Kalytera Announces Private Placement of Common Shares and Common Share Purchase Warrants

World News: . []

SAN FRANCISCO and TEL AVIV, Israel, Jan. 11, 2019 (GLOBE NEWSWIRE) -- Kalytera Therapeutics, Inc. (the “” or “”) (TSX VENTURE: KALY) (OTCQB: KALTF) announced today that it is proceeding with a private placement under which it intends to sell up to an aggregate of 6,000,000 common shares of the Company (the “”) and 6,000,000 common share purchase warrants (the “”) for aggregate gross proceeds of up to C$450,000 (representing a subscription of C$0.075 per each unit consisting of one Common Share and one Warrant) (the “”).

Each Warrant will be exercisable to acquire one Common Share at an exercise price of C$0.10 per Common Share for a period of two years following the Closing Date, subject to customary adjustments in certain events, provided that if, at any time following the date that is four months and one day from the Closing Date, the daily volume weighted average trading price of the Common Shares equals or exceeds C$1.00 for any 10 consecutive trading days, the Company may, on prior written notice, accelerate the expiry date of the Warrants to the date that is 30 days following the date of such notice.  Any unexercised Warrants shall thereafter automatically expire.

The Offering is being facilitated by Alere Financial Partners, a division of Cova Capital Partners LLC (the “”). In connection with the services to be performed by the Agent, the Agent is entitled to receive a cash commission equal to 8% of the aggregate gross proceeds of the Offering payable upon completion of the Offering. In addition, the Agent will also be granted a number of broker warrants (“”) to acquire that number of Common Shares equal to 8% of aggregate number of Common Shares sold in the Offering. Each Broker Warrant will be exercisable to acquire one Common Share at an exercise price of C$0.10 per Common Share for a period of two years following the Closing Date, subject to customary adjustments in certain events, provided that the Broker Warrants shall be subject to the same acceleration terms as the Warrants.

The securities to be issued under the Offering will be offered pursuant to applicable exemptions from the prospectus requirements under applicable securities laws.  The Common Shares, the Warrants, the Broker Warrants and any Common Shares issuable upon exercise thereof will be subject to a statutory hold period lasting four months and one day following the Closing Date.

The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes.

Closing of the Offering is expected to occur on or about January 15, 2019 (the “”). The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange.

The securities being offered have not been, nor will they be, registered under the United States , as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. 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 State in which such offer, solicitation or sale would be unlawful.

The private placement of 11,532,000 common shares and 11,532,000 common share purchase warrants of the Company previously announced on December 18, 2018, will close on or about January 15, 2019. The TSX Venture Exchange has conditionally approved this previously announced private placement.

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, with an initial focus on graft versus host disease and the treatment of acute and chronic pain.

Robert Farrell President, CEO (888) 861-2008

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Globe Newswire: 16:13 GMT Friday 11th January 2019

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