TIDMSMD
RNS Number : 8430I
Spectral MD Holdings, Ltd.
09 August 2023
Spectral MD Holdings, Ltd
("Spectral MD" or the "Company")
Filing of Updated Form S-4 by Rosecliff Acquisition Corp I
LONDON, U.K. AND DALLAS, TX, U.S. -Spectral MD Holdings, Ltd.
(AIM: SMD), an artificial intelligence (AI) company focused on
medical diagnostics for faster and more accurate treatment
decisions in wound care, notes that Rosecliff Acquisition Corp I
("Rosecliff", Nasdaq: RCLF) has filed on 8 August 2023 an amended
Form S-4 filing (the "Filing"). The Filing is available to view on
the U.S. Securities and Exchange Commission (the "SEC") website
here.
As part of the filing, Rosecliff will mail the definitive proxy
statement to Rosecliff stockholders ahead of a special meeting to
approve the Transaction. Spectral MD expects to send a Circular to
shareholders on or around August 18, 2023 ahead of a general
meeting to approve the Transaction which is currently scheduled to
be held at the offices of the Company at 3:00 p.m. BST on August
31, 2023.
On April 11, 2023, Spectral MD announced that it had entered
into a business combination agreement with Rosecliff, a special
purpose acquisition company listed on Nasdaq (the "Transaction").
The Filing S-4 provides extensive information on the business
combination agreement including financial statements, risk factors
and the full terms of the Transaction to facilitate informed
decision-making by shareholders and potential investors.
The Form S-4 filed by Rosecliff was made to ensure compliance
with SEC disclosure requirements in relation to the Transaction.
Subsequently, this announcement is being made by the Company to
ensure that all publicly available information regarding the
Transaction and contained in the Form S-4 is available to the
market.
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 as it forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act
2018 ("MAR"). Upon the publication of this announcement via
Regulatory Information Service ("RIS"), this inside information is
now considered to be in the public domain.
Additional Information and Where to Find It
This press release is provided for informational purposes only
and contains information with respect to a proposed business
combination among Spectral MD, Rosecliff, Ghost Merger Sub I Inc.,
a wholly-owned subsidiary of Rosecliff and Ghost Merger Sub II LLC,
a wholly-owned subsidiary of Rosecliff (the "Transaction"). In
connection with the proposed Transaction, Rosecliff filed an
amended registration statement on Form S-4 with the SEC, which
includes a preliminary proxy statement/prospectus (as amended from
time to time, the "Registration Statement"). A full description of
the proposed Transaction has been included in the Registration
Statement filed by Rosecliff with the SEC. Rosecliff's
stockholders, investors and other interested persons are advised to
read the Registration Statement as well as other documents that
have been filed or will be filed with the SEC, as these documents
will contain important information about Rosecliff, Spectral MD,
and the proposed Transaction. The Registration Statement has not
yet been declared effective by the SEC. If and when the
Registration Statement is declared effective by the SEC, the proxy
statement/prospectus and other relevant documents for the proposed
Transaction will be mailed to stockholders of Rosecliff as of a
record date to be established for voting on the proposed
Transaction. Rosecliff investors and stockholders will also be able
to obtain copies of the proxy statement/prospectus and other
documents filed with the SEC, without charge, once available, at
the SEC's website at www.sec.gov.
Participants in the Solicitation
Rosecliff, Spectral MD and certain of their respective
directors, executive officers, other members of management and
employees may, under SEC rules, be deemed participants in the
solicitation of proxies from Rosecliff's stockholders with respect
to the proposed Transaction. Investors and security holders may
obtain more detailed information regarding the names and interests
in the proposed Transaction of Rosecliff's directors and officers
in Rosecliff's filings with the SEC, including Rosecliff's
definitive proxy statement, the Registration Statement and other
documents filed with the SEC. Such information with respect to
Spectral MD's directors and executive officers has also been
included in the Registration Statement.
