Kalytera Therapeutics, Inc. (TSX VENTURE: KLY and OTCQB: KALTF) (the “Company” or “Kalytera”) is pleased to announce that it has closed an additional tranche of its private placement, for 1,974,445 common shares of the Company and 1,974,445 common share purchase warrants for aggregate gross proceeds of approximately C$88,850. All securities issued in this tranche are subject to a hold period expiring on February 17, 2020 in accordance with applicable securities laws. The offering remains subject to final TSX Venture Exchange (“TSXV”) approval.
The additional closing was part of a larger private placement transaction (the “Private Placement”) under which the Company is issuing units each consisting of one common share and one common share purchase warrant, at a price of C$0.045 per unit, pursuant to the grant of a discretionary waiver by the TSXV of its C$0.05 minimum pricing requirement. As previously disclosed, Mr. Farrell, the Company’s Chief Executive Officer, and Mr. Erickson, a member of the Company’s board of directors, invested at a price of C$0.05 per unit, instead of the C$0.045 per unit price made available to all other investors.
Each common share purchase warrant will have an exercise price of CDN $0.05, and a term of 36 months from the date of issuance. Beginning on the date that is four months plus one day following the applicable issuance date, Kalytera may accelerate the expiry date of such common share purchase warrants to the date that is 30 days following notice of such acceleration should the daily volume weighted average trading price of Kalytera’s common shares be greater than C$1.00 for any 10 consecutive trading days on the TSXV.
The TSXV has granted an extension to the deadline for the Company to complete all closings and satisfy all filing requirements in connection with the Private Placement until November 20, 2019. The Company expects to complete the closing of any additional tranches of the Private Placement by the end of the month.
As previously disclosed in more detail in the Company’s press release dated September 11, 2019, proceeds of the Private Placement will be used to fund preparatory work for initiation of the Company’s Phase 3 clinical registration study for its lead product development program evaluating cannabidiol (“CBD”) for the prevention of acute graft versus host disease (“GVHD”). Proceeds will also be used to augment the Company’s working capital as it enters into discussions with potential corporate partners for its GVHD program.
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. is pioneering the development of cannabidiol (“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.
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 additional closings under the Private Placement, final TSXV approval of the Private Placement, the Company’s 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, the risk that required regulatory approvals may not be obtained and the risk that additional closings under the Private Placement may not be completed. 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.