a life sciences company that develops and commercializes proprietary technologies and products for advanced microarray diagnostics, today announced it intends to complete a non-brokered private placement (the “Offering”) of secured debentures of up to $4 million (collectively, the “Debentures”).
The Debentures will bear interest at a rate of 10% per annum on the principal amount outstanding and will be repayable 60 months from the date issued. The Debentures will be secured by a general security agreement over all the present and future assets of the Company including intangibles. In consideration for the Debentures, the Company is issuing an aggregate of up on four million common share purchase warrants (collectively, the “Warrants”). Each Warrant will entitle the holder to purchase one common share of the Corporation (a “Share”) at a price of $0.60 and is exercisable at any time up to 60 months after the date of issue. The securities being issued pursuant to the Offering will be subject to a four month hold period in accordance with applicable Canadian securities law.
The Debentures may be redeemed in whole or in part, at par and without premium or penalty, at the option of the Company if at any time following the first anniversary of the date of issuance of the Debentures, and prior to the maturity date of such Debentures, the volume weighted average closing price of the Company’s Shares on the TSXV (or any other stock exchange on which such Shares are then traded) is equal to or greater than $1.00 per share for twenty (20) consecutive trading days.
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.
The Company expects an initial closing of the Offering on or about January 23, 2015, with additional closings in February, 2015.
In connection with the Offering, the Company will pay a finder's fee in cash equal to 6% of the gross proceeds of the Offering and will issue compensation warrants equal to 10% of the aggregate warrants issued in the Offering. The finder’s warrants will exercisable at a price of $0.60 at any time up to 60 months after the date of issue.
The issuance of the Debentures is subject to the execution of the debenture agreements and a general security agreement and the approval of the TSX Venture Exchange. The Offering is also subject to all necessary regulatory and stock exchange approvals.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and accordingly may not be offered or sold within the United States or to “U.S. persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act (“U.S. Persons”), except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy and of the Company’s securities to, or for the account of benefit of, persons in the United States or U.S. Persons.
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.
For further information please contact:
Chief Executive Officer
416.674.9500 ext. 229
This news release contains certain forward-looking statements, including, without limitation, statements containing the words “will”, “to be” 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. The forward-looking statements in this news release include without limitation, statements with respect to the use of proceeds of the Offering and the completion of the proposed Offering, which may not be completed. These forward-looking statements involve risks and uncertainties including, but not limited to risks related to market conditions for the Offering, the failure to obtain necessary regulatory approvals, general economic and market segment conditions, and international risk and currency exchange, agreements and future agreements to sell our products, the success of our Diagnostic Tools and Services business and our intent to build near-term revenue streams from this business, the successful regulatory filing and receipt of regulatory approvals for our later stage quantitative diagnostic kits , the acceleration of our revenue ramp, general economic and market segment conditions, competitor activity, technology changes and regulatory approvals. 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 laws.
This news 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 U.S. Securities 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 U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.