Kalytera Therapeutics, Inc. (TSX VENTURE: KLY and OTC: KALTF) (the
"
Company" or "
Kalytera")
announces that it has received conditional approval from the TSX
Venture Exchange
("
TSXV”) and
partial revocation orders from the British Columbia and Ontario
Securities Commissions granted today (the “Order”) to commence its
offering to raise up to approximately $485,000 in a non-brokered
private placement of units (the
“Private
Placement”). The Private Placement is open to only
accredited investors in Canada, and accredited investors in the
United States.
Pricing of Units – Private Placement to
Close July 22, 2020The Company is offering up to
approximately $485,000 of units at a price of $0.015 per unit in
the Private Placement. The Private Placement will close on July 22,
2020.
Trading HaltOn June 22, 2020,
the British Columbia Securities Commission (the
“BCSC”) issued a Failure-to-File Cease Trade Order
against the Company (the "FFCTO") due to the Company's failure to
file by the prescribed filing deadlines its annual financial
statements for the year ending December 31, 2019, and the
accompanying Management’s Discussion and Analysis and
certifications, (the “Filings”).
Please refer to the Company’s press release of June 30, 2020 for
more details. The Company has been granted the Order to commence
the Private Placement as an exception to the FFCTO. The Company is
working with its auditors, Ernst & Young, to complete the
Filings, and anticipates that final approval and posting of the
Filings on www.sedar.com will be completed soon. Upon filing of the
Filings, the Company will apply to have the FFCTO fully revoked.
The Company expects that the FFCTO would be removed prior to the
expiration of the customary hold period for private placement
offerings that affect all issuers, in which case investors would
not be subject to any hold periods beyond what is expected for all
private placements.
Purpose of the Private
PlacementThe Company is raising funds in the Private
Placement primarily for the purpose of paying audit and accounting
fees that must be paid so that the Company can file its annual
financial statements for the year ending December 31, 2019 and the
accompanying Management’s Discussion and Analysis and related CEO
and CFO certifications (collectively, the “Annual
Filings”). Upon filing the Annual Filings, the
Company will apply to have the FFCTO revoked, so that trading in
the Company's shares on the TSXV will resume.
Additional net proceeds of the Private Placement
will be used for payment of legal fees, insurance premiums and
other general and administrative expenses. The proceeds of the
Private Placement will not be used for payments to any related
parties of the Company.
Additional Terms of the Private
PlacementThe Company will issue no more than 32,304,800
units in the Private Placement, with each unit consisting of one
common share and one-half of one common share purchase warrant in
the capital of the Company. Each full common share purchase warrant
will have an exercise price of $0.05, and a term of 24
months.
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 are not being 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.
All of the securities sold pursuant to the
Private Placement, (including any common shares issuable upon
exercise of the common share purchase warrants) will be subject to
a four month and a day hold period which will expire four months
and one day from the date of closing of the Private Placement.
Investor Information -
info@kalytera.coInvestors who are interested in
participating in the Private Placement should contact the Company
at: info@kalytera.co.
Each investor will be required to complete a
subscription agreement. Investors should indicate the amount of
their intended investment in either Canadian or U.S. dollars, as
well as the email address at which the Company should contact them
to provide further details regarding the Private Placement and
relevant transaction documentation. Interested investors should
consult with their financial and legal advisors with respect of the
Private Placement.
Salzman Group Acquisition The Company
previously announced that it has entered into a binding Letter of
Intent to acquire Salzman Group. In connection with the
acquisition of Salzman Group, the Company anticipates that it will
announce the following matters shortly after the Company's shares
resume trading:
- Initiation of a contemplated $1.5M private placement or debt
financing to provide 6-months working capital, which is a TSXV
requirement for close of Salzman Group acquisition
- Scheduling of a special meeting of shareholders to approve the
acquisition of Salzman Group
The Company confirms that there is no other
material information concerning the affairs of the Company that has
not been previously generally disclosed.
About Kalytera
TherapeuticsKalytera Therapeutics, Inc.
("Kalytera") is committed to developing new
treatments for a variety of diseases and disorders, by discovering,
developing, manufacturing and delivering innovative human
therapeutics. Kalytera focuses on areas of unmet medical need, and
leverages its expertise to find solutions that will improve health
outcomes and dramatically improve people's lives.
- 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 its product candidate pipeline,
planned clinical trials, regulatory approval prospects,
intellectual property objectives and other statements containing
the words "believes", "anticipates", "plans", "intends", "will",
"should", "expects", "continue", "estimate", "forecasts" and other
similar expressions. In particular, this press release contains
such forward-looking information regarding the acquisition of
Salzman Group, related or proposed research and development
activities of Kalytera, the Private Placement, the possibility of
getting a full revocation of the FFCTO or its timing to avoid any
effects on the hold period of securities issued to any investors of
the Private Placement, and each of the foregoing’s possible effects
on the business and operations of Kalytera. 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; acquisition of
Salzman Group might not be completed (including the Company not
receiving final acceptance for its completion) or completed on
terms currently disclosed; the Private Placement might not complete
or complete as currently planned, and any funds that may be raised
under it may be insufficient to carry out the activities for which
they are intended for or any other activity; and even if the
Private Placement fully completes as planned the proposed
activities for which they are intended for and any other activity
of the Company might not be completed as currently planned due to
economic, business and other factors, some of which are beyond the
control of the Company. 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.
With respect of Kalytera’s press release of May 19, 2020, readers
should read the disclaimers and other cautionary information in
that news release. 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 InformationRobert
Farrell President, CEO (888) 861-2008 info@kalytera.co
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