Filed by Rosecliff Acquisition Corp I
Pursuant to Rule 425 under the Securities
Act of 1933, and
deemed filed pursuant to Rule 14a-12
under the
Securities Exchange Act of 1934
Subject Company: Rosecliff Acquisition
Corp I
Commission File No.: 001-40058
Date: April 18, 2023
18 April 2023
Spectral MD Holdings, Ltd
(“Spectral MD”
or the “Company”)
$4.0 Million Grant Award from the Medical Technology
Enterprise Consortium
Non-Dilutive
Funding to Accelerate Development of Artificial Intelligence Driven Handheld DeepView®
LONDON, U.K.
AND DALLAS, TX, U.S – Spectral MD Holdings, Ltd. (AIM: SMD), an artificial intelligence (AI) company focused on medical
diagnostics for faster and more accurate treatment decisions in wound care, announces today that it has received a $4 million award from
the Medical Technology Enterprise Consortium (MTEC). The MTEC is a 501(c)(3) biomedical consortium collaborating with the U.S. Army Medical
Material Development Activity (USAMMDA). This award will provide non-dilutive funding to support military battlefield burn evaluation
via a handheld DeepView®, DeepView SnapShot M.
The funding will build upon work performed initially
under an award of $1.1 million from the U.S. Department of Defense and will support the continued development of a fully portable device.
The handheld DeepView SnapShot M would enable injuries to be triaged quickly and accurately on the battlefield so that those with more
severe burn injuries can be prioritized for evacuation. The development of the handheld device closely aligns with MTEC’s mission
of facilitating prototype advancement of technologies that protect, treat, and optimize the health and performance of U.S. military service
personnel.
“The unpredictability of severe burn
injuries designates this wound type as a complex critical care problem in both military and civilian populations. Military conflict zones
are often in remote locations, meaning that an accurate and immediate burn assessment is paramount for effective treatment and appropriate
intervention,” remarked Dr. Lauren Palestrini, Ph.D., MTEC Chief Scientific Officer. “Developing
the DeepView SnapShot M for remote applications enables medical providers to accurately inform triage, evacuation, and resourcing decisions,
contributing to reduced surgical burden, and soldier return-to-duty.”
“We are honored to receive this award
to support the military with the continued development of our DeepView® technology, taking overall non-dilutive government funding
commitments received to nearly $130 million,” commented Wensheng Fan, CEO of Spectral MD. “This funding will
further Spectral MD’s innovation within the burn indication and support the continued development of our handheld digital burn assessment
tool. We look forward to partnering with MTEC to advance our AI-driven diagnostic technology as we work toward FDA submission for the
burn indication. Ultimately, we anticipate that our DeepView SnapShot M will transform wound care in many limited-access areas, including
first responder, disaster preparedness and acute care emergency settings.”
The views expressed in this news release/article
are those of the authors and may not reflect the official policy or position of the U.S. Department of the Army, U.S. Department of Defense,
or the U.S. Government.
About Spectral MD
Spectral MD is a predictive AI company focused
on medical diagnostics for faster and more accurate treatment decisions in wound care for burn, DFU, and future clinical applications.
At Spectral MD, we are a dedicated team of forward-thinkers striving to revolutionize the management of wound care by “Seeing the
Unknown”® with our DeepView® Wound Diagnostics System. The Company’s
DeepView® platform is the only predictive diagnostic device that offers clinicians an objective and immediate assessment of a wound’s
healing potential prior to treatment or other medical intervention. With algorithm-driven results that substantially exceed the current
standard of care, Spectral MD’s diagnostic platform is expected to provide faster and more accurate treatment insight, significantly
improving patient care and clinical outcomes. For more information, visit the Company at: www.spectralmd.com.
As announced on April 11, 2023, Spectral MD Holdings
has entered into a business combination agreement to combine with Rosecliff Acquisition Corp I
(“Rosecliff”, Nasdaq: RCLF), a special purpose acquisition company listed on Nasdaq.
About U.S. Army Medical Research and Development
Command
The U.S. Army Medical Research and Development
Command is the Army’s medical materiel developer, with responsibility for medical research, development, and acquisition. USAMRDC produces
medical solutions for the battlefield with a focus on various areas of biomedical research, including military infectious diseases, combat
casualty care, military operational medicine, medical, chemical, and biological defense. https://mrdc.amedd.army.mil/
About MTEC
The Medical Technology Enterprise Consortium is
a 501(c)(3) biomedical technology consortium that is internationally dispersed, collaborating with multiple government agencies under
a 10-year renewable Other Transaction Agreement with the U.S. Army Medical Research and Development Command. The consortium focuses on
the development of medical solutions that protect, treat, and optimize the health and performance of U.S. service members and civilians.
