Not for distribution to U.S. Newswire Services or
for dissemination in the United States. Any failure to comply with
this restriction may constitute a violation of U.S. Securities
laws.
Kalytera Therapeutics, Inc. (TSX-V:KALY) (OTCQB:KALTF) (the
“
Company” or “
Kalytera”) is
pleased to announce the closing of its previously announced
brokered private placement offering (the
“
Offering”) of CDN$5,750,000 aggregate principal
amount of convertible debenture units at a price of CDN$1,000 per
convertible debenture unit, which includes the full exercise by the
Echelon Wealth Partners Inc. (“
Echelon”) of its
option to sell an additional 750 convertible debenture units.
Echelon acted as agent for and on behalf of the Company in
connection with the Offering. The net proceeds of the
Offering will be used by the Company to advance its Phase 2
clinical program evaluating the use of cannibidiol in the
prevention of graft versus host disease, as well as for general
corporate purposes. Completion of the Company’s Phase 2
program will be required by the FDA prior to the initiation of a
pivotal Phase 3 study. The Company anticipates that the Phase 2
program will be completed during the second half of 2018, following
which the Company will initiate the Phase 3 study as quickly as
possible.
All securities issued in connection with the
Offering are subject to a hold period expiring on April 21, 2018 in
accordance with applicable Canadian securities laws.
Pursuant to the Offering, the Company issued a
total of CDN$5,750,000 of 9.0% senior secured convertible
debentures (the “Convertible Debentures”) and
22,114,500 common share purchase warrants (the
“Warrants”). The Debentures are convertible
at the option of the holder into common shares of the Company (the
“Common Shares”) at any time prior to the close of
business on December 20, 2019 (the “Maturity
Date”) at a conversion price of CDN$0.13 per Common Share
(the “Conversion Price”). Beginning on April
21, 2018, the Company may force the conversion of all of the
principal amount of the then outstanding Convertible Debentures at
the Conversion Price on 30 days prior written notice should the
daily volume weighted average trading price of the Common Shares be
greater than CDN$0.75 for any 10 consecutive trading days.
Each Warrant will be exercisable to acquire one
Common Share (a “Warrant Share”) at an exercise
price of CDN$0.13 per Warrant Share until December 20, 2019,
subject to customary adjustments in certain events and provided
that if at any time following April 21, 2018 the daily volume
weighted average trading price of the Common Shares equals or
exceeds CDN$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 Convertible Debentures and the Warrants
comprising the convertible debenture units and any Common Shares
issuable upon conversion or exercise thereof, as applicable, are
subject to a statutory hold period until April 21, 2018.
“We are delighted to announce the closing of
this offering with Echelon and we look forward to advancing
Kalytera’s program in using cannabidiol in the prevention of graft
versus host disease,” said Robert Farrell, Kalytera’s Chief
Executive Officer.
On closing of the Offering, Echelon was paid a
commission comprised of a cash fee in the amount of CDN$460,000 and
was issued an aggregate of 3,538,462 agent warrants. Each
agent warrant is exercisable for Common Shares at a price of
CDN$0.13 until December 20, 2019. Echelon also received a
work fee of CDN$50,000.
The securities offered have not been, and will
not be, registered under the U.S. Securities Act of 1933, as
amended (the “U.S. Securities Act”) or any U.S.
state securities laws, and were not offered or sold in the United
States or to, or for the account or benefit of, United States
persons absent registration or any applicable exemption from the
registration requirements of the U.S. Securities Act and applicable
U.S. state securities laws. This news release shall not constitute
an offer to sell or the solicitation of an offer to buy securities
in the United States, nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
About Kalytera Therapeutics
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 versatile compound that has shown activity
against a number of pharmacological targets. However, there are
limitations associated with natural CBD, including its poor oral
bioavailability. 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.
- Website Home: https://kalytera.co/
- News and Insights: https:// kalytera.co/news/
- Investors: https:// kalytera.co/investors/
Neither the 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.
Company Contact
Robert Farrell President and CEOPhone: (888)
861-2008Email: info@kalytera.co
Cautionary Statements
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 relating to the completion of the
Offering and associated transactions and 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 (including failure to obtain the required approvals or
clearances from regulatory authorities) 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 forwardlooking information, whether as a result of
new information, future events or otherwise.
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