3D Signatures Inc. Announces the Closing of its Non-Brokered Private Placement
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TORONTO, Dec. 05, 2017 (GLOBE NEWSWIRE) -- 3D Signatures Inc. (TSX-V:DXD) (OTCQB:TDSGF) (FSE:3D0) (the "Company" or "3DS") is pleased to announce that its previously disclosed non-brokered private placement (the “Private Placement”) has been fully subscribed for and has closed for aggregate gross proceeds to 3DS of $1,622,673.
The Private Placement involved the sale of 8,113,365 units (the “Units”) at a price of $0.20 per Unit. Each Unit consists of one common share of the Company and one common share purchase warrant exercisable at $0.35 until December 5, 2022. All securities issued pursuant to the Private Placement are subject to a four month hold period in accordance with applicable Canadian securities laws.
In connection with the Private Placement, the Company paid certain finders a cash commission totalling $91,704, equal to 6% of the gross proceeds raised under the Private Placement by these finders, and issued such finders a total of 458,520 non-transferrable warrants (each, a “Finder’s Warrant”), equal to 6% of the number of Units issued by the Company to investors introduced to the Company by these finders. Each Finder’s Warrant is exercisable to purchase one common share until December 5, 2019 at an exercise price of $0.35.
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-HL™, 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.
"We greatly appreciate the confidence shown in 3DS by the investors who participated in this financing,” commented Jason Flowerday, CEO of 3DS. “This financing has provided us with resources to continue implementing our strategic plan, which includes the anticipated commercial launch of our Hodgkin’s lymphoma test as an LDT in Q1 2018.”
Certain insiders of the Company participated in the Private Placement by purchasing an aggregate of 230,000 Units. Accordingly, the Private Placement constitutes, to that extent, a "related party transaction" under applicable Canadian securities laws. The Company is relying on the exemptions from the formal valuation and minority approval requirements found in sections 5.5(a) and section 5.7(1)(a) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions as the fair market value of the transaction, insofar as it involves interested parties, is not more than the 25% of the Company’s market capitalization. The Company did not file a material change report more than 21 days before the expected closing of the Private Placement as the details of the Private Placement and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close on an expedited basis for sound business reasons.
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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