Santa Maria Petroleum Inc.
TSX VENTURE : SMQ.H
NEX BOARD : SMQ.H

Santa Maria Petroleum Inc.
Kalytera Therapeutics, Inc.

November 29, 2016 16:00 ET

Santa Maria Petroleum Inc. and Kalytera Therapeutics, Inc. Provide Update Regarding Proposed Merger

TORONTO, ONTARIO--(Marketwired - Nov. 29, 2016) -

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.

Further to the press releases dated October 6, 2016, and November 4, 2016, Santa Maria Petroleum Inc. ("Santa Maria", or the "Company") (NEX:SMQ.H) and Kalytera Therapeutics, Inc. ("Kalytera"), a company incorporated in the state of Delaware, wish to provide additional information with respect to the proposed merger between Kalytera, the Company and Kalytera Acquisition, Inc., a wholly-owned subsidiary of the Company incorporated in the state of Delaware ("Subco") which, subject to certain conditions and applicable shareholder, director and TSX Venture Exchange Inc. ("TSXV") approval, will result in a reverse takeover of Santa Maria by Kalytera (the "Proposed Transaction") pursuant to the policies of the TSXV. The resulting issuer from the Proposed Transaction (the "Resulting Issuer") will operate as a pharmaceutical company continuing the business of Kalytera.

Filing Statement

A draft filing statement outlining the definitive terms of the Proposed Transaction in accordance with the rules and policies of the TSXV has been submitted to the TSXV for review (the "Filing Statement").

Selected Financial Information

The following table contains selected financial information in respect of Kalytera for the year ended December 31, 2015, the nine month period ended September 30, 2016 and certain selected pro forma financial information of the Resulting Issuer.

Selected Information from Statements of Loss and Comprehensive Loss

Financial Information September 30, 2016
(unaudited)
December 31, 2015
(audited)
Revenue US$Nil US$Nil
Operating Expenses US$2,438,509 US$1,403,927
Net Loss US$2,438,509 US$1,403,927

Selected Information from Balance Sheet

Financial Information Pro Forma
(unaudited)
September 30,
2016
(unaudited)
December 31,
2015
(audited)
Assets US$6,672,496 US$1,061,721 US$641,352
Liabilities US$45,061 US$1,365,063 US$199,839
Shareholders' Equity (deficit) US$6,627,435 US$(303,342) US$441,513

Board of Directors and Management

Subject to applicable shareholder and TSXV approval, on completion of the Proposed Transaction the management team and the board of directors of the Resulting Issuer will be comprised of the following individuals:

Andy Salzman - Chief Executive Officer and Director

Dr. Salzman is a physician, scientist, inventor, and biomedical entrepreneur. Dr. Salzman founded and built Inotek Pharmaceuticals, a 140-person biotech company that raised $92M in venture capital and concluded a $600M license with Genentech. As CEO of Inotek, Dr. Salzman brought numerous new chemical entities from conception to clinical stage testing, including a treatment for glaucoma that demonstrated clinical proof of concept in late Phase 2 clinical trials. In his role as founder and former Chairman of Orphan Technologies, Dr. Salzman developed three novel enzyme replacement therapies for rare metabolic diseases.

Dr. Salzman has been funded by the U.S. National Institutes of Health, authoring 75 federal grants and receiving $102 million in federal grant funding. In addition to 175 peer-reviewed scientific publications, Dr. Salzman holds 40 patents in the fields of medicine, pharmacology, organic chemistry, and medical devices.

Dr. Salzman attended Harvard Medical School and completed a pediatric internship and residency at Columbia University. He completed post-doctoral fellowship training in pediatric infectious disease, neonatology, pediatric critical care, and mucosal immunology at the Weizmann Institute of Science in Rehovot, Israel, Boston Children's Hospital Medical Center, and Massachusetts General Hospital.

Dr. Salzman serves as Founder and Chairman of Radikal Therapeutics, Salzman Capital Ventures, Salzman Lovelace Investments, Tisbury Pharmaceuticals, and Respirometics, and is the Director of Drug Development at Lovelace Respiratory Research Institute.

David Stefansky - Director

Mr. Stefansky is a principal of Bezalel Partners, a merchant bank that provides capital formation and strategic advisory services to mid-market private and small to mid-cap public companies in the healthcare, life sciences, and technology sectors. Mr. Stefansky brings more than 20 years of principal investment, investment banking, and operational experience to the Bezalel team. Prior to forming Bezalel, Mr. Stefansky was a founder and principal of Harborview Capital, a New York-based private equity firm.

