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ORIGINAL: Claritas Announces Commitments from Company’s Largest Shareholders to Vote for Approval of Share Consolidation
2021-06-10 07:15 ET - News Release
SAN FRANCISCO and TORONTO, June 10, 2021 (GLOBE NEWSWIRE) -- Claritas Pharmaceuticals, Inc. (TSX VENTURE EXCHANGE: CLAS and OTC: KALTF) (the “Company” or “Claritas”) today announced that it has received commitments from the Company’s two largest shareholders to vote in favor of the special resolution to affect a consolidation of the Company’s common shares. As previously announced, Claritas will hold its Annual General and Special Meeting of Shareholders on June 17, 2021 (the “Annual Meeting”) to consider and vote on several matters, including a special resolution authorizing the board of directors of the Company (the “Board”) to affect a consolidation of all of the Company’s issued and outstanding Common Shares on the basis of one post consolidation Common Share for up to 20 pre-consolidation Common Shares (the “Consolidation”).
The Annual Meeting will be held virtually via webcast at https://virtual-meetings.tsxtrust.com/1148 at 2:30 PM EDT. Claritas shareholders of record as of the close of business on April 28, 2021 will be entitled to vote at the Annual Meeting.
Purpose of the Consolidation
The Board believes it is in the best interests of the Company to reduce the number of issued and outstanding Common Shares by way of the Consolidation. The potential benefits of the Consolidation include:
- Greater investor interest – a higher post-Consolidation Common Share price could help generate interest in the Company among certain investors. In particular, a higher anticipated Common Share price may meet investing criteria for certain institutional investors and investment funds that may be prevented under their investing guidelines from otherwise investing in the Common Shares at current price levels;
- Compliance with exchange pricing policies – the policies of the TSXV generally require special approval for issuances of Common Shares at a price less than C$0.05 per share, and a share consolidation may allow the Company to complete financings (or to issue Common Shares in consideration for services) in the future without requiring exemptive relief from the TSXV in respect of the pricing of Common Shares in any such transactions;
- Improved trading liquidity – an increased interest from investors may ultimately improve the trading liquidity of the Common Shares; and
- Reduced price volatility – an anticipated higher post-Consolidation Common Share price could result in less volatility in the price of the Common Shares.
“We are pleased to have the support of our two largest shareholders, who together control more than 20% of the shares entitled to vote at the Meeting, and who have committed to vote in favor of the Consolidation,” stated Robert Farrell, Claritas’ President and CEO. “We are reaching out to other shareholders, and we expect that the majority of our large shareholders will make similar commitments.”
Mr. Farrell went on to say, “By early next month we expect to receive a tax refund from the Australian Tax Office of approximately AUD $900,000. Proceeds from the tax refund will be used to initiate the Phase 1 study of R-107, our liquid, nitric oxide-releasing compound, with CMAX in Adelaide, Australia. At a later date, the Company may also seek additional financing from institutional investors and investment funds for the planned Phase 2 clinical studies of R-107 in pulmonary arterial hypertension (“PAH”), vaccine-resistant COVID-19, and sepsis. Shareholder approval of the Consolidation will enable an additional financing with institutional investors and investment funds that are unable to invest at current share price levels. I therefore urge all shareholders to vote in favor of the Consolidation.”
About Claritas Pharmaceuticals
Claritas Pharmaceuticals, Inc. is a clinical stage biopharmaceutical company focused on developing and commercializing therapies for patients with significant unmet medical needs. Claritas focuses on areas of unmet medical need, and leverages its expertise to find solutions that will improve health outcomes and dramatically improve people's lives.