NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
Kalytera Therapeutics, Inc. (the “Company” or “Kalytera”) (TSX VENTURE:KALY) (OTCQB:KALTF) announced today that it has entered into agreements to sell an aggregate of 11,532,000 common shares of the Company (the “Common Shares”) and 11,532,000 common share purchase warrants (the “Warrants”) for aggregate gross proceeds of C$605,430 (representing a subscription of C$0.0525 per each unit consisting of one Common Share and one Warrant) (the “Offering”).
Each Warrant will be exercisable to acquire one Common Share at an exercise price of C$0.07 per Common Share for a period of two years following the Closing Date, subject to customary adjustments in certain events, provided that if, at any time following the date that is four months and one day from the Closing Date, the daily volume weighted average trading price of the Common Shares equals or exceeds C$1.00 for any 10 consecutive trading days, the Company may, on prior written notice, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such notice. Any unexercised Warrants shall thereafter automatically expire.
The Offering is being facilitated by Alere Financial Partners, a division of Cova Capital Partners LLC (the “Agent”). In connection with the services to be performed by the Agent, the Agent is entitled to receive a cash commission equal to 8% of the aggregate gross proceeds of the Offering payable upon completion of the Offering. In addition, the Agent will also be granted a number of broker warrants (“Broker Warrants”) to acquire that number of Common Shares equal to 8% of aggregate number of Common Shares sold in the Offering. Each Broker Warrant will be exercisable to acquire one Common Share at an exercise price of C$0.07 per Common Share for a period of two years following the Closing Date, subject to customary adjustments in certain events, provided that the Broker Warrants shall be subject to the same acceleration terms as the Warrants.
The securities to be issued under the Offering will be offered pursuant to applicable exemptions from the prospectus requirements under applicable securities laws. The Common Shares, the Warrants, the Broker Warrants and any Common Shares issuable upon exercise thereof will be subject to a statutory hold period lasting four months and one day following the Closing Date.
The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes.
Closing of the Offering is expected to occur on or about December 21, 2018 (the “Closing Date”). The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange.
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Kalytera 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
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 of Offering and the timing thereof, the use of proceeds from 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 unfavorable results and the risk that required regulatory approvals (including in respect of the Offering) may not be 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 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.