Diagnos to redeem 10% debentures, roll back shares 1:10
Momentum Public Relations
Press Release: March 11, 2019
Diagnos Inc. has taken steps to reorganize its debt and capital structure to allow it to efficiently allocate its resources and pursue the growth of the business. As such, Diagnos has put in place a special reorganization team to cover all strategic, legal, organizational and financial aspects of the proposed reorganization.
For the purpose of reorganizing the debt
Diagnos will be holding a meeting for the holders of the 10 per cent secured convertible debentures on April 4, 2019, to obtain their approval for a proposed amendment to the debentures which would allow the corporation to immediately redeem the principal amount in the aggregate amount of $4.94-million, plus accrued interest, on the debentures payable in common shares of the corporation at the deemed issue price of 3.5 cents per share (being 35 cents postconsolidation (as defined herein)). If the debenture redemption is not approved, the corporation will seek approval to amend the terms of the debentures to allow the corporation to: (i) make the interest payments in the form of shares; and (ii) repay the debentures at maturity, in the form of shares, based on a share price equal to the volume-weighted average price (VWAP) of the corporation’s shares for the five days prior to the interest payment date or the maturity date.
If the debenture redemption is approved, the corporation will seek to convert the 10 per cent unsecured convertible notes outstanding in the aggregate principal of $1-million, at the redemption price, by private contract.
The debenture redemption, the debenture amendments and the note redemption are subject to the approval of the TSX Venture Exchange and compliance with the TSX-V corporate finance manual (policies), which establishes a minimum share issuance price of five cents. Accordingly, approval of the consolidation is required before the transactions contemplated herein can take place.
For the purpose of reorganizing its capital structure
The corporation will be holding a special meeting of its shareholders on April 10, 2019, to obtain approval for an amendment to the corporation’s articles to allow it to proceed with a share consolidation on the basis of one postconsolidated share being outstanding for every 10 preconsolidation shares. If passed, the consolidation will take place as soon as possible and the corporation will proceed shortly thereafter with the debenture redemption, if passed and, the note redemption, as may be applicable.
Benefits and management recommendation
The board of directors, acting in good faith and with a view of the corporation’s best interest, believes the proposed reorganization to be fair to all of its stakeholders as it will allow Diagnos to move forward with the development of the business. The board recommends that the debentureholders vote in favour of the debenture redemption and that the shareholders vote in favour of the consolidation, for the following reasons:
- Reduced risk: The corporation has missed interest payments on the debentures. It does not have, nor does it anticipate having, the financial capacity to redeem the Series 1 debentures due July 29, 2019, in cash, or that it could do so without severely impacting its commercialization efforts. The debenture redemption would significantly reduce the risks of default by the corporation, ensure its continuity and provide debentureholders with a redemption price that is aligned with the market value of the shares, all the while preserving the opportunity to generate capital appreciation and participate in the growth of the corporation’s business.
- Facilitate capital raises; favourable capital structure: The corporation will require additional working capital to move forward with the growth of the business. By removing $6.6-million of debt from its balance sheet (and, in so doing, eliminating the threat to the corporation’s continuity and use of its assets) and by presenting an attractive capital structure (40.2 million shares outstanding at a higher share price), the corporation expects this will facilitate the injection of new capital and generate interest on a broader level from a variety of investors, including institutional investors.
- Removes important barriers to business development: Adding new users is key to building a strong client base for the corporation’s AI (artificial intelligence) tools in the medical field. It is a lengthy process requiring sustained efforts and support, namely during the trial process, and uncertainties as to the long-term viability of the corporation is an important barrier to business development. By presenting a stronger financial position, potential customers and business partners, both in the private and public sectors, will be less hesitant to invest resources, time and money, in the product adoption process.
- Favourable redemption price: The proposed redemption price is highly favourable as conversion prices are currently at 10 cents for the Series 1 and Series 3 debentures, 15 cents for the Series 2 debentures, and 16 cents for the notes, and, following the consolidation, the conversion prices would be adjusted to, respectively, $1, $1.50 and $1.60. Moreover, the TSX-V policies do not permit reductions in the conversion price of convertible securities to a price that would be below the common share price at the time of issuance of the convertible security, other than in the context of a debt reorganization.
