REG - Spectral MD Holdings - Result of Rosecliff Special Meeting

Spectral MD HoldingsAnnouncement

07/09/2023 11:45

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RNS Number : 7453L  Spectral MD Holdings, Ltd.  07 September 2023

 

Spectral MD Holdings, Ltd.

("Spectral MD" or the "Company")

 

Rosecliff Stockholders Approve Business Combination with Spectral MD at
Special Meeting

 

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, provides a progress
update regarding its proposed business combination with Rosecliff Acquisition
Corp I ("Rosecliff") (the "Transaction"). At yesterday's Rosecliff's special
meeting of stockholders, all resolutions to approve the Transaction were duly
approved.

 

As such, Rosecliff has filed an updated Form 8-K in relation to the
Transaction, which can be found here
(https://www.sec.gov/ix?doc=/Archives/edgar/data/0001833498/000121390023074550/ea184762-8k_rosecliff1.htm)
. All conditions associated with the Transaction have now been completed. In
compliance with the Business Combination Agreement, the Company anticipates
finalizing its Nasdaq compliance and technical listing requirements in
accordance with the following timetable:

 

FINAL TIMETABLE OF PRINCIPAL EVENTS

                                                                                                                              2023
 Expected last day of dealings in Ordinary Shares on AIM                                                                      7 September

 Expected time and date that the Admission to trading of the Ordinary Shares on                          7 a.m. BST on 8 September
 AIM will be cancelled

 Expected time and date of the Closing of the Transaction

                                                                                                       5:00 EST on 11 September

 Admission of Shares in Combined Company to Trading on Nasdaq  9:30 a.m. EST on 12 September

 

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.

 

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  proxy statement/prospectus (as
amended from time to time, the "Registration Statement") and was deemed
effective as of August 11, 2023. 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. 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) valuation of the proposed Transaction, (iii) the closing of
the proposed Transaction, (iv) the ability to maintain compliance with Nasdaq
Global Market listing requirements and to maintain listing, or for the
Combined Company to be listed, on the Nasdaq Global Market, (v) Rosecliff and
Spectral MD's managements' expectations and expected synergies of the proposed
Transaction and the Combined Company, (vi) the use of proceeds from the
proposed Transaction, (vii) potential government contracts, and (viii)
expected beneficial outcomes and synergies of the proposed Transaction, (ix)
Spectral MD's U.S. government contracts and future awards, (x) FDA, CE and
UKCA regulatory submissions and approvals, (xi) target markets of burn wounds
and diabetic foot ulcers, (xii) possible competitors, (xiii) future clinical
indications and use of BARDA, (xiv) future applications of Spectral MD
products, (xv) potential indications and areas of interest supported by BARDA,
(xvi) future and pending U.S. patent applications and foreign and
international patent applications, (xvii) the AIM delisting and its effects
for U.K. Spectral MD shareholders, (xviii) the development of DeepView®
technology and tools; (xixi) the effectiveness of the DeepView® platform in
assessing burn wounds, (xx) 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 the
Combined Company to be listed, on the Nasdaq Global 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"® 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.

 

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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