Perimeter Medical Imaging AI Closes C$3.6 Million Non-Brokered Private Placement

Led by insiders, including Perimeter's CEO Adrian Mendes

Capital to accelerate the commercialization of the current S-Series and strengthen the balance sheet through the pending FDA decision of Perimeter's upcoming B-Series, expected in the first half of 2026

TORONTO and DALLAS, Dec. 9, 2025 /CNW/ - Perimeter Medical Imaging AI, Inc. (TSX-V: PINK) (OTCQX: PYNKF) ("Perimeter" or the "Company"), a commercial-stage medical technology company, today announced that it has closed a non-brokered private placement (the "Offering") of units of the Company (the "Units"). Pursuant to the Offering, the Company has issued an aggregate of 19,757,306 Units at a price of C$0.18 per Unit for aggregate gross proceeds of C$3,556,315. Each Unit is comprised of one common share in the capital of the Company (each a "Common Share") and one Common Share purchase Warrant (each a "Warrant"). Each Warrant entitles the holder to acquire an additional Common Share at an exercise price of C$0.35 for a period of 60 months.

"Commercialization of our current non-AI-enabled device, the S-Series, continues to gain traction as we expand our installed base at hospitals and consumable utilization increases among surgeons. We believe strategies that have already been implemented to seed the market with the S-Series will drive demand for the upcoming B-Series. Regarding the FDA PMA review process, we remain on track for a regulatory decision on our AI-powered B-Series in the first half of 2026 -- an inflection point we believe will unlock significant opportunities for accelerated growth next year and beyond, as we now have many surgeons and hospitals eagerly awaiting the commercial availability of our AI-powered B-Series device. This private placement is an important milestone that strengthens our balance sheet through anticipated FDA decision in the first half of 2026, while supporting the near-term execution of our commercial strategy as we work to establish Perimeter's imaging solutions as a transformative technology within the standard-of-care in the operating room." commented Perimeter's CEO Adrian Mendes.

"I am proud of the support from insiders and current shareholders for this financing round. Reflecting my optimism in our trajectory and the progress we are making, I made a significant investment in this private placement, in addition to my substantial investment in the July 2025 offering. As we transition into the next stage of our growth profile, we remain focused on disciplined resource management, scaling support for our growing customer base, and improving outcomes for patients," Mr. Mendes concluded. 

The Company intends to use the net proceeds from the financing to continue the commercialization of its technology, continued product development, and for working capital and other general corporate purposes.

The Common Shares and Warrants, and any securities issuable upon exercise thereof, are subject to a four-month statutory hold period, in accordance with applicable securities legislation.

The Company has paid an aggregate of C$20,673 in finder's fees in connection with the closing of the Offering.

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

Mr. Mendes, an officer of the Company, purchased a total of 11,656,642 Units under the Offering and Mr. Schiralli, an insider of the Company, purchased a total of 1,111,111 Units under the Offering. The issuance to such persons constituted a "related party transaction" within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61- 101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of related party participation in the Offering as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the related parties, exceeded 25% of the Company's market capitalization (as determined under MI 61-101). The Company has not filed a material change report more than 21 days before the expected closing of the Offering as the details of the Offering and the participants thereof were only finalized shortly before the closing of the Offering.

Early Warning Disclosure

In accordance with the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Mr. Mendes is required to file an early warning report relating to his acquisition of 11,656,642 Units under the Offering for a total purchase price of $2,098,196. Prior to the Offering, Mr. Mendes owned 3,655,084 Common Shares, 3,333,334 warrants to purchase Common Shares ("Owned Warrants") and 1,876,740 options to purchase Common Shares ("Options"), which represented approximately 3.3% of the Common Shares outstanding on an undiluted basis and 6.1% on a partially diluted basis, assuming the exercise of the 3,333,334 Owned Warrants and 1,876,740 Options. Following the closing of the Offering, Mr. Mendes now owns 15,311,726 Common Shares, 14,989,976 Owned Warrants and 1,876,740 Options, representing approximately 11.7% of the Common Shares outstanding on an undiluted and 17.4 % on a partially diluted basis, assuming the exercise of the 14,989,976 Owned Warrants and 1,876,740 Options. Mr. Mendes acquired the Units for investment purposes. In the future, Mr. Mendes will evaluate his investment in the Company from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease his shareholdings as circumstances require through market transactions, private agreements, or otherwise.

