3D Signatures Inc. Announces Short Form Prospectus Offering to Raise Up to C$5 Million
TORONTO, ONTARIO--(Marketwired - July 19, 2017) -
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
3D Signatures Inc. (TSX VENTURE:DXD)(OTCQB:TDSGF)(FRANKFURT:3D0) (the "Company" or "3DS") is pleased to announce that is has entered into an agreement with a syndicate of agents led by Haywood Securities Inc. ("Haywood"), as sole book-runner, and including Industrial Alliance Securities Inc. (collectively, the "Agents") to sell, by way of a short form prospectus, on a best efforts agency basis, up to 12,500,000 common shares in the capital of the Company (the "Common Shares") at a price of C$0.40 per Common Share (the "Offering Price"), for aggregate gross proceeds of up to C$5,000,000 (the "Offering"). In addition, the Company has granted to the Agents an option (the "Over-Allotment Option") to purchase up to an additional 1,875,000 Common Shares at the Offering Price, to cover over-allotments, if any. The Over-Allotment Option is exercisable by the Agents, in whole or in part, at any time up to 30 days following the closing date.
The Company has filed a preliminary short form prospectus dated July 18, 2017 (the "Preliminary Prospectus") with the securities regulatory authorities in the provinces of British Columbia, Alberta, Manitoba and Ontario pursuant to National Instrument 44-101 - Short Form Prospectus Distributions. The Common Shares will be offered for sale in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). This press release is not an offer to sell, or a solicitation of an offer to buy, any of the securities in the United States. The Common Shares have not and will not be registered under the U.S. Securities Act or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration. Subject to agreement between Haywood and the Company, each acting reasonably, the Common Shares may also be offered in other international jurisdictions pursuant to the appropriate exemptions and registration requirements in such jurisdictions.
In connection with the Offering, the Company has agreed to pay to the Agents a cash commission equal to 8.0% of the gross proceeds from the Offering, except in respect of any subscriptions by eligible purchasers under the Offering on a list provided by the Company and accepted by Haywood (the "President's List"), for which the Agents will only receive a cash commission equal to 2.0% of the gross proceeds from the Offering raised from such purchasers (the "Agents' Compensation"). The Company has also agreed to reimburse the Agents for reasonable expenses incurred in connection with the Offering, including the reasonable legal fees, up to a maximum amount of C$50,000 plus disbursements and taxes, of the Agents' legal counsel and reasonable out of pocket expenses, and will pay to the Haywood a corporate finance fee of C$40,000 plus tax (the "Corporate Finance Fee" and, together with the Agents' Compensation, the "Agents' Fee"). In addition to the the Agents' Fee, the Company has agreed to issue to the Agents broker warrants (the "Broker Warrants"), exercisable at the Offering Price to purchase such number of Common Shares as is equal to 8.0% of the aggregate number of Common Shares sold to purchasers not listed on the President's List, and 2.0% of the aggregate number of Common Shares sold to purchasers listed on the President's List. Each Broker Warrant shall be exercisable into one Common Share at any time prior to 5:00 p.m. (Vancouver time) on the date that is 24 months after the closing date.
In addition to the Agents' Fee and the Broker Warrants, the Company may be required to compensate certain finders (the "Finders") in relation to non-Canadian subscriptions secured by these Finders. To the extent that purchasers who have been introduced to the Company through these Finders participate in the Offering, cash commissions may be payable to these Finders and the Company may be required to issue to these Finders compensation warrants (the "Compensation Warrants"). In the case of any such subscriptions, the gross commissions payable to these Finders, including any Compensation Warrants issued to these Finders, shall not exceed the limitations set out in TSXV Policy 5.1 - Loans, Loan Bonuses, Finder's Fees and Commissions.
Subject to the amount of net proceeds ultimately received by the Company from the Offering, the Company intends that the net proceeds of the Offering in the following manner:
Hodgkin's Lymphoma - The Company plans to employ approximately 40% of the net proceeds from the Offering to complete the validation program for the Company's Telo-HL test and to commercially launch this test as a laboratory developed test.
Myeloma and Lung Cancer - The Company plans to employ approximately 20% of the net proceeds from the Offering to undertake pilot studies to determine the applicability of the Company's proprietary TeloView™ software platform to the lung cancer and myeloma diseases.
Clinical Wages and Laboratory Expenses and General Working Capital Expenditures - The Company will use approximately 40% of the net proceeds from the Offering to fund clinical wages and laboratory expenses related to the Company's ongoing research and development activities and for general working capital purposes.
For a complete description of the Company's anticipated uses for the proceeds from the Offering, potential investors should make reference to the Preliminary Prospectus.