Pro forma share structure following the reorganization
The corporation currently has 212,931,265 shares outstanding, debentures in the aggregate principal amount of $4.94-million and notes in the aggregate principal amount of $1-million. The attached table presents the pro forma share structure of the corporation assuming the debenture redemption, the note redemption and the consolidation are approved.
Debt Maturity Outstanding Shares issued Shares aggregate based on outstanding principal redemption price postconsolidation Series 1 -- Senior 10% secured convertible debentures July 29, 2019 $1,530,000 43,714,285 4,371,428 Series 2 -- 10% secured convertible debentures April 13, 2020 $2,610,000 74,571,428 7,457,142 Series 3 -- 10% secured convertible debentures July 4, 2021 $800,000 22,857,142 2,285,714 Total for the secured debentures $4,940,000 141,142,855 14,114,284 10% convertible notes Oct. 13, 2020 $900,000 25,714,285 2,571,428 10% convertible notes Oct. 23, 2020 $100,000 2,857,142 285,714 Total for the convertible notes $1,000,000 28,571,427 2,857,142 Accrued interest (to April 17, 2019) $687,822 19,652,045 1,965,204 Conversion; consolidation $(6,627,822) 189,366,327 18,936,630 Outstanding debt; shares 0 402,297,592 40,229,759
Corporate update
Commercialization efforts have increased in the recent year and management expects sales will steadily improve as it is building a customer base by creating awareness for its Flaire platform with continuing trials, which are generating excellent results. Although the slow rates of adoption for innovative products in the medical industry have been and continue to be an important challenge for the corporation, moving forward, Diagnos is gaining an in-depth understanding of the process and the company expects to build, from these early adopters, a strong client base. In addition to CARA (computer-assisted retina analysis) being commercialized, Diagnos has been actively developing other health-care-focused software tools as well, which are in different phases of development. Cardio is another important software being tested by Diagnos in four countries, which has strong growth potential. A few other health-care-focused software tools, which are presently in the development phase, include hypertensive retinopathy, OCT (optical coherence tomography), sleep apnea and Alzheimer’s disease.
Recent key highlights:
- Sept. 18, 2018 — Diagnos reaches agreement with 20/20NOW, the leading ocular telehealth provider in the United States;
- Nov. 13, 2018 — Addition of strategic partner in Mexico;
- Nov. 11, 2018 — Diagnos closed a private placement of approximately $1-million and attracted a new strategic investor;
- Dec. 4, 2018 — Diagnos signs a collaborative agreement with a renowned engineering school in Montreal for the accelerated development of new innovative features for CARA based on deep learning applications;
- Jan. 22, 2019 — Diagnos announces extension to the diabetic retinopathy screening services assisted by artificial intelligence (AI) at the Centre Hospitalier de l’Universite de Montreal (CHUM) following the excellent initial results from trial;
- Jan. 29, 2019 — Diagnos strengthens the board with the addition of Dr. Jean-Francois Yale, an endocrinologist and professor of medicine at McGill with specific interest in the prevention and management of diabetes.
Meeting of debentureholders April 4, 2019
The meeting of the debentureholders will take place on April 4, 2019, at 10:30 a.m., at the offices of the corporation, located at 7005 Taschereau Blvd., Suite 340, Brossard, Que. Debentureholders will be asked to approve the debenture redemption and alternatively approve the debenture amendements. Debentureholders are urged to carefully review the management information circular they will receive as well as the voting instructions provided. For the debenture redemption or the debenture amendments resolutions to be passed, a quorum representing 25 per cent or more of the outstanding principal amount of the debentures must be represented, in person or by proxy, at the meeting, of which debentureholders having no less than 66-2/3rds per cent of the principal value of the debentures must vote in favour. The debenture redemption remains subject to approval by the TSX-V, and any and all further shares issuances will also be subject to the approval of the TSX-V, at the time of issuance. If a share issuance would result in the creation of a new insider or dominant shareholder (meaning, respectively, having control over 10 per cent and 20 per cent of more of the corporation’s securities), the approval of the TSX-V and/or of the shareholders may be required. However, at this time, the corporation does not anticipate the creation of new insiders or control persons pursuant to the reorganization.