In addition, Mr. Schiralli acquired 1,111,111 Units under the Offering for a total purchase price of approximately $200,000. Prior to the Offering, Mr. Schiralli owned 11,863,543 Common Shares and nil warrants to purchase Common Shares ("Schiralli Warrants"), which represented approximately 10.7% of the Common Shares outstanding on an undiluted basis and 8.15% on a partially diluted basis. Following the closing of the Offering, Mr. Schiralli now owns 12,974,654 Common Shares and 1,111,111 Schiralli Warrants, representing approximately 9.9% of the Common Shares outstanding on an undiluted and 7.6 % on a partially diluted basis, assuming the exercise of the 1,111,111 Schiralli Warrants. Mr. Schiralli acquired the Units for investment purposes. In the future, Mr. Schiralli will evaluate his investment in the Company from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease his shareholdings as circumstances require through market transactions, private agreements, or otherwise.

A copy of the early warning reports to be filed by Mr. Mendes and Mr. Schiralli may be obtained under the Company's profile on SEDAR+ at www.sedarplus.ca or may be obtained by contacting the Company at 1-888-9.9988-7465 (PINK).

About Perimeter Medical Imaging AI, Inc. 

Based in Toronto, Canada and Dallas, Texas, Perimeter Medical Imaging AI (TSX-V: PINK) (OTCQX: PYNKF) is a medical technology company driven to transform cancer surgery with ultra-high-resolution, real-time, advanced imaging tools to address areas of high unmet medical need. Available across the U.S., our FDA-cleared Perimeter S-Series OCT system provides real-time, cross-sectional visualization of excised tissues at the cellular level. The breakthrough-device-designated investigational Perimeter B-Series OCT with ImgAssist AI represents our next-generation artificial intelligence technology that has recently been evaluated in a pivotal clinical trial, with support from a grant of up to US$7.4 million awarded by the Cancer Prevention and Research Institute of Texas. The company's ticker symbol "PINK" is a reference to the pink ribbons used during Breast Cancer Awareness Month.

Perimeter B-Series OCT is not available for sale in the United States. Perimeter S-Series OCT has 510(k) clearance under a general indication and has not been evaluated by the U.S. FDA specifically for use in breast tissue, breast cancer, other types of cancer, margin evaluation, and reducing re-excision rates. The safety and effectiveness of these uses has not been established. For more information, please visit www.perimetermed.com/disclosures.

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

Forward-Looking Statements

This news release contains statements that constitute "forward-looking information" within the meaning of applicable Canadian securities legislation. In this news release, words such as "may," "would," "could," "will," "likely," "believe," "expect," "anticipate," "intend," "plan," "estimate," and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking information may relate to management's future outlook and anticipated events or results and may include statements or information regarding the future financial position, business strategy and strategic goals, competitive conditions, research and development activities, projected costs and capital expenditures, research and clinical testing outcomes, taxes and plans and objectives of, or involving, Perimeter. Without limitation, information regarding management's views regarding the third quarter, the expected timing and receipt of FDA approval, the opportunities expected from FDA approval, the potential benefits of Perimeter S-Series OCT and Perimeter B-Series OCT, the expected benefits of Perimeter's updated version of its ImgAssist AI and Mr. Mendes' plans regarding his investment in the Company are forward-looking information. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, any particular result will be achieved. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur. Forward-looking information is based on information available at the time and/or management's good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions, and other unpredictable factors, many of which are beyond Perimeter's control. Such forward-looking statements reflect Perimeter's current view with respect to future events, but are inherently subject to significant medical, scientific, business, economic, competitive, political, and social uncertainties and contingencies. In making forward-looking statements, Perimeter may make various material assumptions, including but not limited to (i) the accuracy of Perimeter's financial projections; (ii) obtaining positive results from trials; (iii) obtaining necessary regulatory approvals; and (iv) general business, market, and economic conditions. Further risks, uncertainties and assumptions include, but are not limited to, those applicable to Perimeter and described in Perimeter's Management Discussion and Analysis and Annual Information Form for the year ended December 31, 2024, which are available on Perimeter's SEDAR+ profile at https://www.sedarplus.ca, and could cause actual events or results to differ materially from those projected in any forward-looking statements. Perimeter does not intend, nor does Perimeter undertake any obligation, to update or revise any forward-looking information contained in this news release to reflect subsequent information, events, or circumstances or otherwise, except if required by applicable laws.

CONTACTS:
Stephen Kilmer
Investor Relations
Direct: 647-872-4849
Email: [email protected]

Adrian Mendes
Chief Executive Officer
Toll-free: 888-988-7465 (PINK)
Email: [email protected] 

SOURCE Perimeter Medical Imaging AI Inc.