TORONTO, April 21, 2014 /CNW/ - Spectral Diagnostics Inc. (TSX:SDI) (OTCQX: DIAGF) ("Spectral" or the "Company"), a Phase III company developing the first theranostic treatment for
patients with septic shock, today announced that Institutional
Shareholder Services ("ISS"), a leading independent proxy firm and an affiliate of Institutional
Shareholder Services Inc., and Glass Lewis & Co. ("Glass Lewis"), a leading U.S. independent proxy firm, have both recommended that,
among other things, Spectral shareholders:
-
vote FOR the resolution to change the name of the Company from "Spectral
Diagnostics Inc." to "Spectral Medical Inc." and
-
vote FOR the resolution to amend the terms of certain common share
purchase warrants of the Company (the "Warrants") held by insiders of the Company to extend the expiry date of the
Warrants to September 2, 2014, consistent with the amendments made to
the Warrants held by all other holders of Warrants.
ISS summarized their recommendations on these matters as follows:
"The new name is intended to accurately reflect the activities, growth
strategy and emerging brand recognition of the company in its
continuing transition into a therapeutic development company. A vote
FOR this name change is warranted because the new name will better
identify the company with its primary businesses and activities. . …
The extension sought is only for six months and there is no proposal to
amend the exercise price. There are no significant governance concerns
and the extent of dilution is reasonable. Support for this resolution
is warranted."
Regarding the proposed amendment to the terms of the Warrants, Glass
Lewis' noted that:
"… in this case, the board is only seeking to extend the expiry date of
warrants, not to alter the original exercise price of the warrants. The
Company's share price as of April 9, 2014 is C$0.30, well below the
exercise price of the warrants. We believe that all warrant holders
should be given the opportunity to realize a return on their past
financing of the Company. Accordingly, we recommend that shareholders
vote FOR this proposal."
Spectral's board of directors has recommended that shareholders vote
their proxy FOR the name change and amendments to the terms of the
Warrants and Spectral has scheduled an annual and special meeting (the
"Special Meeting") of shareholders for 4:00 p.m. (Toronto time) on May 5, 2014, where it
will seek approval for these any other matters. The deadline for voting
is 4:00 p.m. (Toronto Time) on May 1, 2014.
Shareholders are encouraged to review the management proxy circular of
Spectral, dated April 8, 2014, which provides a detailed discussion of
the proposed name change and amendments to the Warrants, as well as the
reasons behind the board of directors' recommendation. A copy of the
proxy circular is available on SEDAR at www.sedar.com.
How to Vote
Due to essence of time, Shareholders are urged to vote today using the
methods below. Please vote in sufficient time for your vote to be
received prior to 4:00 p.m. Toronto time on May 1, 2014.
Registered Shareholders
Shareholders who have physical certificates representing Spectral shares
may vote by fax. To vote please fax to 1-866-249-7775. If you did not
receive your proxy or need assistance in voting, please contact
Shorecrest at 1-888-637-5789 or collect at 647-931-7454
Beneficial Shareholders
Shareholders who hold their shares through a broker or other
intermediary may vote via the internet at www.proxyvote.com or
following the other instructions found on the voting instruction form.
Shareholders who have questions or need any additional information
should contact their professional advisors or you can contact
Shorecrest Group, Spectral's proxy solicitation agent, toll-free at
1-888-637-5789, locally at 647-931-7454 or by email at info@shorecrestgroup.com.
About Spectral Diagnostics
Spectral is a Phase III company seeking U.S. FDA approval for its lead
theranostic product for the treatment of severe sepsis and 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 theranostic trial in the area of sepsis.
Toraymyxin has been approved for therapeutic use in Japan and Europe,
and has been used safely and effectively on more than 100,000 patients
to date. In March 2009, Spectral obtained the exclusive development and
commercial rights in the U.S. for Toraymyxin, and in November 2010,
signed an exclusive distribution agreement for this product in Canada.
More than one million patients in the United States are diagnosed with
sepsis each year. Approximately one third of these patients progress to
severe sepsis and septic shock, representing a significant unmet
medical need and a potential market size of approximately $2 billion.
Spectral is listed on the Toronto Stock Exchange under the symbol SDI,
and on the OTCQX under the symbol DIAGF. For more information please
visit www.spectraldx.com
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, the ability to manufacture
products and supply the market, 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 Inc.
