BROSSARD, QUEBEC – (Marketwire – April 7, 2016) – DIAGNOS inc. ( “DIAGNOS” or the “Company”) (TSX VENTURE: ADK), a leader in technical services of health, including testing, software development and algorithms, data analysis and processing images, today announced a private placement of units (each a “Unit”) up to a value of $ 1,070,000 ( “private placement”). Each Unit is comprised:
- In a secured convertible debenture in the principal of $ 10,000 ( “Debenture”), a period of one year, bearing interest at an annual rate of 12%, and
- 50,000 warrants ( “Warrant”) entitling the holder to acquire one common share ( “Share”) at a price of $ 0.06 during the year following the date of issue.
At any time and in its sole discretion, the holder of Debentures may convert the principal of the Debentures, in whole or in part, in shares of the Company at a price of $ 0.06 per share. Any interest earned on the capital at the time of the conversion will be payable immediately in cash.
The Debentures and the Warrants will be issued only in settlement of claims related to promissory notes unsecured, convertible, redeemable, bearing interest of ten percent (10%) and a conversion or redemption price of $ 0.16 , which were issued between March 31, 2014 and May 2, 2014 ( “promissory Notes”). Therefore, no amount of money will be collected after the show.
The Company has retained the services of private management Dundee Goodman, a division of Dundee Securities Ltd. ( “Dundee”), to act as reference in connection with this private placement. According to the agreement reached, Dundee is entitled to receive a cash commission of four percent (4%) on the value of the debentures issued to subscribers referred by Dundee.
The Debentures will be sold in Canada, under an exemption from the prospectus and registration. Shares that are associated with the Debentures and the Warrants will be subject to a statutory hold period of four months following the date of closing of the Private Placement.
This proposed private placement is subject to the approval of all relevant regulatory authorities, including the TSX Venture Exchange, and the negotiation and execution of legal documents.
The date of the closing of the private placement is expected on or about the, May 2, 2016 ( “Closing Date”). Within 10 days following the Closing Date, the Company will make a special payment to the holders of Debentures and Warrants, as interest at the rate of 12%, to compensate for the number of days elapsed between the date of issuance of the Debentures and warrants and the maturity date of the promissory Notes.
All sums of money mentioned in this press release will be made and paid in lawful money of Canada.
DIAGNOS is a publicly traded Canadian corporation with a mission to improve patient quality of life and minimize the economic burden entailed blindness. CARA (Computer Assisted Retinal Analysis) is the exclusive tele-ophthalmology platform of the Company that integrates with devices (hardware and software) and processes at current point of care, which includes the following: Download images, enhancement images, automated pre-screening, grading by a specialist and referral to a specialist. CARA’s image enhancement algorithms make crisper traditional retinal images, clearer and easier to analyze. CARA is accessible securely over the Internet and compatible with all brands of fundus cameras, all recognized image formats and DME. CARA is a cost effective tool for real-time screening of a large number of patients. CARA has been approved by regulatory agencies including Canada (Health Canada), the United States (FDA) and Europe.
This document contains forward-looking information that involve risks and uncertainties, including, without limitation, statements addressing the Private Placement and the use of its product. We can not guarantee that the forward-looking information set will prove accurate, as there may be a significant gap between the actual future results or events and those mentioned in the statement. Unless this is required under the laws in force, DIAGNOS will not update these forward-looking information to reflect new events or new circumstances.
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.