TORONTO and DALLAS, Oct. 10,
2024 /CNW/ - Perimeter Medical Imaging AI, Inc.
(TSXV: PINK) (OTC: PYNKF) ("Perimeter" or the "Company"), a
commercial-stage medical technology company, is pleased to announce
the second and final closing (the "Second Closing") of its
non-brokered private placement of common shares in the capital of
the Company ("Common Shares") announced on September 10, 2024 (the "Offering").
Under the Second Closing, the Company issued 4,846,501 Common
Shares at a price of $0.42 per Common
Share, for gross proceeds of $2,035,530. On September
30, 2024, the Company announced the initial closing of the
Offering with proceeds of $9,857,636.
In total, the Company has issued 28,317,061 Common Shares for
aggregate gross proceeds of $11,893,166. All dollar figures are quoted in
Canadian dollars.
The net proceeds of the Offering 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.
The securities issued pursuant to the Offering will be subject
to a hold period of four months plus a day.
In connection with the Second Closing, the Company paid finder's
fees to certain arm's length finders, consisting of a cash fee
equal to $53,285 in the
aggregate.
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.
In addition to insider participation in the initial closing
announced on September 30, 2024, with
respect to the Second Closing, Adrian
Mendes, the Chief Executive Officer of the Company,
purchased a total of 321,750 Common Shares under the Offering, and
Suzanne Foster, a director of the
Company, purchased a total of 70,000 Common Shares under the
Offering. The placement to such persons constituted 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 had 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, statements regarding the use of proceeds of the
Offering 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.
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.
