Genenews ltd gets US$10 million in unsecured convertible notes
2016-04-07 08:03 ET - News Release
Mr. James Howard-Tripp reports
GENENEWS LIMITED PROVIDES FINANCING UPDATE
GeneNews Ltd. has closed a first tranche of its non-brokered private placement, previously announced on March 14, 2016. The First Tranche closing consisted of the issuance of approximately 5.6 million common shares of the Company at a price of $0.10 per common, for gross proceeds of approximately $560,000, which GeneNews will use for working capital purposes.
The Company also announced it has executed a term sheet with Alumina Partners LLC, an arms' length party, for a second tranche (the "Second Tranche") of the Offering, whereby the Company will draw down on US$10 million in structured, unsecured convertible notes (the "Notes"), at the Company's option, in installments of US$200,000 over a 24 month period. The initial draws will be limited to US$1 million within the first 120 days after the execution of definitive documentation and will be accelerated after that. The Notes will have a term of one (1) year from date of issue, with interest accrued and payable at 12% per annum. Beginning 120 days after issue of each Note, the issuer may convert all or part of the Note into GeneNews common shares at a conversion price equal to a 25% discount to the five (5) day volume-weighted average price per common share on the date of conversion. The conversion will become mandatory if the common shares trade above a 25% premium to the intraday high trading price during the 10 days immediately preceding the day on which the Notes become eligible for conversion into common shares and remains above this price for 20 consecutive trading days provided however that the conversion shall not result in the holder of the Note owning more than 9.9% of the issued and outstanding common shares of GeneNews. In connection with the transaction, GeneNews has agreed to issue as a commitment fee, in aggregate, a total of US$845,000 in restricted common shares over the term of the agreement, to be paid US$200,000 upon the first draw and the remainder in 10 equal payments of US$64,500 to be paid upon each issuance of US$ 1 million in Notes. The restricted common shares will be issued at the market price at the time of issuance. The completion of the Second Tranche is subject to the negotiation and execution of definitive documentation.
Further to its press release of March 14, 2016, GeneNews also continues to negotiate the issuance of up to a $2 million senior secured, collateralized convertible debenture as part of the Offering. The Company confirmed that the aggregate number of common shares issued in the Offering will not exceed 50 million.
"We are very satisfied with the success of this private placement, which yielded us gross proceeds that surpassed our expectations," commented GeneNews Executive Chairman, James R. Howard-Tripp. "These financings were structured to allow GeneNews to maximize its capital resources, while limiting the number of shares that the Company offers. We intend to take full advantage of this opportunity, and make good use of these proceeds to advance GeneNews' leadership position in advanced cancer diagnostics and personalized medicine."
Closing of the Offering is subject to the receipt of applicable regulatory approvals including approval of the TSX. The First Tranche is expected to close immediately, with the Second Tranche closing anticipated in approximately five to ten days. The securities issued will be subject to a hold period.
Financial Hardship Exemption
As the aggregate number of Common Shares issuable pursuant to the Offering exceeds 25% of the currently issued and outstanding Common Shares of the Company, the Offering may result in a new control person of the Company and the discount on pricing is above the allowable limits, GeneNews would ordinarily be required to obtain shareholder approval pursuant to the applicable policies of the TSX, which are section 607(g)(i) and section 604(1)(i) and section 607(e), respectively, of the TSX Company Manual (the "Manual"). However, the Company has applied to the TSX, pursuant to the provisions of Section 604(e) of the Manual, for a "financial hardship" exemption from the requirement to obtain shareholder approval, on the basis that the Company is in serious financial difficulty and the Offering is designed to improve the Company's financial situation. The application was made upon the recommendation of the board, free from any interest in the transaction and unrelated to the parties involved in the transaction and was based on their determination that the transaction is reasonable for GeneNews in the circumstances.
We seek Safe Harbor.
The GeneNews juggernaut seems to be unstoppable amidst growing global demand and a renewed interest in its lab and its technology. The company recently announced it was taking over full control of Innovative Diagnostic Laboratory. http://www.myinnovativelab.com/colonsentry/
"In recent months, we have taken a number of important steps to get the company on a more solid footing to support an orderly restructuring of its operations," said GeneNews executive chairman James Howard-Tripp. "With a number of difficult decisions behind us, and this purchasing agreement in place, we are now much better prepared to pursue the working capital we need to restore IDL's corporate viability and re-establish its growth trajectory."
ColonSentry® Can Asses Your Risk and Provide Actionable Clinical Information for Doctors and Patients
ColonSentry® is a blood-based test that can assess a patient's current risk of having colorectal cancer. The test is not considered a replacement for colonoscopy, but rather a more convenient step in determining early warning signs of colon cancer. ColonSentry does not require patients to provide a stool sample, nor does it require any dietary restrictions like fasting or refraining from certain foods or medications prior to taking the test. The ColonSentry test is easy to perform and blood can be drawn at the same time as other tests.
