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

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

 Perimeter Medical Imaging AI, Inc. (TSXV: PINK) (OTC: PYNKF) (“Perimeter” or the “Company”), a commercial-stage medical technology company, is pleased to announce the 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”).

The Company issued 23,470,560 Common Shares at a price of $0.42 per Common Share, for gross proceeds of $9,857,635. Additionally, the Company may complete one or more additional closings, for aggregate gross proceeds (together with the proceeds raised under the initial closing) of up to approximately $13.5 million. All dollar figures are quoted in Canadian dollars.

Adrian Mendes, Perimeter’s Chief Executive Officer, said:

We greatly appreciate the continued support and confidence shown by our investors that participated in this Offering.

“The proceeds from the financing will help us to continue driving U.S. commercial adoption of our first FDA-cleared product, Perimeter S-Series OCT, while we also advance our next-generation Perimeter B-Series OCT system, which combines propriety AI technology with OCT, toward potential commercialization in the United States.”

Chamath Palihapitiya, CEO of SC Master Holdings LLC (“Social Capital’), Perimeter’s single largest shareholder and the lead investor in the Offering, said:

Surgeons have worked for years to innovate every step in the diagnosis and treatment plan for their cancer patients, with the goal of improving survivability and quality of life.

”Yet, intraoperative margin assessment remains one of their most pressing problems. We are pleased to continue to support Perimeter, with the hope that combining its ground-breaking OCT technology with a surgeon’s decision making in the operating room can offer invaluable peace of mind; both to the surgeon, who no matter how skilled, currently faces nearly one-in-five odds of needing to perform repeat surgery due to positive margins; and to their patient, who under the current treatment pathway, typically needs to wait (and worry) for two-to-seven days for their surgeon to receive a post-op pathology report which will determine whether they will have to go through the emotional and physical trauma of a second surgery due to cancer left behind.”

Rocco Schiralli, one of Perimeter’s early individual investors and a participant in the Offering, stated:

“I am very pleased to be associated with a company, like Perimeter, whose innovative OCT products have real potential to make an important contribution to Women’s Health, particularly for those undergoing breast-conserving surgeries.”

Related to the investment by Social Capital in the Company, the parties have entered into an amendment to their Investor Rights Agreement, pursuant to which Social Capital has been provided with the right, subject to certain ownership thresholds, to nominate up to two (2) individuals for appointment to the board of directors of the Company.

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

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.

Social Capital, a control person of the Company purchased a total of 14,507,453 Common Shares under the Offering. In addition: (i) Sara Brien, the Chief Financial Officer of the Company, purchased a total of 64,350 Common Shares under the Offering; and (ii) an associated entity of Ian Mortimer, a director of the Company, purchased a total of 200,000 Common Shares under the Offering. The Company expects that certain additional directors and officers will participate in future closings of 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 have not yet been finalized.

Early Warning Disclosure

In accordance with the requirements of National Instrument 62-103, Social Capital announces that it has filed an early warning report related to its acquisition of 14,507,453 Common Shares under the Offering for a total purchase price of $6,093,130. Prior to the Offering, Social Capital owned 14,466,667 Common Shares and 14,466,667 warrants to purchase Common Shares (“Warrants”), which represented approximately 22.2% of the then Common Shares outstanding on an undiluted basis and 35.5% on a partially diluted basis, assuming the exercise of the 14,466,667 Warrants. Following the closing of the Offering, Social Capital now owns 28,974,120 Common Shares and 14,466,667 Warrants, representing approximately 32.7% of the Common Shares outstanding on an undiluted and 41.4% on a partially diluted basis, assuming the exercise of the 14,466,667 Warrants. Social Capital acquired the Common Shares for investment purposes. In the future, Social Capital will evaluate its investment in the Company from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease his shareholdings as circumstances require through market transactions, private agreements, or otherwise.

In addition, Rocco Schiralli acquired 8,043,757 Common Shares under the Offering. Prior to the Offering, Mr. Schiralli owned 3,819,786 Common Shares, which represented approximately 5.9% of the then Common Shares outstanding on an undiluted basis. Following the closing of the Offering, Mr. Schiralli now owns 11,863,543 Common Shares, representing approximately 13.4% of the Common Shares outstanding on an undiluted basis. Mr. Schiralli acquired the Common Shares for investment purposes. In the future, Mr. Schiralli will evaluate his investment in the Company from time to time and may, based on such evaluation, market conditions and other circumstances, increase or decrease his shareholdings as circumstances require through market transactions, private agreements, or otherwise.

Perimeter Medical Imaging AI Announces Closing of Non-Brokered Private Placement, source.

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