(3D0.F) (the "Company" or "3DS") is pleased to announce its intention to raise $1.5 million CAD by way of a non-brokered private placement of 7,500,000 units (the “Units”) at a price of $0.20 per Unit (the “Private Placement”). Each Unit will consist of one common share of the Company and one common share purchase warrant exercisable at $0.35 for 5 years from the date of the closing of the Private Placement.
The Company has agreed (i) to pay a cash finder’s fee of 6% of the aggregate proceeds raised from subscriptions arranged by certain finders and (ii) to issue broker warrants equal to 6% of the aggregate Units subscribed for pursuant to the subscriptions arranged by such finders. Each broker warrant shall be exercisable for one common share at a price of $0.35 for a period of 24 months following the closing date of the Private Placement.
The closing of the Private Placement is expected to occur on or about November 30, 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 Private Placement 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 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-HLTM, 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.
Separately, 3DS announces the termination of a previous agreement, announced on October 25, 2017, pursuant to which Haywood Securities Inc. (“Haywood”) agreed, on behalf of a syndicate of agents including Industrial Alliance Securities Inc., to sell, by way of a brokered private placement on a best efforts basis, units of the Company at a price of $0.25 per unit for aggregate gross proceeds of up to $2,500,000. In accordance with the terms of the engagement letter, the Company agreed to pay all reasonable fees and expenses, including legal fees and disbursements, incurred by the agent or on their behalf.