DIAGNOS Announces Closing of Private Placement
November 25 2022 - 11:36AM
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 the closing of a non-brokered private
placement (“Private Placement”) of 10 units (each a “Unit”) issued
at a price of $50,000 per Unit for gross proceeds of $500,000.
Each Unit consists of:
- One unsecured convertible debenture (each a “Debenture”),
and
- 50,000 stock warrants (each a “Warrant”).
Each Debenture has a term of 36 months ending
November 25, 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 May 25, 2024. If, at any time following March 26, 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 insider of the Corporation indirectly
subscribed for 2 Units for a cash consideration of $100,000.
Assuming the conversion of the Debentures and exercise of all of
its outstanding securities including the Warrants, the insider
would, directly and indirectly exercise control over 8,784,052
Shares of the Corporation representing 12.54% of the total issued
Shares, on a partially diluted basis.
The insider 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.
In connection with the Private Placement, the
Corporation paid a cash commission of $15,000 to one qualified
person (“Finder”) and issued 68,181 finder’s warrants to the
Finder. Each finder’s warrant entitles the Finder to purchase one
Share at an exercise price of $0.26 per Share for a period of 18
months ending May 25, 2024.
All securities issued as part of the Private
Placement are subject to a statutory hold period ending
March 26, 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. 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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