Perimeter Medical Imaging AI, Inc. (TSX-V:PINK)(OTC:PYNKF)
(FSE:4PC) (“Perimeter” or the “Company”), a medical technology
company driven to transform cancer surgery with
ultra-high-resolution, real-time, advanced imaging tools to address
high unmet medical needs, is pleased to announce the closing of its
previously announced private placement of units (each, a “Unit”)
for gross proceeds of C$48.7 million to the Company (the “Private
Placement”). The Private Placement included the C$43.4 million
strategic investment in the Company (the “Investment”) by Social
Capital.
Jeremy Sobotta, Perimeter’s Chief Executive Officer stated, “We
are extremely excited to have completed this transformative,
pivotal event for Perimeter and to welcome Social Capital as a
shareholder of Perimeter. This strategic partnering with Social
Capital comes at a time when we are ramping up our Perimeter
S-Series market development activities and commercialization
efforts across the U.S., while also supporting the ongoing clinical
development of our next-gen AI technologies. We are very optimistic
that the Private Placement will allow the Company to unlock
additional growth and potential and we thank Social Capital for its
support and endorsement of our vision to transform cancer surgery
with ultra-high resolution, real-time, advanced imaging tools.”
Chamath Palihapitiya, founder and CEO of Social Capital, said,
“Perimeter has the opportunity to change how we approach removing
cancerous tumors from the body. Starting with breast cancer,
Perimeter’s OCT technology can potentially eliminate the need for a
second or sometimes even third surgery because not all of the
cancer was removed the first time – a risk faced by 1 in 4 breast
cancer patients in America today. Over time, we hope Perimeter can
apply this technology to a range of other tumor removal surgeries.
We are excited to begin this partnership with Jeremy and his team
to raise the standard of care for cancer patients.”
Details Regarding the Private Placement
The Private Placement was completed on a non-brokered basis for
gross proceeds of C$48.7 million at a price of C$3.00 per Unit for
a total of 16,234,333 Units. Each Unit consisted of one common
share (each, a “Common Share”) and a total of one warrant
(“Warrant”) to purchase an additional Common Share (a “Warrant
Share”). 80% of the Warrants issued in the Private Placement have a
strike price of C$3.99 and 20% of the Warrants issued in the
Private Placement have a strike price of C$4.50. Half of the
Warrants at each strike price are subject to accelerated expiry if
the 60-day volume weighted average trading price of Perimeter’s
Common Shares is greater than the strike price during the
applicable period. The other half of the Warrants are not subject
to accelerated expiry, and instead they may be exercised for cash
or exercised using a cashless exercise feature at any time prior to
expiry. Subject to the accelerated expiry clause described above,
all Warrants will expire five years following the closing of the
Private Placement.
As the result of its C$43.4 million Investment, Social Capital
acquired 14,466,667 Common Shares and 14,466,664 Warrants. Social
Capital and Perimeter have also entered into an investor rights
agreement whereby Social Capital will have the right to nominate
one director to the board of Perimeter, as well as anti-dilution
rights to participate in future financings, and customary
registration rights. Social Capital’s board nomination and
anti-dilution rights under the investor rights agreement will last
so long as Social Capital holds at least 15% of the Common Shares
of Perimeter on an undiluted basis, and Social Capital’s
registration rights will last so long as Social Capital holds at
least 10% of the Common Shares of Perimeter on an undiluted
basis.
On a non-diluted basis, Social Capital now holds approximately
23.3% of the outstanding Common Shares making Social Capital a
“Control Person” (as that term is defined in the policies of the
TSX Venture Exchange (the “TSXV”)) of Perimeter. The Investment by
Social Capital was consented to in writing by shareholders of
Perimeter holding greater than 50% of Perimeter’s outstanding
Common Shares at the time the Private Placement was announced,
including Roadmap Capital Inc., Perimeter’s largest shareholder,
which entered into a support agreement in favour of the Private
Placement at the time the Private Placement was announced.
