Spectral Diagnostics announces Proposed Offering of up to $18.2 million

 Spectral Diagnostics announces Proposed Offering of up to $18.2 million  TORONTO, June 11, 2014 /CNW/ - Spectral Diagnostics Inc. (TSX: SDI) (OTC QX:  DIAGF) (the "Corporation") today announced it has entered into agreements for  a non-brokered private placement of up to $18.2 million (the "Proposed  Offering").  "We are very pleased to have reached agreement with certain of our existing  investors for this substantial financing at market, without the need for a  price discount or warrants, and with terms fair to all shareholders," stated  Anthony Businskas, Executive Vice President and CFO of Spectral. "This  financing, and the continued support of our major shareholders, positions us  well and gives us great confidence that we should have the necessary funds to  successfully complete our EUPHRATES clinical trial," continued Mr. Businskas.  The Corporation intends to use the net proceeds of the Proposed Offering to  fund its EUPHRATES clinical development program for PMX, its lead theranostics  product for the treatment of severe sepsis with septic shock and for working  capital and general corporate purposes.  The Proposed Offering is comprised of a Tranche "A" component and a Tranche  "B" component.  The Tranche "A" component is comprised of 45,051,186 common  shares of the Corporation ("Shares") at a subscription price of $0.293 per  Share (being the 20 day volume weighted average trading price of the Shares on  the TSX for the 20 day period ending June 6, 2014, the day the Proposed  Offering was priced) for aggregate proceeds of $13.2 million, of which (a)  17,064,846 Shares, for aggregate proceeds of $5 million, are proposed to be  sold by the Corporation to its lead investor Toray Industries, Inc. ("Toray")  pursuant to a private placement agreement between the Corporation and Toray  (the "Toray Private Placement Agreement"); (b) 18,259,382 Shares, for  aggregate proceeds of $5.35 million, are proposed to be sold by the  Corporation to other insiders pursuant to subscription agreements entered into  between the Corporation and such investors; and (c) 9,726,958 Shares, for  aggregate proceeds of $2.85  million, are proposed to be sold by the  Corporation to other investors pursuant to subscription agreements entered  into between the Corporation and such investors.  The Tranche "B" component of the Proposed Offering is comprised of additional  Shares to be sold to Toray by the Corporation of up to $5 million, if, as and  when the Corporation exercises the right (the "Call Right"), granted by Toray  to the Corporation in the Toray Private Placement Agreement, exercisable by  written notice given by the Corporation to Toray at any time on or after March  1, 2015 until March 15, 2015, to require Toray to purchase from the  Corporation, at a subsequent closing to occur on April 1, 2015, up to that  number of Shares as is determined by dividing the Call Right amount exercised  (up to the $5 million), as applicable, by the volume weighted average trading  price of the Shares on the TSX for the 20 trading days ending on the business  day prior to the day the Call Right is exercised.  The Shares to be sold to  Toray in Tranche "B" will only be sold if the Corporation exercises the Call  Right.  In total, an aggregate of 35,324,228 Shares, for aggregate proceeds of  $10,350,000, are proposed to be sold by the Corporation to insiders in Tranche  A of the Proposed Offering.  The number of Shares sold to insiders in Tranche  B of the Offering will depend on whether the Corporation exercises the Call  Right, and if so, for what amount, and will also depend on the market price of  the Shares at the time the Call Right is exercised.  In connection with the Proposed Offering, the board of directors (the "Board")  of the Corporation engaged Koger Valuations Inc. ("Koger") to consider the  fairness of the Proposed Offering.  After the completion of its review and  analysis, Koger delivered its opinion to the Board and concluded that the  Proposed Offering is fair, from a financial point of view, to the  disinterested shareholders of the Corporation, based upon and subject to the  various assumptions, limitations, qualifications and other considerations set  forth in the fairness opinion.  The Proposed Offering is subject to certain conditions including, but not  limited to, the receipt of all necessary regulatory and other approvals,  including the approval of the Toronto Stock Exchange.  Given the participation  of insiders of the Corporation in the Proposed Offering, the completion of the  Proposed Offering is also subject to the approval of disinterested  shareholders of the Corporation at a special meeting called for July 22, 2014  (the "Special Meeting").  The record date for the Special Meeting has been set  at June 18, 2014.  Subject to obtaining all of the foregoing approvals, the  Proposed Offering is scheduled to close shortly after the Special Meeting.  All shareholders are encouraged to read the management information circular of  the Corporation with respect to the Proposed Offering, which is expected to be  mailed to shareholders of record on or about June 24, 2014 and will be  available on SEDAR at www.sedar.com. The Board has unanimously recommended  that shareholders vote FOR the Proposed Offering.  Further details of the  Proposed Offering are also contained in the Toray Private Placement Agreement  and the other subscription agreements, copies and forms of which have been  filed on SEDAR.  Shorecrest Group has been retained as the proxy solicitation agent for the  Special Meeting. For questions or assistance, please contact Shorecrest  toll-free at 1-888-637-5789, locally at 647-931-7454 or by email at  spectral@shorecrestgroup.com.  About Spectral Diagnostics  Spectral is a Phase III company seeking U.S. FDA approval for its lead  theranostics product for the treatment of severe sepsis with septic shock. PMX  is a therapeutic hemoperfusion device that removes endotoxin, which can cause  sepsis, from the bloodstream. Directed by the Company's Endotoxin Activity  Assay (EAA™), the only FDA cleared diagnostic for the risk of developing  sepsis. Spectral's EUPHRATES trial is the world's only active and most  innovative Phase III study in the area of septic shock.  PMX has been approved for therapeutic use in Japan and Europe, and has been  used safely and effectively on more than 100,000 patients to date. In March  2009, Spectral obtained the exclusive development and commercial rights in the  U.S. for PMX, and in November 2010, signed an exclusive distribution agreement  for this product in Canada. Approximately 350,000 patients are diagnosed with  severe sepsis and septic shock in North America each year, representing a  greater than $2 billion market opportunity for Spectral.  Spectral is listed on the Toronto Stock Exchange under the symbol SDI, and on  the OTCQX under the symbol DIAGF.  For more information please visit  www.spectraldx.com.  Forward-looking statement  Information in this news release that is not current or historical factual  information may constitute forward looking information within the meaning of  securities laws. Implicit in this information, particularly in respect of the  future outlook of Spectral and anticipated events or results, are assumptions  based on beliefs of Spectral's senior management as well as information  currently available to it. While these assumptions were considered reasonable  by Spectral at the time of preparation, they may prove to be incorrect.  Readers are cautioned that actual results are subject to a number of risks and  uncertainties, including the availability of funds and resources to pursue R&D  projects, the successful and timely completion of clinical studies, the  ability of Spectral to take advantage of business opportunities in the  biomedical industry, the granting of necessary approvals by regulatory  authorities as well as general economic, market and business conditions, and  could differ materially from what is currently expected.  The TSX has not reviewed and does not accept responsibility for the adequacy  or accuracy of this statement.     SOURCE  Spectral Diagnostics Inc.   Spectral Diagnostics Inc.  Anthony Businskas Executive Vice President and CFO 416-626-3233 ext. 2200  Adam Peeler Investor Relations 416-815-0700 ext. 225 apeeler@tmxequicom.com  To view this news release in HTML formatting, please use the following URL:  http://www.newswire.ca/en/releases/archive/June2014/11/c9373.html  CO: Spectral Diagnostics Inc. ST: Ontario NI: BTC CPR ELE NASDAQ NEWSTK PVT