NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
Kalytera Therapeutics, Inc. (TSX Venture: KLY) (OTCQB:KALTF) (the “Company” or “Kalytera”) is pleased to announce the closing of its previously announced public offering (the “Offering”) of units of the Company (“Units”) for aggregate gross proceeds of CDN$6,758,300. Echelon Wealth Partners Inc. (“Echelon”) and Paradigm Capital Inc. (and together with Echelon, the “Agents”) acted as agents for and on behalf of the Company in connection with the Offering.
The Offering was made by way of a short form prospectus in British Columbia, Alberta and Ontario.
The Company intends to use the net proceeds of the Offering to pay milestone payments owing to the former shareholders of Talent Biotechs Ltd, for research and development expenses and for general and administration expenses, as described in the Company’s final short form prospectus dated April 16, 2019.
Pursuant to the Offering, the Company issued a total of 135,166,000 Units at an issue price of CDN$0.05 per Unit. Each Unit consists of one common share in the Company (each a “Common Share”) and one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Common Share at a price of CDN$0.065 (subject to customary adjustments for certain events) for a period of 36 months from the closing date of the Offering.
“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, the Agents were paid a commission comprised of a cash fee in the aggregate amount of CDN$506,872.50 and were issued an aggregate of 10,137,450 broker warrants. Each broker warrant is exercisable for one Common Share at a price of CDN$0.05 until April 26, 2021.
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 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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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 the use of the net proceeds of the Offering, the Closing Date and the effective date of the change in its trading symbol 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 the Offering may not be completed, the risk Kalytera may not be able to obtain all necessary regulatory and stock exchange approvals and the risk that Kalytera may apply the proceeds of the Offering differently than as stated herein depending on future circumstances.
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.