DIAGNOS Announces Closing of Oversubscribed $2.1 Million Pri BROSSARD, Quebec, March 09, 2020 (GLOBE NEWSWIRE) -- DIAGNOS Inc. (“DIAGNOS” or the “Corporation”) (TSX Venture: ADK) (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. Andr 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 Hbert 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. Hbert 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. Hbert 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. Hbert, 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.