TIDMSMD
RNS Number : 8394I
Spectral MD Holdings, Ltd.
09 August 2023
Spectral MD Holdings, Ltd
("Spectral MD" or the "Company")
Proposed Cancellation of Admission to Trading on AIM
As stated in the announcement on April 11, 2023, detailing the
planned business combination (the "Transaction") with Rosecliff
Acquisition Corp I ("Rosecliff"), the Board of Spectral MD
Holdings, Ltd. (AIM: SMD), an artificial intelligence (AI) company
focused on medical diagnostics for faster and more accurate
treatment decisions in wound care, proposes to seek shareholder
consent to approve the Transaction and cancel the admission of the
Company's ordinary shares (the "Ordinary Shares") to trading on AIM
(the "Cancellation"). The Company will therefore be posting a
circular to shareholders ("Circular") in relation to the proposed
Cancellation pursuant to Rule 41 of the AIM Rules for Companies
("AIM Rules") in due course with the current expectation that this
will be sent on or around August 18, 2023.
The Circular will set out the background to and reasons for the
Transaction, additional information on the implications of the
Transaction and Cancellation for the Company and its shareholders
and why the Board of Spectral MD believes it to be in the best
interests of the Company and of the shareholders as a whole.
Pursuant to Rule 41 of the AIM Rules for Companies, the Company
is required to obtain the consent of no less than 75 per cent. of
the votes cast by shareholders at a general meeting in order to
request that the Company's Ordinary Shares are cancelled from
trading on AIM.
Cancellation of Admission
Reasons for the Cancellation
The Company's Board has resolved, subject to shareholder
approval, to implement the Cancellation for the following
reasons:
-- Delisting from AIM would remove certain complexities and
duplication that comes with administering two listing regimes. For
example, by simplifying shareholder communications and compliance
with regulatory requirements and by reducing associated costs and
demand for internal resources.
-- The Board expects that a Nasdaq-only listing will attract the
appropriate investor base and investment style, maximizing the
Company's ability to access deeper pools of capital and therefore
strengthens its position to accelerate the commercialization of its
AI Wound Diagnostics Technology via U.S. and European regulatory
approvals and a potential U.S. federal procurement contract.
-- Existing shareholders will be able to own, trade, and
transfer shares of the combined company following the
Transaction.
Accordingly, the Board believes that it is in the best interests
of the Company and its shareholders as a whole to cancel the
admission of the Company's common stock to trading on AIM.
Effect of the Cancellation
If the delisting resolution to be proposed at the general
meeting is passed by the Company's shareholders and the Transaction
is finalized, they will no longer be able to buy and sell common
stock on AIM after the Cancellation.
Following the expected Completion of the Transaction and the
Cancellation taking effect, the Company will comply with all
regulatory requirements for the Nasdaq listing, including all
applicable rules and regulations of the SEC. The Company will no
longer be subject to the AIM Rules for Companies or be required to
retain the services of an independent nominated adviser. The
Company will also no longer be required to comply with the
continuing obligations set out in the Disclosure Guidance and
Transparency Rules (the "DTRs") of the Financial Conduct Authority
(the "FCA") or, provided the Company's securities remain outside
the scope of the regulation, U.K. MAR. In addition, the Company and
its shareholders will no longer be subject to the provisions of the
DTRs relating to the disclosure of changes in significant
shareholdings in the Company.
Cancellation Process
In accordance with Rule 41 of the AIM Rules, the Company has set
out the proposed timetable for completion of the Cancellation
below.
Pursuant to AIM Rule 41, the Cancellation can only be effected
by the Company after securing a resolution of shareholders in a
general meeting passed by a requisite majority, being not less than
75 per cent. of the votes cast by shareholders (in person or by
proxy).
Under the AIM Rules, the Cancellation can only take place after
the expiry of a period of twenty Business Days from the date on
which notice of the Cancellation is given. In addition, a period of
at least five Business Days following the shareholder approval of
the Cancellation is required before the Cancellation may be put
into effect. Accordingly, if the Resolution to cancel the Admission
is approved, it is expected that the last day of dealings in the
Ordinary Shares on AIM will be 7 September, 2023, and the
Cancellation will become effective at 7.00 a.m. BST on 8 September,
2023.
