SAN FRANCISCO, July 20, 2021 (GLOBE NEWSWIRE) — Claritas Pharmaceuticals, Inc. (OTC:KALTF) (the “Company” or “Claritas“) is pleased to announce that the previously disclosed consolidation of its Common Shares (the “Consolidation“) has received final approval from the TSXV on the basis of one post-Consolidation Common Share for every twenty pre-Consolidation Common Shares (1-for-20). The Consolidation will be effective on July 23, 2021 (the “Effective Date“).
The Company’s new CUSIP and ISIN numbers for the Company’s active listed securities are:
- Common shares: ISIN: “CA1806342061”; CUSIP: “180634206”
- Warrants designated as WT: ISIN: “CA1806341493” ; CUSIP: “180634149”
- Warrants designated as WTS22: ISIN: “CA1806341311”; CUSIP: “180634131”
Securityholders as of the Record Date will receive a letter of transmittal providing instructions for the exchange of their Shares as soon as practicable following the Effective Date. Normally, only securityholders holding physical certificates representing their securities will have to arrange for the exchange of their pre-consolidation certificates with post-consolidation certificates while securityholders holding their securities electronically with their brokers may not have to take additional steps (securityholders should consult with their brokers with respect to their process.)
Effect of Consolidation on Number of Securities of the Company Currently Outstanding
The Company currently has 707,517,170 Common Shares issued and outstanding. Following the Consolidation, the number of Common Shares issued and outstanding will be reduced by a factor of 20 to approximately 35,375,859.
Similarly, the number of Common Shares that convertible debenture holders, warrant holders, and option holders will be issued upon conversion or exercise of such securities will also be reduced by a factor of 20.
Currently issued & outstanding debentures of the Company are convertible into 3,397,128 Common Shares and post-Consolidation would be convertible into approximately 169,856 Common Shares.
Currently issued & outstanding warrants of the Company are convertible into 226,652,468 Common Shares and post-Consolidation would be convertible into approximately 11,332,623 Common Shares. The following table lists the post-Consolidation exercises prices for the Company’s publicly listed warrants:
|Total Listed Warrants Outstanding||Exercise Price Post-Consolidation||Expiration Date|
|August 2018 Public Placement – Investors Aug 8 Closing.||976,650||3.10||8/8/21|
|August 2018 Public Placement – Investors Aug 16 Closing||146,498||3.10||8/8/21|
|April & May 2019 Public Placement – Investors||8,375,750||1.30||4/26/22|
|TOTAL LISTED WARRANTS OUTSTANDING POST-CONSOLIDATION||9,498,898|
Currently issued & outstanding options of the Company are convertible into 30,208,355 Common Shares and post-Consolidation would be convertible into approximately 1,510,418 Common Shares.
The foregoing numbers are approximations as the number of securities held by each securityholder will differ before and after the Consolidation and will be determined with respect of each different holder. If, as a result of the Consolidation, a shareholder would otherwise be entitled to a fraction of a Common Share in respect of the total aggregate number of pre-consolidation Common Shares held by such shareholder, no such fractional Common Share will be awarded. The aggregate number of Common Shares that such shareholder is entitled to will, if the fraction is less than one half of one share, be rounded down to the next closest whole number of Common Shares, and if the fraction is at least one half of one share, be rounded up to one whole Common Share. For more information please refer to the Circular.
About Claritas Pharmaceuticals
Claritas Pharmaceuticals, Inc. is a clinical stage biopharmaceutical company focused on developing and commercializing therapies for patients with significant unmet medical needs. Claritas focuses on areas of unmet medical need, and leverages its expertise to find solutions that will improve health outcomes and dramatically improve people’s lives.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release may contain certain forward-looking information and statements (“forward-looking information”) within the meaning of applicable Canadian securities legislation, that are not based on historical fact, including without limitation with respect of the Consolidation, the Consolidation’s effect on securityholders of the Company, regulatory approval of the Consolidation, the payment of shares for services, and other statements containing the words “believes”, “anticipates”, “plans”, “intends”, “will”, “should”, “expects”, “continue”, “estimate”, “forecasts” and other similar expressions, whether referred to in this news release and any other document referenced in this document. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that future clinical studies may not proceed as expected or may produce unfavorable results such that it may affect whether the Consolidation will be completed or if so completed as currently contemplated, the Consolidation’s effects on securityholders, whether any service provider may request payment in securities of the Company, and whether the Company will receive the required regulatory approval for the Consolidation or payment of securities for services provided to the Company. Claritas undertakes no obligation to comment on analyses, expectations or statements made by third parties, its securities, or financial or operating results (as applicable). Although Claritas believes that the expectations reflected in forward-looking information in this press release are reasonable, such forward-looking information has been based on expectations, factors and assumptions concerning future events which may prove to be inaccurate and are subject to numerous risks and uncertainties, certain of which are beyond Claritas’ control. The Company’s Consolidation has not yet been affected and the Company believes that it will affect the Consolidation subject to regulatory compliance as soon as practicable after this news release. The Company’s mentioned arrangement to pay shares for services is subject to TSXV approval. The forward-looking information contained in this press release is expressly qualified by this cautionary statement and is made as of the date hereof. Claritas disclaims any intention and has no obligation or responsibility, except as required by law, to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.