News Claritas Announces New Registered and Records Office Address, Confirms its Management and Directors and Announces Terms of Initial Tranche of Equity Financing with Alumina Partners
SAN FRANCISCO, CA and TORONTO, ON, Jan. 17, 2022 (GLOBE NEWSWIRE) -- Claritas Pharmaceuticals, Inc. (TSX VENTURE: CLAS and OTC: KALTF) (the "Company" or "Claritas") today announced the Company’s new registered and records office address, confirmed its management and Board of Directors and announced the terms of the initial tranche of equity financing that the company will receive under its equity financing agreement with Alumina Partners (Ontario) Ltd. (“Alumina”)
The Company’s new registered and records office for corporate registry purposes is located at 5728 East Blvd., Vancouver, BC, V6M 4M4, Canada. The Company’s head office continues to be located at 4040 Civic Center Drive, Suite 200, San Rafael, California, 94903, USA. The company’s current board of directors is comprised of Robert Farrell, J.D. (Chairman), Perenlei Enkhbaatar, M.D., PhD., FAHA and Prof. Salvatore Cuzzocrea, Ph.D. The Company’s current management team is comprised of Robert Farrell, J.D. (CEO) and Victoria Rudman (CFO).
On January 12, 2022, the Company announced that it had entered into an agreement (the “Agreement”) with Alumina, an affiliate of Alumina Partners, LLC, a New York based private equity firm, under which Alumina will provide, at the option of the Company, up to $5 million in equity financing over a period of 2-years. Under the Agreement, Claritas may draw down, at its option and subject to certain conditions, cash tranches of up to $250,000 each. Each such tranche shall be a private placement of units, comprised of one common share and one common share purchase warrant. The units will be issued at a discount of 15% to 25% from the closing market price of the Company’s shares on the TSX Venture Exchange (the “TSXV”) on the date on which the price for each such tranche is reserved (the “Market Price”), and the exercise price of the warrants will be at a 25% premium over such Market Price.
“The advantage of this transaction structure is that the Company will not take down the entire $5 million at this time, while our share price is low, and the Company is undervalued. Rather, in order to minimize shareholder dilution, we will only judiciously access this financing facility over time as funds are required. If, as expected, our share price and valuation appreciates as our drug development milestones are met, we will be issuing fewer shares and warrants per dollar of funding accessed under this facility,” stated Robert Farrell, J.D., the Company’s President and CEO.
The initial tranche of funds that the Company has requested under the Agreement is CAD $150,000. At the time this tranche was requested the Market Price for the Company’s shares was CAD $0.15. As consideration for this CAD $150,000 initial tranche of funds, the Company will issue to Alumina 1,333,333 units, comprised of one common share and one common share purchase warrant (“Units”). Subject to TSXV approval, these Units will be issued to Alumina at an effective price of CAD $0.1125, which is a 25% discount to such Market Price. In accordance with the terms of the Agreement, the exercise price of
the warrants that will be issued to Alumina will be at a 25% premium over such Market Price, which is an effective exercise price of $0.1875. Under the terms of the Agreement, the Company may, at its option, at any time after the expiration of four months and 1-day from the date on which such warrants are issued, call for the exercise of such warrants by Alumina if the 20-day volume-weighted average closing price of the Company’s common shares on the TSXV is equal to or in excess of CAD $0.375, which is an effective 100% premium over the exercise price of such warrants.
The Company’s principal intended use for the proceeds from the initial tranche of funds that will be received from Alumina is for payment of remaining costs of the Company’s Phase 1 clinical study of R-107, which study the Company expects to complete during Q1 this year.
“Due to the fact that the Market Price for the initial tranche of funds we requested under the Agreement with Alumina was CAD $0.15, we did not request the maximum CAD $250,000 amount of funding available under the Agreement on a per tranche basis. Instead, we requested only CAD $150,000, which was the amount we needed for current payments due for the costs of the Phase 1 clinical study. Future tranches should be priced based on significantly higher Market Prices that we expect to see as our drug development milestones are met,” stated Mr. Farrell.