All securities issued and issuable to the debentureholders and/or noteholders will be subject to a four-month-and-one-day hold period from the date of issuance, and it is a condition that all shares issuances contemplated herein be made in compliance with exemptions of prospectus and/or registration requirements under applicable securities laws.
Meeting of shareholders April 10, 2019
The shareholder meeting will take place on April 10, 2019, at 10 a.m., at the offices of the corporation, located at 7005 Taschereau Blvd., Suite 340, Brossard, Que. The shareholders will be asked to approve an amendment to its articles of incorporation to proceed with the 1:10 consolidation of its shares, following which every 10 preconsolidation shares held will be converted to one postconsolidation share. All convertible securities issued and outstanding will be adjusted in the same ratio, in quantity and in price, on the effective date. Shareholders of record on March 12, 2019, will receive a proxy solicitation and management information circular, which will include the details of the consolidation and voting instructions. The resolution approving the consolidation must be approved by no less than 66-2/3rds per cent of the shareholders, in person or represented by proxy, at the meeting.
About Diagnos Inc.
Diagnos is a publicly traded Canadian corporation with a mission of early detection of critical health issues through the use of its artificial intelligence tool CARA. CARA is a tele-ophthalmology platform that integrates with existing equipment (hardware and software) and processes at the point of care. CARA is accessible securely over the Internet; is compatible with all recognized image formats and brands of fundus cameras; and is EMR (electronic medical record) compatible. CARA complies with local regulations; is FDA (U.S. Food and Drug Administration) cleared for commercialization in the United States; is Health Canada licensed for commercialization in Canada; and is CE marking compliant in Europe.
- Published in Diagnos
DIAGNOS Welcomes Dr. Jean-Francois Yale to the Board of Directors
Momentum Public Relations
Press Release: January 29, 2019
Diagnos Inc. (“DIAGNOS” or “the Corporation”) (TSX Venture: ADK) (OTCQB: DGNOF) a leader in early detection of critical health issues through the use of its FLAIRE platform based on Artificial Intelligence (AI), is pleased to announce the appointment of Dr. Jean-Francois Yale to its board of directors.
Dr. Yale is an endocrinologist, currently professor of medicine at the McGill University Department of Medicine. Dr. Yale chaired the Clinical and Scientific Section of the Canadian Diabetes Association from 1992-1994 as well as the Expert Committee that published the 2001 Clinical Practice Guidelines for the Prevention and Management of Diabetes. Dr. Yale’s research interests (210 publications) include the prevention of hypoglycemia in type 1 diabetes and he participated in numerous multicentre trials on new therapies for type 1 and type 2 diabetes.
“We are delighted to have Dr. Yale joining the Board. I am convinced that DIAGNOS will greatly benefit from his specialized interest in intensive management of type 1 and type 2 diabetes,” said Mr. Georges Hebert, Chairman of the board of directors of DIAGNOS.
The board of directors has approved a grant of 2,620,000 stock options to the directors and officers of the Corporation. Stock options vest at 50% per year, commencing with the first anniversary of the grant. The exercise price of these options has been established at $0.05 per share. The expiry date to which these options can be exercised has been fixed to January 28, 2024.
All monies quoted in this press release shall be stated and paid in lawful money of Canada.
About DIAGNOS
DIAGNOS is a publicly-traded Canadian corporation with a mission of early detection of critical health issues through the use of its Artificial Intelligence (“AI”) tool CARA (Computer Assisted Retina Analysis). CARA is a tele-ophthalmology platform that integrates with existing equipment (hardware and software) and processes at the point of care. CARA’s Artificial Intelligence 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 cleared for commercialization by several regulatory authorities such as Health Canada, the U.S. Food and Drug Administration and the European Union.
