Kalytera Therapeutics, Inc. (TSX VENTURE: KLY and OTC: KALTF) (the
"
Company" or "
Kalytera")
announced today that on and effective July 22, 2020 it has closed
in escrow its previously announced non-brokered private placement
(the
“Private Placement”) of units comprised of
common shares (“
Shares”) and one half common share
purchase warrants (“
Warrants”) in the capital of
the Company in the amount of gross proceeds of $317,970.49 from the
issuance of 21,198,033 Shares and 10,599,017 Warrants.
Each unit had a purchase price of $0.015 per unit. Each full
common share purchase warrant will have an exercise price of CDN
$0.05, and a term of 24 months. At any time on or after the date
that is 4 months from the closing date, if the daily volume
weighted average trading price of the common shares on the TSX
Venture Exchange (the “TSXV”) equals or exceeds
$0.10 CAD for a period of at least 10 consecutive trading days, the
Company shall be entitled to accelerate the expiration date of the
Warrants to the date that is 30 days from the date that notice of
such acceleration is given. From and after the new accelerated
expiration date, no Warrant may be exercised, and all unexercised
Warrants shall be void. The securities offered have not been,
and will not be, registered under the U.S. Securities Act of 1933,
as amended or any U.S. state securities laws, and any securities
issued to US Persons are restricted securities subject to an
indefinite hold period unless traded in compliance with applicable
exemptions. US investors should contact the Company for more
details and discuss applicable exemptions with their legal or
financial advisor(s).
The Private Placement is subject to the final acceptance of the
TSX Venture Exchange, and all securities issued pursuant to the
placement are subject to a four-month and one-day hold period in
compliance with Canadian securities laws.
The company is paying a cash commission of 8% of the gross
proceeds raised and closed in respect of the offering to Echelon
Wealth Partners Inc. with respect of the funds raised by it, and
broker’s warrants to this finder, exercisable within 30 months
following the relevant closing date, to acquire in aggregate that
number of common shares which is equal to 8% of the number of units
sold under the offering with respect of the funds raised by it,
which warrants expiry 30 months from issuance (closing date of July
22, 2020) and are exercisable at $0.05 per warrant. With
respect of the Private Placement, Echelon Wealth Partners Inc. is
receiving a cash finder fee of $20,000.04 and 1,333,336 broker
warrants. Except for the mentioned commission and warrants to
Echelon Wealth Partners Inc., no bonus, finder’s fee, commission,
agent’s option, or similar compensation, whether in cash or
securities, has been paid or is payable in connection with the
Private Placement.
The proceeds from the placement will be used to pay audit and
accounting fees, insurance premiums and other general and
administrative expenses, subject to agreements with creditors.
Trading Halt
On 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
Placement
The funds that have been raised in the Private
Placement will be used 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.
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, as previously
disclosed
- Scheduling of a special meeting of shareholders to approve the
acquisition of Salzman Group, as previously disclosed
About Kalytera Therapeutics
Kalytera 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
Kalytera Therapeutics (TSXV:KLY)
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