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Kalytera Therapeutics, Inc. (the “Company” or “Kalytera”, formerly Santa Maria Petroleum Inc. (“Santa Maria”)) (TSXV: KALY) is pleased to announce the closing of the previously announced reverse triangular merger (the “Transaction”) under the laws of Delaware whereby the Target merged with a wholly-owned subsidiary of Santa Maria. The Transaction constituted a change of business and a reverse takeover transaction of Santa Maria pursuant to the TSX Venture Exchange (the “Exchange”) Policy 5.2 – Changes of Business and Reverse Takeovers.
Prior to completing the Transaction, Santa Maria changed its name from Santa Maria Petroleum Inc. to Kalytera Therapeutics, Inc., consolidated its share capital (the “Consolidation”) on the basis of approximately 2.3 (old) common shares for one (new) common share (“Post-Consolidated Share”), and was continued under the laws of British Columbia (from Ontario).
Pursuant to the terms of the Transaction, the Company issued a total of 39,619,556 Post-Consolidated Shares to holders of shares and warrants of the Target based on an exchange ratio of 1.543817 Post‑Consolidated Shares for each share of outstanding common stock and common stock underlying outstanding warrants of the Target. Further details regarding the Transaction can be found in the Company’s Filing Statement (the “Filing Statement”) dated December 30, 2016 filed under the Company’s profile on SEDAR and in the prior press releases of the Company.
As part of the Transaction, the Company also issued 5,532,966 options pursuant to its stock option plan in exchange for all stock options of the Target (exercise prices determined by dividing the exercise price per share at which such Target option was exercisable immediately prior to the Transaction, by the foregoing exchange ratio). The Company is also issuing a total of 4,701,359 new options exercisable at C$0.40 for a period of 10 years, and there are 3,629 existing options that will survive for a period of three months following closing.
The Exchange has provided conditional acceptance of the Transaction including the listing of the Company as a Tier 1 Life Sciences Issuer on the Exchange. The parties to the Transaction will be making their final submission to the Exchange post-closing in connection with the Exchange’s issuance of its listing bulletin.
Subscription Receipt Financing
As previously announced, the Target completed a subscription receipt financing for C$8,333,333 in gross proceeds with Clarus Securities Inc. and Haywood Securities Inc. acting as agents in respect of C$7,833,333 of such proceeds. In connection with the completion of the Transaction, the subscription receipts converted on a one-for-one basis into a total of 20,833,333 Post-Consolidated Shares. Escrowed proceeds of the offering have been released from escrow to the Company.
In connection with the completion of the Transaction, the Company (i) issued 2,043,777 Post‑Consolidated Shares to South Florida Biotech Ventures LLC as payment of a finder’s fee due under the terms of an agreement dated September 23, 2016, as amended, and (ii) settled C$333,774 of debt owing to certain Santa Maria directors through the issuance of 806,217 Post-Consolidated Shares.
New Board and Management
Upon closing of the Transaction, the board of directors and management of the Company were reconstituted as follows:
Andrew L. Salzman, M.D. – Chief Executive Officer, Chief Medical Officer, and Director
Dr. Salzman has served as Chief Medical Officer since August 2016 and as Chief Executive Officer and as a member of the board of directors of the Target since November 2016. Dr. Salzman is a physician, scientist, inventor, and biomedical entrepreneur. Dr. Salzman founded and built Inotek Pharmaceuticals, a 140-person biotech company that raised US$92M in venture capital and concluded a US$600M license with Genentech. As CEO of Inotek, Dr. Salzman brought numerous new chemical entities from conception to clinical stage testing, including a treatment for glaucoma that demonstrated clinical proof of concept in late Phase 2 clinical trials.
Dr. Salzman has been funded by the U.S. National Institutes of Health (“NIH”), authoring 75 federal grants and receiving US$102 million in federal grant funding. In addition to 175 peer-reviewed scientific publications, Dr. Salzman holds 40 patents in the fields of medicine, pharmacology, organic chemistry, and medical devices.
