Spectral Medical Inc. Announces Proposed Public Offering of Units

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TORONTO, May 27, 2020 (GLOBE NEWSWIRE) -- Spectral Medical Inc. (“Spectral” or the “Company”) (TSX: EDT), a late stage theranostic company advancing therapeutic options for sepsis and septic shock, announced today that it has filed a preliminary short form prospectus (the “Prospectus”) with the securities regulators in each of the provinces of Canada, except Québec (the “Jurisdictions”), in connection with a proposed marketed public offering of units of the Company (the “Offered Units”) at a price of $0.60 per Offered Unit (the “Offering Price”) for aggregate gross proceeds of up to $5 million (the “Offering”).

Each Offered Unit will consist of one common share of the Company (a “Common Share”) and one-half of one Common Share purchase warrant of the Company (each whole Common Share purchase warrant a “Warrant”), with each Warrant entitling the holder thereof to acquire one Common Share (a “Warrant Share”) at a price of $0.75 for a period of two years following the closing of the Offering.

The Offering will be conducted by Paradigm Capital Inc. (the “Agent”) on a “best efforts” agency basis. The Company has also agreed to grant the Agent an over-allotment option (the “Over-Allotment Option”) to offer for sale up to an additional number of Offered Units equal to 15% of the Offering, at the Offering Price, to cover over-allotments, if any, and for market stabilization purposes. The Over-Allotment Option will be exercisable in whole or in part, in the sole discretion of the Agent, at any time, and from time to time, for a period of 30 days from and including the closing date of the Offering and shall be exercisable for additional Offered Units, Warrants and/or Common Shares (or any combination thereof).

The Company intends to use the net proceeds of the Offering for its Phase III registration trial (TIGRIS) for its PMX treatment for endotoxemic septic shock, including data analysis and submission of documentation to the U.S. FDA, and for general corporate and working capital purposes.

The Offered Units will be offered for sale in the Jurisdictions pursuant to the Prospectus. The Offered Units may also be offered for sale in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable state securities laws, as well as other jurisdictions outside of Canada and the United States as the Company and Agent may agree, on an exempt basis in accordance with applicable securities laws.