Additional information is available at www.diagnos.com and www.sedar.com
- Published in Diagnos, Life Sciences, News Home, Technology
DIAGNOS Announces an Extension to the Diabetic Retinopathy Screening Services Assisted by Artificial Intelligence (AI) at the CHUM
Momentum Public Relations
Press Release: January 22, 2019
DIAGNOS Inc. (“DIAGNOS” or the “Company”) (TSX Venture Exchange: ADK) (OTCQB: DGNOF), a leader in early detection of critical health issues through the use of its FLAIRE platform based on Artificial Intelligence (AI), announces today, further to our initial news release dated June 5th, 2018, the extension through May 2019 of the technological showcase for the automated detection of Diabetic Retinopathy at the Centre Hospitalier de l’Université de Montréal (CHUM).
Technological showcase
DIAGNOS will continue screening for diabetic retinopathy at the CHUM until the end of May 2019. Because of excellent initial screening results, the administration of the CHUM has elected to extend the duration of the technological showcase to further appreciate the benefits.
AI for detection and triage
Our early detection service includes an automated AI analysis of fundus imagery together with a triage system according to the degree of severity. This proprietary service is only available via our CARA telehealth platform (Computer Assisted Retina Analysis).
Improving patient services
The DIAGNOS automated screening solution significantly increases accessibility for diabetic and hypertensive patients subject to annual screening. Screening is done at the service centre using fundus photography. The process is fast, painless, and very simple for the patient. The CARA platform will facilitate identification and expedited triage of patients suffering from retinopathies who have been referred to the ophthalmology department following a consultation at the endocrinology or diabetes clinic.
DIAGNOS is also announcing the resignation of Mr. Jean-Yves Thérien from his position as director and chairman of the audit committee of the Corporation due to personal reasons. “On behalf of my fellow board members, I would like to sincerely thank Jean-Yves for his dedication and important contribution to the development of DIAGNOS”, said Mr. Georges Hébert, Chairman of the Board of directors. The Corporation is in the process of finding Mr. Thérien’s replacement as chairman of the audit committee. In the interim, Mr. Hébert will assume the role of chairman of the audit committee.
About DIAGNOS
DIAGNOS has screened to date more than 250,000 diabetic patients. Thanks to the support of the Government of Quebec and our collaboration with the CHUM, this technological showcase will allow Diagnos to demonstrate our expertise in the province. We strongly believe this partnership will also help set up extensive screening campaigns in other Canadian provinces and in the United States.
About CARA
CARA is a proprietary tele-ophthalmology platform that integrates with existing equipment (hardware and software) and processes at the point of care. CARA’s Artificial Intelligence 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 cleared for commercialization by several regulatory authorities such as Health Canada, the U.S. Food and Drug Administration and the European Union.
Additional information is available at www.diagnos.com and www.sedar.com
- Published in Diagnos, Life Sciences, News Home, Technology
Diagnos 900,000 shares for debt
Momentum Public Relations
Press Release: December 12, 2018
The TSX Venture Exchange has accepted for filing the company’s proposal to issue 900,000 common shares at a price of five cents per share in settlement of a total amount of $45,000 on outstanding interest payable on convertibles notes issued in October, 2017.
Number of creditors: seven creditors
Insiders: Gestion Maurice Pinsonnault (Maurice Pinsonnault), 200,000; Danie Clerk, 200,000
For further information, please refer to the company’s press releases dated Oct. 24, 2018, and Nov. 21, 2018.
- Published in Diagnos, Life Sciences, News Home, Technology
DIAGNOS is announcing a collaboration with ÉTS on Automated detection and grading of Diabetic Retinopathy
Momentum Public Relations
Press Release: December 04, 2018
Diagnos Inc. (“DIAGNOS” or “the Corporation”) (TSX Venture:ADK), (OTCQB: DGNOF), a leader in early detection of critical health issues through the use of Artificial Intelligence (AI), announces today a collaboration with ÉTS, École de technologie supérieure, an engineering school part of Université du Québec. The collaboration is funded in part by the Natural Science and Engineering Research Council of Canada (NSERC). Our focus will be to measure the benefit of using deep convolutional neural networks in detecting anomalies of diabetic retinopathy and classifying the patient by level of severity.
