TIDMSMD
RNS Number : 7616L
Spectral MD Holdings, Ltd.
07 September 2023
The following amendment has been made to the 'Rosecliff
Stockholders Approve Business Combination with Spectral MD at
Special Meeting' announcement released on 7 September 2023 at 11:36
under RNS No 7453L.
Expected time and date of the Closing of the Transaction
confirmed as 5:00 'p.m.' EST
All other details remain unchanged.
The full amended text is shown below.
Spectral MD Holdings, Ltd.
("Spectral MD" or the "Company")
Rosecliff Stockholders Approve Business Combination with
Spectral MD at Special Meeting
LONDON, U.K. AND DALLAS, TX, U.S. -Spectral MD Holdings, Ltd.
(AIM: SMD), an artificial intelligence (AI) company focused on
medical diagnostics for faster and more accurate treatment
decisions in wound care, provides a progress update regarding its
proposed business combination with Rosecliff Acquisition Corp I
("Rosecliff") (the "Transaction"). At yesterday's Rosecliff's
special meeting of stockholders, all resolutions to approve the
Transaction were duly approved.
As such, Rosecliff has filed an updated Form 8-K in relation to
the Transaction, which can be found here. All conditions associated
with the Transaction have now been completed. In compliance with
the Business Combination Agreement, the Company anticipates
finalizing its Nasdaq compliance and technical listing requirements
in accordance with the following timetable:
FINAL TIMETABLE OF PRINCIPAL EVENTS
2023
Expected last day of dealings in Ordinary 7 September
Shares on AIM
Expected time and date that the Admission 7 a.m. BST on 8 September
to trading of the Ordinary Shares on AIM 5:00 p.m. EST on 11
will be cancelled September
Expected time and date of the Closing of
the Transaction
Admission of Shares in Combined Company 9:30 a.m. EST on 12
to Trading on Nasdaq September
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 as it forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act
2018 ("MAR"). Upon the publication of this announcement via
Regulatory Information Service ("RIS"), this inside information is
now considered to be in the public domain.
This press release is provided for informational purposes only
and contains information with respect to a proposed business
combination among Spectral MD, Rosecliff, Ghost Merger Sub I Inc.,
a wholly-owned subsidiary of Rosecliff and Ghost Merger Sub II LLC,
a wholly-owned subsidiary of Rosecliff (the "Transaction"). In
connection with the proposed Transaction, Rosecliff filed with the
U.S. Securities and Exchange Commission (the "SEC") a registration
statement on Form S-4, which includes a proxy statement/prospectus
(as amended from time to time, the "Registration Statement") and
was deemed effective as of August 11, 2023. A full description of
the proposed Transaction has been included in the Registration
Statement filed by Rosecliff with the SEC. Rosecliff's
stockholders, investors and other interested persons are advised to
read the Registration Statement as well as other documents that
have been filed or will be filed with the SEC, as these documents
will contain important information about Rosecliff, Spectral MD,
and the proposed Transaction. Rosecliff investors and stockholders
will also be able to obtain copies of the proxy
statement/prospectus and other documents filed with the SEC,
without charge, once available, at the SEC's website at
www.sec.gov.
Participants in the Solicitation
Rosecliff, Spectral MD and certain of their respective
directors, executive officers, other members of management and
employees may, under SEC rules, be deemed participants in the
solicitation of proxies from Rosecliff's stockholders with respect
to the proposed Transaction. Investors and security holders may
obtain more detailed information regarding the names and interests
in the proposed Transaction of Rosecliff's directors and officers
in Rosecliff's filings with the SEC, including Rosecliff's
definitive proxy statement, the Registration Statement and other
documents filed with the SEC. Such information with respect to
Spectral MD's directors and executive officers has also been
included in the Registration Statement.
