in the Company against a cash payment amounting to 80 percent of the volume-weighted average price of the Company’s share on Nasdaq First North Growth Market during the measurement period from and including 10 November 2025 until and including 21 November 2025, however, not less than SEK 0.45 and not more than SEK 0.75 per share. The amount that exceeds the quota value of the share shall be transferred to the unrestricted premium reserve. Warrants of series TO 3 may be exercised during the period from and including 24 November 2025 until and including 5 December 2025.The full terms and conditions for the warrants of series TO 3 are available on the Company’s website, https://scibase.com/.The new shares issued in the directed issue shall carry a right to dividends commencing on the first record date that occurs after the registration of the shares with the Swedish Companies Registration Office and the entry of the shares in the share register kept by Euroclear Sweden AB. Shares issued as a result of exercise of warrants of series TO 3 shall carry a right to dividends commencing on the first record date that occurs after the interim registration of the shares in the share register kept by Euroclear Sweden AB.
The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorized to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.
A resolution in accordance with this item 9 is conditional upon that the meeting also resolves in accordance with items 7 and 8. A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the extraordinary general meeting.
Documentation etc.
The board of directors’ proposals and related documents will be available at the Company’s office and on the Company’s website, www.scibase.se, no later than two weeks prior to the general meeting and will be sent free of charge to shareholders who so request and provide their postal address.
This notice is a translation of a Swedish notice and in case of any deviations between the language versions, the Swedish version shall prevail.
Shareholders’ right to request information
Shareholders are reminded of their right to request information from the board of directors and managing director in accordance with Chapter 7 Section 32 of the Swedish Companies Act.
Use of personal data
For information regarding the processing of your personal data, please see the integrity policy that is available at Euroclear Sweden AB’s website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
_______________
Stockholm in November 2024
SciBase Holding AB (publ)
The board of directors
For additional information, please contact:
Pia Renaudin, CEO, tel. +46732069802, e-mail: pia.renaudin@scibase.com
Certified Advisor (CA):
Carnegie Investment Bank AB (publ)
Phone: +46 (0)73 856 42 65
E-mail: certifiedadviser@carnegie.se
About SciBase
SciBase is a global medical technology company, specializing in early detection and prevention in dermatology. SciBase develops and commercializes Nevisense, a unique point-of-care platform that combines AI (artificial intelligence) and advanced EIS technology to enhance diagnostic accuracy, ensuring proactive skin health management.
Our commitment is to minimize patient suffering, allowing clinicians to improve and save lives through timely detection and intervention and reduce healthcare costs.
Built on more than 20 years of research at Karolinska Institute in Stockholm, Sweden, SciBase is a leader in dermatological advancements.
This information was brought to you by Cision http://news.cision.com
The following files are available for download:
https://mb.cision.com/Main/12371/4065376/3109751.pdf
Notice to EGM (Eng) – (Final)
View original content:https://www.prnewswire.co.uk/news-releases/notice-to-extraordinary-general-meeting-in-scibase-holding-ab-publ-302303280.html
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Neopets Turns 25: A Virtual World that Shaped Generations
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Childhood Dreams Become Reality as Gaming Icon Comes to Life
LOS ANGELES, Nov. 25, 2024 /PRNewswire/ — Neopets, the virtual universe that defined countless millennial childhoods, is breaking through screens and into reality as it celebrates its 25th anniversary! Fans are invited to dive back into the magical world of Neopia like never before. In honor of 25 years of shared joy, Neopets is launching a vibrant lineup of real-world events, pop-up gatherings, and tasty collaborations, sparking what fans are calling “The Neopian Renaissance.” These festivities offer a unique opportunity for devoted fans – who have kept the spirit of Neopia alive for a quarter-century – to connect face-to-face. It’s an open invitation for both old longtime players and new friends to unite and create new memories together.
(Download Full Media Pack & Detailed List of the Cities Here)
Dominic Law, CEO of Neopets, shared his thoughts on this milestone: “As Neopets marks its 25th anniversary, I can’t help but marvel at my own journey. Once, I was just another kid trading items and staying up late for quests, using Neopets to keep bonds alive with friends across oceans as I moved from Canada to Hong Kong. Today, I’m living a childhood dream, stewarding the very world that shaped my youth. This milestone celebrates more than just a game – it honors millions of friendships forged in Neopia, countless adventures shared, and a community that has made this virtual world feel like home. As we look to the next 25 years, I’m grateful to our passionate fans and partners who keep the magic of Neopets alive.
