Spectral Medical Inc. Closes C$6.1 Million Bought Deal Convertible Note Financing
07 Setembro 2023 - 8:00AM
Spectral Medical Inc. (TSX: EDT) (“
Spectral” or
the “
Company”) is pleased to announce that it has
closed its previously announced ”bought deal” private placement of
9.0% convertible unsecured senior notes due November 1, 2026 (the
“
Notes") of the Company at a price of US$1,000 per
Note (the “
Issue Price”) for aggregate gross
proceeds of US$4,553,000 (the "
Offering"). The
Offering was conducted by Paradigm Capital Inc. (the
“
Underwriter”) and consisted of the sale of 4,553
Notes at a price of US$1,000 per Note.
The Notes have a face value of US$1,000 per
Note, bear interest of 9% and are due on November 1, 2026 (the
“Maturity Date”). Holders of the Notes may convert
all or any portion of the Notes into common shares of the Company
(the “Common Shares”) in integral multiples of
US$1,000 principal amount at any time prior to the Maturity Date.
Each Note is convertible into approximately 15,475,647 Common
Shares, subject to customary anti-dilution and make whole
fundamental change adjustments. Pursuant to the Note Offering,
Baxter International Inc. (NYSE:BAX) (“Baxter”)
agreed to purchase certain of the Notes in connection with an
amendment to a portion of the last milestone payment due to the
Company under the Distribution Agreement (as defined below). In
2020, Baxter, a leading global medical products company, entered
into a distribution agreement (the “Distribution
Agreement”) with the Company for PMX (as defined below)
and the Endotoxin Activity AssayTM (EAA), an on-market companion
diagnostic tool that aids in the risk assessment of ICU patients
for progression to severe sepsis.
In connection with the Offering, the Underwriter
received a cash commission of US$273,180 and 928,539 compensation
options (the “Compensation Options”), with each
Compensation Option entitling the holder thereof to acquire one
Common Share at an exercise price equal to CDN$0.40 until the date
that is three (3) years following today’s date.
The Company intends to use the net proceeds from
the Offering for its Phase III registration trial (Tigris Study)
for its PMX Product treatment for endotoxic septic shock and for
general corporate and working capital purposes.
Chris Seto, Chief Executive Officer of Spectral
Medical, stated, “We remain encouraged by the continued momentum
and pace of patient enrollment in the Tigris study. We are now at
72 patients enrolled, and the study remains on track to reach the
important interim milestone of 90 patients enrolled by the end of
2023. I would like to thank our strategic investors, Baxter and
Pinnacle Island LP. Our investment partners understand and are
aligned with the Company’s strategy, and I am pleased with their
continued funding support to advance our pivotal Tigris trial.”
This press release does not constitute an offer
to sell or a solicitation of an offer to buy the Notes in any
jurisdiction, nor will there be any offer or sale of the Notes in
any jurisdiction in which such offer, solicitation or sale would be
unlawful. The Notes have not and will not be registered under the
U.S. Securities Act or any U.S. state securities laws, and
therefore will not be offered or sold within the United States
except pursuant to applicable exemptions from the registration
requirements of the U.S. Securities Act and applicable state
securities laws.
About Spectral
Spectral is a Phase 3 company seeking U.S. FDA
approval for its unique product for the treatment of patients with
septic shock, Toraymyxin™ (“PMX”). PMX is a therapeutic
hemoperfusion device that removes endotoxin, which can cause
sepsis, from the bloodstream and is guided by the Company’s
Endotoxin Activity Assay (EAA™), the only FDA cleared diagnostic
for the risk of developing sepsis.
PMX is approved for therapeutic use in Japan and
Europe, and has been used safely and effectively on more than
340,000 patients to date. In March 2009, Spectral obtained the
exclusive development and commercial rights in the U.S. for PMX,
and in November 2010, signed an exclusive distribution agreement
for this product in Canada. In July 2022, the U.S. FDA granted
Breakthrough Device Designation for PMX for the treatment of
endotoxic septic shock. Approximately 330,000 patients are
diagnosed with septic shock in North America each year.
Spectral is listed on the Toronto Stock Exchange
under the symbol EDT. 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 company’s ability to raise capital and
the availability of funds and resources to pursue R&D projects,
the recruitment of additional clinical trial sites, the rate of
patient enrollment, the successful and timely completion of
clinical studies, the success of Baxter’s commercialization
efforts, 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.
Actual results could differ materially from what
is currently expected, and readers are cautioned not to place undue
reliance on these forward-looking statements. Except as required by
law, the Company disclaims any obligation to update or revise any
forward-looking statements. Reference is also made to the other
risks and uncertainties that may affect the Company which are more
fully described in the Company’s Annual Information Form dated
March 24, 2023, and other filings of Spectral with the securities
regulatory authorities which are available at
www.sedarplus.com.
The TSX has not reviewed and does not accept
responsibility for the adequacy or accuracy of this statement.
For further information, please contact:
Blair McInnisCFOSpectral Medical Inc.416-626-3233
bmcinnis@spectraldx.com |
Ali MahdaviCapital Markets & Investor RelationsSpinnaker
Capital Markets Inc.416-962-3300am@spinnakercmi.com |
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