No Offer or Solicitation
This press release and the information contained herein do not
constitute (i) (a) a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
proposed Transaction or (b) an offer to sell or the solicitation of
an offer to buy any security, commodity or instrument or related
derivative, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction or (ii) an offer or
commitment to lend, syndicate or arrange a financing, underwrite or
purchase or act as an agent or advisor or in any other capacity
with respect to any transaction, or commit capital, or to
participate in any trading strategies. No offer of securities in
the United States or to or for the account or benefit of U.S.
persons (as defined in Regulation S under the U.S. Securities Act
of 1933 (the "Securities Act") shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act, or an exemption therefrom. Investors should consult with their
counsel as to the applicable requirements for a purchaser to avail
itself of any exemption under the Securities Act.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. This includes, without limitation, all statements regarding
(i) the proposed Transaction with Rosecliff, including statements
regarding anticipated timing of the proposed Transaction, (ii)
redemptions of Rosecliff common stock, (iii) valuation of the
proposed Transaction, (iv) the closing of the proposed Transaction,
(v) the ability to regain compliance with Nasdaq Capital Market
listing requirements and to maintain listing, or for the Combined
Company to be listed, on the Nasdaq Capital Market, (vi) Rosecliff
and Spectral MD's managements' expectations and expected synergies
of the proposed Transaction and the Combined Company, (vii) the use
of proceeds from the proposed Transaction, (viii) potential
government contracts, and (ix) expected beneficial outcomes and
synergies of the proposed Transaction, (x) Spectral MD's U.S.
government contracts and future awards, (xi) FDA, CE and UKCA
regulatory submissions and approvals, (xii) target markets of burn
wounds and diabetic foot ulcers, (xiii) possible competitors, (xiv)
future clinical indications and use of BARDA, (xv) potential PIPE
transaction and amount raised, (xvi) future applications of
Spectral MD products, (xvii) potential indications and areas of
interest supported by BARDA, (xviii) future and pending U.S. patent
applications and foreign and international patent applications,
(xvix) the AIM delisting and its effects for U.K. Spectral MD
shareholders, (xxx) the development of DeepView(R) technology and
tools; (xxxi) the effectiveness of the DeepView(R) platform in
assessing burn wounds, (xxxii) the reliability of any studies
performed by Spectral MD, and (xxxiii) the completion of any
certifications. Generally, statements that are not historical
facts, including statements concerning our possible or assumed
future actions, business strategies, events or results of
operations, are forward-looking statements. These statements may be
preceded by, followed by or include the words "believes,"
"estimates," "expects," "projects," "forecasts," "may," "will,"
"should," "seeks," "plans," "scheduled," "anticipates" or "intends"
or similar expressions. Such forward-looking statements involve
risks and uncertainties that may cause actual events, results or
performance to differ materially from those indicated by such
statements. These forward-looking statements are expressed in good
faith, and Spectral MD and Rosecliff believe there is a reasonable
basis for them. However, there can be no assurance that the events,
results or trends identified in these forwardlooking statements
will occur or be achieved. Forward-looking statements speak only as
of the date they are made, and neither Spectral MD nor Rosecliff is
under any obligation, and expressly disclaim any obligation, to
update, alter or otherwise revise any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as required by law.
Forward-looking statements are inherently subject to risks,
uncertainties and assumptions. In addition to risk factors
previously disclosed in Rosecliff's reports filed with the SEC and
those identified elsewhere in this press release, the following
factors, among others, could cause actual results to differ
materially from forward-looking statements or historical
performance: (i) risks associated with product development and
regulatory review, including the time, expense and uncertainty of
obtaining clearance, approval or De Novo classification for
Spectral MD's DeepView technology, (ii) Spectral MD's ability to
obtain additional funding when needed and its dependence on
government funding, (iii) expectations regarding Spectral MD's
strategies and future financial performance, including its future
business plans or objectives, prospective performance and
opportunities and competitors, revenues, products and services,
pricing, operating expenses, market trends, liquidity, cash flows
and uses of cash, capital expenditures, and Spectral MD's ability
to invest in growth initiatives and pursue
acquisition opportunities; (iv) the risk that the proposed
Transaction may not be completed in a timely manner at all, which
may adversely affect the price of Rosecliff's securities; (v) the
failure to satisfy the conditions to the consummation of the
proposed Transaction, including the adoption of the business
combination agreement by the stockholders of Rosecliff and the
stockholders of Spectral MD, and the receipt of certain
governmental and regulatory approvals; (vi) the lack of third party
