Spectral Medical Inc. Announces Upsizing of Previously Announced Bought Deal Convertible Note Financing to C$5.5M
22 August 2023 - 1:00PM
Spectral Medical Inc. (TSX: EDT) (the “
Company” or
“
Spectral”), is pleased to announce that in
connection with its previously announced bought deal private
placement financing (the “
Offering”), the Company
and Paradigm Capital Inc. (the “
Underwriter”),
have agreed to increase the size of the Offering. The Company now
intends to issue 9% convertible notes of the Company (the
“
Convertible Notes”) at a price of US$1,000 per
Convertible Note for total gross proceeds of approximately
C$5,500,000 (the “
Amended Offering”).
In addition, the Company has granted the
Underwriter an option to sell up to that number of additional
Convertible Notes equal to 15% of the Amended Offering, which
option shall be exercisable in whole or in part at any time, 48
hours prior to the Closing Date (as defined below).
The net proceeds from the Amended Offering are
expected to be primarily used by the Company on its Phase III
registration trial (Tigris) for its PMX treatment for endotoxemic
septic shock and for general corporate and working capital
purposes.
The Amended Offering is expected to close on or
about August 30, 2023 (the “Closing Date”) and
will be subject to regulatory approvals and customary closing
conditions, including listing of the common shares issuable upon
conversion of the Notes on the Toronto Stock Exchange.
The securities have not been, and will not be,
registered under the United States 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 without registration under the U.S. Securities Act and all
applicable state securities laws or compliance with the
requirements of an applicable exemption therefrom. This press
release does not constitute an offer to sell or the solicitation of
an offer to buy securities in the United States, nor may there be
any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
About Spectral Medical Inc.
Spectral is a Phase 3 company seeking U.S. FDA
approval for its unique product for the treatment of patients with
septic shock, Toraymyxin™ (“PMX”). PMX is a therapeutic
hemoperfusion device that removes endotoxin, which can cause
sepsis, from the bloodstream and is guided by the Company’s
Endotoxin Activity Assay (EAA™), the only FDA cleared diagnostic
for the risk of developing sepsis.
PMX is approved for therapeutic use in Japan and
Europe, and has been used safely and effectively on more than
340,000 patients to date. In March 2009, Spectral obtained the
exclusive development and commercial rights in the U.S. for PMX,
and in November 2010, signed an exclusive distribution agreement
for this product in Canada. In July 2022, the U.S. FDA granted
Breakthrough Device Designation for PMX for the treatment of
endotoxemic septic shock. Approximately 330,000 patients are
diagnosed with septic shock in North America each year.
Spectral is listed on the Toronto Stock Exchange
under the symbol EDT. For more information please visit
www.spectraldx.com.
Forward-looking Information Cautionary
Statement
Information in this news release that is not
current or historical factual information may constitute
forward-looking information within the meaning of securities laws.
Implicit in this information, particularly in respect of the future
outlook of Spectral and anticipated events or results, are
assumptions based on beliefs of Spectral's senior management as
well as information currently available to it. While these
assumptions were considered reasonable by Spectral at the time of
preparation, they may prove to be incorrect. Readers are cautioned
that actual results are subject to a number of risks and
uncertainties, including the company’s ability to raise capital and
the availability of funds and resources to pursue R&D projects,
the recruitment of additional clinical trial sites, the rate of
patient enrollment, the successful and timely completion of
clinical studies, the success of Baxter’s commercialization
efforts, the ability of Spectral to take advantage of business
opportunities in the biomedical industry, the granting of necessary
approvals by regulatory authorities as well as general economic,
market and business conditions, and could differ materially from
what is currently expected.
Risks and other factors that could cause actual
results or events to differ materially from current expectations
with respect to the Amended Offering include, but are not limited
to, the risk of unforeseen delays in the completion of the Amended
Offering whether as a result of market conditions or otherwise, the
failure of the Company to obtain the requisite regulatory approvals
for the Amended Offering and the inability of the Company to
satisfy all conditions to the completion of the Amended Offering
(if at all). There can be no assurance that the Amended Offering
will be completed. Actual results could differ materially from what
is currently expected, and readers are cautioned not to place undue
reliance on these forward-looking statements. Except as required by
law, the Company disclaims any obligation to update or revise any
forward-looking statements. Reference is also made to the other
risks and uncertainties that may affect the Company which are more
fully described in the Company’s Annual Information Form dated
March 24, 2023, and other filings of Spectral with the securities
regulatory authorities which are available at
www.sedarplus.com.
The TSX has not reviewed and does not accept
responsibility for the adequacy or accuracy of this statement.
For further information, please contact:
Blair McInnis Chief Financial Officer Spectral
Medical Inc. 416-626-3233 bmcinnis@spectraldx.com
Ali MahdaviCapital Markets & Investor
RelationsSpinnaker Capital Markets Inc.
416-962-3300am@spinnakercmi.com
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