Virtual to Reality: Neopets Transforms 25-years of Digital Friendships
With fans spread across the globe; we are thrilled to support offline events throughout November. The love and enthusiasm from our community have been truly overwhelming, with close to 300 dedicated fans applying to host gatherings around the globe. These local celebrations have brought Neopets’ magic off the computer and into the real-world, creating a unique opportunity for fans to meet in person, many for the first time ever, bonding over the special place Neopets has in their heart. It’s heartwarming to see people who grew up exploring Neopia together reconnect, reliving cherished childhood memories while making new ones with their lifelong virtual companions. Participants bonded over cosplay contests, trivia challenges, and gaming sessions, crafting unforgettable experiences that elevated shared nostalgia to a whole new level.
These gatherings have become more than just meetups; they’re a phenomenon transcending online friendships from screens to long-lasting connections. They also stand as a testament to the enduring power of Neopets as a virtual companion in people’s lives for 25 years. With over 5,000 attendees across 40 cities, the response has been nothing short of extraordinary, bringing fans together to share stories and unforgettable memories. We have heard many incredibly heartwarming stories, but one that has stood out to us the most have been from our San Jose event host and Community Ambassador, Kay. She shared that Neopets has always been more than just a game; it’s a community that feels like family. Her daily interactions with her guildmates in Omneo have brought laughter, support, and friendships. “They make me laugh, they support me, they are lifelong friends. Many of them I’ve met in real life, but I leapt at the opportunity to get to know my Neopian neighbors better”. This event was also a touching tribute to a family tradition that began when her little sister introduced her to Neopets in 2000, “I’ve been making neofriends ever since”.
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From Pixels to Plates: Neopets Takes Over Fan-Favorite F&B brands
For fans who missed out on in-person events, or those craving even more ways to celebrate, Neopets has teamed up with some of the most popular food, and beverage spots to add a dash of Neopia to daily life. Get ready to set Instagram feeds ablaze with cult-favorite food spots to create photo-worthy experiences that are already generating waitlists:
Tsun Scoops (November 17 – December 14) in Garden Grove, CA, will serve limited-edition ice cream flavors inspired by Neopia, alongside Neopets-branded cups, spoons, and collectible merchandise.Yifang Taiwan Fruit Tea (November 25 – December 25) will transform nine California locations into Neopian outposts with themed drinksand exclusive cup sleeves, featuring characters like Kacheek and Aisha.It’s Boba Time (May 2025) in 100 locations across the US will feature Neopets-themed décor and giveaways, making every visit a mini Neopian party with collectible pins and stickers.
These partnerships are designed to be more than a simple treat; they’re a chance for fans to live in the world of Neopets in a whole new way and make every sip, spoonful, or visit a small, delightful toast to the game.
As Neopets celebrates 25 years, this milestone year shows how much love the community has for the brand, and it’s just the beginning. From local fan-led events and global conventions to delicious treats, Neopets is building on its iconic IP to bring the Neopian experience into everyday life. With a renewed focus on being the ultimate virtual companion and a source of joy and nostalgia, Neopets is here to stay, ready to grow and inspire the next generation of fans for years to come.
About Neopets
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Technology
Plus Power Battery Storage Project Wins Public Service Company of New Mexico Award
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THE WOODLANDS, Texas, Nov. 25, 2024 /PRNewswire/ — Today, Plus Power announced that its 150 MW / 600 MWh Corazon Energy Storage project was awarded a 20-year contract by Public Service Company of New Mexico (PNM), subject to regulatory approvals, in response to the utility’s 2026-2028 Generation Resources Request for Proposals. The RFP was issued in 2022 and sought projects that will help serve growing energy demand in New Mexico as it transitions to zero-carbon energy by 2045. PNM filed with the New Mexico Public Regulation Commission for approval of the project on Nov. 22, 2024.
If approved, Corazon Energy Storage, located in Albuquerque, will begin construction in 2026, with an anticipated commercial operation date in late 2027. The facility will enhance grid reliability by storing excess energy and injecting it back into the grid during peak hours in the evening, weather events, and unexpected demand. Plus Power and PNM signed a tolling agreement, by which Plus Power retains ownership of the facility while PNM can charge and dispatch energy according to its needs.
Corazon Energy Storage will help integrate New Mexico wind and solar energy. PNM, the largest utility in New Mexico, has identified battery energy storage as a key component in its plan to make its electric generation 100-percent carbon-free by 2040, five years ahead of the state’s goal. Corazon will interconnect to the grid at Pajarito Substation, which is located centrally to PNM’s system, to store and dispatch energy from renewable resources.
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“We are excited to support PNM customers’ energy demand needs while it works to transition to clean, affordable energy. Our project will help to ensure the reliability and sustainability of New Mexico’s electricity system,” said Brandon Keefe, executive chairman and CEO of Plus Power. “We look forward to a long partnership with PNM and the surrounding community.”