Closing of the Offering is expected to occur on August 31, 2017 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange and the securities regulatory authorities.
3DS (TSX VENTURE:DXD)(OTCQB:TDSGF)(FRANKFURT:3D0) 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, the rate of progression of the disease, drug efficacy, and drug toxicity. The technology is designed to predict the course of the disease and to personalize treatment for the individual patient. For more information, visit the Company's new website at http://www.3dsignatures.com
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward looking statements which constitute "forward looking information" within the meaning of applicable Canadian securities legislation ("Forward Looking Statements"). All statements included herein, other than statements of historical fact, are Forward Looking Statements and are subject to a variety of known and unknown risks and uncertainties which could cause actual events or results to differ materially from those reflected in the Forward Looking Statements. The Forward Looking Statements in this news release include, without limitation, statements about the use of proceeds of the Offering, the expected closing date of the Offering, the ability to obtain the necessary approvals to complete the Offering and the compensation of the Agents and the Finders, including whether compensation will be payable to the Finders and the form and extent of any such compensation. Often, but not always, these Forward Looking Statements can be identified by the use of words such as "estimates", "potential", "open", "future", "assumes", "projects", "anticipates", "believes", "may", "continues", "expects", "plans", "will", "to be", or statements that events "could" or "should" occur or be achieved, and similar expressions, including negative variations.
Such Forward Looking Statements reflect the Company's current views with respect to future events are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by 3DS as of the date of such statements, are inherently subject to significant medical, scientific, business, economic, competitive, political and social uncertainties and contingencies. Many risk factors could cause the Company's actual results, performance, achievements, prospects or opportunities to be materially different from any future results, performance or achievements that may be expressed or implied by such Forward Looking Statements, including risks related to the volatility of the price of the Common Shares; risks related to the possibility that 3DS' shareholders may experience dilution; that 3DS' management will have discretion in the actual application of the net proceeds, and may elect to allocate proceeds differently from what is described herein; risks related to 3DS' requirements for additional financing and future access to capital, including the risk that the proceeds raised under the Offering may be insufficient to finance 3DS' business objectives; the risk that a positive return on an investment in the Common Shares is not guaranteed; risks related to 3DS' intention to retain earnings and not pay cash dividends on its Common Shares in the foreseeable future; risks related to 3DS' early stage of development; the risk that 3DS' tests will not be successfully deployed;
risks related to 3DS' dependence on third parties including collaborative partners, licensors and others; risks related to 3DS' clinical trial recruitment; uncertainties related to 3DS' clinical trials and test development; that there is currently no market for 3DS' products and that such market may be slow to develop if at all; risks related to 3DS' reliance on key personnel; risks related to the competitive nature of the biotechnology industry; risks related to 3DS' limited operating history, lack of revenue, history of losses and inability to assure that it will earn profits in the future or that profitability will be sustained; risks related to government regulation; risks related to rapid technological change; risks related to the fact that 3DS' software may now or in the future contain undetected errors, bugs or vulnerabilities; risks associated with 3DS' international operations; the risk that 3DS or its directors and officers may be subject to a variety of civil or other legal proceedings, with or without merit, including product liability claims; risks related to the protection of 3DS' intellectual property rights; risks related to 3DS' limited sales, marketing and distribution experience; risks related to the possibility that 3DS' directors and officers may be placed in a conflict of interest as a result of their employment or affiliation with third parties, risks related to 3DS' use and storage of personal information and compliance with applicable privacy laws, as well as those risks discussed under the heading "Risk Factors" in the Company's annual information form dated January 31, 2017 and filed on SEDAR, the Preliminary Prospectus and the Company's filing statement dated August 22, 2016 and filed on SEDAR. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the Forward Looking Statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended.
In making the Forward Looking Statements, the Company has made various material assumptions including, but not limited to the timely receipt of regulatory and third party approvals related to the Offering; the completion of the Offering; obtaining positive results from 3DS' current and planned clinical trials; obtaining regulatory approvals with respect to 3DS' clinical trials which are now ongoing or may in the future be commenced; assumptions regarding general business and economic conditions; 3DS' ability to successfully develop its tests; 3DS' current positive relationship with third parties will be maintained; the availability of future financing on reasonable terms; 3DS' ability to attract and retain skilled staff; assumptions regarding market competition and the products and technology offered by 3DS' competitors; and 3DS' ability to protect patents and proprietary rights.
3DS believes that the assumptions and expectations reflected in the Forward Looking Statements in this press release are reasonable, but no assurance can be given that these expectations will prove to be correct. Forward Looking Statements should not be unduly relied upon. This information speaks only as of the date of this press release, and 3DS will not necessarily update this information, unless required to do so by securities laws.
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.
VP Corporate Finance