REG - Spectral MD Holdings - $4.0 Million Grant Award from the MTEC

Spectral MD HoldingsAnnouncement

18/04/2023 07:00

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RNS Number : 5082W  Spectral MD Holdings, Ltd.  18 April 2023

 

Spectral MD Holdings, Ltd

        ("Spectral MD" or the
"Company")

 

$4.0 Million Grant Award from the Medical Technology Enterprise Consortium

Non-Dilutive Funding to Accelerate Development of Artificial Intelligence
Driven Handheld DeepView®

 

LONDON, U.K. AND DALLAS, TX, U.S -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, announces today that it
has received a $4 million award from the Medical Technology Enterprise
Consortium (MTEC). The MTEC is a 501(c)(3) biomedical consortium collaborating
with the U.S. Army Medical Material Development Activity (USAMMDA). This award
will provide non-dilutive funding to support military battlefield burn
evaluation via a handheld DeepView®, DeepView SnapShot M.

 

The funding will build upon work performed initially under an award of $1.1
million from the U.S. Department of Defense and will support the continued
development of a fully portable device. The handheld DeepView SnapShot M would
enable injuries to be triaged quickly and accurately on the battlefield so
that those with more severe burn injuries can be prioritized for evacuation.
The development of the handheld device closely aligns with MTEC's mission of
facilitating prototype advancement of technologies that protect, treat, and
optimize the health and performance of U.S. military service personnel.

 

"The unpredictability of severe burn injuries designates this wound type as a
complex critical care problem in both military and civilian populations.
Military conflict zones are often in remote locations, meaning that an
accurate and immediate burn assessment is paramount for effective treatment
and appropriate intervention," remarked Dr. Lauren Palestrini, Ph.D., MTEC
Chief Scientific Officer. "Developing the DeepView SnapShot M for remote
applications enables medical providers to accurately inform triage,
evacuation, and resourcing decisions, contributing to reduced surgical burden,
and soldier return-to-duty."

 

"We are honored to receive this award to support the military with the
continued development of our DeepView® technology, taking overall
non-dilutive government funding commitments received to nearly $130 million,"
commented Wensheng Fan, CEO of Spectral MD. "This funding will further
Spectral MD's innovation within the burn indication and support the continued
development of our handheld digital burn assessment tool. We look forward to
partnering with MTEC to advance our AI-driven diagnostic technology as we work
toward FDA submission for the burn indication. Ultimately, we anticipate that
our DeepView SnapShot M will transform wound care in many limited-access
areas, including first responder, disaster preparedness and acute care
emergency settings."

 

The views expressed in this news release/article are those of the authors and
may not reflect the official policy or position of the U.S. Department of the
Army, U.S. Department of Defense, or the U.S. Government.

 

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"® with our DeepView(®) Wound Diagnostics System.  The
Company's DeepView® 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.

 

As announced on April 11, 2023, Spectral MD Holdings has entered into a
business combination agreement to combine with Rosecliff Acquisition Corp I
("Rosecliff", Nasdaq: RCLF), a special purpose acquisition company listed on
Nasdaq.

 

About U.S. Army Medical Research and Development Command

 

The U.S. Army Medical Research and Development Command is the Army's medical
materiel developer, with responsibility for medical research, development, and
acquisition. USAMRDC produces medical solutions for the battlefield with a
focus on various areas of biomedical research, including military infectious
diseases, combat casualty care, military operational medicine, medical,
chemical, and biological defense. https://mrdc.amedd.army.mil/

 

About MTEC

 

The Medical Technology Enterprise Consortium is a 501(c)(3) biomedical
technology consortium that is internationally dispersed, collaborating with
multiple government agencies under a 10-year renewable Other Transaction
Agreement with the U.S. Army Medical Research and Development Command. The
consortium focuses on the development of medical solutions that protect,
treat, and optimize the health and performance of U.S. service members and
civilians. To find out more about MTEC, visit mtec-sc.org.

