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TORONTO, June 17, 2022 /CNW/ – SQI Diagnostics Inc. (“SQI” or the “Company”) (TSXV: SQD) (OTCQB: SQIDF), a life sciences and diagnostics company that develops and commercializes proprietary technologies and products for advanced microarray diagnostics, today announces that it has completed a private placement without a broker (the “Offer“) of secured debentures at the price of $1,000 per debenture for aggregate gross proceeds of $4.05 million (collectively, the “Debentures“).
The debentures will bear interest at the rate of 8% per annum and will mature two years from the date of issue (the “Due date“). As part of the Offer, the Company amended its existing guarantee agreement (the “Security Agreement“) date January 30, 2015as supplemented and amended from time to time, entered into between the Company and certain holders of the existing 10% Secured Debentures (the “Existing Debentures“) of the Company to secure the obligations of the Company under the Debentures on the same priority as the existing Debentures. At any time prior to the first anniversary of the offering, the Company may redeem the Debentures, in whole or in part , at a price equal to 105% of the aggregate amount of indebtedness under the Debentures which the Company elects to redeem and at any time after the first anniversary of the offering, the Company may redeem the Debentures, in whole or in part, at a price equal to 110% of the aggregate amount of indebtedness under the Debentures that the Company elects to redeem.
SQI intends to use the net proceeds of the offering to fund the commercialization and manufacturing programs of the Company’s products, sales and marketing and for general working capital purposes.
The Debentures were purchased by three insiders of the Company who are Controlling Persons of the Company. The issuances of Debentures to insiders in connection with the Offering are considered related party transactions within the meaning of TSXV Policy 5.9 and Multilateral Instrument 61-101. Protection of holders of minority securities in special transactions (“MI 61-101SQI relied on the exemptions from the formal valuation and minority approval requirements set forth in sections 5.5(b) and 5.7(f) of NI 61-101 with respect to this insider participation Further details will be provided in the Company’s material change report to be filed on SEDAR. The Offering is subject to all necessary regulatory approvals, including final approval by the TSX Venture Exchange. The Debentures will be subject to to a holding period expiring four months and one day from the date of issue in accordance with the Canadian Securities Acts.
The securities described herein have not been and will not be registered under the United States Securities Act of 1933as amended (the “U.S. Securities Law“) or any state securities law and, therefore, may not be offered or sold in United States or “US persons”, as that term is defined in Regulation S promulgated under the US Securities Act (“American people“), except in compliance with the registration requirements of United States securities law and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute a offer to sell or a solicitation of an offer to buy securities of the Company to , or on behalf of persons in United States or American people.
About SQI Diagnostics
SQI Diagnostics is a leader in lung health science. We develop and manufacture respiratory health and precision medicine tests that run on SQI’s fully automated systems. Our tests simplify and improve mobile COVID-19 PCR, point-of-care antigen testing and antibody monitoring, rapid acute lung injury testing, donor organ transplant informatics, and immunological testing of proteins and antibodies. We are committed to creating and bringing to market life-saving testing technologies that help more people in more places live longer, healthier lives. For more information, please visit www.sqidiagnostics.com.
This press release contains certain forward-looking statements, including, without limitation, statements containing the words “will”, “may”, “expect”, “intend”, “anticipate” and other similar expressions that constitute “forward-looking information”. within the meaning of applicable securities laws. Forward-looking statements reflect the Company’s current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. Forward-looking statements in this press release include, but are not limited to, statements regarding the Offering and the use of proceeds from the Offering. These forward-looking statements involve risks and uncertainties, including, but not limited to, risks relating to the inability to obtain the necessary regulatory and stock market approvals for the Offering, general economic and market factors, competition, the effect of the global pandemic and resulting economic disruptions, as well as factors detailed in the Company’s current filings with securities regulatory authorities, available at the address www.sedar.com. Although the forward-looking statements contained herein are based on what management believes to be reasonable assumptions based on currently available information, there can be no assurance that actual events, performance or results will be consistent with these forward-looking statements, and our assumptions may turn out to be incorrect. 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 as a result of new information, future events or otherwise, except as required by applicable law.
This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities of United States. The securities have not been and will not be registered under United States securities law or any state securities law and may not be offered or sold in United States or to US persons, unless they are registered under the US Securities Act and applicable state securities laws or an exemption from such registration is available.
Neither the 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.
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SOURCE SQI Diagnostics Inc.
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