WINNIPEG, MB--(Marketwired - December 22, 2016) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
3D Signatures Inc. (TSX VENTURE: DXD) (the "Company" or "3DS") is pleased to announce, further to its news releases on November 17, 2016 and December 16, 2016, that it has issued a total of 215,300 units (the "Units") pursuant to the second tranche (the "Second Tranche") of its previously announced brokered private placement (the "Private Placement"). The Units were sold at a price per Unit of $0.75, for total gross proceeds to the Company of approximately $161,475. Each of the Units were sold pursuant to the partial exercise by the Agents (as defined below) of the over-allotment option.
Units sold pursuant to the Second Tranche consist of one common share in the capital of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share until December 16, 2018 at an exercise price of $0.92 per Common Share. The Warrants are subject to an acceleration clause (the "Acceleration Clause") that allows the Company to accelerate the expiry date of the Warrants in the event that, at any time after June 16, 2017, the closing price of the Company's Common Shares on the TSX Venture Exchange (the "Exchange") for a period of 20 consecutive trading days exceeds $1.35. Pursuant to the Acceleration Clause, the Company may accelerate the expiry date of the Warrants to that date that is 30 days following the date on which the Company sends notice to the holders of the Warrants of the new expiry date.
The Second Tranche was brokered by a syndicate of agents led by Haywood Securities Inc., and including Canaccord Genuity Corp. and Mackie Research Capital Corporation (together, the "Agents"). In connection with the Second Tranche, the Company paid the Agents an aggregate cash commission of approximately $12,918, equal to eight per cent (8%) of the gross proceeds raised under the Second Tranche. The Company also issued to the Agents 17,224 broker warrants (the "Broker Warrants"), equal to eight per cent (8%) of the Units sold pursuant to the Second Tranche. Each Broker Warrant entitles the holder thereof to purchase one Common Share at a price of $0.75 until December 16, 2018. The terms of the Private Placement allow for the issuance of an additional tranche of up to a maximum of 597,082 Units, subject to approval by the Exchange and compliance with the time limits prescribed in its policies. The Company anticipates closing this tranche in late December 2016 or early January 2017.
The Company intends to use the net proceeds from the Private Placement, including those proceeds raised pursuant to the Second Tranche, to fund clinical trials and for working capital and general corporate purposes. All securities issued pursuant to the Second Tranche are subject to a four month hold period expiring on April 23, 2017.
Including the initial tranche of the Private Placement (the "First Tranche"), as a whole the Private Placement resulted in the issuance by the Company of a total of 5,402,918 Units for total gross proceeds of approximately $4,052,188. In connection with the Private Placement, the Company paid the Agents an aggregate cash commission of approximately $324,175, and issued 432,233 Broker Warrants to the Agents.
3DS is also pleased to announce it has retained Kilmer Lucas Inc. ("Kilmer Lucas") to provide it with Canadian and U.S. investor relations and strategic advisory services. Employing an "outsourced in-house" partnership model, Kilmer Lucas designs and executes customized IR programs for medical device, drug development, cell therapy, diagnostics and healthcare services companies.
About Kilmer Lucas
Kilmer Lucas is a healthcare-only investor relations and capital markets advisory company. It takes a holistic approach to building a customized IR strategy, that begins with a deep understanding of a company's corporate and financial goals. Kilmer Lucas seeks to leverage its longstanding relationships and strong track record to positively influence investor perceptions, maximize stock valuations and lower the cost of capital needed to fund its clients' growth. Kilmer Lucas also publishes its own popular healthcare investor news blog, BioTuesdays. To-date, BioTuesdays has profiled more than 350 life sciences companies, providing invaluable exposure for innovative technologies and compelling investment stories that may have otherwise gone unnoticed. More information about the firm can be found at www.kilmerlucas.com.
This press release does not constitute an offer to sell or solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
3DS (TSX VENTURE: DXD) is a personalized medicine company with a proprietary software platform based on the three-dimensional analysis of chromosomal signatures. The technology is well developed and supported by 16 clinical studies on over 1,500 patients on 13 different cancers and Alzheimer's disease. Depending on the desired application, the technology can measure the stage of disease, rate of progression of disease, drug efficacy, and drug toxicity. The technology is designed to predict the course of disease and to personalize treatment for the individual patient. For more information, visit the Company's new website at http://www.3dsignatures.com.
This news release includes forward-looking statements that are subject to assumptions, risks and uncertainties. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that could cause the actual results of the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. All statements within, other than statements of historical fact, are to be considered forward looking. Forward-looking statements can generally be identified by the use of forwarding looking wording such as "will", "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. In particular, the statements in this news release with respect to the expected use of the proceeds from the Private Placement, the completion of a subsequent tranche of the Private Placement, the technology of the Company and the business of the Company are forward-looking information. Although 3DS believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Risk factors and assumptions that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things: the ability to obtain all required approvals; the state of the capital markets; market demand; technological changes that could impact the Company's existing products or the Company's ability to develop and commercialize future products; competition; existing governmental legislation and regulations and changes in, or the failure to comply with, governmental legislation and regulations; the ability to manage operating expenses, which may adversely affect the Company's financial condition; the Company's ability to successfully maintain and enforce its intellectual property rights and defend third-party claims of infringement of their intellectual property rights; adverse results or unexpected delays in clinical trials; changes in legal, general economic and business conditions; and changes in the regulatory regime. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements.
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.