 

About USAMMDA

 

The U.S. Army Medical Materiel Development Activity is a subordinate command
of the U.S. Army Medical Research and Development Command, under the Army
Futures Command. As the premier developer of world-class military medical
capabilities, USAMMDA is responsible for developing and delivering critical
products designed to protect and preserve the lives of Warfighters across the
globe. These products include drugs, vaccines, biologics, devices, and medical
support equipment intended to maximize survival of casualties on the
battlefield.

 

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.

 

For further information please contact:

 

 Spectral MD Holdings, Ltd.
 Christine Marks                                          IR@Spectralmd.com

 VP of Marketing and Commercialization

 SP Angel Corporate Finance LLP (NOMAD and Joint Broker for Spectral MD)
 Stuart Gledhill / Harry Davies-Ball (Corporate Finance)  Tel: +44 (0)20 3470 0470

 Vadim Alexandre / Rob Rees (Sales & Broking)

 The Equity Group Inc. (US Investor Relations)
 Devin Sullivan                                           dsullivan@equityny.com

                                                          Tel: 212-836-9608

 Walbrook PR Ltd (UK Media & Investor Relations)
 Paul McManus / Louis Ashe-Jepson /Alice Woodings         spectralMD@walbrookpr.com

                                                          Tel: +44 (0)20 7933 8780

 

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 intends
to file with the U.S. Securities and Exchange Commission (the "SEC") a
registration statement on Form S-4, which will include a proxy statement to be
sent to Rosecliff stockholders and a prospectus for the registration of
Rosecliff securities in connection with the proposed Transaction (as amended
from time to time, the "Registration Statement"). A full description of the
proposed Transaction is expected to be provided in the Registration Statement
filed by Rosecliff with the SEC. Rosecliff's stockholders, investors and other
interested persons are advised to read, when available, the Registration
Statement as well as other documents filed with the SEC, as these documents
will contain important information about Rosecliff, Spectral MD, and the
proposed Transaction. 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, when filed with the SEC, the
preliminary proxy statement and the amendments thereto, the definitive proxy
statement, and other documents filed with the SEC, including the Registration
Statement, when available. Such information with respect to Spectral MD's
directors and executive officers will also be included in the proxy 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, including
statements regarding anticipated timing of the proposed Transaction, (ii) the
use of the MTEC award, (iii) the use of the current award, (iv) development of
DeepView® technology and tools, (v) transformation of wound care in
limited-access areas, (vi) innovation within burn indication, and (vii) the
continued partnership with MTEC. 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 Rosecliff and Spectral MD 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 Rosecliff nor Spectral MD 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
shareholders 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 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 inability to complete the proposed Transaction
due to, among other things, the failure to obtain Rosecliff stockholder
approval on the expected terms and schedule and the risk that regulatory
approvals required for the proposed Transaction are not obtained or are
obtained subject to conditions that are not anticipated; (xi) 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; (xii) the effect of the announcement or
pendency of the proposed Transaction on Spectral MD's business relationships,
operating results, and business generally; (xiii) 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; (xiv) Rosecliff's ability to raise capital as needed; (xv) the
ability to implement business plans, forecasts, and other expectations after
the completion of the proposed Transaction and identify and realize additional
opportunities; (xvi) the risk that the announcement and consummation of the
proposed Transaction disrupts Spectral MD's current operations and future
plans; (xvii) the ability to recognize the anticipated benefits of the
proposed Transaction; (xviii) unexpected costs related to the proposed
Transaction; (xix) the amount of any redemptions by existing holders of the
Rosecliff common stock being greater than expected; (xx) limited liquidity and
trading of Rosecliff's securities; (xxi) geopolitical risk and changes in
applicable laws or regulations; (xxii) the possibility that Rosecliff and/or
Spectral MD may be adversely affected by other economic, business, and/or
competitive factors; (xxiii) operational risk; and (xxiv) 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, 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 Rosecliff nor Spectral MD 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 Rosecliff nor Spectral MC gives any
assurance that it will achieve its expectations.

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