Seth Yakatan - Director

Seth Yakatan, has served as interim Chief Executive Officer of Kalytera from July 2014 to present. Mr. Yakatan brings more than twenty years of experience as a corporate finance professional, actively supporting emerging and established companies in achieving their corporate, financing, and asset monetization objectives. Seth currently serves as Vice President of Business Development at Invion, Ltd. a company, which he helped to found in August 2012. Seth currently serves as a director of FitLife Brands, Inc. and formerly of iSatori, Inc. since September 16, 2014, and served as interim Chief Financial Officer of iSatori, Inc. from April 3, 2015 until the consummation of the merger with FitLife in October 2015. Mr. Yakatan brings more than 24 years of experience as a life sciences business development and corporate finance professional, actively supporting small cap and major companies in achieving corporate, financing, and asset monetization objectives. Mr. Yakatan began his career as a venture capital analyst with Ventana Growth Funds and Sureste Venture Management, where he gained significant experience in creating successful venture- backed life science and biotechnology companies. Prior to founding Katan Associates in 2001, Mr. Yakatan worked in merchant banking at Union Bank of California, N.A., in the Specialized Lending Media and Telecommunications Group. During his six years there, he completed the placement of subordinated debt and private equity investments, exceeding $3 billion in transaction value. Mr. Yakatan is recognized as an expert in the valuation of life sciences companies, stemming from industry experience and academia. He has authored several publications and lectured and guest lectured at corporate workshops and universities on valuation theory, real-world practice and case studies and consulted to several state and provincial governments worldwide on commercialization and capital access initiatives. Mr. Yakatan holds an MBA in Finance from the University of California, Irvine, and a BA in History and Public Affairs from the University of Denver.

Robert Farrell - Chief Financial Officer, Chief Operating Officer, Director

Mr. Farrell has over 25 of years' experience as President and CEO, and as CFO with both public and private companies in the pharmaceutical, biotechnology and medical device industries, including extensive M&A experience, and experience in corporate finance and corporate partnering activities. Most recently, he served as CFO of Amarantus Bioscience Holdings, Inc. Previously, he served as President and CEO of Titan Pharmaceuticals from 2008 to 2009, and as Chief Financial Officer of Titan Pharmaceuticals from 1996 to 2008. From 1991 to 1996, he served as CFO, Corporate Group Vice President and General Counsel at Fresenius USA and Fresenius Medical Care where he completed 6 corporate partnership and M&A transactions totalling over $4 billion. Mr. Farrell holds a J.D. from the University of California's Hastings College of Law.

Ronald Erickson - Director

Ronald Erickson is a senior executive with more than 30 years of experience in the high technology, telecommunications, micro-computer, and digital media industries. Mr. Erickson was the founder, in April 2003, of Visualant, a developer of unique spectral pattern matching technology. Mr. Erickson previously was Chairman, CEO and Co-Founder, of Blue Frog Media, a mobile media and entertainment company; Chairman and CEO of eCharge Corporation, an Internet-based transaction procession company; Chairman, CEO and Co-founder of GlobalTel Resources, a provider of telecommunications services; Chairman, Interim President and CEO of Egghead Software, Inc., a software reseller where he was an original investor; Chairman and CEO of NBI, Inc.; and Co-founder of MicroRim, Inc., the database software developer. Earlier, Mr. Erickson practiced law in Seattle and worked in public policy in Washington, D.C. and New York City. Additionally, Mr. Erickson has been an angel investor and board member of a number of public and private technology companies. In addition to his business activities, Mr. Erickson serves on the Board of Trustees of Central Washington University where he received his BA degree. He also holds a MA from the University of Wyoming and a JD from the University of California, Davis. He is licensed to practice law in the State of Washington.

Jerome B. Zeldis - Director

Jerome B. Zeldis is currently the CEO of Celgene Global Health and the Chief Medical Officer of Celgene Corporation, based in Summit, NJ. Dr. Zeldis serves as the Chief Executive Officer of Celgene Global Health and Chief Medical Officer of Celgene Corporation. He has been employed at Celgene Corporation since February 1997. Dr. Zeldis attended Brown University for an A.B., M.S., followed by Yale University for a M.Phil., M.D., Ph.D. in Molecular Biophysics and Biochemistry (immunochemistry). Dr. Zeldis trained in Internal Medicine at the UCLA Center for the Health Sciences and Gastroenterology at Massachusetts General Hospital and Harvard Medical School. He was Assistant Professor of Medicine at the Harvard Medical School, Associate Professor of Medicine at University of California, Davis, Clinical Associate Professor of Medicine at Cornell Medical School, and Professor of Clinical Medicine at the Robert Wood Johnson Medical School in New Brunswick, NJ. Prior to joining Celgene, Dr. Zeldis worked at Sandoz Research Institute and Janssen Research Institute in both clinical research and medical development capacities. He has served as a board member of several start-up biotechnology companies and is currently on the board of Semorex Corporation, PTC Corporation, Soligenix, Trek Therapeutics, and BionorPharma. He has published 122 peer reviewed articles and holds 43 U.S. patents.

