Spectral Medical Inc T.EDT

All Spectral Investors- Step 2

[hmmmmmmmm]

As we clearly cannot trust what Spectral management and the BOD will do, we must also notify regulators. This is very important. Spectra is standing on a very slippery slope and Investors speaking up loudly and could stop any foul play in it's tracks.

Please email the message below (or similar) to the regulator's addresses below.

Thanks again, this is the moment to fight if we are going to protect our investment. Step 3 coming...
Also if anyone has other Spectral Management/ BOD or Oversight emails- please post.

-----

Spectral Medical (EDT.TO) released an anonymous statement to investors (#1 below) stating they have no intention of filing a Material Change Report (Form 51-102F3) for the Material Change that they announced on Dec 13th (#2 below). 

 

In the December 13th release Spectral stated that they had given up Majority control of DIMI and SAMI two dialysis machines they had been developing for years, and that they had traded away FDA approvals for those same machines. These are two very valuable assets to the company that Investors had been funding for years. 

They stated that these assets were given to I-Dialco a company that cannot be identified, and they are refusing to disclose in a Material Change Report any details on the return or future of these valuable Investor’s assets.

 

As Investors we are very concerned with this move against disclosure which is in clear violation of Material Change Law. We are concerned that this obfuscation could be hiding insider dealings. We also believe there is no way to currently know the value of the stock. Their only Analyst “Paradigm Capital” release (also on Dec 13th) lowered the value of the aforementioned assets from .30 a share to “zero” - stating there is no way to assign valuation without more information from Spectral on the deal. (#3 below)

 

Spectral Medical posting (Jan 16 2023) Stockhouse  

“Information regarding the restructuring of Dialco in contained in our press release of December 13, 2022 (the “Dialco Restructuring”).  Having reviewed and considered this matter internally, as well as consulting with external legal counsel, Spectral  has determined that the Dialco Restructuring was not a material transaction for it - whether from an asset, income or strategic perspective or otherwise.  Nor did it constitute a material change for Spectral such that it was of the nature of a change in the business, operations or capital that would reasonably be expected to have a significant effect on the market price or value of any of the securities of Spectral. This determination was validated by the fact that there was not in fact any material change in the trading price of the Spectral common shares on the TSX in the trading days following the public announcement of the Dialco Restructuring.

 

As such, Spectral was not required to file a material change report in respect of the Dialco Restructuring, nor was Spectral required to file or publicly disclose the transaction agreements relating to the Dialco Restructuring (the “Transaction Agreements”) on SEDAR.  As such, given that Spectral is not required by law to provide additional disclosure regarding the Dialco Restructuring, the provisions of the Transaction Agreements prevent further disclosure of the confidential terms of the Transaction Agreements without the approval of Infomed, which is not forth coming.  However, some further details of the Dialco Restructuring will be contained in our annual financial statements and accompanying MD&A for the period ended December 31, 2022, which we expect to publish at the end of March 2023.”

 

https://stockhouse.com/companies/bullboard?symbol=t.edt&postid=35226469

 

 

Spectral Medical, Press Release (Dec 13, 2022) SEDAR

“Transaction Details Dialco previously licensed the SAMI and DIMI technology from Infomed for the North American market and subsequently commenced initial commercialization activities. Under the Joint Venture, Spectral will contribute SAMI and DIMI regulatory approvals, as well as transfer its Medical Device Single Audit Program (MDSAP) certification to i-Dialco. Infomed, an established medical device manufacturer and original developer of the SAMI and DIMI devices, will contribute all hardware, software and certain other intellectual property to further develop the SAMI and DIMI platforms. All prior license fees and minimum purchase requirements for Spectral have been replaced by a zero-cost, license to the technology, granted by Infomed to the Joint Venture. In addition, Infomed has agreed to fund all future development of the i-Dialco business, including working capital and commercialization costs, as well as planned development activities. Spectral will own 30% of the Joint Venture and Infomed will own 70% of Joint Venture.”

 

 

Paradigm Capital update (Dec 13th)

“Valuation & Conclusion 

We previously valued Dialco at $0.30/sh (gross $100M) based on two comparable transactions from Quanta Dialysis (private) and Outset Medical (OM-US) at similar stages of development. However, given the lack of valuation information for the JV, ongoing challenges facing dialysis clinics overall and Infomed’s lack of a North American sales presence, we are removing the subsidiary, and now JV, from our valuation.”

Thank you in advance for your attention to this matter.

 

 

 

[e-mail]

 

[e-mail]

 

[e-mail]