No Offer or Solicitation
This press release and the information contained herein do not
constitute (i) (a) a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
proposed Transaction or (b) an offer to sell or the solicitation of
an offer to buy any security, commodity or instrument or related
derivative, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction or (ii) an offer or
commitment to lend, syndicate or arrange a financing, underwrite or
purchase or act as an agent or advisor or in any other capacity
with respect to any transaction, or commit capital, or to
participate in any trading strategies. No offer of securities in
the United States or
to or for the account or benefit of U.S. persons (as defined in
Regulation S under the U.S. Securities Act of 1933 (the "Securities
Act") shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act, or an exemption
therefrom. Investors should consult with their counsel as to the
applicable requirements for a purchaser to avail itself of any
exemption under the Securities Act.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. This includes, without limitation, all statements regarding
(i) the proposed Transaction with Rosecliff, including statements
regarding anticipated timing of the proposed Transaction, (ii)
valuation of the proposed Transaction, (iii) the closing of the
proposed Transaction, (iv) the ability to maintain compliance with
Nasdaq Global Market listing requirements and to maintain listing,
or for the Combined Company to be listed, on the Nasdaq Global
Market, (v) Rosecliff and Spectral MD's managements' expectations
and expected synergies of the proposed Transaction and the Combined
Company, (vi) the use of proceeds from the proposed Transaction,
(vii) potential government contracts, and (viii) expected
beneficial outcomes and synergies of the proposed Transaction, (ix)
Spectral MD's U.S. government contracts and future awards, (x) FDA,
CE and UKCA regulatory submissions and approvals, (xi) target
markets of burn wounds and diabetic foot ulcers, (xii) possible
competitors, (xiii) future clinical indications and use of BARDA,
(xiv) future applications of Spectral MD products, (xv) potential
indications and areas of interest supported by BARDA, (xvi) future
and pending U.S. patent applications and foreign and international
patent applications, (xvii) the AIM delisting and its effects for
U.K. Spectral MD shareholders, (xviii) the development of
DeepView(R) technology and tools; (xixi) the effectiveness of the
DeepView(R) platform in assessing burn wounds, (xx) the reliability
of any studies performed by Spectral MD, and (xxxiii) the
completion of any certifications. Generally, statements that are
not historical facts, including statements concerning our possible
or assumed future actions, business strategies, events or results
of operations, are forward-looking statements. These statements may
be preceded by, followed by or include the words "believes,"
"estimates," "expects," "projects," "forecasts," "may," "will,"
"should," "seeks," "plans," "scheduled," "anticipates" or "intends"
or similar expressions. Such forward-looking statements involve
risks and uncertainties that may cause actual events, results or
performance to differ materially from those indicated by such
statements. These forward-looking statements are expressed in good
faith, and Spectral MD and Rosecliff believe there is a reasonable
basis for them. However, there can be no assurance that the events,
results or trends identified in these forward-looking statements
will occur or be achieved. Forward-looking statements speak only as
of the date they are made, and neither Spectral MD nor Rosecliff is
under any obligation, and expressly disclaim any obligation, to
update, alter or otherwise revise any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as required by law.
Forward-looking statements are inherently subject to risks,
uncertainties and assumptions. In addition to risk factors
previously disclosed in Rosecliff's reports filed with the SEC and
those identified elsewhere in this press release, the following
factors, among others, could cause actual results to differ
materially from forward-looking statements or historical
performance: (i) risks associated with product development and
regulatory review, including the time, expense and uncertainty of
obtaining clearance, approval or De Novo classification for
Spectral MD's DeepView technology, (ii) Spectral MD's ability to
obtain additional funding when needed and its dependence on
government funding, (iii) expectations regarding Spectral MD's
strategies and future financial performance, including its future
business plans or objectives, prospective performance and
opportunities and competitors, revenues, products and services,
pricing, operating expenses, market trends, liquidity, cash flows
and uses of cash, capital expenditures, and Spectral MD's ability
to invest in growth initiatives and pursue acquisition
opportunities; (iv) the risk that the proposed Transaction may not
be completed in a timely manner at all, which may adversely affect
the price
of Rosecliff's securities; (v) the failure to satisfy the
conditions to the consummation of the proposed Transaction,
including the adoption of the business combination agreement by the
stockholders of Rosecliff and the stockholders of Spectral MD, and
the receipt of certain governmental and regulatory approvals; (vi)