Notice of General Meeting
The Circular to be published in due course will include a copy
of the notice convening the General Meeting which is currently
scheduled to be held at the offices of the Company at 3:00 p.m. BST
on 31 August 2023 (9:00 a.m. Central Time), at which, inter alia,
the Cancellation Resolution will be proposed. The Company reserves
the right to adjourn or schedule the General Meeting to a later
date.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
2023
Date of this announcement and publication 9 August
of expected Cancellation timetable
Publication of the Circular and Notice convening 18 August
General Meeting
Latest time and date for receipt of Form of 28 August
Direction for General Meeting from holders
of Depositary Interests
Latest time and date for receipt of Form of 29 August
Proxy
General Meeting 31 August
Announcement of results of the General Meeting 1 September
Expected last day of dealings in Ordinary 7 September
Shares on AIM
Expected time and date that the Admission to trading of the Ordinary Shares on AIM will 7 a.m. BST on 8 September
be
cancelled
Admission of Shares in Combined Company 7 a.m. ET on 8 September
to Trading on Nasdaq
All expected dates are subject to adjournment by the
Company.
Market Abuse Regulation (MAR) Disclosure
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 as it forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act
2018 ("MAR"). Upon the publication of this announcement via
Regulatory Information Service ("RIS"), this inside information is
now considered to be in the public domain.
Additional Information and Where to Find It
This press release is provided for informational purposes only
and contains information with respect to a proposed business
combination among Spectral MD, Rosecliff, Ghost Merger Sub I Inc.,
a wholly-owned subsidiary of Rosecliff and Ghost Merger Sub II LLC,
a wholly-owned subsidiary of Rosecliff (the "Transaction"). In
connection with the proposed Transaction, Rosecliff filed with the
U.S. Securities and Exchange Commission (the "SEC") a registration
statement on Form S-4, which includes a preliminary proxy
statement/prospectus (as amended from time to time, the
"Registration Statement"). A full description of the proposed
Transaction has been included in the Registration Statement filed
by Rosecliff with the SEC. Rosecliff's stockholders, investors and
other interested persons are advised to read the Registration
Statement as well as other documents that have been filed or will
be filed with the SEC, as these documents will contain important
information about Rosecliff, Spectral MD, and the proposed
Transaction. The Registration Statement has not yet been declared
effective by the SEC. If and when the Registration Statement is
declared effective by the SEC, the proxy statement/prospectus and
other relevant documents for the proposed Transaction will be
mailed to stockholders of Rosecliff as of a record date to be
established for voting on the proposed Transaction. Rosecliff
investors and stockholders will also be able to obtain copies of
the proxy statement/prospectus and other documents filed with the
SEC, without charge, once available, at the SEC's website at
www.sec.gov.
Participants in the Solicitation
Rosecliff, Spectral MD and certain of their respective
directors, executive officers, other members of management and
employees may, under SEC rules, be deemed participants in the
solicitation of proxies from Rosecliff's stockholders with respect
to the proposed Transaction. Investors and security holders may
obtain more detailed information regarding the names and interests
in the proposed Transaction of Rosecliff's directors and officers
in Rosecliff's filings with the SEC, including Rosecliff's
definitive proxy statement, the Registration Statement and other
documents filed with the SEC. Such information with respect to
Spectral MD's directors and executive officers has also been
included in the Registration Statement.
No Offer or Solicitation
This press release and the information contained herein do not
constitute (i) (a) a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
proposed Transaction or (b) an offer to sell or the solicitation of
an offer to buy any security, commodity or instrument or related
derivative, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction or (ii) an offer or
commitment to lend, syndicate or arrange a financing, underwrite or
purchase or act as an agent or advisor or in any other capacity
with respect to any transaction, or commit capital, or to
participate in any trading strategies. No offer of securities in
the United States or
to or for the account or benefit of U.S. persons (as defined in
Regulation S under the U.S. Securities Act of 1933 (the "Securities
Act") shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act, or an exemption
therefrom. Investors should consult with their counsel as to the
applicable requirements for a purchaser to avail itself of any
exemption under the Securities Act.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. This includes, without limitation, all statements regarding
(i) the proposed Transaction with Rosecliff, including statements
regarding anticipated timing of the proposed Transaction, (ii)
redemptions of Rosecliff common stock, (iii) valuation of the
proposed Transaction, (iv) the closing of the proposed Transaction,
(v) the ability to regain compliance with Nasdaq Capital Market
listing requirements and to maintain listing, or for the Combined
Company to be listed, on the Nasdaq Capital Market, (vi) Rosecliff
and Spectral MD's managements' expectations and expected synergies
of the proposed Transaction and the Combined Company, (vii) the use
of proceeds from the proposed Transaction, (viii) potential
government contracts, and (ix) expected beneficial outcomes and
synergies of the proposed Transaction, (x) Spectral MD's U.S.
