Tailwinds’ Take: Once funded, expect the good news to roll for 3DS. This company has a unique technology with many opportunities to partner on developing products. We recently doubled our weighting at this deal price and think the placement is going to be well received by investors.
3D Signatures Inc. (TSX VENTURE: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.