3D Signatures Inc. Announces Non-Brokered Private Placement to Raise $1,500,000 and Updates Previously Announced Brokered Private Placement
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TORONTO, Nov. 27, 2017 (GLOBE NEWSWIRE) -- 3D Signatures Inc. (TSX-V:DXD) (OTCQB:TDSGF) (FSE:3D0) (the "Company" or "3DS") is pleased to announce its intention to raise $1.5 million CAD by way of a non-brokered private placement of 7,500,000 units (the “Units”) at a price of $0.20 per Unit (the “Private Placement”). Each Unit will consist of one common share of the Company and one common share purchase warrant exercisable at $0.35 for 5 years from the date of the closing of the Private Placement.
The Company has agreed (i) to pay a cash finder’s fee of 6% of the aggregate proceeds raised from subscriptions arranged by certain finders and (ii) to issue broker warrants equal to 6% of the aggregate Units subscribed for pursuant to the subscriptions arranged by such finders. Each broker warrant shall be exercisable for one common share at a price of $0.35 for a period of 24 months following the closing date of the Private Placement.
The closing of the Private Placement is expected to occur on or about November 30, 2017, and is subject to the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. All securities issued pursuant to the Private Placement will be subject to a four month hold period in accordance with applicable Canadian securities laws. There is no material fact or material change regarding 3DS that has not been generally disclosed.
The Company intends to use the net proceeds from the Private Placement to fund clinical trials, and for working capital and general corporate purposes. The Company expects that approximately $750,000 of the Private Placement will be used to fund clinical expenses, including the Company’s test for Hodgkin’s lymphoma, Telo-HLTM, which requires validation of the scoring model as well as analytical validation prior to expected commercial launch as a laboratory developed test (“LDT”) in the first quarter of 2018. The balance of the Private Placement is expected to be used to fund general working capital expenses.
Separately, 3DS announces the termination of a previous agreement, announced on October 25, 2017, pursuant to which Haywood Securities Inc. (“Haywood”) agreed, on behalf of a syndicate of agents including Industrial Alliance Securities Inc., to sell, by way of a brokered private placement on a best efforts basis, units of the Company at a price of $0.25 per unit for aggregate gross proceeds of up to $2,500,000. In accordance with the terms of the engagement letter, the Company agreed to pay all reasonable fees and expenses, including legal fees and disbursements, incurred by the agent or on their behalf.
This press release does not constitute an offer to sell or a 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 “1933 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 1933 Act and applicable state securities laws or an exemption from such registration is available.
3DS (TSX-V: DXD; OTCQB: TDSGF; FSE: 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 22 clinical studies on over 2,000 patients on 13 different cancers and Alzheimer’s disease. Depending on the desired application, this platform 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 website at: http://www.3dsignatures.com
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CEO & Director
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 Private Placement, 3DS’ ability to complete the Private Placement, including obtaining the necessary approvals in connection therewith, 3DS’ expected clinical trials and research and development initiatives, the development and commercialization of the Telo-HLTM test as an LDT by the first quarter of 2018, the expected closing date of the Private Placement, the payment of finder’s fees in respect of the Private Placement and the possibility that the Company may increase the size of the Private Placement or allot subscriptions on a pro-rata basis in the event of the Private Placement being oversubscribed. 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 the risk that the Private Placement may not close; the risk 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; the risk that the Telo-HLTM test may not be commercially launched as an LDT by the first quarter of 2018, or at all; the risk that 3DS’ management may elect to allot subscriptions on a pro-rata basis in the event that the Private Placement is oversubscribed; risks related to the volatility of the price of 3DS’ common shares; risks related to the possibility that 3DS’ shareholders may experience dilution; risks related to 3DS’ requirements for additional financing and future access to capital, including the risk that the proceeds raised under the Private Placement may be insufficient to finance 3DS’ business objectives; the risk that a positive return on an investment in 3DS’ common shares is not guaranteed; uncertainties related to 3DS’ clinical trials and test development; 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; 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; 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 management’s discussion and analysis dated October 23, 2017 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 Private Placement; the completion of the Private Placement; obtaining positive results from 3DS’ current and planned clinical trials and research and development initiatives; that the Telo-HLTM test will be commercially launched as an LDT by the first quarter of 2018; obtaining regulatory approvals with respect to 3DS’ clinical trials which are now ongoing or may in the future be commenced; 3DS’ ability to successfully develop its tests; assumptions regarding general business and economic conditions; that 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.