Dr. Salzman received an undergraduate degree from Yale College, a degree in medicine from Harvard Medical School, and completed a pediatric internship and residency at Columbia University Medical Center. He completed post-doctoral fellowships in pediatric infectious disease, neonatology, pediatric critical care, and mucosal immunology at the Weizmann Institute of Science in Rehovot (Israel), Boston Children’s Hospital Medical Center, Beth Israel Medical Center, and Massachusetts General Hospital.
Dr. Salzman serves as Founder and Chairman of Radikal Therapeutics, Salzman Capital Ventures, Salzman Lovelace Investments, Tisbury Pharmaceuticals, and Respirometics, and is the Director of Drug Development at the Lovelace Respiratory Research Institute.
David Stefansky – Chairman of the Board of Directors
Mr. Stefansky has served as Chairman of the board of directors of the Target since July 2014. Mr. Stefansky is a principal of Bezalel Partners (“Bezalel”), a merchant bank that provides capital formation and strategic advisory services to mid-market private and small-to-mid-cap public companies in the healthcare, life sciences, and technology sectors. Mr. Stefansky brings more than 20 years of principal investment, investment banking, and operational experience to the Bezalel team. Prior to forming Bezalel, Mr. Stefansky was a founder and principal of Harborview Capital, a New York-based private equity firm.
Seth Yakatan – Director
Mr. Yakatan, served as interim Chief Executive Officer of the Target from July 2014 to November 2016 and has served as a member of the Target’s board of directors since July 2014. Mr. Yakatan brings more than twenty years of experience as a corporate finance professional, actively supporting emerging and established companies in achieving their corporate, financing, and asset monetization objectives. Over the past fourteen years as a co-founder of Katan Associates (KAI), Mr. Yakatan has successfully structured and managed strategic alliances and deals, based on his insight and expertise in the U.S. and Global Life Science sector, including numerous buy- and sell-side M&A transactions. Mr. Yakatan holds an MBA in Finance from the University of California, Irvine and a B.A. in History and Public Affairs from the University of Denver.
Robert Farrell – Chief Financial Officer, President, Chief Operating Officer, Director
Mr. Farrell has served as the Chief Financial Officer, President and Chief Operating Officer of the Target since June 2016. Mr. Farrell has more than 25 years of experience in the pharmaceutical, biotechnology, and medical device sectors. Mr. Farrell has had primary or significant responsibility for the completion of mergers & acquisitions, corporate partnerships, licensing transactions, and divestitures in both the U.S. and Europe. In addition, Mr. Farrell has many years of operational experience, including executive responsibility and responsibility for all financial operations.
Mr. Farrell has held senior positions with publicly listed companies, including Titan Pharmaceuticals, where he served as President and CEO from 2008 to 2009 and as Chief Financial Officer from 1996 to 2008. Mr. Farrell raised over US$390M while at Titan via public equity and non-dilutive financings, including seven corporate partnerships. Previously, Mr. Farrell served as CFO, Corporate Group Vice President and General Counsel at Fresenius USA and Fresenius Medical Care, where he completed six corporate partnerships and M&A transactions totaling over US$4B. Mr. Farrell received a law degree (J.D.) from the University of California’s Hastings College of Law and is a member of the California State Bar.
Ronald Erickson – Director
Mr. Erickson has served as a member of the board of directors of the Target since November 2015. Mr. Erickson is a senior executive with more than 30 years of experience in the high technology, telecommunications, micro-computer, and digital media industries. Mr. Erickson was the founder of Visualant, a developer of unique spectral pattern matching technology. He is formerly Chairman, CEO and Co-Founder of Blue Frog Media, a mobile media and entertainment company; Chairman and CEO of eCharge Corporation, an Internet-based transaction procession company; Chairman, CEO and Co-founder of GlobalTel Resources, a provider of telecommunications services; Chairman, Interim President and CEO of Egghead Software, Inc., a software reseller where he was an original investor; Chairman and CEO of NBI, Inc.; and Co-founder of MicroRim, Inc., the database software developer. Earlier, Mr. Erickson practiced law in Seattle and worked in public policy in Washington, D.C. and New York City. Additionally, Mr. Erickson has been an angel investor and board member of a number of public and private technology companies. In addition to his business activities, Mr. Erickson serves on the Board of Trustees of Central Washington University where he received his B.A. degree. He also holds a M.A. from the University of Wyoming and a J.D. from the University of California, Davis. He is licensed to practice law in the State of Washington.
