3D Signatures inc.
3D Signatures Inc. and Plicit Capital Corp. Increase Minimum Financing and Receive Lead Order From and Enter Into Advisory Agreement With Knight Therapeutics Inc.
WINNIPEG, MB--(Marketwired - May 26, 2016) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
3D Signatures Inc. ("3D Signatures ") and Plicit Capital Corp. ("Plicit ") (TSX VENTURE: PLP) are pleased to announce that they have increased their minimum financing from $3,000,000 to $5,000,000 (the "Financing ") and entered into an advisory services agreement (the "Agreement ") with Knight Therapeutics Inc. ("Knight ") (TSX: GUD). Knight has committed to the Financing with an equity investment of not less than $1,000,000. The Agreement is subject to closing the proposed business combination and public listing transaction between 3D Signatures and Plicit (the "Transaction "), first announced by Plicit on December 9, 2015.
The Transaction will constitute an arm's length CPC Qualifying Transaction for Plicit as defined in the rules and policies of the TSX Venture Exchange (the "Exchange "). The Financing is a concurrent brokered private placement of common shares at a price of $0.35 per share. The Financing will be sold through Haywood Securities Inc. ("Haywood ") as the lead selling agent and sponsor of the Transaction in accordance with the rules and policies of the Exchange.
Knight Agreement and Investment
Pursuant to the Agreement, 3D Signatures has retained Knight to provide business advisory services for a period of three years which includes a three-year business advisory board commitment by Knight's CEO and President, Mr. Jonathan Ross Goodman. Remuneration for Knight's advisory services is $250,000 per year paid annually at the end of each 12-month period.
In addition, pursuant to the Agreement, Knight may acquire the right to act as the exclusive licensee of 3D Signatures' prognostic tests in certain secondary global markets, including Israel, Russia (and CIS), Romania, Sub-Saharan Africa, and the Caribbean. Knight has an existing distribution and marketing network within these non-core but complementary jurisdictions. Knight may also acquire the right to act as the exclusive licensee for prognostic products in Canada once certain commercialization milestones are met. Product related fees of $125,000 shall be paid annually to Knight at the end of each 12-month period for three years. A definitive licensing and distribution agreement will be executed prior to closing the Transaction.
Knight has committed to a direct equity investment of not less than $1,000,000. Knight's investment is subject to a three-year escrow period as follows: 20% of the common shares will be released upon closing the Transaction (the "Closing "), subject to any applicable statutory hold period; 25% of the common shares will be released upon the first anniversary date of the Closing; 25% of the common shares will be released on the second anniversary date of the Closing; and 30% of the common shares will be released on the third anniversary date of the Closing.
Comments from 3D Signatures
"The Agreement with Knight is a tremendous opportunity for 3D Signatures to access strategic funding and elevate its profile in the medical industry and capital markets. 3D will have access to industry leading expertise, complementary global distribution, and financial capital at a crucial time in its business development," says Ferenc Somogyvari, CEO, 3D Signatures. "Ultimately, the Agreement will accelerate commercialization and patient access to 3D Signatures' prognostic products."
About Knight Therapeutics Inc.
Knight Therapeutics Inc., headquartered in Montreal, Canada, is a specialty pharmaceutical company focused on acquiring or in-licensing innovative pharmaceutical products for the Canadian and select international markets. Knight Therapeutics Inc.'s shares trade on TSX under the symbol GUD. For more information about Knight Therapeutics Inc., please visit the company's web site at www.gud-knight.com orÂ www.sedar.com .
About 3D Signatures Inc.
3D Signatures Inc. is a personalized medicine company with a proprietary software platform based on the three dimensional analysis of telomere organization. The technology is well developed and supported by 16 clinical studies on over 1500 patients on 13 different cancers and Alzheimer's disease. Depending on the application, the technology can measure the stage of disease, rate of progression of disease, drug efficacy, and drug toxicity. The technology is designed to predict the course of disease and to personalize treatment for the individual patient. For more information, visit: www.3dsignatures.com .
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in the United States. The securities described herein have not been registered under the Â United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities law and may not be offered or sold in the "United States", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration requirements is available.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the Transaction or Term Sheet will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
All information in this press release concerning 3D has been provided for inclusion herein by 3D. Although Plicit has no knowledge that would indicate that any information contained herein concerning 3D is untrue or incomplete, Plicit assumes no responsibility for the accuracy or completeness of any such information.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
Certain statements in this release are forward-looking statements, which include completion of the proposed Transaction and related financing, the sponsorship, deadlines, regulatory approvals and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, estimates, forecasts, projections and other forward looking statements will not occur. These assumptions, risks and uncertainties include, among other things, the state of the economy in general and capital markets in particular, and other factors, many of which are beyond the control of Plicit. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, Plicit disclaims any intention and assumes no obligation to update or Â revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Plicit undertakes no obligation to comment on the expectations of, or statements made by, third parties in respect of the matters discussed above.
Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information regarding this news release please contact:
Vice President Corporate Finance
3D Signatures Inc.
Phone: 1 (604) 250-6162
President, Chief Executive Officer and Director
Plicit Capital Corp.
Phone: 1 (403) 208-1188
3D Signatures Inc.
211 - 175 Hargrave Street
Winnipeg, MB, Canada R3C 3R8
Telephone: (204) 582-0922
Facsimile: (204) 666-4098
Plicit Capital Corp.
395 Arbour Lake Way NW
Calgary, AB, Canada T3G 4A2
Telephone: (403) 208-1188
Facsimile: (403) 208-2726
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