The main outcome of this collaboration is to bring Diagnos’ algorithms to a newlevel of automation, speed and accuracy. “Diagnos is always interested in cutting-edge algorithms in deep learning and with this collaboration, this will enable Diagnos to engage with leading academics to develop state-of-the-art screening solutions,” said André Larente, CEO at Diagnos Inc.
Under the supervision of Professor Ismail Ben Ayed, ÉTS students will work with Diagnos in using deep convolutional neural networks to detect anomalies caused by diabetic retinopathy and classify the patients by level of severity. The images will be provided by our CARA (Computer Assisted Retina Analysis) database. “A data-driven, large-scale and optimization based approach, which promises to deliver retinal image interpretation algorithms with a much higher practical impact,” said Professor Ismail Ben Ayed.
We anticipate that this partnership will increase automation, efficiency and precision for early identification and monitoring of diabetic retinopathy. “Identifying patients in early stages of diabetic retinopathy is our main goal because we can treat them efficiently. Our objective is to refer patients at high risk of going blind,” said Dr Hadi Chakor, CMO at Diagnos Inc.
This is our second collaboration project in Quebec this year. “We are deeply committed to develop our ties in our community. Our technology project with CHUM (Centre Hospitalier Universitaire de Montréal) was our first large investment in a teaching hospital. This announcement, with the financial support of Natural Science and Engineering Research Council of Canada (NSERC), represents the second step of our strategy to collaborate with an engineering school to foster innovation and speed up our go to market plan. We are building the case from which to grab market share in the North America healthcare market,” said Yves-Stephane Couture, Vice-President of Sales at Diagnos.
About ETS
A University that Specializes in Applied Engineering. The École de technologie supérieure is a constituent establishment of the Université du Québec. ÉTS, which specializes in engineering and technological transfer education as well as applied research, trains engineers and researchers who are recognized for their practical and innovative approach. Since its creation, ÉTS has pursued a mission that is deeply rooted in all its activities: To meet the needs of the industrial sector, which is in need of engineers who have not only a good theoretical background, but also practical knowledge. To fulfil this mission, ÉTS has a unique partnership with the business and industrial spheres that includes both small and large companies. It stands out from other universities in Québec because of the applied training it offers students, as well as its research activities conducted by and for companies.
About DIAGNOS
DIAGNOS is a publicly-traded Canadian corporation with a mission of early detection of critical health issues through the use of its Artificial Intelligence (“AI”) tool CARA (Computer Assisted Retina Analysis). CARA is a tele-ophthalmology platform that integrates with existing equipment (hardware and software) and processes at the point of care. CARA’s Artificial Intelligence 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 cleared for commercialization by several regulatory authorities such as Health Canada, the U.S. Food and Drug Administration and the European Union.
Additional information is available at www.diagnos.com and www.sedar.com
For further information, please contact:
Mr. André Larente, President | Josh Falle |
DIAGNOS Inc. | Momentum PR |
Tel: 450-678-8882 ext. 224 | Tel: 514-416-4656 |
alarente@diagnos.ca | josh@momentumpr.com |
- Published in Business, Diagnos, Life Sciences, News Home, Technology
DIAGNOS Announces Final Closing of Private Placement
Momentum Public Relations
Press Release: November 21, 2018
DIAGNOS Inc. (“DIAGNOS”, the “Corporation” or the “Issuer”) (TSX Venture: ADK) (OTCQB: DGNOF), a leader in early detection of critical health issues through the use of Artificial Intelligence, announces the final closing of a private placement (“Private Placement”) of 20,660,000 units (each a “Unit”) issued at $0.05 per Unit for gross proceeds of $1,033,000 following receipt of required regulatory approvals. The Private Placement was announced on November 6, 2018 and on November 9, 2018.
All monies quoted in this press release shall be stated and paid in lawful money of Canada.
