Perimeter Medical Imaging AI Announces Additional Closing of Non-Brokered Private Placement

Rhea-AI Summary

Perimeter Medical Imaging AI (TSXV: PINK) (OTC: PYNKF) has announced the second and final closing of its non-brokered private placement. The company issued 4,846,501 common shares at $0.42 per share, raising $2,035,530 in gross proceeds. Combined with the initial closing, Perimeter has issued a total of 28,317,061 common shares for aggregate gross proceeds of $11,893,166.

The net proceeds will be used for working capital, commercialization of Perimeter's technology, clinical studies, further technology development, and general corporate purposes. The issued securities are subject to a four-month hold period. Finder's fees of $53,285 were paid to certain arm's length finders.

Notably, CEO Adrian Mendes purchased 321,750 shares, and director Suzanne Foster acquired 70,000 shares in this closing, constituting a related party transaction under TSX Venture Exchange Policy 5.9 and MI 61-101.

Positive

• Successful completion of non-brokered private placement raising $11,893,166 in total gross proceeds
• Funds to be used for working capital, technology commercialization, clinical studies, and further development
• Insider participation in the offering, including CEO and director purchases, demonstrating confidence in the company

Negative

• Potential dilution of existing shareholders due to issuance of 28,317,061 new common shares
• Related party transactions may raise concerns about corporate governance

TORONTO and DALLAS, Oct. 10, 2024 /PRNewswire/ - Perimeter Medical Imaging AI, Inc. (TSXV: PINK) (OTC: PYNKF) ("Perimeter" or the "Company"), a commercial-stage medical technology company, is pleased to announce the second and final closing (the "Second 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").

Under the Second Closing, the Company issued 4,846,501 Common Shares at a price of $0.42 per Common Share, for gross proceeds of $2,035,530. On September 30, 2024, the Company announced the initial closing of the Offering with proceeds of $9,857,636. In total, the Company has issued 28,317,061 Common Shares for aggregate gross proceeds of $11,893,166. All dollar figures are quoted in Canadian dollars.  

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 the Offering will be subject to a hold period of four months plus a day.

In connection with the Second Closing, the Company paid finder's fees to certain arm's length finders, consisting of a cash fee equal to $53,285 in the aggregate.

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.

In addition to insider participation in the initial closing announced on September 30, 2024, with respect to the Second Closing, Adrian Mendes, the Chief Executive Officer of the Company, purchased a total of 321,750 Common Shares under the Offering, and Suzanne Foster, a director of the Company, purchased a total of 70,000 Common Shares under 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 had not yet been finalized.

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, statements regarding the use of proceeds of the Offering 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.

FAQ

How much did Perimeter Medical Imaging AI (PYNKF) raise in its recent private placement?

Perimeter Medical Imaging AI raised a total of $11,893,166 in gross proceeds from its non-brokered private placement, with $2,035,530 coming from the second and final closing announced on October 10, 2024.

What is the intended use of funds from Perimeter Medical Imaging AI's (PYNKF) private placement?

The net proceeds will be used for working capital, commercialization of Perimeter's technology, clinical studies, further development of the company's technology, and general corporate purposes.

Did any insiders participate in Perimeter Medical Imaging AI's (PYNKF) private placement?

Yes, CEO Adrian Mendes purchased 321,750 common shares, and director Suzanne Foster acquired 70,000 common shares in the second closing of the private placement.

What was the price per share for Perimeter Medical Imaging AI's (PYNKF) private placement?

The common shares were issued at a price of $0.42 per share in Perimeter Medical Imaging AI's private placement.