Jeff Paley - Director

Jeff Paley has been an active clinician and consultant in the healthcare industry for the past 22 years, during which time Dr. Paley has consulted for over 30 analysts and portfolio managers in the biotechnology, pharmaceutical, specialty pharmaceutical, and medical technology arenas, reviewing the clinical, preclinical and regulatory pedigrees of numerous therapeutics and devices. Dr. Paley founded Access Medical Associates, PC in 2003, after spending five years on the full-time academic faculty of Weill Cornell Medical College, where he served as a Director of Clinical Research at the Cornell Internal Medicine Associates. At Weill-Cornell, Dr. Paley was a Principal or Co-Principal Investigator on several studies of diabetes, hypertension, and cholesterol disorders, including the landmark ACCORD study of intensive hyperglycemia, hypertension and hyperlipidemia management. Additional clinical interests include sleep disorders, weight loss, adult attention-deficit disorder, and cardiovascular disease prevention. He has served as a Director of Retrophin, Kellbenx Inc., and Remote Radiology, Inc. He trained at Harvard Medical School and completed a residency in Internal Medicine at Massachusetts General Hospital. He holds a Bachelor's Degree in mathematics and Rabbinic Ordination from Yeshiva University.

Gary Leong - Director

Gary Leong is the Chief Scientific Officer of Aphria Inc., a Health Canada licensed producer of medical cannabis products. Gary has a personal background in quality assurance, quality control, quality system audits, international and domestic regulatory affairs and product research and development. Gary currently is the president of Neautrical Solutions Inc. located in Surrey, British Columbia. Prior to that, he was the Chief Scientific Officer at Jamieson Laboratories Limited. He began at Jamieson in the year 2000 as the Vice President of Scientific and Technical Affairs. He also held the position of Quality Control Manager at Boehringer Ingelheim Consumer Products: Quest Vitamins and Development Officer at Atomic Energy of Canada: Radiochemical Company. Gary's educational background began with a Bachelors of Science in Chemistry and has taken him most recently to an MBA in Quality Management from City University of Bellevue Washington. Gary is currently affiliated with The Life Sciences Working Team of Windsor-Essex Economic Development Corporation. In the past, he was a member of the Natural Health Products Directorate Program Advisory Committee and a board member of the Ontario Ginseng Innovation and Research Consortium.

Victoria Rudman - Treasurer and Secretary

Victoria Rudman served as interim Chief Financial Officer of Kalytera from March 2015 through June 2016, and has served as Treasurer and Secretary of Kalytera from March 2015 to present. Ms. Rudman has over 25 years of professional experience in multiple aspects of leadership, operations, accounting, finance, taxation and fiscal management. Ms. Rudman has spent most of her career in Fortune 50 global investment bank and retail brokerage firms as well as small cap public companies and start-up ventures. She served as Chairman and CEO of Intelligent Living Inc. from 2011 through November 2014. Previously, Victoria held various technology controllership positions at Morgan Stanley and acted as a Vice President at Bear Stearns and Director of Business Planning & Strategy at Visual Networks, where she was the lead project manager for the entire technology business enterprise, including IPO and strategic M&A. Victoria holds a Bachelor of Business Administration in Public Accounting from Pace University, Lubin School of Business.

Santa Maria Shareholders' Meeting

In connection with the Proposed Transaction, Santa Maria will be holding a special shareholders' meeting on December 12, 2016 (the "Santa Maria Meeting") pursuant to which holders ("Santa Maria Shareholders") of common shares in the capital of Santa Maria ("Santa Maria Shares") will be asked to consider and, if thought appropriate, to approve:

  1. An amendment to the articles of the Santa Maria with respect to the consolidation of the Santa Maria Shares on the basis of one (1) post-consolidation Santa Maria Share for every 2.3 pre-consolidation Santa Maria Shares held (the "Consolidation"). Presently there are 35,006,364 Santa Maria Shares issued and outstanding.
  1. The name change of Santa Maria to "Kalytera Therapeutics, Inc." or such other name that is acceptable to the board of directors of the Santa Maria (the "Name Change").
  1. The continuance of Santa Maria from the Business Corporations Act (Ontario) to the Business Corporations Act (British Columbia) (the "Continuance").
  1. Conditional upon, and effective as of the completion of the Proposed Transaction, fixing the number of directors of Santa Maria at eight (8), and, conditional upon, and effective as of the completion of the Proposed Transaction, the election of David Stefansky, Seth Yakatan, Robert Farrell, Andrew Salzman, Garry Leong, Ronald Erickson, Jerome Zeldis and Jeffrey Paley as directors of Santa Maria (the "Contingent Board"). Further details regarding the proposed directors are provided below.
  1. To approve the adoption of a fixed stock option plan that reserves for issuance such number of Santa Maria Shares as is equal to 20% of the issued and outstanding Santa Maria Shares on the effective date of the Proposed Transaction (the "Fixed Option Plan"), in replacement of the existing stock option plan of the Company.