government contracts and future awards, (xi) FDA, CE and UKCA
regulatory submissions and approvals, (xii) target markets of burn
wounds and diabetic foot ulcers, (xiii) possible competitors, (xiv)
future clinical indications and use of BARDA, (xv) potential PIPE
transaction and amount raised, (xvi) future applications of
Spectral MD products, (xvii) potential indications and areas of
interest supported by BARDA, (xviii) future and pending U.S. patent
applications and foreign and international patent applications,
(xvix) the AIM delisting and its effects for U.K. Spectral MD
shareholders, (xxx) the development of DeepView(R) technology and
tools; (xxxi) the effectiveness of the DeepView(R) platform in
assessing burn wounds, (xxxii) the reliability of any studies
performed by Spectral MD, and (xxxiii) the completion of any
certifications. Generally, statements that are not historical
facts, including statements concerning our possible or assumed
future actions, business strategies, events or results of
operations, are forward-looking statements. These statements may be
preceded by, followed by or include the words "believes,"
"estimates," "expects," "projects," "forecasts," "may," "will,"
"should," "seeks," "plans," "scheduled," "anticipates" or "intends"
or similar expressions. Such forward-looking statements involve
risks and uncertainties that may cause actual events, results or
performance to differ materially from those indicated by such
statements. These forward-looking statements are expressed in good
faith, and Spectral MD and Rosecliff believe there is a reasonable
basis for them. However, there can be no assurance that the events,
results or trends identified in these forward-looking statements
will occur or be achieved. Forward-looking statements speak only as
of the date they are made, and neither Spectral MD nor Rosecliff is
under any obligation, and expressly disclaim any obligation, to
update, alter or otherwise revise any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as required by law.
Forward-looking statements are inherently subject to risks,
uncertainties and assumptions. In addition to risk factors
previously disclosed in Rosecliff's reports filed with the SEC and
those identified elsewhere in this press release, the following
factors, among others, could cause actual results to differ
materially from forward-looking statements or historical
performance: (i) risks associated with product development and
regulatory review, including the time, expense and uncertainty of
obtaining clearance, approval or De Novo classification for
Spectral MD's DeepView technology, (ii) Spectral MD's ability to
obtain additional funding when needed and its dependence on
government funding, (iii) expectations regarding Spectral MD's
strategies and future financial performance, including its future
business plans or objectives, prospective performance and
opportunities and competitors, revenues, products and services,
pricing, operating expenses, market trends, liquidity, cash flows
and uses of cash, capital expenditures, and Spectral MD's ability
to invest in growth initiatives and pursue acquisition
opportunities; (iv) the risk that the proposed Transaction may not
be completed in a timely manner at all, which may adversely affect
the price of Rosecliff's securities; (v) the failure to satisfy the
conditions to the consummation of the proposed Transaction,
including the adoption of the business combination agreement by the
stockholders of Rosecliff and the stockholders of Spectral MD, and
the receipt of certain governmental and regulatory approvals; (vi)
the lack of third party valuation in determining whether or not to
pursue the proposed Transaction; (vii) the ability of Rosecliff to
regain compliance with Nasdaq Capital Market listing requirements
and to maintain listing, or for the Combined Company to be listed,
on the Nasdaq Capital Market; (viii) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the business combination agreement; (ix) the outcome
of any legal proceedings that may be instituted against Rosecliff
or Spectral MD following announcement of the proposed Transaction;
(x) the risk that the proposed Transaction may not be completed by
Rosecliff's business combination deadline and the potential failure
to obtain an extension of the business combination deadline; (xi)
the effect of the announcement or pendency of the proposed
Transaction on Spectral MD's business relationships, operating
results, and business generally; (xii) volatility in the price of
