BROSSARD, QC, July 30, 2015 /CNW Telbec/ - DIAGNOS Inc.
("DIAGNOS" or "the Corporation") (TSX Venture: ADK), a leader in
healthcare technical services including screening, software and
algorithm development, data analysis, and image processing, is
pleased to announce the closing of a private placement ("Private
Placement") for $1.59 million of
Senior Secured Convertible Debentures (each a "Debenture"),
initially announced on June 30, 2015.
As of this date, the Corporation has received subscription
commitments for an additional $700,000. It expects to close this second tranche
of the Private Placement on or about August
7, 2015, for gross total proceeds of at least $2.29 million. Net proceeds from the Private
Placement will be used to fund business development and product
development of healthcare services, as well as for general
corporate and working capital purposes.
The Debentures bear interest at an annual rate of 10%, and will
mature on July 29, 2019 (the
"Maturity Date"). Interest on the Debentures is calculated from
their date of issue and will be paid quarterly in arrears beginning
October 29, 2016. The first year of
interest will be paid at the Maturity Date and will be compounded
annually.
At the sole option of the holders of the Debentures, the
principal amount of the Debentures may be converted at any time, in
whole or in part, into common shares of the Corporation ("Common
Shares") at a price of $0.10 per
Common Share. Any accrued interest on the principal, at time of
conversion, will be immediately payable in cash.
As previously announced, the Corporation retained the services
of Bloom Burton & Co. Limited ("Bloom Burton") to act as its
exclusive agent in connection with the Private Placement. Under the
terms of an agency agreement entered into between Bloom Burton and
the Corporation (the "Agency Agreement"), Bloom Burton and other
brokers received a commission in cash of $48,300 and were issued 322,000 brokers warrants
(each a "Warrant") equal to the amount of commission paid divided
by $0.15. Each Warrant is exercisable
for one Common Share at a price of $0.15 per Common Share over a two-year period
ending July 29, 2017. The Warrants
are non-transferable.
The Corporation also entered into a finder's fee agreement (the
"Agreement") with First Republic Capital Corporation ("First
Republic") under similar terms to the Agency Agreement. In
accordance with the Agreement, First Republic will receive a
commission in cash of $14,000 and
93,333 Warrants bearing the same terms, conditions and exercise
price as the Warrants issued to Bloom Burton and the other brokers.
The Warrants issued to First Republic also expire on July 29, 2017.
The Debentures, the Warrants, and the underlying Common Shares
are subject to a four-month hold period from the closing date
ending on November 30, 2015.
The Private Placement remains subject to the final approval of
the TSX Venture Exchange.
All monies quoted in this press release were stated and paid in
lawful money of Canada.
About DIAGNOS
DIAGNOS is a publicly-traded Canadian corporation with a mission to
improve the quality of patients' lives and minimize the economic
burden of vision loss. Computer Assisted Retinal Analysis (CARA) is
the Company's proprietary tele-ophthalmology platform that
integrates with existing equipment (hardware and software) and
processes at the point of care (POC) and comprises: image upload,
image enhancement automated pre-screening, grading by a specialist,
and referral to a specialist. CARA's image enhancement algorithms
make standard retinal images sharper, clearer, and easier to read.
CARA is accessible securely over the internet, and is compatible
with all recognized image formats and brands of fundus cameras, and
is EMR compatible. CARA is a cost-effective tool for screening
large numbers of patients, in real-time and has been approved by
regulatory authorities including Health Canada, the U.S. Food and
Drug Administration, and the European Union.
Forward-looking information
This document contains forward-looking information that involves
risks and uncertainties, including without limitation, statements
pertaining to the Private Placement and its use of proceeds. There
can be no assurance that forward-looking information will prove to
be accurate, as actual results and future events could differ
materially from those anticipated in these statements. Unless
required under law, DIAGNOS will not update this forward-looking
information to reflect new events or circumstances.
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.
SOURCE DIAGNOS