Kalytera Therapeutics, Inc. (TSX VENTURE: KLY and OTC: KALTF) (the “Company” or “Kalytera”) announces that it has received conditional approval from the TSX Venture Exchange (“TSXV”) and partial revocation orders from the British Columbia and Ontario Securities Commissions granted today (the “Order”) to commence its offering to raise up to approximately $485,000 in a non-brokered private placement of units (the “Private Placement”). The Private Placement is open to only accredited investors in Canada, and accredited investors in the United States.
Pricing of Units – Private Placement to Close July 22, 2020
The Company is offering up to approximately $485,000 of units at a price of $0.015 per unit in the Private Placement. The Private Placement will close on July 22, 2020.
On June 22, 2020, the British Columbia Securities Commission (the “BCSC”) issued a Failure-to-File Cease Trade Order against the Company (the “FFCTO”) due to the Company’s failure to file by the prescribed filing deadlines its annual financial statements for the year ending December 31, 2019, and the accompanying Management’s Discussion and Analysis and certifications, (the “Filings”). Please refer to the Company’s press release of June 30, 2020 for more details. The Company has been granted the Order to commence the Private Placement as an exception to the FFCTO. The Company is working with its auditors, Ernst & Young, to complete the Filings, and anticipates that final approval and posting of the Filings on www.sedar.com will be completed soon. Upon filing of the Filings, the Company will apply to have the FFCTO fully revoked. The Company expects that the FFCTO would be removed prior to the expiration of the customary hold period for private placement offerings that affect all issuers, in which case investors would not be subject to any hold periods beyond what is expected for all private placements.
Purpose of the Private Placement
The Company is raising funds in the Private Placement primarily for the purpose of paying audit and accounting fees that must be paid so that the Company can file its annual financial statements for the year ending December 31, 2019 and the accompanying Management’s Discussion and Analysis and related CEO and CFO certifications (collectively, the “Annual Filings”). Upon filing the Annual Filings, the Company will apply to have the FFCTO revoked, so that trading in the Company’s shares on the TSXV will resume.
Additional net proceeds of the Private Placement will be used for payment of legal fees, insurance premiums and other general and administrative expenses. The proceeds of the Private Placement will not be used for payments to any related parties of the Company.
Additional Terms of the Private Placement
The Company will issue no more than 32,304,800 units in the Private Placement, with each unit consisting of one common share and one-half of one common share purchase warrant in the capital of the Company. Each full common share purchase warrant will have an exercise price of $0.05, and a term of 24 months.
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 are not being 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.
All of the securities sold pursuant to the Private Placement, (including any common shares issuable upon exercise of the common share purchase warrants) will be subject to a four month and a day hold period which will expire four months and one day from the date of closing of the Private Placement.
Investor Information – firstname.lastname@example.org
Investors who are interested in participating in the Private Placement should contact the Company at: email@example.com.
Each investor will be required to complete a subscription agreement. Investors should indicate the amount of their intended investment in either Canadian or U.S. dollars, as well as the email address at which the Company should contact them to provide further details regarding the Private Placement and relevant transaction documentation. Interested investors should consult with their financial and legal advisors with respect of the Private Placement.
Salzman Group Acquisition
The Company previously announced that it has entered into a binding Letter of Intent to acquire Salzman Group. In connection with the acquisition of Salzman Group, the Company anticipates that it will announce the following matters shortly after the Company’s shares resume trading:
- Initiation of a contemplated $1.5M private placement or debt financing to provide 6-months working capital, which is a TSXV requirement for close of Salzman Group acquisition
- Scheduling of a special meeting of shareholders to approve the acquisition of Salzman Group
The Company confirms that there is no other material information concerning the affairs of the Company that has not been previously generally disclosed.
Kalytera Therapeutics, Inc. (“Kalytera”) is committed to developing new treatments for a variety of diseases and disorders, by discovering, developing, manufacturing and delivering innovative human therapeutics. Kalytera focuses on areas of unmet medical need, and leverages its expertise to find solutions that will improve health outcomes and dramatically improve people’s lives.
President and CEO
Phone: (888) 861-2008
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.
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 in respect of its product candidate pipeline, planned clinical trials, regulatory approval prospects, intellectual property objectives and other statements containing the words “believes”, “anticipates”, “plans”, “intends”, “will”, “should”, “expects”, “continue”, “estimate”, “forecasts” and other similar expressions. In particular, this press release contains such forward-looking information regarding the acquisition of Salzman Group, related or proposed research and development activities of Kalytera, the Private Placement, the possibility of getting a full revocation of the FFCTO or its timing to avoid any effects on the hold period of securities issued to any investors of the Private Placement, and each of the foregoing’s possible effects on the business and operations of Kalytera. 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 depending on, among other things, the risk that: future clinical studies may not proceed as expected or may produce unfavorable; acquisition of Salzman Group might not be completed (including the Company not receiving final acceptance for its completion) or completed on terms currently disclosed; the Private Placement might not complete or complete as currently planned, and any funds that may be raised under it may be insufficient to carry out the activities for which they are intended for or any other activity; and even if the Private Placement fully completes as planned the proposed activities for which they are intended for and any other activity of the Company might not be completed as currently planned due to economic, business and other factors, some of which are beyond the control of the Company. 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. With respect of Kalytera’s press release of May 19, 2020, readers should read the disclaimers and other cautionary information in that news release. The forward-looking information contained in this press release is expressly qualified by this cautionary statement and is 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.