Rosecliff's securities due to a variety of factors, including
changes in the competitive and regulated industries in which
Rosecliff plans to operate or Spectral MD operates, variations in
operating performance across competitors, changes in laws and
regulations affecting Rosecliff's or Spectral MD's business,
Spectral MD's inability to implement its business plan or meet or
exceed its financial projections and changes in the combined
capital structure; (xiii) Rosecliff's ability to raise capital as
needed; (ixv) the ability to implement business plans, forecasts,
and other expectations after the completion of the proposed
Transaction and identify and realize additional opportunities; (xv)
the risk that the announcement and consummation of the proposed
Transaction disrupts Spectral MD's current operations and future
plans; (xvi) the ability to recognize the anticipated benefits of
the proposed Transaction; (xvii) unexpected costs related to the
proposed Transaction; (xviii) the amount of any redemptions by
existing holders of the Rosecliff common stock being greater than
expected; (xix) limited liquidity and trading of Rosecliff's
securities; (xx) geopolitical risk and changes in applicable laws
or regulations; (xxi) the possibility that Rosecliff and/or
Spectral MD may be adversely affected by other economic, business,
and/or competitive factors; (xxii) operational risk; and (xxiii)
changes in general economic conditions, including as a result of
the COVID-19 pandemic. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the "Risk Factors"
sections of the Rosecliff's Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, the Registration Statement and the other
documents filed by Rosecliff from time to time with the SEC. These
filings identify and address other important risks and
uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking
statements.
Readers are cautioned not to put undue reliance on
forward-looking statements, and neither Spectral MD nor Rosecliff
assumes any obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by securities and
other applicable laws. Neither Spectral MD nor Rosecliff gives any
assurance that it will achieve its expectations .
For further information please contact:
Spectral MD Holdings, Ltd. IR@Spectralmd.com
Wensheng Fan, Chief Executive Officer via Walbrook PR
Nils Windler, Chief Financial Officer
SP Angel Corporate Finance LLP (NOMAD and Joint Broker for Spectral MD) Tel: +44 (0)20 3470 0470
Stuart Gledhill / Harry Davies-Ball (Corporate Finance)
Vadim Alexandre / Rob Rees (Sales & Broking)
The Equity Group Inc. (US Investor Relations) dsullivan@equityny.com
Devin Sullivan Tel: 212-836-9608
Walbrook PR Ltd (UK Media & Investor Relations) spectralMD@walbrookpr.com
Paul McManus / Louis Ashe-Jepson / Alice Woodings Tel: +44 (0)20 7933 8780
About Spectral MD
Spectral MD is a predictive AI company focused on medical
diagnostics for faster and more accurate treatment decisions in
wound care for burn, DFU, and future clinical applications. At
Spectral MD, we are a dedicated team of forward-thinkers striving
to revolutionize the management of wound care by "Seeing the
Unknown"(R) with our DeepView(R) Wound Diagnostics System. The
Company's DeepView(R) platform is the only predictive diagnostic
device that offers clinicians an objective and immediate assessment
of a wound's healing potential prior to treatment or other medical
intervention. With algorithm-driven results that substantially
exceed the current standard of care, Spectral MD's diagnostic
platform is expected to provide faster and more accurate treatment
insight, significantly improving patient care and clinical
outcomes. For more information, visit the Company at:
www.spectralmd.com.
About Rosecliff Acquisition Corp I
Rosecliff is a blank check company formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with
one or more businesses. Its principals possess public and private
market investing experience and operational knowledge to bring
value added benefits to Spectral MD. The Rosecliff team has
substantial experience investing in rapidly growing and disruptive
technologies across the financial, consumer, healthcare and
software industries, as well as a long-term track record in
creatively structuring transactions to unlock and maximize
value.
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END
MSCXKLFBXVLZBBQ
(END) Dow Jones Newswires
August 09, 2023 09:50 ET (13:50 GMT)
Spectral Md (LSE:SMD)
過去 株価チャート
から 12 2024 まで 1 2025
Spectral Md (LSE:SMD)
過去 株価チャート
から 1 2024 まで 1 2025
