3D Signatures Inc. Announces Upsizing of $1,500,000 Private Placement, the Appointment of a New Director and Reports on AGM Results
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TORONTO, Dec. 01, 2017 (GLOBE NEWSWIRE) -- 3D Signatures Inc. (TSX-V:DXD) (OTCQB:TDSGF) (FSE:3D0) (the "Company" or "3DS") is pleased to announce an upsize of its previously announced non-brokered private placement and the results of its Annual General Meeting of Shareholders held on November 28, 2017 (“AGM”).
3DS announces that the Company is increasing its previously announced non-brokered private placement, from total gross proceeds of $1,500,000 to total gross proceeds of up to $1,622,673 (the “Private Placement”). The Private Placement will now consist of 8,113,365 units (the “Units”) at a price of $0.20 per Unit. 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.
As previously announced, 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 2 years following the closing date of the Private Placement.
The closing of the Private Placement is expected to occur on or about December 4, 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. In the event that 3DS receives subscriptions above the revised stated maximum amount of the Private Placement, 3DS will adjust the subscriptions received on a pro-rata basis or will increase the size of the Private Placement accordingly.
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.
At the AGM, shareholders approved the appointment of all directors proposed for election, which comprised the existing slate of directors and Ian Fodie. Shareholders also approved the reappointment of MNP LLP as the Company’s auditor.
Ian Fodie is the principal of IF Only Strategies Ltd. Prior thereto, he served as either Chief Financial Officer to, or in other executive management positions of, such corporations as NRI Global, First Bauxite Corporation, Lithium Americas Corp., Oriental Minerals Inc., Longview Capital Partners Inc., Mainframe Entertainment Inc., Historical Xperiences Inc., Sextant Entertainment Group Inc., International Keystone Entertainment Inc. and Vividata, many of which were traded on either the TSX or TSX Venture Exchange. Mr. Fodie has sat on the board of directors of many companies including Peace Arch Entertainment Group Inc., Oriental Minerals Inc., Woulfe Mining Corp. and Endeavour for the Benefits of the Art, Sciences and Health. Mr. Fodie’s appointment is subject to approval from the TSX Venture Exchange.
In addition, subject to approval from the TSX Venture Exchange, shareholders approved at the AGM a change of 3DS’ registered and records office to Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 4000, Commerce Court West, Toronto, Ontario, M5L 1A9.
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