SAN FRANCISCO and TEL AVIV, Israel, Aug. 21, 2019 (GLOBE NEWSWIRE) -- Kalytera Therapeutics, Inc. (TSX VENTURE: KLY and OTCQB: KALTF) (the "Company" or "Kalytera") today announced that it intends to raise up to approximately CDN $1.5 million (USD $1.13 million) in a private placement (the “Private Placement”) of common shares and common share purchase warrants.



Proceeds of the Private Placement will be used to fund preparatory work for initiation of the Company’s Phase 3 clinical registration study for its lead product development program evaluating cannabidiol (“CBD”) for the prevention of acute graft versus host disease (“GVHD”). Proceeds will also be used to augment the Company’s working capital as it continues discussions with potential corporate partners for its GVHD program.

Management and certain members of the Company’s board of directors will invest in the Private Placement, along with both new and existing shareholders. The participation of insiders in the Private Placement constitutes a “related party transaction” as defined in Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions and Policy 5.9 of the TSX Venture Exchange (the “TSXV”). The Private Placement is exempt from the formal valuation and minority shareholder approval requirements of such regulations, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves related parties, will exceed 25% of the Company’s market capitalization. The Private Placement will be approved by those independent directors that are not participating in the transaction.

The Company will issue up to 30 million units, with each unit consisting of one common share and one common share purchase warrant, at a price of $0.05 per unit. The common share purchase warrant will have an exercise price of CDN $0.05, and a term of 36 months. Completion of the Private Placement is subject to customary conditions, including the approval of the TSXV, and all other necessary regulatory approvals. The Private Placement is expected to close on or about August 27, 2019.

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The Private Placement is being facilitated by Alere Financial Partners, a division of Cova Capital Partners LLC (the “Agent”). In connection with the services to be performed by the Agent, the Agent is entitled to receive a cash commission equal to 8% of the aggregate gross proceeds of the Private Placement attributable to investors introduced to the Company by the Agent. In addition, the Agent will also be granted a number of broker warrants (“Broker Warrants”) to acquire that number of common shares equal to 8% of the aggregate number of common shares sold in the Private Placement to investors introduced to the Company by the Agent. The Agent will not receive any cash commission or Broker Warrants based on investments made by management and members of the Company’s board of directors.

The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and are not being offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

All of the securities sold pursuant to the Private Placement, (including any common shares issuable upon exercise of the common share purchase warrants) will be subject to a four month hold period which will expire four months and one day from the date of closing of the Private Placement.

About Kalytera Therapeutics

Kalytera Therapeutics, Inc. is pioneering the development of cannabidiol (CBD) therapeutics. Through its proven leadership, drug development expertise, and intellectual property portfolio, Kalytera seeks to establish a leading position in the development of CBD medicines for a range of important unmet medical needs, with an initial focus on graft versus host disease (GVHD) and treatment of acute and chronic pain.

Cautionary Statements

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release may contain certain forward-looking information and statements ("forward-looking information") within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including without limitation in respect of its product candidate pipeline, planned clinical trials, regulatory approval prospects, intellectual property objectives and other statements containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that future clinical studies may not proceed as expected or may produce unfavourable results, and the risk that required regulatory approvals (including in respect of the Private Placement) may not be obtained. Kalytera undertakes no obligation to comment on analyses, expectations or statements made by third-parties, its securities, or financial or operating results (as applicable). Although Kalytera believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond Kalytera's control. The forward-looking information contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. Kalytera disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

Contact Information

Robert Farrell

President, CEO

(888) 861-2008

info@kalytera.co



