Filed by Rosecliff Acquisition Corp I
Pursuant to Rule 425
under the Securities Act of 1933
Subject Company: Rosecliff
Acquisition Corp I
Commission File No.:
001-40058
Date: June 20,
2023
Spectral MD Holdings, Ltd
(“Spectral
MD” or the “Company”)
Completion of ISO 13485 Certification
Audit
ISO 13485 Certification Recommended
and Anticipated in Q3 2023
LONDON & DALLAS – 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 it has completed the quality management ISO 13485 certification audit for the manufacture and distribution
of its DeepView® Wound Imaging System. ISO 13485 certification has now been recommended and is anticipated in Q3 2023. The completion
of the audit validates Spectral MD’s commitment to meeting the highest standards of quality, reliability, and safety in the medical
device industry.
ISO 13485 is an internationally recognized
quality standard that specifies requirements for a quality management system used by an organization demonstrating its ability to provide
medical devices and related services that consistently meet strict customer and regulatory requirements. The comprehensive audit of the
Company’s quality management system was undertaken by an Independent Registrar.
Niko Pagoulatos, Chief Operating
Officer of Spectral MD, said: “The completion of the ISO 13485 certification audit is a strong endorsement of the quality
standards we set at Spectral MD. Once received, it will help us achieve our goal of maintaining compliance with US and global laws and
regulations that govern the medical device industry. This is a vital certification as we continue our preparations to enter the commercial
phase across DeepView®’s Burn and Diabetic Foot Ulcer indications.”
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 a 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 have a goal of substantially exceeding
the current standard of care in the future, Spectral MD’s diagnostic platform is expected to provide faster and more accurate treatment
insight and improve patient care while reducing healthcare costs. 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.
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 filed with the U.S. Securities and
Exchange Commission (the “SEC”) a registration statement on Form S-4, which includes a preliminary proxy statement/prospectus
(as amended from time to time, the “Registration Statement”). 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. The Registration Statement has not yet been
declared effective by the SEC. 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 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) redemptions of Rosecliff common stock, (iii) valuation of the proposed Transaction, (iv) the closing of the proposed Transaction,
(v) 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, (vi) Rosecliff and Spectral MD’s managements’ expectations and expected synergies
of the proposed Transaction and the Combined Company, (vii) the use of proceeds from the proposed Transaction, (viii) potential government
contracts, and (ix) expected beneficial outcomes and synergies of the proposed Transaction, (x) Spectral MD’s U.S. government contracts
and future awards, (xi) FDA, CE and UKCA regulatory submissions and approvals, (xii) target markets of burn wounds and diabetic foot ulcers,
(xiii) possible competitors, (xiv) future clinical indications and use of BARDA, (xv) potential PIPE transaction and amount raised, (xvi)
future applications of Spectral MD products, (xvii) potential indications and areas of interest supported by BARDA, (xviii) future and
pending U.S. patent applications and foreign and international patent applications, (xvix) the AIM delisting and its effects for U.K.
Spectral MD shareholders, (xxx) the development of DeepView® technology and tools; (xxxi) the effectiveness of the DeepView® platform
in assessing burn wounds, (xxxii) 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 Rosecliff 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 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 |
Christine Marks, VP of Marketing and Commercialization |
|
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, Managing Director
|
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 |
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