Spectral Diagnostics Inc. has announced that it has entered into a private placement agreement with Toray Industries, Inc. ("Toray"), pursuant to which Toray will invest $5 million in Spectral.
Under the terms of the private placement (the "Private Placement"), the Company will issue 16,666,667 common shares in the capital of the Company ("Common Shares") to Toray at a price of $0.30 per Common Share, for gross proceeds of $5 million.
The net proceeds of the Private Placement will be used to continue to support the Company's EUPHRATES clinical trial and for general corporate purposes.
Following the closing of the Private Placement, Toray's investment will represent approximately 12.8% of the issued and outstanding Common Shares, calculated on a non-diluted basis.
Under the terms of the Private Placement, Toray will be entitled to nominate one director to the Spectral board for as long as it holds 10% or more of the issued and outstanding Common Shares (calculated on a non-diluted basis).
"This strategic investment not only provides additional funds for our clinical trial, but also strengthens the existing collaborative relationship we have with Toray," said Anthony Businskas, Executive Vice President and CFO of Spectral.
Businskas continued, "We will work with Toray to complete clinical research for U.S. FDA market approval of Toraymyxin, and we will seek to further expand acceptance of the EAATM/ Toraymyxin theranostic in jurisdictions outside of Japan."
Closing of the Private Placement is subject to the approval of the Toronto Stock Exchange and other customary closing conditions. The Private Placement is currently expected to close at the beginning of April, 2013.