Further details regarding matters to be considered at the Santa Maria Meeting are provided in the Santa Maria management information circular dated November 11, 2016, which can be accessed through the Internet on the System for Electronic Document Analysis and Retrieval (SEDAR), which can be accessed at www.sedar.com.

Sponsorship

Sponsorship of the Proposed Transaction may be required by the TSXV unless an exemption or waiver from this requirement can be obtained in accordance with the policies of the TSXV. Santa Maria has applied to the TSXV for an exemption from the sponsorship requirement. There is no assurance that a waiver from this requirement can or will be obtained.

The Proposed Transaction is expected to close in the fourth quarter of 2016.

Conditions of Completion

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. The Proposed Transaction cannot close until approval of the holders of common stock of Kalytera (the "Kalytera Shareholders") is obtained. Santa Maria has applied to the TSXV for an exemption from the Santa Maria Shareholder requirements in connection with the Proposed Transaction. There can be no assurance that the Proposed Transaction will be completed as proposed, or at all.

Other conditions to the completion of the Proposed Transaction include, but are not limited to:

  • The approval of the Kalytera Shareholders of the Proposed Transaction, the approval of the Santa Maria Shareholders of the Consolidation, Name Change, Continuance, Contingent Board and Fixed Option Plan.
  • Satisfaction of the escrow release conditions as set forth in the subscription receipt agreement dated November 1, 2016, as amended November 8, 2016, and as may be further amended from time to time, between Santa Maria, Kalytera, the Lead Agent (as defined below) and TSX Trust Company, and the release of net proceeds of the Offering and Subsequent Offering (as both terms are defined below).
  • TSXV approval of the issuance and listing of the Resulting Issuer Shares in connection with the Proposed Transaction.

Update on Subsequent Financing

As disclosed in the Corporation's November 4, 2016, press release, Kalytera completed a brokered private placement offering (the "Offering") of subscription receipts ("Subscription Receipts") pursuant to an agency agreement (the "Agency Agreement") with Clarus Securities Inc. (the "Lead Agent"), together with Haywood Securities Inc. (the "Agents") of 17,500,000 Subscription Receipts at a price of C$0.40 per Subscription Receipt (the "Offering Price") for gross proceeds of C$7,000,000. Each Subscription Receipt entitles the holder to receive, upon satisfaction of the escrow release conditions and without payment of additional consideration, one Resulting Issuer Share.

Kalytera anticipates completing an additional private placement of subscription receipts for gross proceeds of C$1,333,333 (the "Subsequent Offering"). The Subsequent Offering is expected to be completed at a price per Subscription Receipt equal to the Offering Price, on substantially the same terms as the Offering. It is expected that the Agents in respect of the Subsequent Offering will be entitled to receive similar compensation as was provided in connection with the Offering. It is anticipated the Agency Agreement will be amended in connection with the Subsequent Offering.

Additional Information

The Santa Maria Shares are currently halted from trading pending completion of the Proposed Transaction.

All information contained in this press release with respect to Kalytera and Santa Maria was supplied by the respective parties, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

The common shares of Santa Maria have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. 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.

Cautionary Note

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, completion of the Subsequent Offering and TSXV acceptance. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed, or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Santa Maria should be considered highly speculative.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) has in any way passed upon the merits of the Proposed Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws for each of the Company and Kalytera, relating to the completion of Proposed Transaction, the Name Change, the Consolidation, the Continuance, the Contingent Board, the Fixed Plan, completion of the Subsequent Offering and associated transactions, including statements regarding the Proposed Transaction, the Name Change, the Consolidation, the Continuance, the Contingent Board, the Fixed Plan and the Subsequent Offering. 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 will not proceed with the Proposed Transaction, the Subsequent Offering, the Name Change, the Consolidation, the Continuance, the Contingent Board, the Fixed Plan and associated transactions, that the ultimate terms of the Proposed Transaction, the Subsequent Offering, the Name Change, the Consolidation, the Continuance, the Contingent Board, the Fixed Plan and associated transactions will differ from those that currently are contemplated, and that the Proposed Transaction, the Subsequent Offering,, the Name Change, the Consolidation, the Continuance, the Contingent Board, the Fixed Plan and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release.

Contact Information

  • Kalytera Therapeutics, Inc.
    Robert Farrell
    President and CFO
    (888) 861-2008
    info@kalytera.co

    Santa Maria Petroleum Inc.
    Lisa-Marie Iannitelli
    Investor Relations
    (416) 362-4441