DIAGNOS Announces Closing of Private Placement
March 01 2022 - 12:54PM
DIAGNOS Inc. (“DIAGNOS” or the “Corporation”) (TSX Venture: ADK)
(OTCQB: DGNOF), a leader in early detection of critical health
issues through the use of its FLAIRE platform based on Artificial
Intelligence (AI), announces that it has closed a non-brokered
private placement (“Private Placement”) of 59 units (each a “Unit”)
at a price of $10,000 per Unit for gross proceeds of $590,000. Each
Unit consists of:
- One unsecured convertible Debenture (each a “Debenture”),
and
- 2,500 warrants (each a “Warrant”) with an exercise price of
$0.33, per Unit (one $10,000 Debenture).
Each Debenture has a term of 36 months and bears
interest at the annual rate of 8%. At the option of the holder of
the Debenture, the principal amount of the Debenture may be
converted at any time during the term into common shares of the
Corporation (each a “Share”) at a price of $0.38 per Share. Any
accrued interest on the principal, at time of conversion, will be
immediately payable in cash.
Each Warrant entitles the holder to purchase one
Share at a price of $0.33 per Share, for a period of 18 months from
the date of closing. If, at any time following the date that is
four months and one day following the closing date, the daily
volume weighted average trading price of the Shares is or exceeds
$0.50 for 15 consecutive trading days, the Corporation shall have
the option to accelerate the expiry of the Warrants. If the
Corporation chooses to exercise the acceleration right, the new
expiry date of the Warrants will be the 30th day following the
notice of such exercise.
The proceeds from the private placement will be
used mainly to fund product development, commercialization of
AI-based screening services as well as administrative expenses.
One director of the Corporation, Mr. André
Larente, subscribed for 2 Units for a cash consideration of
$20,000. Assuming the conversion of the Debentures and exercise of
all of his outstanding securities, Mr. Larente would own 2,073,116
Shares of the Corporation representing 2.98% of the total issued
Shares, on a partially diluted basis.
One insider of the Corporation, Mr. Tristram
Coffin, through a personal holding, indirectly subscribed for 7
Units for a cash consideration of $70,000. Assuming conversion of
the Debentures and exercise of Warrants, Mr. Coffin would exercise
control over, directly and indirectly, 8,204,272 Shares of the
Corporation representing 11.79% of the total issued Shares, on a
partially diluted basis.
Mr. Larente and Mr. Coffin are considered
“related parties” of the Corporation within the meaning of
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions (“MI 61-101”). These transactions
are exempt from the valuation requirement and the minority approval
requirement prescribed in MI 61-101, based on sections 5.5(a) and
5.7(1)(a), as the fair market value of the related parties’
participation in the private placement does not exceed 25% of the
Corporation’s market capitalization.
In connection with the private placement, the
Corporation paid a cash commission of $25,000 to one qualified
person (“Finder”) and issued 65,789 broker warrants to the Finder.
Each broker warrant entitles the Finder to purchase one Share at an
exercise price of $0.33 per Share for a period of 18 months ending
August 1, 2023.
All securities issued as part of the private
placement are subject to a statutory four-month hold period ending
July 2nd, 2022.
The private placement remains subject to receipt
of all required approvals, including the approval of the TSX
Venture Exchange, as well as full receipt of funds and execution of
formal documentation.
All monies quoted in this press release shall be
stated and paid in lawful money of Canada.
About DIAGNOS DIAGNOS is a publicly traded
Canadian corporation dedicated to early detection of critical
health problems based on its FLAIRE Artificial Intelligence (AI)
platform. FLAIRE allows for quick modifying and developing of
applications such as CARA (Computer Assisted Retina Analysis).
CARA’s image enhancement algorithms provide sharper, clearer and
easier-to-analyze retinal images. CARA is a cost-effective tool for
real-time screening of large volumes of patients. CARA has been
cleared for commercialization by the following regulators: Health
Canada, the FDA (USA), CE (Europe), COFEPRIS (Mexico) and Saudi FDA
(Saudi Arabia). Additional information is available
at www.diagnos.ca and www.sedar.com.
This press release contains forward-looking
information. We cannot guarantee that the forward-looking
information mentioned will prove to be accurate, as there may be a
significant discrepancy between actual results or future events and
those mentioned in this statement. DIAGNOS disclaims any intention
or obligation to publicly update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise. The forward-looking information contained in this
press release is expressly covered by this caution.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
For further information, please contact:
Mr. André Larente, President
DIAGNOS Inc.
Tel: 450-678-8882 ext. 224
alarente@diagnos.ca
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