NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, July 20, 2021 (GLOBE NEWSWIRE) -- Spectral Medical Inc. (TSX: EDT) (“Spectral” or the “Company”) is pleased to announce the launch of a proposed overnight marketed public offering of units of the Company (the “Units”) of up to $10 million (the “Offering”). The Offering will be conducted by a syndicate of underwriters led by Paradigm Capital Inc. (the “Lead Underwriter”) and including A.G.P./Alliance Global Partners (together, the “Underwriters”).
Each Unit will consist of one common share of the Company (a “Common Share”) and one-half (½) of one Common Share purchase warrant of the Company (each whole Common Share purchase warrant, a “Warrant”), with each Warrant entitling the holder thereof to acquire one Common Share (a “Warrant Share”) for a period of 36 months following the closing of the Offering. The definitive size of the Offering, issue price per Unit and exercise price of each Warrant will be determined in the context of the market.
The Company has also agreed to grant the Underwriters an over-allotment option (the “Over-Allotment Option”) to offer for sale up to an additional number of Units equal to 15% of the Offering, to cover over-allotments, if any, and for market stabilization purposes. The Over-Allotment Option will be exercisable in whole or in part, at the sole discretion of the Underwriters, at any time, and from time to time, for a period of 30 days from and including the closing date of the Offering and shall be exercisable for additional Units, Warrants and/or Common Shares (or any combination thereof).
The Company intends to use the net proceeds from the Offering for its Phase III registration trial for its PMX treatment for endotoxemic septic shock, patient enrolment into the DIMI usability trial, product development and regulatory approval for the DIMI device, an observational study in support of Tigris, and for general corporate and working capital purposes.
The Offering will be conducted by way of a prospectus supplement (the “Prospectus Supplement”) to the Company’s short-form base shelf prospectus dated July 3rd, 2020 (the “Base Prospectus”, and together with the Prospectus Supplement, the “Prospectus”) in each of the provinces of Canada, other than Qubec (collectively, the “Jurisdictions”). It is expected that the Company and the Underwriters will enter into a definitive underwriting agreement and file the Prospectus Supplement following pricing of the Offering.
The Units will be offered for sale in the Jurisdictions pursuant to the Prospectus. The Units may also be offered for sale in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable state securities laws, as well as other jurisdictions outside of Canada and the United States as the Company and Underwriters may agree, on an exempt basis in accordance with applicable securities laws.
The closing of the Offering will be subject to certain customary conditions, including but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock Exchange (the “TSX”).
This press release does not constitute an offer to sell or a solicitation of an offer to buy the Units in any jurisdiction, nor will there be any offer or sale of the Units in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Units have not and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and therefore will not be offered or sold within the United States except pursuant to applicable exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.