DIAGNOS Announces Closing of Oversubscribed $2.1 Million Private Placement
March 09 2020 - 03:03PM
DIAGNOS Inc. (“DIAGNOS” or the “Corporation”) (TSX Venture: ADK)
(OTCQB: DGNOF), a leader in early detection of critical health
issues through the use of Artificial Intelligence (AI), announces
that it has completed the non-brokered private placement previously
announced on February 24th, 2020. The Corporation issued a total of
11,901,995 common shares of the Corporation (each a “Share”) at a
price of $0.18 per Share, for gross proceeds of $2,142,360.16 (the
“Private Placement”). This represents an increase of 2,179,772
common shares and $392,360.16 over what was previously announced.
“We are very happy with the outcome of this
oversubscribed financing. The support from significant shareholders
and the participation from board members reinforce our
confidence in the use of Artificial Intelligence for the
early-detection of certain critical pathologies”, said Mr. André
Larente, President of DIAGNOS. The proceeds from the Private
Placement will be used mainly to fund sales and marketing as well
as administrative expenses.
Two directors of the Corporation have
participated in the Private Placement. Mr. Georges Hébert
indirectly acquired 277,778 Shares for a cash consideration of
$50,000 and Mr. Francis Bellido acquired 555,556 Shares for a cash
consideration of $100,000. Mr. Hébert now owns, directly and
indirectly, 1,424,357 Shares of the Corporation representing 2.32%
of the total issued Shares, on an undiluted basis. Assuming the
exercise of stock warrants, Mr. Hébert would hold 1,524,357 Shares
of the Corporation, representing 2.48% of the total issued Shares.
Mr. Bellido now owns 555,556 Shares of the Corporation,
representing 0.91% of the total issued Shares, on an undiluted and
partially diluted basis.
An insider of the Corporation, Mr. Tristram
Coffin, acquired 783,334 Shares for a cash consideration of
$141,000.12. Mr. Coffin now owns, directly and indirectly,
6,820,639 Shares of the Corporation representing 11.11% of the
total issued Shares. Assuming the exercise of stock warrants, Mr.
Coffin would hold 10,624,560 Shares of the Corporation,
representing 16.84% of the total issued Shares. The Shares were
acquired by Mr. Coffin for investment purposes only. Mr. Coffin has
a long-term view of the investment in Shares of the Corporation and
may acquire additional securities of the Corporation either on the
open market or through private acquisitions or sell securities of
the Corporation either on the open market or through private
dispositions depending on market conditions, reformulation of plans
and/or other relevant factors. A copy of Mr. Coffin’s early warning
report will appear on the Corporation's profile on SEDAR and can be
obtained by contacting the Corporation at (450) 678-8882 extension
235. Mr Coffin’s participation in the Private Placement was unknown
at the time the press release announcing the private placement was
issued on February 24th, 2020.
Mr. Hébert, Mr. Bellido 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”). The Private
Placement is exempt from the valuation requirement and the minority
approval requirement prescribed in MI 61-101 based on the fact that
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 $6,840 to one qualified
person (“Finder”) and issued 38,000 broker warrants to the Finder.
Each broker warrant entitles the holder to purchase one Share at an
exercise price of $0.23 per Share for a period of 24 months ending
March 9, 2022.
All securities issued as part of the Private
Placement are subject to a statutory four-month hold period ending
July 10, 2020 and the Private Placement remains subject to
receipt of all required approvals, including the approval of the
TSX Venture Exchange, as well as the execution of formal
documentation.
All monies quoted in this press release shall be
stated and paid in lawful money of Canada.
About DIAGNOSDIAGNOS is a publicly-traded
Canadian corporation with a mission of early detection of critical
health issues through the use of its Artificial Intelligence (“AI”)
tool CARA (Computer Assisted Retina Analysis). CARA is a
tele-ophthalmology platform that integrates with existing equipment
(hardware and software) and processes at the point of care. CARA’s
Artificial Intelligence 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 cleared for
commercialization by several regulatory authorities such as Health
Canada, the U.S. Food and Drug Administration and the European
Union.
Additional information is available at
www.diagnos.com and www.sedar.com.
This news release contains forward-looking
information. 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. DIAGNOS disclaims any intention or obligation to
publically 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 news release is
expressly qualified by this cautionary statement.
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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