In addition to the Investment by Social Capital, the Company
issued an additional 1,767,666 Units to other investors for gross
proceeds of C$5.3 million (resulting in aggregate gross proceeds of
C$48.7 million).
The net proceeds of the Private Placement will be used for
working capital, commercialization of Perimeter’s technology,
clinical studies and the further development of Perimeter’s
technology, and general corporate purposes.
All Common Shares and Warrants issued pursuant to the Private
Placement will be subject to a statutory hold period of four months
plus one day which expires on May 27, 2022.
In connection with the Closing of the Private Placement, the
Company paid a finder's fee equal to 3% of the proceeds from the
sale of Units to Social Capital by issuing 434,000 Common Shares
(the “Finder’s Shares”) at a deemed price of $3.00 per Common
Share. The Company also paid finder’s fees equal to 6% of the
proceeds from the sale Units to certain investors introduced to
Perimeter by other finders by paying cash in the amount of
C$197,399.88.
The Common Shares comprising part of the Units, the Warrants and
the Warrant Shares (if such Warrant Shares are issued before the
date that is four months and one day following the applicable
Closing Date) and the Finder’s Shares shall be subject to a hold
period ending on the date that is four months and one day following
the applicable Closing Date.
Insider Participation in the Private Placement
Jeremy Sobotta, Chief Executive Officer; Tom Boon, Chief
Operating Officer; Andrew Berkeley, Vice President, Business
Development; Aaron Davidson, Director; and Suzanne Foster, Director
participated in the Private Placement, thereby making the Private
Placement a “related party transaction” as defined under
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions (“MI 61-101”). Mr. Sobotta
subscribed for 10,000 Units, Mr. Boon subscribed for 5,000 Units,
Mr. Berkeley subscribed for 6,000 Units, Mr. Davidson subscribed
for 84,000 Units and Ms. Foster subscribed for 42,000 Units.
Each Common Share of Perimeter provides the holder with the
right to one vote per common share. The Private Placement was
unanimously approved by the directors of Perimeter and consented to
by shareholders of Perimeter holding approximately 50.8% of
Perimeter’s outstanding Common Shares at the time the Private
Placement was announced.
Other than the subscription agreements between Mr. Sobotta, ,
Mr. Boon, Mr. Berkeley, Mr. Davidson and Ms. Foster relating to the
issuance of the Units pursuant to the Private Placement, Perimeter
has not entered into any agreement with an interested party or a
joint actor with an interested party in connection with the Private
Placement.
The Private Placement was exempt from the formal valuation and
minority shareholder approval requirements of MI 61-101 as the
Private Placement was a distribution of securities for cash and
neither the fair market value of the Shares distributed to, nor the
consideration received from, interested parties exceeded
$2,500,000. Neither Perimeter, nor to the knowledge of Perimeter
after reasonable inquiry, a related party, has knowledge of any
material information concerning Perimeter or its securities that
has not been generally disclosed. The material change report in
connection with the Private Placement was not filed 21 days in
advance of the closing of the Private Placement for the purposes of
Section 5.2(2) of MI 61-101 on the basis that the subscriptions
under the Private Placement were not available to Perimeter until
shortly before the closing.
Early Warning Disclosure as a Result of Completion of the
Investment
Pursuant to the Investment, Social Capital acquired 14,466,667
Common Shares and 14,466,664 Warrants. Prior to the completion of
the Investment Social Capital did not own any Common Shares. On a
non-diluted basis, Social Capital has increased its ownership of
Common Shares from 0% to approximately 23.2%. On a
partially-diluted basis, assuming exercise of the Warrants held by
Social Capital, Social Capital exercises control over 28,933,331
(approximately 37.7%) of the issued and outstanding Common
Shares.
As noted above, the Common Shares comprising part of the Units,
the Warrants and the shares underlying the Warrants (if such shares
are issued before the date that is four months and one day
following the applicable closing date) held by Social Capital are
subject to a four month plus one day hold period which expires on
May 27, 2022.
Social Capital has acquired the Common Shares and Warrants for
investment purposes.
