Kalytera Therapeutics, Inc.
TSX VENTURE : KALY

Kalytera Therapeutics, Inc.

February 07, 2017 13:29 ET

Kalytera Therapeutics, Inc. Announces Closing of First Tranche of Brokered Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 7, 2017) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Kalytera Therapeutics, Inc. (TSX VENTURE:KALY) (the "Company" or "Kalytera") is pleased to announce a first tranche ("First Tranche") closing of its previously announced brokered private placement offering (the "Offering") of common shares (the "Common Shares") of the Company. The First Tranche closing consisted of the issuance of 29,833,300 Common Shares at a price of CDN$0.45 per Common Share (the "Offering Price") for gross proceeds of CDN$13,424,985. Clarus Securities Inc., as lead agent, together with Haywood Securities Inc. and Canaccord Genuity Corp. (collectively, the "Agents"), acted as agents for and on behalf of the Company in connection with the Offering. Up to a further 3,500,033 Common Shares may be issued in subsequent tranches of the Offering representing up to a further CDN$1,575,015 in gross proceeds (for a total of up to 33,333,333 Common Shares representing total gross proceeds of up to CDN$15,000,000). The net proceeds of the Offering will be used by the Company for the acquisition of Talent Biotechs Ltd., to complete work required to advance the Talent Biotechs product into Phase 2b clinical testing for FDA purposes, and for general corporate and working capital purposes. Pursuant to the First Tranche, the Agents received a cash commission equal to 7% of the gross proceeds of the Offering and 2,088,331 broker warrants, each of which is exercisable to acquire one Common Share at the Offering Price until February 7, 2019.

In connection with the Offering, the Company has agreed that it will use commercially reasonable efforts to appoint a nominee of the largest subscriber in the Offering, Anson Funds, to the Company's board of directors, after closing.

All securities issued in connection with the Offering are subject to a hold period expiring on June 8, 2017 in accordance with applicable Canadian securities laws. The Offering remains subject to final TSX Venture Exchange approval.

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

About Kalytera Therapeutics

Kalytera Therapeutics, Inc. ("Kalytera") is pioneering the development of a next generation of cannabinoid therapeutics. Through its proven leadership, drug development expertise, and intellectual property portfolio, Kalytera seeks to establish a leading position in the development of novel cannabinoid medicines for a range of important unmet medical needs.

Kalytera is focused first on developing a new class of proprietary cannabidiol ("CBD") therapeutics. CBD is a remarkable compound that has shown activity against a number of pharmacological targets. However, there are limitations associated with natural CBD, including its poor oral bioavailability. Kalytera is developing innovative CBD formulations and prodrugs in an effort to overcome these limitations, and to target specific disease sites within the body. Kalytera intends to file composition of matter and method of use patents covering its novel inventions, with the goal of limiting future competition.

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

Cautionary Statements

This press release may contain certain forward-looking information and statements ("forward-looking information") within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including without limitation statements relating to the completion of the Offering, the acquisition of Talent Biotechs Ltd. and associated transactions and statements containing the words "believes", "anticipates", "plans", "intends", "will", "should", "expects", "continue", "estimate", "forecasts" and other similar expressions. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties may not successfully complete the Offering or the acquisition of Talent Biotechs Ltd. and associated transactions for any reason (including failure to obtain the required approvals or clearances from regulatory authorities) or that the ultimate terms of the Offering, the acquisition of Talent Biotechs Ltd. and associated transactions will differ from those that are currently contemplated. Kalytera undertakes no obligation to comment on analyses, expectations or statements made by third-parties, its securities, or financial or operating results (as applicable). Although Kalytera believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond Kalytera's control. The forward-looking information contained in this press release are expressly qualified by this cautionary statement and are made as of the date hereof. Kalytera disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

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