TORONTO and DALLAS, Sept. 30,
2024 /CNW/ - Perimeter Medical Imaging AI, Inc.
(TSXV: PINK) (OTC: PYNKF) ("Perimeter" or the "Company"), a
commercial-stage medical technology company, is pleased to announce
the closing of its non-brokered private placement of common shares
in the capital of the Company ("Common Shares") announced on
September 10, 2024 (the
"Offering").
The Company issued 23,470,560 Common Shares at a price of
$0.42 per Common Share, for gross
proceeds of $9,857,635. Additionally,
the Company may complete one or more additional closings, for
aggregate gross proceeds (together with the proceeds raised under
the initial closing) of up to approximately $13.5 million. All dollar figures are quoted in
Canadian dollars.
"We greatly appreciate the continued support and confidence
shown by our investors that participated in this Offering," said
Adrian Mendes, Perimeter's Chief
Executive Officer. "The proceeds from the financing will help us to
continue driving U.S. commercial adoption of our first FDA-cleared
product, Perimeter S-Series OCT, while we also advance our
next-generation Perimeter B-Series OCT system, which combines
propriety AI technology with OCT, toward potential
commercialization in the United
States."
Chamath Palihapitiya, CEO of SC Master Holdings LLC ("Social
Capital'), Perimeter's single largest shareholder and the lead
investor in the Offering, said, "Surgeons have worked for years to
innovate every step in the diagnosis and treatment plan for their
cancer patients, with the goal of improving survivability and
quality of life. Yet, intraoperative margin assessment remains one
of their most pressing problems. We are pleased to continue to
support Perimeter, with the hope that combining its ground-breaking
OCT technology with a surgeon's decision making in the operating
room can offer invaluable peace of mind; both to the surgeon, who
no matter how skilled, currently faces nearly one-in-five odds of
needing to perform repeat surgery due to positive margins; and to
their patient, who under the current treatment pathway, typically
needs to wait (and worry) for two-to-seven days for their surgeon
to receive a post-op pathology report which will determine whether
they will have to go through the emotional and physical trauma of a
second surgery due to cancer left behind."
Rocco Schiralli, one of
Perimeter's early individual investors and a participant in the
Offering, stated, "I am very pleased to be associated with a
company, like Perimeter, whose innovative OCT products have real
potential to make an important contribution to Women's Health,
particularly for those undergoing breast-conserving surgeries."
Related to the investment by Social Capital in the Company, the
parties have entered into an amendment to their Investor Rights
Agreement, pursuant to which Social Capital has been provided with
the right, subject to certain ownership thresholds, to nominate up
to two (2) individuals for appointment to the board of directors of
the Company.
The net proceeds of the Offering will be used for working
capital, commercialization of Perimeter's technology, clinical
studies and the further development of Perimeter's technology, and
general corporate purposes.
The securities issued pursuant to Offering will be subject to a
hold period of four months plus a day.
The Common Shares 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 may not be
offered or sold in the United
States absent registration or an available exemption from
the registration requirements of the U.S. Securities Act and
applicable U.S. state securities laws. 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 referenced in this
press release, in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
Social Capital, a control person of the Company purchased a
total of 14,507,453 Common Shares under the Offering. In addition:
(i) Sara Brien, the Chief Financial
Officer of the Company, purchased a total of 64,350 Common Shares
under the Offering; and (ii) an associated entity of Ian Mortimer, a director of the Company,
purchased a total of 200,000 Common Shares under the Offering. The
Company expects that certain additional directors and officers will
participate in future closings of the Offering. The placement 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 placement 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 have not yet been finalized.
Early Warning Disclosure
In accordance with the requirements of National Instrument
62-103, Social Capital announces that it has filed an early warning
report related to its acquisition of 14,507,453 Common Shares under
the Offering for a total purchase price of $6,093,130. Prior to the Offering, Social Capital
owned 14,466,667 Common Shares and 14,466,667 warrants to purchase
Common Shares ("Warrants"), which represented approximately 22.2%
of the then Common Shares outstanding on an undiluted basis and
35.5% on a partially diluted basis, assuming the exercise of the
14,466,667 Warrants. Following the closing of the Offering, Social
Capital now owns 28,974,120 Common Shares and 14,466,667 Warrants,
representing approximately 32.7% of the Common Shares outstanding
on an undiluted and 41.4% on a partially diluted basis, assuming
the exercise of the 14,466,667 Warrants. Social Capital acquired
the Common Shares for investment purposes. In the future, Social
Capital will evaluate its 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, Rocco Schiralli
acquired 8,043,757 Common Shares under the Offering. Prior to the
Offering, Mr. Schiralli owned 3,819,786 Common Shares, which
represented approximately 5.9% of the then Common Shares
outstanding on an undiluted basis. Following the closing of the
Offering, Mr. Schiralli now owns 11,863,543 Common Shares,
representing approximately 13.4% of the Common Shares outstanding
on an undiluted basis. Mr. Schiralli acquired the Common Shares 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 filed by Social Capital and
Mr. Schiralli may be obtained under the Company's profile on SEDAR+
at www.sedarplus.ca.
About Perimeter Medical Imaging AI, Inc.
Based in Toronto, Canada and
Dallas, Texas, Perimeter Medical
Imaging AI (TSX-V: PINK) (OTC: 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 is currently being
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 limited by U.S. law to
investigational use and 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 the expected size of the
Offering, the use of proceeds of the Offering, the jurisdictions in
which the Units will be offered or sold, the number of Common
Shares offered or sold, the ability of Perimeter to close the
Offering on terms announced (if at all), the timing and ability of
Perimeter to satisfy the customary listing conditions of the TSX
Venture Exchange (if at all) and the investment intentions of
Social Capital, 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 for the year ended December 31, 2023, which is 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: skilmer@perimetermed.com
Adrian Mendes
Chief Executive Officer
Toll-free: 888-988-7465 (PINK)
Email: investors@perimetermed.com
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SOURCE Perimeter Medical Imaging AI Inc.