NOT FOR DISSEMINATION IN THE UNITED STATES OR
THROUGH U.S. NEWSWIRE SERVICES
Kalytera Therapeutics, Inc. (TSX VENTURE: KALY and OTCQB: KALTF)
(the "
Company" or "
Kalytera")
announced today that it is proceeding with a private placement (the
“
Offering”) under which it intends to sell
C$787,500 aggregate principal amount of convertible debenture units
for an aggregate purchase price of C$750,000 (representing an
original issue discount equal to 5% of the purchase price).
The convertible debenture units will consist of an aggregate of
$787,000 principal amount of 10.0% secured convertible debentures
(the “
Convertible Debentures”) and an aggregate of
12,115,384 common share purchase warrants (each, a “Warrant”).
The Convertible Debentures will bear interest
from the date of closing at 10.0% per annum, payable quarterly in
arrears on the last business day of May, August, November and
February of each year commencing May 31, 2019, and will mature two
years following the closing of the Offering (the “Maturity
Date”).
The Company’s obligations under the Convertible
Debentures will be guaranteed by its material subsidiaries, and
such guarantee obligations will be secured by substantially all of
the assets of such subsidiaries.
The Convertible Debentures will be convertible
at the option of the holder into common shares of the Company
(“Common Shares”) at any time prior to the close
of business on the earlier of the third business day prior to the
Maturity Date and the third business day prior to any date fixed
for redemption or repayment of the Convertible Debentures, at a
conversion price of (i) C$0.065 per Common Share for the first
twelve (12) month period following the closing date of the Offering
and (ii) C$0.10 per Common Share for the second twelve (12) month
period following the closing date of the Offering, in each case
subject to customary adjustments in certain events.
Each Warrant will be exercisable to acquire one
Common Share (a “Warrant Share”) at an exercise
price of $0.065 per Warrant Share for a period of two years
following the closing date of the Offering, subject to customary
adjustments in certain events and, provided that if, at any time
following the date that is four months following the closing date
of the Offering, the volume weighted average trading price of the
Common Shares equals or exceeds C$0.13 for a period of 20
consecutive trading days, the Company may, on prior written notice,
accelerate the expiry date of the Warrants to the date that is 20
business days from the date of such notice. Any unexercised
Warrants shall thereafter automatically expire.
The Convertible Debentures and the Warrants
constituting the convertible debenture units and any Common Shares
issuable upon conversion or exercise thereof, as applicable, will
be subject to a statutory hold period lasting four months and one
day following the closing date of the Offering.
The Company intends to use the net proceeds of
the Offering for working capital and general corporate purposes. On
closing of the Offering, the Company will pay to the investor under
the Offering a loan fee in the amount of C$20,000, which sum will
be deducted from the gross proceeds of the financing, and the
Company will reimburse the investor in the amount of up to
US$15,000 for its legal costs related to the Offering.
Closing of the Offering is expected to occur on
or about March 6, 2019. 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
State or to, of for the account or benefit of, U.S. persons absent
registrations 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 which such offer,
solicitation or sale would be unlawful.
About Kalytera Therapeutics
Kalytera Therapeutics, Inc. is pioneering the
development of cannabidiol (“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.
- Website Home: https://kalytera.co/
- News and Insights: https://kalytera.co/news/
- Investors: https://kalytera.co/investors/
Cautionary Statements
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 risk that
applicable regulatory approvals will not be obtained or the risk
that future clinical studies may not proceed as expected or may
produce unfavourable results. 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.
Contact InformationRobert FarrellPresident,
CEO(888) 861-2008info@kalytera.co
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