Kalytera Announces Private Placement of Common Shares and Common Share Purchase Warrants
December 18 2018 - 9:26PM
NOT FOR DISSEMINATION IN THE UNITED STATES
OR THROUGH U.S. NEWSWIRE SERVICES
Kalytera Therapeutics, Inc. (the “
Company” or
“
Kalytera”) (TSX VENTURE: KALY) (OTCQB: KALTF)
announced today that it has entered into agreements to sell an
aggregate of 11,532,000 common shares of the Company (the
“
Common Shares”) and 11,532,000 common share
purchase warrants (the “
Warrants”) for aggregate
gross proceeds of C$605,430 (representing a subscription of
C$0.0525 per each unit consisting of one Common Share and one
Warrant) (the “
Offering”).
Each Warrant will be exercisable to acquire one
Common Share at an exercise price of C$0.07 per Common Share for a
period of two years following the Closing Date, subject to
customary adjustments in certain events, provided that if, at any
time following the date that is four months and one day from the
Closing Date, the daily volume weighted average trading price of
the Common Shares equals or exceeds C$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 Offering is being facilitated by Alere
Financial Partners, a division of Cova Capital Partners LLC (the
“Agent”). In connection with the services to be
performed by the Agent, the Agent is entitled to receive a cash
commission equal to 8% of the aggregate gross proceeds of the
Offering payable upon completion of the Offering. In addition, the
Agent will also be granted a number of broker warrants
(“Broker Warrants”) to acquire that number of
Common Shares equal to 8% of aggregate number of Common Shares sold
in the Offering. Each Broker Warrant will be exercisable to acquire
one Common Share at an exercise price of C$0.07 per Common Share
for a period of two years following the Closing Date, subject to
customary adjustments in certain events, provided that the Broker
Warrants shall be subject to the same acceleration terms as the
Warrants.
The securities to be issued under the Offering
will be offered pursuant to applicable exemptions from the
prospectus requirements under applicable securities laws. The
Common Shares, the Warrants, the Broker Warrants and any Common
Shares issuable upon exercise thereof will be subject to a
statutory hold period lasting four months and one day following the
Closing Date.
The Company intends to use the net proceeds of
the Offering for working capital and general corporate
purposes.
Closing of the Offering is expected to occur on
or about December 21, 2018 (the “Closing Date”).
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
States or to, or for the account or benefit of, U.S. persons absent
registration 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 any State in which such offer,
solicitation or sale would be unlawful.
About Kalytera Therapeutics
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, with an initial focus on graft versus host
disease and the 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 of Offering and the
timing thereof, the use of proceeds from 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 unfavorable results and the risk that required
regulatory approvals (including in respect of the Offering) may not
be obtained. 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 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 Information
Robert Farrell President, CEO (888) 861-2008
info@kalytera.co
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