About DIAGNOS
DIAGNOS is a publicly-traded Canadian corporation with a mission of early detection of critical health issues through the use of its Artificial Intelligence (“AI”) tool CARA (Computer Assisted Retina Analysis). CARA is a tele-ophthalmology platform that integrates with existing equipment (hardware and software) and processes at the point of care. CARA’s Artificial Intelligence 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 cleared for commercialization by several regulatory authorities such as Health Canada, the U.S. Food and Drug Administration and the European Union.
Additional information is available at www.diagnos.com and www.sedar.com.
For further information, please contact:
Mr. André Larente, President | Josh Falle | ||
DIAGNOS Inc. | Momentum PR | ||
Tel: 450-678-8882 ext. 224 | Tel: 514-416-4656 | ||
alarente@diagnos.ca | josh@momentumpr.com |
- Published in Diagnos, Life Sciences, News Home, Technology
DIAGNOS Enters into a Shares for Debt Transaction
Momentum Public Relations
Press Release: November 21, 2018
DIAGNOS Inc. (“DIAGNOS” or the “Corporation”) (TSX Venture: ADK) (OTCQB: DGNOF), a leader in early detection of critical health issues through the use of Artificial Intelligence, announces today it has entered into a shares for debt arrangement in which the Corporation is issuing 900,000 common shares (each a “Share”), at a deemed price of $0.05 per Share, in settlement for interests payable in the amount of $45,000 on outstanding unsecured convertible notes (each a “Note”) totaling $900,000.
Satisfying this outstanding indebtedness with shares was undertaken in order to preserve the Corporation’s cash for operational purposes.
Two Note holders eligible to receive common shares as part of the shares for debt transaction are considered “related parties” of the Corporation within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). One person related to one Note holder, as well as one other Note holder will each receive 200,000 common shares as part of the transaction. The transaction is exempt from the valuation requirement and the minority approval requirement prescribed in MI 61-101 based on the fact that the fair market value of the related parties’ participations in the shares for debt transaction does not exceed 25% of DIAGNOS’ market capitalization.
Shares issued as part of the shares for debt arrangement are subject to a statutory four-month hold period from the date of issuance ending March 21, 2019.
The issuance of shares is subject to receipt of all required approvals, including the approval of the TSX Venture Exchange, as well as the execution of formal documentation.
All monies quoted in this press release shall be stated and paid in lawful money of Canada.
About DIAGNOS
DIAGNOS is a publicly-traded Canadian corporation with a mission of early detection of critical health issues through the use of its Artificial Intelligence (“AI”) tool CARA (Computer Assisted Retina Analysis). CARA is a tele-ophthalmology platform that integrates with existing equipment (hardware and software) and processes at the point of care. CARA’s Artificial Intelligence 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 cleared for commercialization by several regulatory authorities such as Health Canada, the U.S. Food and Drug Administration and the European Union.
Additional information is available at www.diagnos.com and www.sedar.com.
For further information, please contact:
Mr. André Larente, President | Josh Falle |
DIAGNOS Inc. | Momentum PR |
Tel: 450-678-8882 ext. 224 | Tel: 514-416-4656 |
alarente@diagnos.ca | josh@momentumpr.com |
- Published in Diagnos, Life Sciences, News Home, Technology
DIAGNOS Announces Today the Addition of a Strategic Partner in the Country of Mexico
Momentum Public Relations
Press Release: November 13, 2018
DIAGNOS Inc. (“DIAGNOS” or “the Corporation”) (TSX Venture:ADK), (OTCQB: DGNOF), a leader in early detection of critical health issues through the use of Artificial Intelligence (AI), announces today the addition of a strategic partner in the country of Mexico. This agreement will enlarge the footprint coverage of DIAGNOS’ offering for monitoring diabetic patients through our first partner in that country.
“Today we all (my family and I), accepted unanimously to go with DIAGNOS in this adventure, we truly believe both of us will do great and together will achieve important objectives”, declares Quim. Sergio Galindo, founder and owner of Axmilab. “Mr. Andre Larente visited me in Monterrey city, my hometown at my brand new office, we clicked right away because we both are men of one vision: to provide the best diagnostic technology to prevent and leverage the health quality of people.” “I also met Mr. Georges Herbert Chairman of DIAGNOS Inc, during his visit to Mexico City. Very important reasons for me to partner with DIAGNOS, because I partner with true people”, finished Quim. Sergio Galindo.
