/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
OF AMERICA/
TORONTO, Sept. 24, 2021 /CNW/ - SQI Diagnostics Inc.
("SQI" or the "Company") (TSXV: SQD) (OTCQB: SQIDF), a life
sciences and diagnostics company that develops and commercializes
proprietary technologies and products for advanced microarray
diagnostics, today announced that it intends to complete a
non-brokered private placement (the "Private Placement") of
up to 31,578,947 units ("Units") of the Company at a price
of $0.19 per Unit for gross proceeds
of up to $6 million, subject to
regulatory and stock exchange approval. Each Unit will consist of
one common share and one common share purchase warrant. Each common
share purchase warrant will entitle the holder to purchase one
common share at a price of $0.25 for
a period of five years from the date of issuance. The
Private Placement may be completed in one or more tranches.
It is currently anticipated that three insiders, who are also
control persons of the Company, will subscribe for up to 21,052,631
Units issuable under the Private Placement for aggregate gross
proceeds of $4,000,000. The issuances of Units to insiders
pursuant to the Private Placement will also be considered related
party transactions within the meaning of TSXV Policy 5.9 and
Multilateral Instrument 61-101 Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). SQI
intends to rely on exemptions from the formal valuation and
minority approval requirements in sections 5.5(g) and 5.7(e) of MI
61-101 in respect of such insider participation on the basis of
financial hardship. Further details will be provided in the
Company's material change report to be filed on SEDAR.
The Private Placement is subject to all necessary regulatory and
stock exchange approvals and is expected to close on or about
October 7, 2021. The securities
being issued pursuant to the Private Placement will be subject to a
hold period expiring four months and one day from the date of
issuance in accordance with applicable Canadian securities law.
SQI intends to use the net proceeds of the Private Placement to
fund the Company's clinical and regulatory costs associated with
its HOME Antibody Test, TORdx™ LUNG Test, and RALI-Dx™ IL-6
Severity Triage Test, invest in capital equipment to increase
manufacturing capacity and for general working capital purposes.
The Company expects to file a material change report in respect
of the related party transaction less than 21 days prior to the
closing of the Private Placement, which the Company deems
reasonable in the circumstances so as to be able to avail itself of
the proceeds of the Private Placement in an expeditious manner.
The securities described herein have not been, and will not be,
registered under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act") or any state
securities laws and accordingly may not be offered or sold within
the United States or to "U.S.
persons", as such term is defined in Regulation S promulgated under
the U.S. Securities Act ("U.S. Persons"), except in
compliance with the registration requirements of the U.S.
Securities Act and applicable state securities requirements or
pursuant to exemptions therefrom. This news release does not
constitute an offer to sell or a solicitation of an offer to buy
any of the Company's securities to, or for the account of benefit
of, persons in the United States
or U.S. Persons.
About SQI Diagnostics
SQI Diagnostics is a life sciences and diagnostics company that
develops and commercializes proprietary technologies and products
for advanced microarray diagnostics. The Company's proprietary
microarray tests and fully-automated systems are designed to
simplify protein and antibody testing workflow, increase
throughput, reduce costs and provide excellent data quality. For
more information, please visit www.sqidiagnostics.com.
FORWARD-LOOKING INFORMATION
This news release contains certain forward-looking
statements, including, without limitation, statements containing
the words "will", "may", "expects", "intends", "anticipates" and
other similar expressions which constitute "forward-looking
information" within the meaning of applicable securities laws.
Forward-looking statements reflect the Company's current
expectation and assumptions, and are subject to a number of risks
and uncertainties that could cause actual results to differ
materially from those anticipated. The forward-looking statements
in this news release include without limitation, statements with
respect to the Private Placement, the Debenture Repayment and the
use of proceeds of the Private Placement.
These forward-looking statements are qualified
in their entirety by the inherent risks and uncertainties
surrounding future expectations. Important factors that could cause
actual results to differ materially from expectations include, but
are not limited to, risks related to the failure to obtain
necessary regulator and stock exchange approvals for the Private
Placement, general economic and market factors, competition, the
development and commercialization of the Company's diagnostics
tests, the effect of the global pandemic and consequent economic
disruption, and the factors detailed in the Company's ongoing
filings with the securities regulatory authorities, available at
www.sedar.com. Although the forward-looking statements contained
herein are based on what we consider to be reasonable assumptions
based on information currently available to us, there can be no
assurance that actual events, performance or results will be
consistent with these forward looking statements, and our
assumptions may prove to be incorrect. Readers are cautioned not to
place undue reliance on these forward-looking statements. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements either as a result of new information,
future events or otherwise, except as required by applicable
laws.
This news release does not constitute an offer to sell or
a solicitation of an offer to sell any of the securities in
the United States. The securities
have not been and will not be registered under the U.S. Securities
Act or any state securities laws and may not be offered or sold
within the United States or to
U.S. persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
Neither 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.
SOURCE SQI Diagnostics Inc.