With Corazon Energy Storage, Plus Power is expanding its presence in the Southwest and entering its sixth state market. An industry-leading developer, owner, and operator of standalone battery energy storage assets, the company’s portfolio includes 10 GW of projects in 28 states and Canada. It owns seven operating facilities located in Arizona, Texas, and Hawaii, and two facilities under construction in Maine and Massachusetts, that total 1,650 MW / 4,150 MWh.
Plus Power’s 185 MW / 565 MWh Kapolei Energy Storage facility on Oahu, Hawaii is the most advanced grid-scale battery energy storage system in the world and is helping Hawaiian Electric replace the capacity of a retired coal power plant less than a mile away. Its 250 MW / 1,000 MWh Sierra Estrella Energy Storage facility, located in Avondale, AZ, is currently the largest standalone battery in Arizona and its Rodeo Ranch Energy Storage facility, sized up to 300 MW / 600 MWh, is the largest standalone battery in ERCOT.
About Plus Power
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Contact:
Polly Shaw
pshaw@pluspower.com
+1-415-577-5763
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SAN FRANCISCO, Nov. 25, 2024 /PRNewswire/ — LF Networking, the facilitator of collaboration and operational excellence across open source networking projects, announced the next Open Networking & Edge Summit event will take place March 31 in London ahead of KubeCon + CloudNativeCon Europe. The event will be followed by a half-day “Cloud Native Telco Day” event officially co-located with KubeCon + CloudNativeCon. Attendees are encouraged to attend both events at the same venue over two days to get the full experience.
The Open Networking & Edge Summit has been a pivotal event for the open networking and edge industry, bringing together leaders, innovators, and stakeholders from across the globe to drive advancements in open networking and edge computing. Since its inception over 10 years ago, the summit has served as a premier platform to discuss, develop, and showcase transformative technologies that define the future of connectivity and infrastructure. Discussion topics range across the stack, including: Domain-specific AI, LLMs, Edge/IoT, Open RAN, Enhanced Connectivity / Access, Enterprise and Multi-Cloud Networking, 5G/6G, Security, and more.
“Hosting Open Networking & Edge Summit alongside KubeCon + CloudNativeCon creates an unparalleled opportunity for collaboration across the open source ecosystem,” said Arpit Joshipura, general manager, Networking, Edge and IoT at the Linux Foundation. “Bringing together the vibrant open networking community under the same roof as the cloud native community will empower attendees to extend their knowledge and maximize their time while also shaping the next wave of innovation.”
Each year, the Open Networking & Edge Summit continues to be a catalyst for technological innovation and industry growth, shaping the path forward in a rapidly evolving digital landscape. Through collaborative sessions, keynote speeches, and hands-on demonstrations, the summit empowers the ecosystem to address key challenges, exchange insights, and accelerate the adoption of open source solutions. This event has been instrumental in fostering a community dedicated to advancing cloud-native networking, edge computing, and IoT, with a focus on real-world applications that enhance performance, reduce costs, and create a more interconnected world.
Registration & CFPs
Registration for Open Networking & Edge Summit will open. Registration for Cloud Native Telco Day is a free add-on to KubeCon + CloudNativeCon registration and includes access to the full event beyond Cloud Native Telco Day. Registration for KubeCon + CloudNativeCon EU is not yet open, but details will be available here shortly.
Open Networking and Edge Summit will be a curated event and agenda details will be available in 2025; meanwhile, the Call for Proposals (CFP) for Cloud Native Telco Day is now open through December 4, 2024. Developers, architects, engineers and others are encouraged to submit technical topics to be considered for the half-day event.
Sponsorship
Open Networking & Edge Summit is made possible thanks to our generous sponsors. For information on becoming an event sponsor, view the sponsorship prospectus, or email the team for more information.
Sponsorships for Cloud Native Telco Day are available through the CNCF sponsorship team; learn more here.
About the Linux Foundation
The Linux Foundation is the world’s leading home for collaboration on open source software, hardware, standards, and data. Linux Foundation projects are critical to the world’s infrastructure including Linux, Kubernetes, Node.js, ONAP, OpenChain, OpenSSF, PyTorch, RISC-V, SPDX, Zephyr, and more. The Linux Foundation focuses on leveraging best practices and addressing the needs of contributors, users, and solution providers to create sustainable models for open collaboration. For more information, please visit us at linuxfoundation.org.
The Linux Foundation has registered trademarks and uses trademarks. For a list of trademarks of The Linux Foundation, please see our trademark usage page: https://www.linuxfoundation.org/trademark-usage. Linux is a registered trademark of Linus Torvalds.
Media Contact
Jill Lovato
The Linux Foundation
jlovato@linuxfoundaiton.org
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