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 Inc.
For further information:
Spectral Diagnostics Inc.
Anthony Businskas
Executive Vice President and CFO
416-626-3233 ext.
2200
Adam Peeler
Investor Relations
416-815-0700 ext. 225
apeeler@tmxequicom.com