To find out more about MTEC, visit mtec-sc.org.
About USAMMDA
The U.S. Army Medical Materiel Development Activity
is a subordinate command of the U.S. Army Medical Research and Development Command, under the Army Futures Command. As the premier developer
of world-class military medical capabilities, USAMMDA is responsible for developing and delivering critical products designed to protect
and preserve the lives of Warfighters across the globe. These products include drugs, vaccines, biologics, devices, and medical support
equipment intended to maximize survival of casualties on the battlefield.
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement
is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms
part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“MAR”). Upon the publication of this announcement
via Regulatory Information Service (“RIS”), this inside information is now considered to be in the public domain.
For further information please contact:
Spectral MD Holdings, Ltd. |
|
Christine Marks
VP of Marketing and Commercialization |
IR@Spectralmd.com |
|
|
SP Angel Corporate Finance LLP (NOMAD and Joint Broker for Spectral MD) |
|
Stuart Gledhill / Harry Davies-Ball (Corporate Finance)
Vadim Alexandre / Rob Rees (Sales & Broking) |
Tel: +44 (0)20 3470 0470 |
|
|
The Equity Group Inc. (US Investor Relations) |
|
Devin Sullivan |
dsullivan@equityny.com
Tel: 212-836-9608 |
|
|
Walbrook PR Ltd (UK Media & Investor Relations) |
|
Paul McManus / Louis Ashe-Jepson /Alice Woodings |
spectralMD@walbrookpr.com
Tel: +44 (0)20 7933 8780 |
Additional Information and Where to Find It
This press
release is provided for informational purposes only and contains information with respect to a proposed business combination among Spectral
MD, Rosecliff, Ghost Merger Sub I Inc., a wholly-owned subsidiary of Rosecliff, and Ghost Merger Sub II LLC, a wholly-owned subsidiary
of Rosecliff (the “Transaction”). In connection with the proposed Transaction, Rosecliff intends to file with the U.S. Securities
and Exchange Commission (the “SEC”) a registration statement on Form S-4, which will include a proxy statement to be sent to
Rosecliff stockholders and a prospectus for the registration of Rosecliff securities in connection with the proposed Transaction (as amended
from time to time, the “Registration Statement”). A full description of the proposed Transaction is expected to be provided
in the Registration Statement filed by Rosecliff with the SEC. Rosecliff’s stockholders, investors and other interested persons are advised
to read, when available, the Registration Statement as well as other documents filed with the SEC, as these documents will contain important
information about Rosecliff, Spectral MD, and the proposed Transaction. If and when the Registration Statement is declared effective by
the SEC, the proxy statement/prospectus and other relevant documents for the proposed Transaction will be mailed to stockholders of Rosecliff
as of a record date to be established for voting on the proposed Transaction. Rosecliff investors and stockholders will also be able to
obtain copies of the proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website
at www.sec.gov.
Participants
in the Solicitation
Rosecliff,
Spectral MD and certain of their respective directors, executive officers, other members of management and employees may, under SEC rules,
be deemed participants in the solicitation of proxies from Rosecliff’s stockholders with respect to the proposed Transaction. Investors
and security holders may obtain more detailed information regarding the names and interests in the proposed Transaction of Rosecliff’s
directors and officers in Rosecliff’s filings with the SEC, including, when filed with the SEC, the preliminary proxy statement and the
amendments thereto, the definitive proxy statement, and other documents filed with the SEC, including the Registration Statement, when
available. Such information with respect to Spectral MD’s directors and executive officers will also be included in the proxy statement.
No Offer
or Solicitation
This press
release and the information contained herein do not constitute (i) (a) a solicitation of a proxy, consent or authorization with respect
to any securities or in respect of the proposed Transaction or (b) an offer to sell or the solicitation of an offer to buy any security,
commodity or instrument or related derivative, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation
or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction or (ii) an offer
or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity
with respect to any transaction, or commit capital, or to participate in any trading strategies. No offer of securities in the United
States or to or for the account or benefit of U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933 (the “Securities
Act”)) shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption
therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption
under the Securities Act.
