Press Release

Kalytera Provides Additional Detail Regarding Terms of Stero Biotechs, Ltd. Acquisition

By March 18, 2020 No Comments

Kalytera Therapeutics, Inc. (TSX VENTURE: KLY and OTCQB: KALTF) (the “Company” or “Kalytera”) today provided additional details regarding the terms of its planned acquisition of Stero Biotechs, Ltd. (“Stero”). Stero is a privately held Israeli company that is developing cannabidiol (“CBD”) for co-administration with steroids, so that the effective dosages of steroids can be significantly reduced, thereby potentially avoiding or reducing the many safety issues relating to steroid administration. Stero currently has two ongoing Phase 2a clinical studies evaluating CBD in steroid sparing, and has data from earlier clinical studies demonstrating that co-administration of CBD with steroids may significantly reduce the need for steroid treatment, with the potential to reduce steroid dosing by as much as 80%.

Transaction Terms

As previously disclosed, Kalytera will purchase all shares of Stero for a purchase price of USD $30 million (the “Acquisition Price”), with USD $15 million to be paid in Kalytera common shares at closing; USD $10 million to be paid in Kalytera common shares upon completion of either of Stero’s ongoing Phase 2a clinical studies evaluating CBD for steroid sparing in Crohn’s disease and in Chronic Urticaria, or upon completion of any other Phase 2 clinical study evaluating CBD for steroid sparing in any other indication; and USD $5 million to be paid in Kalytera common shares upon commencement of any new Phase 2a clinical study evaluating CBD for steroid sparing in any other indication.

The acquisition of Stero is subject to certain conditions and the receipt of all required regulatory and third party approvals, including the approval of the TSX Venture Exchange. Additional closing conditions include shareholder approvals of the transaction by both the shareholders of Kalytera and Stero; Kalytera shareholder approval of a share consolidation; and closing of a USD $10 million private placement financing (the (“Private Placement”). TSX Venture Exchange regulations do not permit the Company to issue shares below a price of CDN $0.05 per share, thus it is necessary for the Company to complete the share consolidation so that the Company’s share price will be well above the CDN $0.05 threshold.

Shares to be Issued to Stero Shareholders at Premium

The Acquisition Price will be paid through issuance of Kalytera common shares to the shareholders of Stero. At closing of the acquisition, the shareholders of Stero will receive an initial payment of USD $15M of Kalytera shares, which will be equal to approximately 37.5% of Kalytera’s outstanding shares. The number of such common shares to be issued to the shareholders of Stero will be based on a CDN $0.04 share price per for Kalytera’s common shares (as will be proportionally adjusted due to the share consolidation). The CDN $0.04 price represents a premium of approximately 266% over the most recent closing price of Kalytera’s shares on the TSXV exchange

About Stero Biotechs Ltd.

Stero Biotechs aims to address unmet medical needs through the use of CBD, a non-psychotropic component of cannabis sativa, which has been shown to possess potent immuno-modulatory and anti-inflammatory properties in various indications. Stero’s clinical data demonstrate that CBD administration enhances the therapeutic effect of steroids, and may permit reduced steroid dosages, while maintaining or improving the original therapeutic effects of such steroids.

About Kalytera Therapeutics

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, with an initial focus on graft versus host disease.

Kalytera Company Contact

Robert Farrell
President and CEO
Phone: (888) 861-2008

Cautionary Statements

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. 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. 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.