Perimeter closes $3.55-million private placement

Executive Summary

• Perimeter Medical Imaging AI Inc. has closed a non-brokered private placement, raising approximately C$3.6 million in gross proceeds to strengthen its balance sheet ahead of a critical FDA regulatory decision.
• The company is currently on track for an FDA PMA review decision on its AI-powered B-Series device in the first half of 2026, which management views as a key inflection point for accelerated growth.
• The financing was heavily subscribed by insiders, with CEO Adrian Mendes purchasing over 11.6 million units and another insider purchasing over 1.1 million units, signaling strong internal confidence in the company's trajectory.

Key Details

• Transaction Structure: Non-brokered private placement of units.
• Units Issued: 19,757,306 units.
• Price Per Unit: C$0.18.
• Gross Proceeds: C$3,556,315.
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms: Each warrant allows the holder to acquire one additional common share at an exercise price of C$0.35 for a period of 60 months.
• Use of Proceeds: Commercialization of current technology (S-Series), continued product development (B-Series), working capital, and general corporate purposes.
• Finders' Fees: C$20,673 paid in aggregate.
• Statutory Hold: Four-month hold period on common shares and warrants.
• Related-Party Transactions:
  • Adrian Mendes (CEO): Purchased 11,656,642 units for C$2,098,196.
  • Mr. Schiralli (Insider): Purchased 1,111,111 units for approximately C$200,000.
  • The transaction relied on exemptions from formal valuation and minority shareholder approval requirements under MI 61-101 as the related-party portion did not exceed 25% of market capitalization.
• Post-Transaction Ownership (Mr. Mendes):
  • Owns 15,311,726 common shares (approx. 11.7% undiluted).
  • Owns 14,989,976 warrants.
  • Owns 1,876,740 options.
• Post-Transaction Ownership (Mr. Schiralli):
  • Owns 12,974,654 common shares (approx. 9.9% undiluted).
  • Owns 1,111,111 warrants.
• Operational Update: Commercialization of the non-AI-enabled S-Series is gaining traction with increasing installed base and consumable utilization. The B-Series (FDA Breakthrough Device Designated) is awaiting PMA review, with a decision expected in H1 2026.

Notable Quotes

• "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." — Adrian Mendes, CEO
• "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..." — Adrian Mendes, CEO
• "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..." — Adrian Mendes, CEO