valuation in determining whether or not to pursue the proposed
Transaction; (vii) the ability of Rosecliff to regain compliance
with Nasdaq Capital Market listing requirements and to maintain
listing, or for the Combined Company to be listed, on the Nasdaq
Capital Market; (viii) the occurrence of any event, change or other
circumstances that could give rise to the termination of the
business combination agreement; (ix) the outcome of any legal
proceedings that may be instituted against Rosecliff or Spectral MD
following announcement of the proposed Transaction; (x) the risk
that the proposed Transaction may not be completed by Rosecliff's
business combination deadline and the potential failure to obtain
an extension of the business combination deadline; (xi) the effect
of the announcement or pendency of the proposed Transaction on
Spectral MD's business relationships, operating results, and
business generally; (xii) volatility in the price of Rosecliff's
securities due to a variety of factors, including changes in the
competitive and regulated industries in which Rosecliff plans to
operate or Spectral MD operates, variations in operating
performance across competitors, changes in laws and regulations
affecting Rosecliff's or Spectral MD's business, Spectral MD's
inability to implement its business plan or meet or exceed its
financial projections and changes in the combined capital
structure; (xiii) Rosecliff's ability to raise capital as needed;
(ixv) the ability to implement business plans, forecasts, and other
expectations after the completion of the proposed Transaction and
identify and realize additional opportunities; (xv) the risk that
the announcement and consummation of the proposed Transaction
disrupts Spectral MD's current operations and future plans; (xvi)
the ability to recognize the anticipated benefits of the proposed
Transaction; (xvii) unexpected costs related to the proposed
Transaction; (xviii) the amount of any redemptions by existing
holders of the Rosecliff common stock being greater than expected;
(xix) limited liquidity and trading of Rosecliff's securities; (xx)
geopolitical risk and changes in applicable laws or regulations;
(xxi) the possibility that Rosecliff and/or Spectral MD may be
adversely affected by other economic, business, and/or competitive
factors; (xxii) operational risk; and (xxiii) changes in general
economic conditions, including as a result of the COVID-19
pandemic. The foregoing list of factors is not exhaustive. You
should carefully consider the foregoing factors and the other risks
and uncertainties described in the "Risk Factors" sections of the
Rosecliff's Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, the Registration Statement and the other documents filed by
Rosecliff from time to time with the SEC. These filings identify
and address other important risks and uncertainties that could
cause actual events and results to differ materially from those
contained in the forward-looking statements.
Readers are cautioned not to put undue reliance on
forward-looking statements, and neither Spectral MD nor Rosecliff
assumes any obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by securities and
other applicable laws. Neither Spectral MD nor Rosecliff gives any
assurance that it will achieve its expectations.
For further information please contact:
Spectral MD Holdings, Ltd. IR@Spectralmd.com
Wensheng Fan, Chief Executive Officer via Walbrook PR
Nils Windler, Chief Financial Officer
SP Angel Corporate Finance LLP (NOMAD and Joint Broker for Spectral MD) Tel: +44 (0)20 3470 0470
Stuart Gledhill / Harry Davies-Ball (Corporate Finance)
Vadim Alexandre / Rob Rees (Sales & Broking)
The Equity Group Inc. (US Investor Relations) dsullivan@equityny.com
Devin Sullivan Tel: 212-836-9608
Walbrook PR Ltd (UK Media & Investor Relations) spectralMD@walbrookpr.com
Paul McManus / Louis Ashe-Jepson / Alice Woodings Tel: +44 (0)20 7933 8780
About Spectral MD
Spectral MD is a predictive AI company focused on medical
diagnostics for faster and more accurate treatment decisions in
wound care for burn, DFU, and future clinical applications. At
Spectral MD, we are a dedicated team of forward-thinkers striving
to revolutionize the management of wound care by "Seeing the
Unknown"(R) with our DeepView(R) Wound Diagnostics System. The
Company's DeepView(R) platform is the only predictive diagnostic
device that offers clinicians an objective and immediate assessment
of a wound's healing potential prior to treatment or other medical
intervention. With algorithm-driven results that substantially
exceed the current standard of care, Spectral MD's diagnostic
platform is expected to provide faster and more accurate treatment
insight, significantly improving patient care and clinical
outcomes. For more information, visit the Company at:
www.spectralmd.com.
About Rosecliff Acquisition Corp I
Rosecliff is a blank check company formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses. Its principals possess public and private
market investing experience and operational knowledge to bring
value added benefits to Spectral MD. The Rosecliff team has
substantial experience investing in rapidly growing and disruptive
technologies across the financial, consumer, healthcare and
software industries, as well as a long-term track record in
creatively structuring transactions to unlock and maximize
value.
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END
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