Toronto, Ontario--(Newsfile Corp. - December 23, 2024) - Telo Genomics Corp. (TSXV: TELO) (OTCQB: TDSGF) (FSE: 3DOA) (the "Company" or "Telo") is pleased to announce that, further to its news release dated December 12, 2024, it has closed an over-subscribed, non-brokered private placement of 25,459,000 units ("Units") at a price of $0.10 per Unit for gross proceeds of $2,545,900 (the "Offering").
Each Unit consists of one common share of the Company (a "Common Share") and one non-transferable common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to acquire one additional Common Share at a price of $0.15 per Common Share until December 23, 2027, subject to acceleration.
The Warrants are subject to an acceleration right held by the Company, such that if, at any time after December 23, 2025, the share price closes at $0.40 or above for a period of ten consecutive trading days, the Company may, at any time after such an occurrence, give written notice (via news release) to the holders of the Warrants that the Warrants will expire at 5:00 p.m. (Vancouver time) on the 30th day following the giving of notice unless exercised by the holders prior to such date. Upon receipt of such notice, the holders of the Warrants will have 30 days to exercise their Warrants and any Warrants that remain unexercised will expire.
In connection with the Offering, the Company paid a total of $164,913 cash and issued a total of 1,649,130 finder's warrants (the "Finder's Warrants") as finder's fees to eligible arm's length finders. Each Finder's Warrant entitles the holder to acquire one Common Share at a price of $0.10 per Common Share until December 23, 2025.
The Company intends to use the net proceeds of the Offering to fund its commercial plan for partnering its multiple myeloma portfolio of prognostics products, conduct the physician experience program SMART to enable the commercialization of its lead product TeloViewSMM, continue with the validation of its MRD (minimal residual disease) products, initiate the development of the prostate cancer portfolio of tests, and for general working capital purposes.
All securities issued pursuant to the Offering will be subject to a four-month hold period ending on April 24, 2025, in accordance with applicable securities laws. The Offering is subject to TSX Venture Exchange final acceptance.
A director of the Company acquired 150,000 Units in the Private Placement. The director's participation is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction is exempt from the formal valuation and minority shareholder approval requirements under section 5.5(a) and section 5.7(1)(a) of MI 61-101 as neither the fair market value of the securities issued to the related party nor the consideration paid by such person exceeds 25% of the Company's market capitalization. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, as the details of the participation by the related party were not settled until shortly prior to closing of the Offering.
The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of any offer to buy nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.
About TELO
Telo Genomics Corp. is a biotech company pioneering the most comprehensive telomere platform in the industry with powerful applications and prognostic solutions. These include liquid biopsies and related technologies in oncology and neurological diseases. Liquid biopsy is a rapidly growing field of significant interest to the medical community for being less invasive and more easily replicated than traditional diagnostic approaches. By combining our team's considerable expertise in quantitative analysis of 3D telomeres with molecular biology and artificial intelligence to recognize disease associated genetic instability, Telo is developing simple and accurate products that improve day-to-day care for patients by serving the needs of pathologists, clinicians, academic researchers and drug developers. The benefits of our proprietary technology have been substantiated in 160+ peer reviewed publications and in 30+ clinical studies involving more than 3,000 patients with multiple cancers and Alzheimer's disease. Our lead application, TELO-MM is being developed to provide important, actionable information to medical professionals in the treatment of multiple myeloma, a deadly form of blood cancer. For more information, please visit www.telodx.com.
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Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
Certain information contained herein may constitute "forward-looking information" under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will", or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements regarding the Offering, the use of proceeds, receipt of TSX-V final acceptance, and the acceleration of the expiry date of the Warrants are based on the Company's estimates and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including capital expenditures and other costs. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.
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