Forward
Looking Statements
This press
release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. This includes,
without limitation, all statements regarding (i) the proposed Transaction, including statements regarding anticipated timing of the proposed
Transaction, (ii) the use of the MTEC award, (iii) the use of the current award, (iv) development of DeepView® technology and
tools, (v) transformation of wound care in limited-access areas, (vi) innovation within burn indication, and (vii) the continued partnership
with MTEC. Generally, statements that are not historical facts, including statements concerning
our possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements
may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,”
“forecasts,” “may,” “will,” “should,” “seeks,” “plans,” “scheduled,”
“anticipates” or “intends” or similar expressions. Such forward-looking statements involve risks and uncertainties
that may cause actual events, results or performance to differ materially from those indicated by such statements. These forward-looking
statements are expressed in good faith, and Rosecliff and Spectral MD believe there is a reasonable basis for them. However, there can
be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking
statements speak only as of the date they are made, and neither Rosecliff nor Spectral MD is under any obligation, and expressly disclaim
any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events
or otherwise, except as required by law.
Forward-looking
statements are inherently subject to risks, uncertainties and assumptions. In addition to risk factors previously disclosed in Rosecliff’s
reports filed with the SEC and those identified elsewhere in this press release, the following factors, among others, could cause actual
results to differ materially from forward-looking statements or historical performance: (i) risks associated with product development
and regulatory review, including the time, expense and uncertainty of obtaining clearance, approval or De Novo classification for Spectral
MD’s DeepView technology, (ii) Spectral MD’s ability to obtain additional funding when needed and its dependence on government
funding, (iii) expectations regarding Spectral MD’s strategies and future financial performance, including its future business plans
or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses,
market trends, liquidity, cash flows and uses of cash, capital expenditures, and Spectral MD’s ability to invest in growth initiatives
and pursue acquisition opportunities; (iv) the risk that the proposed Transaction may not be completed in a timely manner at all, which
may adversely affect the price of Rosecliff’s securities; (v) the failure to satisfy the conditions to the consummation of the proposed
Transaction, including the adoption of the business combination agreement by the stockholders of Rosecliff and the shareholders of Spectral
MD, and the receipt of certain governmental and regulatory approvals; (vi) the lack of third party valuation in determining whether or
not to pursue the proposed Transaction; (vii) the ability to regain compliance with Nasdaq Capital Market listing requirements and
to maintain listing, or for the Combined Company to be listed, on the Nasdaq Capital Market; (viii) the occurrence of any event,
change or other circumstances that could give rise to the termination of the business combination agreement; (ix) the outcome of any legal
proceedings that may be instituted against Rosecliff or Spectral MD following announcement of the proposed Transaction; (x) the inability
to complete the proposed Transaction due to, among other things, the failure to obtain Rosecliff stockholder approval on the expected
terms and schedule and the risk that regulatory approvals required for the proposed Transaction are not obtained or are obtained subject
to conditions that are not anticipated; (xi) the risk that the proposed Transaction may not be completed by Rosecliff’s business
combination deadline and the potential failure to obtain an extension of the business combination deadline; (xii) the effect of the announcement
or pendency of the proposed Transaction on Spectral MD’s business relationships, operating results, and business generally; (xiii)
volatility in the price of Rosecliff’s securities due to a variety of factors, including changes in the competitive and regulated
industries in which Rosecliff plans to operate or Spectral MD operates, variations in operating performance across competitors, changes
in laws and regulations affecting Rosecliff’s or Spectral MD’s business, Spectral MD’s inability to implement its business
plan or meet or exceed its financial projections and changes in the combined capital structure; (xiv) Rosecliff’s ability to raise
capital as needed; (xv) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed
Transaction and identify and realize additional opportunities; (xvi) the risk that the announcement and consummation of the proposed Transaction
disrupts Spectral MD’s current operations and future plans; (xvii) the ability to recognize the anticipated benefits of the proposed
Transaction; (xviii) unexpected costs related to the proposed Transaction; (xix) the amount of any redemptions by existing holders of
the Rosecliff common stock being greater than expected; (xx) limited liquidity and trading of Rosecliff’s securities; (xxi) geopolitical
risk and changes in applicable laws or regulations; (xxii) the possibility that Rosecliff and/or Spectral MD may be adversely affected
by other economic, business, and/or competitive factors; (xxiii) operational risk; and (xxiv) changes in general economic conditions,
including as a result of the COVID-19 pandemic. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the “Risk Factors” sections of the Rosecliff’s Annual Report
on Form 10-K, Quarterly Reports on Form 10-Q, and the other documents filed by Rosecliff from time to time with the SEC. These filings
identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those
contained in the forward-looking statements.
Readers
are cautioned not to put undue reliance on forward-looking statements, and neither Rosecliff nor Spectral MD assumes any obligation and
do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise,
except as required by securities and other applicable laws. Neither Rosecliff nor Spectral MC gives any assurance that it will achieve
its expectations.
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