Jerome B. Zeldis, M.D., Ph.D. – Director
Dr. Zeldis has served as a member of the board of directors of the Target since November 2015. Dr. Zeldis is the Chief Medical Officer and President of Clinical Development at Sorrento Therapeutics (Nasdaq: SRNE), a biopharmaceutical company developing new treatments for cancer, pain management, inflammation, and autoimmune diseases. Prior to joining Sorrento, Dr. Zeldis served as the Chief Medical Officer of Celgene Corporation (Nasdaq: CELG), where he played an instrumental role in helping the company grow into one of the largest global pharmaceutical firms. Dr. Zeldis also served as Chief Executive Officer of Celgene Global Health, an organization with a mission to develop and distribute therapeutics for diseases of the developing world.
Dr. Zeldis received his training in Internal Medicine at the UCLA Center for the Health Sciences and was a clinical and research fellow in gastroenterology at Massachusetts General Hospital and Harvard Medical School. Additionally, he was an Assistant Professor of Medicine at the Harvard Medical School, an Associate Professor of Medicine at the University of California, a Clinical Associate Professor of Medicine at Cornell Medical School, and a Professor of Clinical Medicine at the Robert Wood Johnson Medical School in New Brunswisk, NJ. Dr. Zeldis has published 112 peer reviewed articles and 24 reviews, book chapters, and editorials.
Jeff Paley, M.D. – Director
Dr. Paley has served as a member of the board of directors of the Target since November 2015. Dr. Paley, has been an Active Clinician and Consultant in the healthcare industry for the past 22 years, during which time Dr. Paley has consulted for over 30 analysts and portfolio managers in the biotechnology, pharmaceutical, specialty pharmaceutical, and medical technology arenas, reviewing the clinical, preclinical and regulatory pedigrees of numerous therapeutics and devices. Dr. Paley founded Access Medical Associates, PC in 2003, after spending five years on the full-time academic faculty of Weill Cornell Medical College, where he served as a Director of Clinical Research at the Cornell Internal Medicine Associates. At Weill-Cornell, Dr. Paley was a Principal or Co-Principal Investigator on several studies of diabetes, hypertension, and cholesterol disorders, including the landmark ACCORD study of intensive hyperglycemia, hypertension and hyperlipidemia management. Additional clinical interests include, sleep disorders, weight loss, adult attention-deficit disorder, and cardiovascular disease prevention. He has served as a Director of Retrophin, Kellbenx Inc., and Remote Radiology, Inc. He trained at Harvard Medical School and completed a residency in Internal Medicine at Massachusetts General Hospital. He holds a Bachelor’s Degree in mathematics and Rabbinic Ordination from Yeshiva University.
Gary Leong – Director
Mr. Leong is the Chief Scientific Officer of Aphria Inc., a Health Canada licensed producer of medical cannabis products. Gary has a personal background in quality assurance, quality control, quality system audits, international and domestic regulatory affairs and product research and development. Gary currently is the president of Neautrical Solutions Inc. located in Surrey, British Columbia. Prior to that, he was the Chief Scientific Officer at Jamieson Laboratories Limited. He began at Jamieson in the year 2000 as the Vice President of Scientific and Technical Affairs. He also held the position of Quality Control Manager at Boehringer Ingelheim Consumer Products: Quest Vitamins and Development Officer at Atomic Energy of Canada: Radiochemical Company. Gary’s educational background began with a Bachelors of Science in Chemistry and has taken him most recently to an MBA in Quality Management from City University of Bellevue Washington. Gary is currently affiliated with The Life Sciences Working Team of Windsor-Essex Economic Development Corporation. In the past, he was a member of the Natural Health Products Directorate Program Advisory Committee and a board member of the Ontario Ginseng Innovation and Research Consortium.