The foregoing disclosure is being disseminated pursuant to
National Instrument 62-103 – The Early Warning System and Related
Take-Over Bid and Insider Reporting. A copy of the report to be
filed with Canadian securities regulators in connection with the
acquisition of these securities will be available on Perimeter’s
SEDAR profile at www.sedar.com and a copy may be obtained by
contacting Perimeter as noted under “Contact” below.
About Social Capital
At Social Capital, we make big bets on transformational ideas,
technology, and people. We strategically invest in smart,
profit-minded opportunities and forward-thinking social investments
that have the potential to shape a better future. We do this from a
balance sheet of permanent capital to support entrepreneurship at
all stages. This allows us more flexibility to double down on our
convictions, without the limitations of traditional fund
structures, and gives founders the runway and resources necessary
to succeed. We believe in the outsized potential of for-profit
businesses to drive impact in the world. We aim to set a new
standard for what capitalism can be.
Social Capital has a head office at 506 Santa Cruz Avenue, Suite
300, Menlo Park, California 94025.
About Perimeter Medical Imaging AI, Inc.
With headquarters in Toronto, Canada and Dallas, Texas,
Perimeter Medical Imaging AI (TSX-V:PINK) (OTC:PYNKF) (FSE:4PC) is
a medical technology company that is driven to transform cancer
surgery with ultra-high-resolution, real-time, advanced imaging
tools to address areas of high unmet medical need. The company’s
ticker symbol “PINK” is a reference to the pink ribbons used during
Breast Cancer Awareness Month, underscoring the company’s
dedication to helping surgeons, radiologists, and pathologists use
Perimeter’s imaging technology and AI in the fight against breast
cancer, which is estimated to account for 30% of all female cancer
diagnoses this year.
Perimeter has an office at 8585 N. Stemmons Freeway, Suite 106N,
Dallas, TX 75247.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Forward-Looking Statements
This news release contains statements that constitute
“forward-looking information” within the meaning of applicable
Canadian securities legislation. In this news release, words such
as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”,
“anticipate”, “intend”, “plan”, “estimate” and similar words and
the negative form thereof are used to identify forward-looking
statements. Forward-looking information may relate to management’s
future outlook and anticipated events or results, and may include
statements or information regarding the future financial position,
business strategy and strategic goals, competitive conditions,
research and development activities, projected costs and capital
expenditures, research and clinical testing outcomes, taxes and
plans and objectives of, or involving, Perimeter. Without
limitation, information regarding the use of proceeds of the
Private Placement is forward looking information. Forward-looking
statements should not be read as guarantees of future performance
or results, and will not necessarily be accurate indications of
whether, or the times at or by which, any particular result will be
achieved. No assurance can be given that any events anticipated by
the forward-looking information will transpire or occur.
Forward-looking information is based on information available at
the time and/or management’s good-faith belief with respect to
future events and are subject to known or unknown risks,
uncertainties, assumptions, and other unpredictable factors, many
of which are beyond Perimeter’s control. Such forward-looking
statements reflect Perimeter’s current view with respect to future
events, but are inherently subject to uncertainties and
contingencies. Further risks, uncertainties and assumptions
include, but are not limited to, those applicable to Perimeter and
described in Perimeter’s Management Discussion and Analysis for the
year ended December 31, 2020, which is available on Perimeter’s
SEDAR profile at www.sedar.com, and could cause actual events or
results to differ materially from those projected in any
forward-looking statements. Perimeter does not intend, nor does
Perimeter undertake any obligation, to update or revise any
forward-looking information contained in this news release to
reflect subsequent information, events, or circumstances or
otherwise, except if required by applicable laws.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220126005995/en/
Shushu Feng Perimeter Medical Imaging AI, Inc. Direct:
647-339-7465 (PINK) Toll-free: 888-988-7465 (PINK)
investors@perimetermed.com
Simplify Exchang (NYSE:PINK)
Historical Stock Chart
From Apr 2024 to May 2024
Simplify Exchang (NYSE:PINK)
Historical Stock Chart
From May 2023 to May 2024