TORONTO, March 7, 2013 /CNW/ - Spectral Diagnostics Inc. (TSX: SDI) (OTC QX: DIAGF) ("Spectral", or the "Company") today announced that it has entered into a private placement
agreement with Toray Industries, Inc. ("Toray"), pursuant to which Toray will invest $5 million in Spectral.
Under the terms of the private placement (the "Private Placement"), the Company will issue 16,666,667 common shares in the capital of
the Company ("Common Shares") to Toray at a price of $0.30 per Common Share, for gross proceeds of
$5 million.
The net proceeds of the Private Placement will be used to continue to
support the Company's EUPHRATES clinical trial and for general corporate purposes. Following the closing of the Private
Placement, Toray's investment will represent approximately 12.8% of the
issued and outstanding Common Shares, calculated on a non-diluted
basis. Under the terms of the Private Placement, Toray will be entitled
to nominate one director to the Spectral board for as long as it holds
10% or more of the issued and outstanding Common Shares (calculated on
a non-diluted basis).
"This strategic investment not only provides additional funds for our
clinical trial, but also strengthens the existing collaborative
relationship we have with Toray," said Anthony Businskas, Executive
Vice President and CFO of Spectral. "We will work with Toray to
complete clinical research for U.S. FDA market approval of Toraymyxin,
and we will seek to further expand acceptance of the EAATM/ Toraymyxin theranostic in jurisdictions outside of Japan."
Closing of the Private Placement is subject to the approval of the
Toronto Stock Exchange and other customary closing conditions. The
Private Placement is currently expected to close at the beginning of
April, 2013.
About Spectral Diagnostics
Spectral is a Phase III company seeking U.S. FDA approval for its lead
theranostics product (Toraymyxin) for the treatment of septic shock.
Toraymyxin is a therapeutic hemoperfusion device that removes
endotoxin, which can cause sepsis, from the bloodstream. Directed by
the Company's Endotoxin Activity Assay (EAA™), the only FDA-cleared
diagnostic for the risk of developing sepsis, Spectral's EUPHRATES
trial is the world's first theranostics trial in the area of sepsis.
Spectral is listed on the Toronto Stock Exchange under the symbol SDI,
and on the OTC QX under the symbol DIAGF. For more information please
visit www.spectraldx.com
About Toray Industries, Inc.
Toray Industries, Inc. is a Japanese-based manufacturer of fibers,
textiles, plastics, chemicals, IT related products, carbon fiber
composite materials, environmental and engineering equipment, and
pharmaceutical and medical products. In FY 2011, Toray was active in
23 countries and regions, and had net sales of ¥1.6 trillion
(approximately U.S.$19 billion). Toray manufactures the Toraymyxin
hemoperfusion device and has licensed to Spectral the exclusive rights
to this product in the United States and granted the Company exclusive
distribution rights in Canada.
Note: U.S. dollar amounts have been converted from yen at the exchange
rate of ¥82.2 = U.S.$1, the approximate rate of exchange prevailing on
March 31, 2012.
Forward-looking 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 availability of funds and
resources to pursue R&D projects, the successful and timely completion
of clinical studies, 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.
The TSX has not reviewed and does not accept responsibility for the
adequacy or accuracy of this statement.
SOURCE: Spectral Diagnostics
