TORONTO and DALLAS, Sept. 10,
2024 /CNW/ - Perimeter Medical Imaging AI, Inc.
(TSXV: PINK) (OTC: PYNKF) ("Perimeter" or the "Company"), a
commercial-stage medical technology company, today announced that
it is undertaking a non-brokered private placement of up to
32,175,032 common shares in the capital of the Company ("Common
Shares") at a price of $0.42 per
Common Share, for aggregate gross proceeds of up to approximately
$13.5 million (the "Offering"). All
dollar figures are quoted in Canadian dollars.
In connection with the Offering, the Company has entered into
binding subscription agreements with certain existing institutional
and accredited investors, including its single largest shareholder,
SC Master Holdings LLC ("Social Capital"), representing expected
subscription proceeds totaling approximately $9.7 million. Related to the investment by Social
Capital in the Company, conditional upon the closing of the
Offering, the parties have agreed to enter into an amendment to
their Investor Rights Agreement, pursuant to which Social Capital
will be provided with the right, subject to certain ownership
thresholds, to nominate up to two (2) individuals for appointment
to the board of directors of the Company.
The closing of the Offering, which is subject to the
satisfaction or waiver of a number of customary closing conditions,
including the approval of the TSX Venture Exchange ("TSXV"), is
expected to take place on or around September 20, 2024. The Company is in discussions
with other potential investors and may complete one or more
additional closings of the Offering for aggregate gross proceeds,
when combined with the first closing of the Offering, of up to
approximately $13.5 million.
Perimeter intends to use the proceeds of the Offering for
working capital, commercialization of its technology, clinical
studies, the further development of its technology, and general
corporate purposes.
The securities issued pursuant to Offering will be subject to a
hold period of four months plus a day. In connection with the
Offering, the Company may pay cash commissions and or finder's fees
to certain finders in respect of subscriptions received from
certain investors in connection with the Offering, subject to
entering into customary arrangements with such finders and subject
to the approval of the TSXV. Further information with respect to
any such commissions or fees will be provided at the time of the
closing, or of the closing of any additional tranches of the
Offering.
The Common Shares shall be offered and sold (i) to investors in
Canada on a private placement
basis; (ii) to accredited investors in the United States pursuant to available
private placement exemptions; (iii) to investors residing in
jurisdictions outside of Canada
and the United States, in each
case in accordance with all applicable laws; provided that no
prospectus, registration statement or similar document is required
to be filed in such foreign jurisdiction.
The Common Shares 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 may not be
offered or sold in the United
States absent registration or an available exemption from
the registration requirements of the U.S. Securities Act and
applicable U.S. state securities laws. 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 referenced in this
press release, in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Social Capital, a control person of the Company has entered into
a binding subscription agreement to purchase a total of 14,507,453
Common Shares under the Offering. The placement to such person will
constitute a "related party transaction" within the meaning of TSX
Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special Transactions
("MI 61-101"). The Company has relied on exemptions from the formal
valuation and minority shareholder approval requirements of MI
61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in
respect of related party participation in the placement as neither
the fair market value (as determined under MI 61-101) of the
subject matter of, nor the fair market value of the consideration
for, the transaction, insofar as it involved the related parties,
exceeded 25% of the Company's market capitalization (as determined
under MI 61-101). The Company has not filed a material change
report more than 21 days before the expected closing of the
Offering as the details of the Offering and the participants
thereof have not yet been finalized.
About Perimeter Medical Imaging AI, Inc.
Based in Toronto, Canada and
Dallas, Texas, Perimeter Medical
Imaging AI (TSX-V: PINK) (OTC: PYNKF) is a medical technology
company driven to transform cancer surgery with
ultra-high-resolution, real-time, advanced imaging tools to address
areas of high unmet medical need. Available across the U.S., our
FDA-cleared Perimeter S-Series OCT system provides real-time,
cross-sectional visualization of excised tissues at the cellular
level. The breakthrough-device-designated investigational Perimeter
B-Series OCT with ImgAssist AI represents our next-generation
artificial intelligence technology that is currently being
evaluated in a pivotal clinical trial, with support from a grant of
up to US$7.4 million awarded by the
Cancer Prevention and Research Institute of Texas. The company's ticker symbol "PINK" is a
reference to the pink ribbons used during Breast Cancer Awareness
Month.
Perimeter B-Series OCT is limited by U.S. law to
investigational use and not available for sale in the United States. Perimeter S-Series OCT has
510(k) clearance under a general indication and has not been
evaluated by the U.S. FDA specifically for use in breast tissue,
breast cancer, other types of cancer, margin evaluation, and
reducing re-excision rates. The safety and effectiveness of these
uses has not been established. For more information, please
visit www.perimetermed.com/disclosures.
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 expected size of the
Offering, the use of proceeds of the Offering, the jurisdictions in
which the Common Shares will be offered or sold, the number of
Common Shares offered or sold, the ability of Perimeter to close
the Offering on terms announced (if at all), the timing and ability
of Perimeter to satisfy the customary listing conditions of the TSX
Venture Exchange (if at all) and the benefits expected from the use
of proceeds are 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 significant medical,
scientific, business, economic, competitive, political, and social
uncertainties and contingencies. In making forward-looking
statements, Perimeter may make various material assumptions,
including but not limited to (i) the accuracy of Perimeter's
financial projections; (ii) obtaining positive results from trials;
(iii) obtaining necessary regulatory approvals; and (iv) general
business, market, and economic conditions. 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, 2023, which is available on
Perimeter's SEDAR+ profile at https://www.sedarplus.ca, 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.
For more information about the Offering, please
contact:
Tim Williams
Institutional Relations
Direct: 416-953-6630
timwilliams@perimetermed.com
Contacts
Stephen Kilmer
Investor Relations
Direct: 647-872-4849
Email: skilmer@perimetermed.com
Adrian Mendes
Chief Executive Officer
Toll-free: 888-988-7465 (PINK)
Email: investors@perimetermed.com
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SOURCE Perimeter Medical Imaging AI Inc.
