3D Signatures Inc. Announces Brokered Private Placement

3D Signatures Inc. (TSXV:DXD)(OTCQB:TDSGF)(FRANKFURT:3D0) (the “Company” or “3DS”) is pleased to announce that it has appointed a syndicate of agents led by Haywood Securities Inc. (“Haywood”), and including Industrial Alliance Securities Inc. (collectively with Haywood, the “Agents”), to sell, by way of a private placement on a best efforts basis, units (the “Units”) of the Company at a price of $0.25 per Unit (the “Issue Price”) for gross proceeds of up to $2,500,000 (the “Offering”). The closing of the Offering is subject to the Company raising a minimum offering amount of $1,750,000.
Each Unit issued pursuant to the Offering will consist of one common share in the capital of the Company (a “Common Share”) and one half of one Common Share purchase warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional Common Share at a price of $0.40 for a period of 24 months from the closing date of the Offering.
The Agents have been granted the option (the “Agents’ Option”) to sell up to an additional 2,000,000 Units at the Issue Price, exercisable in whole or in part at any time up to 48 hours prior to the closing of the Offering.
The closing of the Offering is expected to occur on or about November 15, 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 Offering 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 of the Offering to fund clinical trials, and for working capital and general corporate purposes. At the minimum raise, involving the issuance of 7,000,000 Units, the Company expects that approximately $1,250,000 of the Offering would be used to fund ongoing 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 minimum raise is expected to be used to fund general working capital expenses. At the maximum raise, involving the issuance of 10,000,000 Units, the Company expects that approximately $1,600,000 of the Offering would be used to fund clinical expenses that, in addition to the clinical development of the Telo-HL™ test described above, may also include research and development initiatives regarding the application of the Company’s TeloView™ platform into prostate cancer, multiple myeloma and/or lung cancer. The balance of the proceeds from the maximum raise would be expected to be used to fund general working capital expenses. If the Agents exercise the Agents’ Option, in whole or in part, the Company may consider funding further research and development into existing or new opportunities or may use the proceeds from such exercise to fund general working capital requirements.
The Company will pay the Agents upon the closing of the Offering: 1) a cash commission equal to 8 per cent of the gross proceeds of the Offering; 2) broker warrants equal to 8 per cent of the Units issued in the Offering; and 3) the Agents’ reasonable expenses related to the Offering. In addition, the Company will pay Haywood a corporate finance fee of $40,000 upon the closing of the Offering. Each broker warrant shall be exercisable for one Common Share at a price of $0.25 for a period of two years following the closing date of the Offering.
Separately, 3DS announces the termination of a previous agreement, announced on July 19, 2017, pursuant to which Haywood agreed, on behalf of a syndicate of agents, to sell, by way of a short form prospectus, on a best efforts agency basis, up to 12,500,000 Common Shares at a price of $0.40 per Common Share for aggregate gross proceeds of up to $5,000,000. Haywood will retain a deposit made by 3DS in respect of this agreement, which will be applied toward the Agents’ costs in respect of the Offering.
This press release does not constitute an offer to sell or 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 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.
About 3DS
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 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: https://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, including any proceeds derived from the exercise of Agents’ Option, 3DS’ expected clinical trials and research and development initiatives, the development and commercialization of the Telo-HL™ test as an LDT by the first quarter of 2018, the expected closing date of the Offering and the ability to complete the Offering, including obtaining the necessary approvals in connection therewith. 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 Offering may not close; the risk that 3DS’ management will have discretion in the actual application of the net proceeds, including any proceeds derived from the exercise of Agents’ Option, and may elect to allocate proceeds differently from what is described herein; the risk that the Telo-HL™ test may not be commercially launched as an LDT by the first quarter of 2018, or at all; risks related to the volatility of the price of the 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 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; 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; 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 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 Offering; the completion of the Offering; obtaining positive results from 3DS’ current and planned clinical trials and research and development initiatives; that the Telo-HL™ 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; 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.
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Source: www.marketwired.com