the lack of third party valuation in determining whether or not to
pursue the proposed Transaction; (vii) the ability of the Combined
Company to be listed, on the Nasdaq Global Market; (viii) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the business combination agreement;
(ix) the outcome of any legal proceedings that may be instituted
against Rosecliff or Spectral MD following announcement of the
proposed Transaction; (x) the risk that the proposed Transaction
may not be completed by Rosecliff's business combination deadline
and the potential failure to obtain an extension of the business
combination deadline; (xi) the effect of the announcement or
pendency of the proposed Transaction on Spectral MD's business
relationships, operating results, and business generally; (xii)
volatility in the price of Rosecliff's securities due to a variety
of factors, including changes in the competitive and regulated
industries in which Rosecliff plans to operate or Spectral MD
operates, variations in operating performance across competitors,
changes in laws and regulations affecting Rosecliff's or Spectral
MD's business, Spectral MD's inability to implement its business
plan or meet or exceed its financial projections and changes in the
combined capital structure; (xiii) Rosecliff's ability to raise
capital as needed; (ixv) the ability to implement business plans,
forecasts, and other expectations after the completion of the
proposed Transaction and identify and realize additional
opportunities; (xv) the risk that the announcement and consummation
of the proposed Transaction disrupts Spectral MD's current
operations and future plans; (xvi) the ability to recognize the
anticipated benefits of the proposed Transaction; (xvii) unexpected
costs related to the proposed Transaction; (xviii) the amount of
any redemptions by existing holders of the Rosecliff common stock
being greater than expected; (xix) limited liquidity and trading of
Rosecliff's securities; (xx) geopolitical risk and changes in
applicable laws or regulations; (xxi) the possibility that
Rosecliff and/or Spectral MD may be adversely affected by other
economic, business, and/or competitive factors; (xxii) operational
risk; and (xxiii) changes in general economic conditions, including
as a result of the COVID-19 pandemic. The foregoing list of factors
is not exhaustive. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the
"Risk Factors" sections of the Rosecliff's Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, the Registration Statement
and the other documents filed by Rosecliff from time to time with
the SEC. These filings identify and address other important risks
and uncertainties that could cause actual events and results to
differ materially from those contained in the forward-looking
statements.
Readers are cautioned not to put undue reliance on
forward-looking statements, and neither Spectral MD nor Rosecliff
assumes any obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by securities and
other applicable laws. Neither Spectral MD nor Rosecliff gives any
assurance that it will achieve its expectations .
For further information please contact:
Spectral MD Holdings, Ltd. IR@Spectralmd.com
Wensheng Fan, Chief Executive Officer via Walbrook PR
Nils Windler, Chief Financial Officer
SP Angel Corporate Finance LLP (NOMAD and Joint Broker for Spectral MD) Tel: +44 (0)20 3470 0470
Stuart Gledhill / Harry Davies-Ball (Corporate Finance)
Vadim Alexandre / Rob Rees (Sales & Broking)
The Equity Group Inc. (US Investor Relations) dsullivan@equityny.com
Devin Sullivan Tel: 212-836-9608
Walbrook PR Ltd (UK Media & Investor Relations) spectralMD@walbrookpr.com
Paul McManus / Louis Ashe-Jepson / Alice Woodings Tel: +44 (0)20 7933 8780
About Spectral MD
Spectral MD is a predictive AI company focused on medical
diagnostics for faster and more accurate treatment decisions in
wound care for burn, DFU, and future clinical applications. At
Spectral MD, we are a dedicated team of forward-thinkers striving
to revolutionize the management of wound care by "Seeing the
Unknown"(R) with our DeepView(R) Wound Diagnostics System. The
Company's DeepView(R) platform is the only predictive diagnostic
device that offers clinicians an objective and immediate assessment
of a wound's healing potential prior to treatment or other medical
intervention. With algorithm-driven results that substantially
exceed the current standard of care, Spectral MD's diagnostic
platform is expected to provide faster and more accurate treatment
insight, significantly improving patient care and clinical
outcomes. For more information, visit the Company at:
www.spectralmd.com.
About Rosecliff Acquisition Corp I
Rosecliff is a blank check company formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses. Its principals possess public and private
market investing experience and operational knowledge to bring
value added benefits to Spectral MD. The Rosecliff team has
substantial experience investing in rapidly growing and disruptive
technologies across the financial, consumer, healthcare and
software industries, as well as a long-term track record in
creatively structuring transactions to unlock and maximize
value.
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END
ROMUPUCGBUPWGWM
(END) Dow Jones Newswires
September 07, 2023 09:22 ET (13:22 GMT)
Spectral Md (LSE:SMD)
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