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Kalytera Therapeutics, Inc. (TSXV:KALY) (the “Company” or “Kalytera”) is pleased to announce it is revising the terms of the agreement pursuant to which a syndicate of agents (the “Agents”) led by Clarus Securities Inc. (“Clarus”), and including Haywood Securities Inc. and Canaccord Genuity Corp., has agreed to act on behalf of the Company, on a “best efforts” agency basis, in connection with a brokered private placement (the “Offering”). The Offering has been upsized and will now include up to 33,333,333 common shares (each a “Share”), at a revised price per Share of $0.45 (the “Offering Price”), for revised aggregate gross proceeds of up to $15,000,000.
In connection with the services to be performed by the Agents, the Company will pay a cash commission equal to 7.0% of the gross proceeds of the Offering and that number of broker warrants (the “Broker Warrants”) as is equal to 7.0% of the number of Shares issued pursuant to the Offering. Each Broker Warrant shall be exercisable into one Share at the Offering Price for a period of 24 months following closing of the Offering.
The net proceeds of the Offering will be used by the Company for the acquisition of Talent Biotechs Ltd., to complete work required to advance the Talent Biotechs product into Phase 2b clinical testing for FDA purposes, and for general corporate and working capital purposes.
This proposed Offering is subject to receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange, as well as the negotiation and execution of definitive documentation.
The Shares to be issued under the Offering will be offered pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. Closing of the Offering is anticipated to occur on or about February 7, 2017 or such other date as may be agreed to by the Company and Clarus (the “Closing Date”). The securities issued pursuant to the Offering will be subject to a statutory hold period of four months plus one day from the Closing Date in accordance with applicable securities legislation.
Kalytera (TSXV:KALY) 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.
Kalytera is focused first on developing a new class of proprietary cannabidiol (“CBD”) therapeutics. CBD is a remarkable compound that has shown activity against a number of pharmacological targets. However, there are limitations associated with natural CBD, including its poor oral bioavailability and short half-life. Kalytera is developing innovative CBD formulations and prodrugs in an effort to overcome these limitations, and to target specific disease sites within the body. Kalytera intends to file composition of matter and method of use patents covering its novel inventions, with the goal of limiting future competition.
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 statements relating to the completion of the Offering, the acquisition of Talent Biotechs Ltd. and associated transactions and 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 risks that the parties may not succesfully complete the Offering or the acquisition of Talent Biotechs Ltd. and associated transactions for any reason (including failure to obtain the required approvals or clearances from regulatory authorities) or that the ultimate terms of the Offering, the acquisition of Talent Biotechs Ltd. and associated transactions will differ from those that are currently contemplated. 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.