Will Seek Advance Approval for Potential Share Consolidation
Kalytera Therapeutics, Inc. (TSX VENTURE: KLY and OTCQB: KALTF) (the “Company” or “Kalytera”) announced today that it is holding its annual and special meeting of shareholders on July 29, 2019 (together with any adjournment or postponement thereof, the “Meeting”). At the Meeting, shareholders will be asked to vote on the election of directors, the appointment of the Company’s auditors and the renewal of the Company’s rolling 10% stock option plan. Shareholders will also be asked to consider and vote on a resolution that would authorize the board of directors of the Company (the “Board”) to implement, at a later date, a potential consolidation (the “Potential Consolidation”) of the Company’s common shares (the “Common Shares”) on the basis of a ratio of one post-consolidation Common Share to up to 12 pre-consolidation Common Shares (or a lower number of pre-consolidation Common Shares as may be determined by the Board).
The Company is seeking authority to complete a Potential Consolidation at a later date if and when it is in the best interests of the Company to do so, but the Board has not made a decision to implement a Potential Consolidation at this time. Even if the Potential Consolidation is approved by shareholders at the Meeting the Board will have the discretion to not proceed with the Potential Consolidation. If the Board decides to proceed with the Potential Consolidation, the purpose for doing so would be to generate interest in the Company among certain investors, to comply with the pricing policies of the TSX Venture Exchange (the “TSXV”), to improve the trading liquidity of the Common Shares and to reduce volatility in the price of the Common Shares.
In addition to shareholder approval, the Potential Consolidation is subject to the approval of the TSXV. If the Potential Consolidation were to be implemented today at the maximum authorized consolidation ratio, the 499,335,301 currently issued and outstanding Common Shares would be consolidated into 41,611,275 Common Shares. Additional information on the Potential Consolidation, and the risks associated therewith, can be found in the management information circular of the Company dated June 21, 2019, which is being sent to Kalytera shareholders today in connection with the Meeting and is available on the Company’s SEDAR profile.
Kalytera Therapeutics, Inc. 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 and the treatment of acute and chronic pain.
President and CEO
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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 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 possibility that the Potential Consolidation may not occur because, among other reasons, Kalytera chooses not to implement the Potential Consolidation, the Kalytera shareholders vote against the Potential Consolidation or the applicable regulatory approvals are not obtained. 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.