Spectral increases private placement financing to $19.5 million
/NOT FOR DISSEMINATION IN THE
- Special meeting postponed to
"This additional funding demonstrates the strong interest and support we were able to attract from new and existing investors based on the potential of the Toraymyxin(TM) therapy," said
About Toraymyxin(TM), Endotoxin and Sepsis
Spectral's Endotoxin Activity Assay (EAA(TM)) is the only FDA cleared assay for the measurement of endotoxin in the bloodstream. Toraymyxin(TM) is a therapeutic hemoperfusion device that removes endotoxin from the bloodstream. The anticipated US pivotal trial will use Spectral's EAA(TM) to identify patients with severe sepsis who have elevated endotoxin in the blood and will most likely benefit from treatment with Toraymyxin(TM).
Sepsis affects approximately 750,000 patients in the US each year. It accounts for approximately 1 in 10 ICU admissions at an annual cost to the US healthcare system of
Results of a randomized controlled trial (the EUPHAS trial) were recently published in the Journal of the American Medical Association (JAMA. 2009; Vol. 301 No. 23, 2445-2452). The results demonstrated that Toraymyxin(TM) absorbs endotoxin from the bloodstream, and when added to conventional therapy, significantly improved hemodynamics and organ dysfunction, and reduced 28-day mortality in patients with severe sepsis and septic shock in comparison to those patients in the conventional therapy group.
Terms of the Financing
Under the terms of the Financing, the Company will issue 48,750,000 units of the Company (the "Units") at a price of
BioMS will invest
In connection with the Financing, and as partial consideration for services performed, at Closing, the Company will issue broker warrants to Desjardins Securities Inc., who acted as agent for the Financing, which will entitle them to acquire 1,462,500 Common Shares at an exercise price of
At Closing, the Company has also agreed to issue 2,890,625 Common Shares to GrowthWorks Canadian at a deemed price of
Under the terms of the Financing, BioMS will be entitled to nominate up to two directors to the Spectral board for as long as the collective shareholdings of BioMS and its affiliates constitutes 10% or more of the issued and outstanding Common Shares (calculated on a non-diluted basis). GrowthWorks Canadian will also be entitled to nominate one director to the Spectral board for as long as the collective shareholdings of GrowthWorks and other GrowthWorks managed funds own in the aggregate not less than 10% or more of the issued and outstanding Common Shares (calculated on a non-diluted basis). Each of Spectral, BioMS, the GrowthWorks Entities, and
In connection with the Financing, BioMS and Spectral have also agreed to enter into a three year
The Closing of the Proposed Transactions is subject to the approval of the
The board of directors of the Company unanimously supports the Proposed Transactions and recommends that Shareholders vote in favour of them. Further details of the transaction will be included in a proxy circular to be mailed to shareholders in due course. The material private placement agreements will also be filed on SEDAR at www.sedar.com.
The shares offered have not been and will not be registered under the
About Spectral Diagnostics
Spectral is a leader in the battle against sepsis. Spectral's lead product is its Endotoxin Activity Assay (EAA(TM)), the only FDA cleared assay for the measurement of endotoxin. With the growing awareness for the role of endotoxemia in sepsis and the increasing number of therapies being developed for this indication, Spectral is well-positioned to drive the adoption of the EAA(TM), which can be used to identify patients, enable therapeutics and monitor treatment. In
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.
%SEDAR: 00002006EFor further information: Dr. Paul Walker, President & CEO, (416) 626-3233 ex. 2100; Casey Gurfinkel, Investor Relations, (416) 815-0700 ext. 283, email@example.com