Kalytera Therapeutics, Inc. (TSX VENTURE:KALY) (OTCQB:KALTF) (the “Company” or “Kalytera”) today announced that it has entered into an agreement reached with The Salzman Group of Israel (the “Agreement”) under which Kalytera, at its option, may pay invoices for certain services provided to the Company by The Salzman Group in common shares of the Company (“Common Shares”). This agreement is in addition to the Services Agreement entered into with The Salzman Group in December 2017, which also allows Kalytera to pay invoices for certain services in Common Shares.
Under various agreements and work orders, The Salzman Group is providing clinical study management services and other services to the Company. These services include, among other things, general and administrative support services, study set-up work for planned studies in connection with use of cannabidiol (“CBD”) in treatment of graft versus host disease (“GVHD”), design and management of a planned Phase 3 pivotal registration study in treatment of GVHD, and research and development work in connection with Kalytera’s exclusive license of cannabidiol-naproxen conjugates for treatment of pain. Under the Agreement, which remains subject to TSX Venture Exchange approval, Kalytera will have the option to make payment of invoices for these services in either cash or Common Shares, in accordance with applicable securities laws and TSXV policies. The Agreement has a six month term, and allows Kalytera to pay for services in shares in an amount of up to approximately US$3,400,000 during that time period if it elects to do so, in addition to the shares to be issued in repayment of debts owning to The Salzman Group and its affiliates as described below. If Kalytera chooses to pay any such invoices through the issuance of Common Shares, the number of Common Shares that will be issued will be based on a ten percent (10%) discount from the closing price of Kalytera’s Common Shares on the TSXV on the trading day prior to the day that Kalytera gives notice to The Salzman Group that it intends to pay the invoice in Common Shares. The Salzman Group will establish an irrevocable selling agreement with its broker to sell such shares on each of the five trading days following deposit of such shares in its brokerage account.
In connection with the Agreement, the Company will complete a settlement of certain debts previously owing through the issuance of Common Shares to The Salzman Group. The total of such debts owing to The Salzman Group and its affiliates is USD$1,026,182 (or CDN $1,339,372.75 based on the daily average exchange rate for June 14, 2018 published by the Bank of Canada). Subject to the approval of the TSX Venture Exchange, these debts will be extinguished through the issuance of 9,019,346 Common Shares to The Salzman Group. The number of Common Shares issued was based on a deemed issue price of CDN$0.1485 per Common Share, being 90% of the closing price of the Common Shares on the TSXV on the trading day prior to the Company’s announcement of the Agreement.
Kalytera Therapeutics, Inc. is pioneering the development of CBD therapeutics. Through its proven leadership, drug development expertise, and intellectual property portfolio, Kalytera seeks to establish a leading position in the development of CBD medicines for a range of important unmet medical needs, with an initial focus on GVHD and treatment of acute and chronic pain.
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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. 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 unfavourable results. 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 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.