Mr. Adrian Mendes reports
PERIMETER MEDICAL IMAGING AI CLOSES C$3.6 MILLION NON-BROKERED PRIVATE PLACEMENT
Perimeter Medical Imaging AI Inc. has closed a non-brokered private placement of units of the company. Pursuant to the offering, the company has issued an aggregate of 19,757,306 units at a price of 18 cents per unit for aggregate gross proceeds of $3,556,315. Each unit is composed of one common share in the capital of the company and one common share purchase warrant. Each warrant entitles the holder to acquire an additional common share at an exercise price of 35 cents for a period of 60 months.
"Commercialization of our current non-AI-enabled device, the S-Series, continues to gain traction as we expand our installed base at hospitals and consumable utilization increases among surgeons. We believe strategies that have already been implemented to seed the market with the S-Series will drive demand for the upcoming B-Series. Regarding the FDA PMA review process, we remain on track for a regulatory decision on our AI-powered B-Series in the first half of 2026 -- an inflection point we believe will unlock significant opportunities for accelerated growth next year and beyond, as we now have many surgeons and hospitals eagerly awaiting the commercial availability of our AI-powered B-Series device. This private placement is an important milestone that strengthens our balance sheet through anticipated FDA decision in the first half of 2026 while supporting the near-term execution of our commercial strategy as we work to establish Perimeter's imaging solutions as a transformative technology within the standard of care in the operating room," commented Perimeter's chief executive officer Adrian Mendes.
"I am proud of the support from insiders and current shareholders for this financing round. Reflecting my optimism in our trajectory and the progress we are making, I made a significant investment in this private placement, in addition to my substantial investment in the July, 2025, offering. As we transition into the next stage of our growth profile, we remain focused on disciplined resource management, scaling support for our growing customer base and improving outcomes for patients," Mr. Mendes concluded.
The company intends to use the net proceeds from the financing to continue the commercialization of its technology, for continued product development, and for working capital and other general corporate purposes.
The common shares and warrants, and any securities issuable upon exercise thereof, are subject to a four-month statutory hold period, in accordance with applicable securities legislation.
The company has paid an aggregate of $20,673 in finders' fees in connection with the closing of the offering.
Mr. Mendes, an officer of the company, purchased a total of 11,656,642 units under the offering, and Mr. Schiralli, an insider of the company, purchased a total of 1,111,111 units under the offering. The issuance 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). 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 offering 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 per cent 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 were only finalized shortly before the closing of the offering.
Early warning disclosure
In accordance with the requirements of National Instrument 62-103 (the Early Warning System and Related Take-Over Bid and Insider Reporting Issues), Mr. Mendes is required to file an early warning report relating to his acquisition of 11,656,642 units under the offering for a total purchase price of $2,098,196. Prior to the offering, Mr. Mendes owned 3,655,084 common shares, 3,333,334 warrants to purchase common shares and 1,876,740 options to purchase common shares, which represented approximately 3.3 per cent of the common shares outstanding on an undiluted basis and 6.1 per cent on a partially diluted basis, assuming the exercise of the 3,333,334 owned warrants and 1,876,740 options. Following the closing of the offering, Mr. Mendes now owns 15,311,726 common shares, 14,989,976 owned warrants and 1,876,740 options, representing approximately 11.7 per cent of the common shares outstanding on an undiluted and 17.4 per cent on a partially diluted basis, assuming the exercise of the 14,989,976 owned warrants and 1,876,740 options. Mr. Mendes acquired the units for investment purposes. In the future, Mr. Mendes 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.
In addition, Mr. Schiralli acquired 1,111,111 units under the offering for a total purchase price of approximately $200,000. Prior to the offering, Mr. Schiralli owned 11,863,543 common shares and nil warrants to purchase common shares, which represented approximately 10.7 per cent of the common shares outstanding on an undiluted basis and 8.15 per cent on a partially diluted basis. Following the closing of the offering, Mr. Schiralli now owns 12,974,654 common shares and 1,111,111 warrants, representing approximately 9.9 per cent of the common shares outstanding on an undiluted and 7.6 per cent on a partially diluted basis, assuming the exercise of the 1,111,111 warrants. Mr. Schiralli acquired the units 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.
A copy of the early warning reports to be filed by Mr. Mendes and Mr. Schiralli may be obtained under the company's profile on SEDAR+
or may be obtained by contacting the company.
About Perimeter Medical Imaging AI Inc.
Based in Toronto, Canada, and Dallas, Tex.,
Perimeter Medical Imaging AI is a medical technology company driven to transform cancer surgery with ultrahigh-resolution, real-time, advanced imaging tools to address areas of high unmet medical need. Available across the United States, its Food and Drug Administration-cleared Perimeter S-Series OCT system provides real-time, cross-sectional visualization of excised tissues at the cellular level. The breakthrough-device-designated investigational Perimeter B-Series OCT with ImgAssist AI represents its next-generation artificial intelligence technology that has recently been evaluated in a pivotal clinical trial, with support from a grant of up to $7.4-million (U.S.) awarded by the Cancer Prevention and Research Institute of Texas. The company's ticker symbol PINK is a reference to the pink ribbons used during breast cancer awareness month.
Perimeter B-Series OCT is not available for sale in the United States. Perimeter S-Series OCT has 510(k) clearance under a general indication, and has not been evaluated by the U.S. FDA specifically for use in breast tissue, breast cancer, other types of cancer, margin evaluation and reducing re-excision rates. The safety and effectiveness of these uses have not been established.
We seek Safe Harbor.
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