About Colorectal Cancer
Colorectal cancer (CRC) occurs when cells lining the colon or rectum begin to divide rapidly and form small tumors or premalignant polyps. Though usually benign, some of these polyps may become malignant or cancerous over time. If these cancerous cells grow into the wall of the colon or rectum, the cancer can spread to other organs in a process called “metastasis.”
- Men and women age 50 and older
Type 2 Diabetes
Race & ethnic background (i.e., CRC incidence higher for African Americans and Jews of Eastern European descent)5,6
Personal history of colorectal polyps
Personal history of inflammatory bowel disease
Family history of colorectal Cancer
Diet that is high in red meats and processed meats
Signs and Symptoms
The following signs and symptoms may be caused by colorectal cancer and are usually associated with later stages of the disease and poorer outcomes.
- Change in bowel habits
Blood (either bright red, very dark, or black and tarry looking) in the stool
Diarrhea, constipation, or feeling that the bowel does not empty completely
Stools that are narrower than usual
General abdominal discomfort (frequent gas pains, bloating, fullness, or cramps)
Weight loss for no known reason
Next Generation Test for Prostate Cancer Gaining Ground in U.S.
Innovative Diagnostic Laboratory (IDL) continues to increase adoption of the Prostate Health Index (phi), a more accurate test to help detect prostate cancer
Innovative Diagnostic Laboratory (“IDL”), a College of American Pathologists (“CAP”)-Accredited clinical reference laboratory specializing in cancer risk assessment tests, is building momentum with the Prostate Health Index (“phi”), an innovative FDA-approved test to help physicians detect prostate cancer in their male patients. IDL added Beckman Coulter Diagnostics’ test to its menu of advanced cancer risk assays in April of 2014, and over the past year has seen increasing adoption of the test amongst primary care practitioners, urologists and hospital networks. phi has been recommended by the National Comprehensive Cancer Network (NCCN) as a blood test to improve specificity for prostate cancer detection in its Clinical Practice Guidelines in Oncology (NCCN Guidelines) for Prostate Cancer Early Detection. Inclusion in the NCCN Guidelines recognizes the benefit and clinical utility of phi to help bring about better prostate cancer diagnosis and for the appropriate use of prostate biopsies. IDL recently signed an agreement to provide The University of Texas MD Anderson Cancer Center (“MD Anderson”) with phi testing services in addition to approximately 500 primary and specialty practices throughout the U.S. who are already using the test.
“We are finding there is significant interest in the phi test from hospitals and physician practice groups who are looking to demonstrate their commitment to value-based care for prostate cancer risk assessment and detection,” said James Howard-Tripp, CEO of IDL. “IDL looks forward to working with health care professionals, providers and hospitals throughout the U.S. to provide patients with high quality, effective and efficient cancer risk assessment tests.” The phi test is a blood-based test that is three times more specific in detecting prostate cancer than prostate-specific antigen (PSA)*.²³ While PSA is currently the most widely used screening test for prostate cancer, PSA results can often indicate the possibility of prostate cancer when none is present. Higher phi values, on the other hand, are associated with increased probability of prostate cancer, and with more aggressive disease.
Peer-reviewed published studies support the use of the phi test in men with total PSA values as low as 2 ng.¹ phi is indicated for use as an aid in distinguishing prostate cancer from benign prostatic conditions, for prostate cancer detection in men aged 50 years and older with total PSA ≥ 4 .0 to ≤ 10.0 ng/mL, and with digital rectal examination findings that are not suspicious for cancer. Prostatic biopsy is required for diagnosis of cancer.
For more information on phi, visit www.myinnovativelab.com/prostate-cancer
Innovative Diagnostic Laboratory (www.myinnovativelab.com) is a national clinical reference lab specializing in personalized, blood tests to help find, understand, and address cancer risk. Currently, IDL offers blood-based risk assessment tests for colon, lung and prostate cancer.
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GeneNews Limited, a molecular diagnostics company, focuses on the development and application of functional genomics to enable early diagnosis and personalized health management based on disease specific biomarkers. Its principal platform technology, the Sentinel Principle, detects and stages various diseases or medical conditions from a blood sample. The company is applying the Sentinel Principle in the areas of cancer, arthritis, cardiovascular diseases, and neurological disorders. Its lead product includes ColonSentry, a blood-based molecular test to aid physicians in determining an individual’s risk of having colorectal cancer. The company was formerly known as ChondroGene Limited and changed its name to GeneNews Limited in October 2006. GeneNews Limited was founded in 1998 and is headquartered in Markham, Canada.