/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S.
NEWSWIRE SERVICES/
Kalytera Therapeutics, Inc. (the “Company”, or “Kalytera”)
(TSXV:KALY) (OTCQB:KALTF) announced today that it has filed a final
short form prospectus (the “Final Prospectus”) with securities
regulatory authorities in the provinces of Alberta, British
Columbia and Ontario (and received a receipt therefor) in
connection with its previously announced marketed offering of a
minimum of 90,000,000 units of the Company (“Units”, or each a
“Unit”) and a maximum of 200,000,000 Units for gross proceeds of
$4,500,000 to $10,000,000 (the “Offering”). The first closing of
the Offering is expected to occur on or about April 26, 2019, or
such other date or dates as the Company and the Agents (as defined
below) may agree (the “Closing Date”).
Pursuant to the Final Prospectus, each Unit will
be offered at an issue price of $0.05 per Unit. Each Unit will
consist of one common share in the Company (each a “Common Share”)
and one common share purchase warrant (each a “Warrant” and
collectively the “Warrants”). Each Warrant will entitle the holder
thereof to acquire one Common Share at a price of $0.065 for a
period of 36 months from the first Closing Date.
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.
Echelon Wealth Partners Inc. and Paradigm
Capital Inc. (collectively, the “Agents”) will conduct the Offering
on a commercially reasonable efforts basis pursuant to an agency
agreement dated April 16, 2019. 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, and shall
also be granted broker warrants (“Broker Warrants”) to acquire that
number of Common Shares equal to 7.5% of the number of Common
Shares sold in the Offering. Each Broker Warrant will entitle the
holder thereof to acquire one Common Share at a price of $0.05 for
a period of 24 months from the issuance thereof.
The TSX Venture Exchange has conditionally
approved the listing of the Common Shares, the Warrants and the
common shares underlying the Warrants and the Broker Warrants.
Listing will be subject to the Corporation fulfilling all of the
listing requirements. In connection with the Offering, the
Corporation intends to change its trading symbol to “KLY” effective
as of April 22, 2019, and under such change the trading symbol for
its currently outstanding warrants issued to investors in August
2018 will become “KLY.WT.A”. The new Warrants to be issued in the
Offering are expected to be listed under the trading symbol
“KLY.WT.B”.
The Units may 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.
For further details with respect to the
Offering, please see the Final 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 Therapeutics
Kalytera Therapeutics, Inc. 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 use of the net proceeds of the
Offering, the Closing Date and the effective date of the change in
its trading symbol 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, 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)
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