“We express our gratitude and celebrate along with Axmilab family their decision to collaborate with us, the first step is to prepare ourselves for key projects in different states of Mexico”, mentions Mr. Guillermo Moreno, Vice President of DIAGNOS, Latin America.
About AXIMILAB
Axmilab is a Mexican company with more than 24 years of experience by manufacturing and distributing products in the health sector. His founder, Quim. Sergio Galindo, has successfully driven the business since its conception in 1994, now with the support of his family, is growing exponentially as an example, they’ve been a supplier for IMSS (by winning contracts in the last 13 consecutive years in the diabetes area). Its dominant territory is Northern Mexico, headquarters is in Monterrey, N.L., also covering Mexico City, Sonora, Queretaro, Chiapas, Chihuahua, Durango, Jalisco, Yucatan, San Luis Potosi States among others. Since 1998, Axmilab has been working at all levels of Government, also represents major brands such as Roche, J&J, Licon, PKL, Alifax.
About DIAGNOS
DIAGNOS is a publicly-traded Canadian corporation with a mission of early detection of critical health issues through the use of its Artificial Intelligence (“AI”) tool CARA (Computer Assisted Retina Analysis). CARA is a tele-ophthalmology platform that integrates with existing equipment (hardware and software) and processes at the point of care. CARA’s Artificial Intelligence 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 cleared for commercialization by several regulatory authorities such as Health Canada, the U.S. Food and Drug Administration and the European Union.
Additional information is available at www.diagnos.com and www.sedar.com
For further information, please contact:
Mr. André Larente, President | Josh Falle |
DIAGNOS Inc. | Momentum PR |
Tel: 450-678-8882 ext. 224 | Tel: 514-416-4656 |
alarente@diagnos.ca | josh@momentumpr.com |
- Published in Diagnos, Life Sciences, News Home, Technology
DIAGNOS Announces Private Placement of Common Stocks and Stock Warrants
Momentum Public Relations
Press Release: November 6, 2018
DIAGNOS Inc. (“DIAGNOS” or the “Corporation”) (TSX Venture: ADK) (OTCQB: DGNOF), a leader in early detection of critical health issues through the use of Artificial Intelligence, announces a private placement (“Private Placement”) of up to 16,160,000 units (each a “Unit”) issued at $0.05 per Unit for gross proceeds of up to $808,000. Each Unit consists of;
- one common share (“Share”), and
- one stock warrant (“Warrant”) entitling the holder to purchase one Share per Warrant at a price of $0.05 per Share, for a period of 24 months from the date of issuance of the Warrant.
The proceeds will be used mainly to fund sales and marketing as well as administrative expenses.
It is expected that one participant in the Private Placement will become a “related party” of DIAGNOS within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). It is expected that 15,000,000 Units will be subscribed by the participant. The participant will exercise, as a result of the Private Placement, control up to 19.10% of the common shares of DIAGNOS. The transaction is exempt from the valuation requirement and the minority approval requirement prescribed in MI 61-101 based on the fact that the fair market value of the related party’s participation in the Private Placement does not exceed 25% of DIAGNOS’ market capitalization prior to the closing of the Private Placement.
Shares issued as part of the Private Placement as well as the underlying Shares to be issued upon exercise of the Warrants are subject to a statutory four-month hold period from the date of issuance.
Closing of the Private Placement is scheduled for November 9, 2018. The Private Placement is subject to receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange, as well as the execution of formal documentation.
All monies quoted in this press release shall be stated and paid in lawful money of Canada.
About DIAGNOS
DIAGNOS is a publicly-traded Canadian corporation with a mission of early detection of critical health issues through the use of its Artificial Intelligence (“AI”) tool CARA (Computer Assisted Retina Analysis). CARA is a tele-ophthalmology platform that integrates with existing equipment (hardware and software) and processes at the point of care. CARA’s Artificial Intelligence 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 cleared for commercialization by several regulatory authorities such as Health Canada, the U.S. Food and Drug Administration and the European Union.
