Kalytera Therapeutics Announces Short Form Prospectus Offering of Units
April 03 2019 - 8:01AM
/NOT FOR DISSEMINATION IN THE UNITED STATES OR
THROUGH U.S. NEWSWIRE SERVICES/
Kalytera Therapeutics, Inc. (the “Company”, or “Kalytera”)
(TSXV:KALY and OTCQB: KALTF) announced that it has filed a
preliminary short form prospectus with the securities regulatory
authorities in the provinces of Alberta, British Columbia and
Ontario in connection with a proposed marketed offering of units of
the Company (“Units”, or each a “Unit”) for gross proceeds of
$4,500,000 to $10,000,000 (the “Offering”).
Echelon Wealth Partners Inc. (the “Lead Agent”)
and Paradigm Capital Inc. (collectively with the Lead Agent, the
“Agents”) will conduct the Offering on a commercially reasonable
efforts basis as the Company’s agents for the Offering in
Canada. The Units may also be offered for sale in the United
States on a private placement basis pursuant to an exemption from
the registration requirements of the United States Securities Act
of 1933, as amended (the “U.S. Securities Act”) and applicable
state laws.
Each Unit will consist of one common share in
the Company (each a “Common Share”) and one Common Share purchase
warrant (each a “Warrant”). Each Warrant will entitle the holder
thereof to acquire one Common Share by paying an exercise price for
a period of 36 months from the Closing Date (as defined below). The
price of the Units and exercise price of the Warrants will be
determined by negotiation between the Company and the Lead Agent
prior to the filing of the final short form prospectus related to
the Offering.
The Company intends to use the net proceeds of
the Offering: (i) to pay milestone payments owing to the former
shareholders of Talent Biotechs Ltd; (ii) to progress its Phase 2
clinical study evaluating cannabidiol for the prevention of
graft versus host disease (“GVHD”); (iii) for administrative
expenses; and (iv) depending on the amount of proceeds, to progress
its program to create a novel, proprietary CBD analogue for
treatment of acute and chronic pain.
The Agents shall be entitled to a cash
commission equal to 7.5% of the gross proceeds of the Offering,
which shall be payable on the Closing Date. The Agents shall also
be granted broker warrants (“Broker Warrants”) to acquire that
number of Common Shares as is equal to 7.5% of the number of Units
sold in the Offering. Each Broker Warrant will entitle the
holder thereof to acquire one Common Share on payment of an
exercise price for a period of 24 months from the issuance date
thereof.
Closing of the Offering is expected to occur
before the end of April 2019 (the “Closing Date”). The Offering is
subject to certain conditions including, but not limited to, the
entering into of a definitive agency agreement and the receipt of
all necessary regulatory and stock exchange approvals, including
the approval of the TSX Venture Exchange.
For further details with respect to the
Offering, please see the preliminary prospectus, a copy of which is
available on SEDAR at www.sedar.com.
The securities described herein have not been,
and will not be, registered under the U.S. Securities Act, or any
state securities laws, and accordingly, may not be offered or sold
to, or for the account or benefit of, persons in the United States,
except in compliance with the registration requirements of the U.S.
Securities Act and applicable state securities requirements, or
pursuant to exemptions therefrom. This press release does not
constitute an offer to sell or a solicitation of an offer to buy
any of the Company’s securities to, or for the account or benefit
of, persons in the United States.
About Kalytera
Kalytera is pioneering the development of 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 the Closing Date and the intended
use of the net proceeds of 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
unfavourable results, the risk that the Offering may not be
completed on favourable terms or at all, the risk Kalytera may not
be able to obtain all necessary regulatory and stock exchange
approvals and the risk that Kalytera may apply the proceeds of the
Offering differently than as stated herein depending on future
circumstances. 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.
Contact Information
Robert Farrell President, CEO (888) 861-2008
info@kalytera.co
Kalytera Therapeutics (TSXV:KALY)
Historical Stock Chart
From Mar 2024 to Apr 2024
Kalytera Therapeutics (TSXV:KALY)
Historical Stock Chart
From Apr 2023 to Apr 2024