NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
Kalytera Therapeutics, Inc. (the “Company”, or “Kalytera”) (TSXV:KALY and OTCQB: KALTF) announced that it has filed a preliminary short form prospectus with the securities regulatory authorities in the provinces of Alberta, British Columbia and Ontario in connection with a proposed marketed offering of units of the Company (“Units”, or each a “Unit”) for gross proceeds of $4,500,000 to $10,000,000 (the “Offering”).
Echelon Wealth Partners Inc. (the “Lead Agent”) and Paradigm Capital Inc. (collectively with the Lead Agent, the “Agents”) will conduct the Offering on a commercially reasonable efforts basis as the Company’s agents for the Offering in Canada. The Units may also be offered for sale in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable state laws.
Each Unit will consist of one common share in the Company (each a “Common Share”) and one Common Share purchase warrant (each a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Common Share by paying an exercise price for a period of 36 months from the Closing Date (as defined below). The price of the Units and exercise price of the Warrants will be determined by negotiation between the Company and the Lead Agent prior to the filing of the final short form prospectus related to the Offering.
The Company intends to use the net proceeds of the Offering: (i) to pay milestone payments owing to the former shareholders of Talent Biotechs Ltd; (ii) to progress its Phase 2 clinical study evaluating cannabidiol for the prevention of graft versus host disease (“GVHD”); (iii) for administrative expenses; and (iv) depending on the amount of proceeds, to progress its program to create a novel, proprietary CBD analogue for treatment of acute and chronic pain.
The Agents shall be entitled to a cash commission equal to 7.5% of the gross proceeds of the Offering, which shall be payable on the Closing Date. The Agents shall also be granted broker warrants (“Broker Warrants”) to acquire that number of Common Shares as is equal to 7.5% of the number of Units sold in the Offering. Each Broker Warrant will entitle the holder thereof to acquire one Common Share on payment of an exercise price for a period of 24 months from the issuance date thereof.
Closing of the Offering is expected to occur before the end of April 2019 (the “Closing Date”). The Offering is subject to certain conditions including, but not limited to, the entering into of a definitive agency agreement and the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange.
For further details with respect to the Offering, please see the preliminary prospectus, a copy of which is available on SEDAR at www.sedar.com.
The securities described herein have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws, and accordingly, may not be offered or sold to, or for the account or benefit of, persons in the United States, except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements, or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities to, or for the account or benefit of, persons in the United States.
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.
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 the Closing Date and the intended use of the net proceeds of the Offering 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 on favourable terms or at all, 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.