a life sciences company that develops and commercializes proprietary technologies and products for advanced microarray diagnostics, today announced that it intends to complete a non-brokered private placement (the “Private Placement”) of up to 5,013,000 units (“Units”) of the Company at a price of $0.75 per Unit for gross proceeds of up to $3.760 million, subject to regulatory and stock exchange approval. Each Unit will consist of one common share and one common share purchase warrant. Each common share purchase warrant will entitle the holder to purchase one common share at a price of $1.10 for a period of two years from the date of issuance. If the full Private Placement is sold and after giving effect to the issuance of shares and exercise of warrants the Company would have up to 49,888,264 shares outstanding.
Certain officers, directors and other insiders of the Company may acquire securities under the private placement. In conjunction with the closing of the financing, options granted to members of the Board of Directors on January 10, 2013 will be amended to increase the exercise price of the options to $0.75 from $0.45. All others terms of the options remain unchanged.
The Company expects to close the Private Placement on or about May 1, 2013.
In connection with the Private Placement, the Company will pay a finder's fee in cash equal to 7% of the gross proceeds and will issue compensation warrants to acquire Units equal to 10% of the Units issued in connection with the Private Placement. Each compensation warrant entitles the holder, for a period of 24 months after the closing date, to acquire Units at an exercise price of $0.75 per Unit.
The Private Placement is subject to all necessary regulatory and stock exchange approvals. The securities being issued pursuant to the Private Placement will be subject to a four month hold period in accordance with applicable Canadian securities law.
SQI intends to use the net proceeds to fund the Company’s product development and commercialization programs, sales and marketing and for general working capital purposes.
About SQI Diagnostics
SQI Diagnostics is a life sciences and diagnostics company that develops and commercializes proprietary technologies and products for advanced microarray diagnostics. The Company's proprietary microarray tests and fully-automated systems are designed to simplify protein and antibody testing workflow, increase throughput, reduce costs and provide excellent data quality. For more information, please visit www.sqidiagnostics.com.
Sales and Marketing ContactRuss Peloquin
Vice President, Global Commercial Operations
Investor Relations ContactAndrew Morris
Chief Executive Officer
416.674.9500 ext. 229
This press release contains certain forward-looking statements, including, without limitation, statements containing the words "may", "plan", "will", "estimate", "continue", "anticipate", "intend", "expect", "believe", "in the process", "benefits", "leading to", "possible" "is subject to" and other similar expressions which constitute "forward-looking information" within the meaning of applicable securities laws. Forward-looking statements reflect the Company's current expectation and assumptions, and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. These forward-looking statements involve risks and uncertainties including, but not limited to: the ability of our patents to adequately protect our rights or permit us to gain or keep any competitive advantage; our ability to market and sell our novel multiplexing technologies and detection platforms; our ability to maintain any technical or product advantages; our ability to continue to market and sell our products; potential supply problems or price fluctuations with sole source or other third-party suppliers on which SQI is dependent; SQI's ability to increase customer orders and manufacturing volumes; adverse changes in general economic conditions; impact of healthcare reform legislation; and, SQI's ability to raise additional funds in the future on acceptable terms or at all. Such statements reflect the current views of the Company with respect to future events and are subject to certain risks and uncertainties and other risks detailed from time-to-time in the Company's ongoing filings with the securities regulatory authorities, which filings can be found at www.sedar.com. Actual results, events, and performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements either as a result of new information, future events or otherwise, except as required by applicable securities laws.
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