BROSSARD, QUEBEC–(Marketwired – Jan. 11, 2016) – DIAGNOS Inc. (“DIAGNOS” or “the Corporation”) (TSX VENTURE:ADK), a leader in healthcare technical services including screening, software and algorithm development, data analysis, and image processing, is pleased to announce its intention to complete a private placement offering (“Private Placement”) of up to 30,000,000 units of the Corporation at $0.05 per unit (each a “Unit”) for aggregate gross proceeds of up to $1,500,000. Each Unit will consist of one common share of the Corporation (each a “Common Share“) and one half a Common Share purchase warrant (each, a “Warrant“). Each whole Warrant will entitle its holder to purchase one additional Common Share at an exercise price of $0.08 for twelve (12) months from the closing date of the Private Placement. The Corporation may accelerate the expiry time of the Warrants if, at any time, the weighted average trading price of the Common shares of the Corporation listed on the TSX Venture Exchange (the “Exchange”) is equal to or above $0.15 per share for a period of 20 consecutive trading days.
Net proceeds from the Private Placement will be used to fund business development and product development of healthcare services, as well as for general corporate and working capital purposes. The Private Placement will be completed with “accredited investors” under National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”) and with existing security holders under Regulation 45-513 – Prospectus Exemption for Distribution to Existing Security Holders, as well as Ontario Securities Commission Rule 45-501 – Ontario Prospectus and Registration Exemptions (the “Existing Shareholder Exemption”).
The Private Placement under the Existing Shareholder Exemption is being made to existing security holders who held shares of the Corporation as of January 08, 2016 (the “record date”). In the event that the Private Placement is oversubscribed, the Corporation may increase the size of the Private Placement or allocate subscriptions on a pro rata basis in accordance with holdings of existing shareholders as of the record date.
The Corporation intends to pay cash remuneration of 7% of proceeds from subscribers referred by agents and issue up to 1,312,500 Common Share purchase warrants (each, a “Brokers Warrant”). Each Brokers Warrant will entitle its holder to purchase one additional Common Share at an exercise price of $0.08 for twelve (12) months from the closing date of the Private Placement. The Corporation may accelerate the expiry time of the Brokers Warrants if, at any time, the weighted average trading price of the Common shares of the Corporation listed on the Exchange is equal to or above $0.15 per share for a period of 20 consecutive trading days. As of the date of this news release, the Corporation has not signed agreements with any agents.
The Warrants, Brokers Warrants and underlying Common Shares are subject to a four-month hold period from the closing date of the Private Placement. The Private Placement remains subject to the final approval of the Exchange. All monies quoted in this press release were stated and paid in lawful money of Canada.
DIAGNOS is a publicly-traded Canadian corporation with a mission to improve the quality of patients’ lives and minimize the economic burden of vision loss. Computer Assisted Retinal Analysis (CARA) is the Company’s proprietary tele-ophthalmology platform that integrates with existing equipment (hardware and software) and processes at the point of care (POC) and comprises: image upload, image enhancement automated pre-screening, grading by a specialist, and referral to a specialist. CARA’s image enhancement algorithms make standard retinal images sharper, clearer, and easier to read. CARA is accessible securely over the internet, and is compatible with all recognized image formats and brands of fundus cameras, and is EMR compatible. CARA is a cost-effective tool for screening large numbers of patients, in real-time and has been approved by regulatory authorities including Health Canada, the U.S. Food and Drug Administration, and the European Union.
This document contains forward-looking information that involves risks and uncertainties, including without limitation, statements pertaining to the Private Placement and its use of proceeds. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in these statements. Unless required under law, DIAGNOS will not update this forward-looking information to reflect new events or circumstances
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.