Additional information is available at www.diagnos.com and www.sedar.com.
For further information, please contact:
Mr. André Larente, President | Josh Falle | ||
DIAGNOS Inc. | Momentum PR | ||
Tel: 450-678-8882 ext. 224 | Tel: 514-416-4656 | ||
alarente@diagnos.ca | josh@momentumpr.com |
- Published in Business, Diagnos, Life Sciences, News Home, Technology
DIAGNOS Announces Private Placement of Common Stocks and Shares for Debt
Momentum Public Relations
Press Release: October 24, 2018
DIAGNOS Inc. (“DIAGNOS” or the “Corporation”) (TSX Venture: ADK) (OTCQB: DGNOF), a leader in early detection of critical health issues through the use of Artificial Intelligence, announces a private placement (“Private Placement”) of up to 8,000,000 units (each a “Unit”) issued at $0.05 per Unit for gross proceeds of up to $400,000. The Corporation also announces its intention to issue 4,375,000 common shares in payment for a debt of $218,750 related to interests payable on outstanding convertible debentures and convertible notes.
Private Placement
Each Unit consists of;
(i) | one common share (“Share”), and |
(ii) | one stock warrant (“Warrant”) entitling the holder to purchase one Share per Warrant at a price of $0.07 per Share, for a period of 18 months from the date of issuance of the Warrant. |
The proceeds will be used mainly to fund sales and marketing as well as administrative expenses.
One participant in the Private Placement is a director of DIAGNOS and, therefore, considered a “related party” of the Corporation within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The director is expected to subscribe for up to 2,000,000 Units and, together with one related person, would exercise, as a result of the Private Placement, control over 5.15% of the common shares of DIAGNOS. The transaction is exempt from the valuation requirement and the minority approval requirement prescribed in MI 61-101 based on the fact that the fair market value of the related party’s participation in the Private Placement does not exceed 25% of DIAGNOS’ market capitalization prior to the closing of the Private Placement.
Shares issued as part of the Private Placement as well as the underlying Shares to be issued upon exercise of the Warrants are subject to a statutory four-month hold period from the date of issuance.
Closing of the Private Placement is scheduled for October 30, 2018. The Private Placement is subject to receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange, as well as the execution of formal documentation.
Shares for debt
The Corporation intends to issue 4,375,000 common shares at a deemed price of $0.05 in payment for a debt of $218,750 related to interests payable on outstanding convertible debentures and convertible notes.
Satisfying this outstanding indebtedness with shares was undertaken in order to preserve the Corporation’s cash for operational purposes.
One participant eligible to receive common shares as part of the shares for debt arrangement is a director of DIAGNOS and, therefore, considered a “related party” of the Corporation within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The director, together with one related person, is expected to receive 230,000 common shares. The transaction is exempt from the valuation requirement and the minority approval requirement prescribed in MI 61-101 based on the fact that the fair market value of the related party’s participation in the shares for debt arrangement does not exceed 25% of DIAGNOS’ market capitalization. Shares issued to the director and one certain related person, as part of the shares for debt arrangement, are subject to a statutory four-month hold period from the date of issuance.
The issuance of shares as part of the shares for debt transaction is subject to receipt of approvals from all of the parties, as well as from the applicable regulatory authorities, including the approval of the TSX Venture Exchange, and the execution of formal documentation.
All monies quoted in this press release shall be stated and paid in lawful money of Canada.
About DIAGNOS
DIAGNOS is a publicly-traded Canadian corporation with a mission of early detection of critical health issues through the use of its Artificial Intelligence (“AI”) tool CARA (Computer Assisted Retina Analysis). CARA is a tele-ophthalmology platform that integrates with existing equipment (hardware and software) and processes at the point of care. CARA’s Artificial Intelligence 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 cleared for commercialization by several regulatory authorities such as Health Canada, the U.S. Food and Drug Administration and the European Union.
Additional information is available at www.diagnos.com and www.sedar.com.
- Published in Business, Diagnos, Life Sciences, News Home, Technology