DIAGNOS Announces Closing of Private Placement
September 01 2022 - 9:30AM
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 35 units (each a “Unit”)
issued at a price of $10,000 per Unit for gross proceeds of
$350,000.
Each Unit consists of:
- One unsecured convertible Debenture (each a “Debenture”),
and
- 10,000 stock warrants (each a “Warrant”).
Each Debenture has a term of 36 months ending
August 31, 2025 (the “Term”) and bears interest at the annual rate
of 10%. 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 $0.22 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 $0.26 per Share, for a period of 18 months
ending February 29, 2024. If, at any time following January 1, 2023
the daily volume weighted average trading price of the Shares is or
exceeds $0.40 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 general and administrative
activities.
One director of the Corporation subscribed for
10 Units for a cash consideration of $100,000. Assuming the
conversion of the Debentures and exercise of all of his outstanding
securities, the director would own 3,250,101 Shares of the
Corporation representing 4.61% of the total issued Shares, on a
partially diluted basis.
The director is considered a “related party” of
the Corporation within the meaning of Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions (“MI 61-101”). The transaction is 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 party participation in the
Private Placement does not exceed 25% of the Corporation’s market
capitalization.
All securities issued as part of the Private
Placement are subject to a statutory hold period ending
January 1, 2023.
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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