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Kalytera Therapeutics, Inc. (TSX Venture: KALY) (OTCQB:KALTF) (the “Company” or “Kalytera”) is pleased to announce the closing of its previously announced brokered private placement offering (the “Offering”) of CDN$5,750,000 aggregate principal amount of convertible debenture units at a price of CDN$1,000 per convertible debenture unit, which includes the full exercise by the Echelon Wealth Partners Inc. (“Echelon”) of its option to sell an additional 750 convertible debenture units. Echelon acted as agent for and on behalf of the Company in connection with the Offering. The net proceeds of the Offering will be used by the Company to advance its Phase 2 clinical program evaluating the use of cannibidiol in the prevention of graft versus host disease, as well as for general corporate purposes. Completion of the Company’s Phase 2 program will be required by the FDA prior to the initiation of a pivotal Phase 3 study. The Company anticipates that the Phase 2 program will be completed during the second half of 2018, following which the Company will initiate the Phase 3 study as quickly as possible.
All securities issued in connection with the Offering are subject to a hold period expiring on April 21, 2018 in accordance with applicable Canadian securities laws.
Pursuant to the Offering, the Company issued a total of CDN$5,750,000 of 9.0% senior secured convertible debentures (the “Convertible Debentures”) and 22,114,500 common share purchase warrants (the “Warrants”). The Debentures are convertible at the option of the holder into common shares of the Company (the “Common Shares”) at any time prior to the close of business on December 20, 2019 (the “Maturity Date”) at a conversion price of CDN$0.13 per Common Share (the “Conversion Price”). Beginning on April 21, 2018, the Company may force the conversion of all of the principal amount of the then outstanding Convertible Debentures at the Conversion Price on 30 days prior written notice should the daily volume weighted average trading price of the Common Shares be greater than CDN$0.75 for any 10 consecutive trading days.
Each Warrant will be exercisable to acquire one Common Share (a “Warrant Share”) at an exercise price of CDN$0.13 per Warrant Share until December 20, 2019, subject to customary adjustments in certain events and provided that if at any time following April 21, 2018 the daily volume weighted average trading price of the Common Shares equals or exceeds CDN$1.00 for any 10 consecutive trading days, the Company may, on prior written notice, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such notice. Any unexercised Warrants shall thereafter automatically expire.
The Convertible Debentures and the Warrants comprising the convertible debenture units and any Common Shares issuable upon conversion or exercise thereof, as applicable, are subject to a statutory hold period until April 21, 2018.
“We are delighted to announce the closing of this offering with Echelon and we look forward to advancing Kalytera’s program in using cannabidiol in the prevention of graft versus host disease,” said Robert Farrell, Kalytera’s Chief Executive Officer.
On closing of the Offering, Echelon was paid a commission comprised of a cash fee in the amount of CDN$460,000 and was issued an aggregate of 3,538,462 agent warrants. Each agent warrant is exercisable for Common Shares at a price of CDN$0.13 until December 20, 2019. Echelon also received a work fee of CDN$50,000.
The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and were not offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Kalytera Therapeutics, Inc. (“Kalytera”) is pioneering the development of a next generation of cannabinoid therapeutics. Through its proven leadership, drug development expertise, and intellectual property portfolio, Kalytera seeks to establish a leading position in the development of novel cannabinoid medicines for a range of important unmet medical needs.
Kalytera is focused first on developing a new class of proprietary cannabidiol (“CBD”) therapeutics. CBD is a versatile compound that has shown activity against a number of pharmacological targets. However, there are limitations associated with natural CBD, including its poor oral bioavailability. Kalytera is developing innovative CBD formulations and prodrugs in an effort to overcome these limitations, and to target specific disease sites within the body. Kalytera intends to file composition of matter and method of use patents covering its novel inventions, with the goal of limiting future competition.
Neither the 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.
This press release may contain certain forward-looking information and statements (“forward-looking information”) within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including without limitation statements relating to the completion of the Offering and associated transactions and statements containing the words “believes”, “anticipates”, “plans”, “intends”, “will”, “should”, “expects”, “continue”, “estimate”, “forecasts” and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements (including failure to obtain the required approvals or clearances from regulatory authorities) Kalytera undertakes no obligation to comment on analyses, expectations or statements made by third-parties, its securities, or financial or operating results (as applicable). Although Kalytera believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond Kalytera’s control. The forward-looking information contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. Kalytera disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward looking information, whether as a result of new information, future events or otherwise.