Victoria Rudman – Treasurer and Secretary
Ms. Rudman served as interim Chief Financial Officer of the Target from March 2015 through June 2016, and has served as Treasurer and Secretary of the Target since March 2015. Ms. Rudman has over 25 years of professional experience in multiple aspects of leadership, operations, accounting, finance, taxation and fiscal management. Ms. Rudman has spent most of her career in Fortune 500 global investment bank and retail brokerage firms as well as small cap public companies and start-up ventures. She served as Chairman and CEO of Intelligent Living Inc. from 2011 through November 2014. Previously, Victoria held various technology controllership positions at Morgan Stanley and acted as a Vice President at Bear Stearns and Director of Business Planning & Strategy at Visual Networks, where she was the lead project manager for the entire technology business enterprise, including IPO and strategic M&A. Victoria holds a Bachelor of Business Administration in Public Accounting from Pace University, Lubin School of Business.
Lock-up Agreements and Escrow
As a condition to the completion of the Transaction, the Target was required to obtain from each of its shareholders, including its directors, officers and insiders, lockup agreements restricting trading by such persons of their shares of the Company for a period ending 12 months following the completion of the Transaction.
In addition to the foregoing, Seth Yakatan and David Stefansky, as Principals (as defined under Exchange Policy) of the Company, have entered into an Tier 1 Value Escrow Agreement with the Exchange and TSX Trust Company, as escrow agent, in respect of 771,909 and 3,813,229 Post-Consolidation Shares respectively held. Under the terms of escrow and notwithstanding the above referenced lock-up agreements, 25% of such escrowed shares are immediately released upon closing with subsequent 25% releases occurring 6, 12 and 18 months from closing.
Information for Shareholders
In accordance with Section 4.1 of TSXV Policy 5.2 – Changes of Business and Reverse Takeovers, Santa Maria was not, and the Company will not be, required to obtain shareholder approval in respect of the Transaction as the Transaction is not a Related Party Transaction (as such term is defined under TSXV Policies); Santa Maria was without active operations immediately prior to effecting the closing of the Transaction; Santa Maria was, and the Company is now, a reporting issuer not in default; and shareholder approval of the Transaction is not otherwise required by applicable corporate or securities laws.
The Company’s transfer agent, TSX Trust, will be mailing share certificates to all of the Target’s former stockholders and warrant holders representing the Company shares that they received in connection with the Transaction. Shareholders of the Company (formerly Santa Maria) will receive, from TSX Trust, a statement pursuant to the Direct Registration System (“DRS Advice”) setting out each holder’s shares of the Company. Shareholders wishing to receive a physical share certificate should contact TSX Trust for information on how to obtain physical shares certificates in place of a DRS Advice. The ISIN number for the Company’s shares is CA 48349P1036. The trading symbol for the Company will be “KALY” on the TSX Venture Exchange (shares will no longer trade on NEX).
Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the transactions described herein, any information released or received with respect to the transactions described herein may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
Neither the TSX Venture Exchange Inc. (“TSXV”) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the transactions described herein and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
Kalytera Therapeutics, Inc. (“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.
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 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. The Company undertakes no obligation to comment analyses, expectations or statements made by third-parties in respect of the Company, its securities, or financial or operating results (as applicable). Although the Company 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 the Company’s control, including the risk factors discussed in the Filing Statement which are incorporated herein by reference and are available through SEDAR at www.sedar.com. The forward-looking information contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. The Company 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.
Share numbers noted in this press release may not match the numbers disclosed in the Filing Statement due to rounding pursuant to the process of completing the Consolidation and the exchange of Target securities for Post-Consolidation Shares.