SQI DIAGNOSTICS ANNOUNCES PROPOSED INSIDER SALES AND WARRANT EXERCISES TO FUND COMPANY
TORONTO, March 24, 2023 /CNW/ - SQI Diagnostics Inc. (the "Company" or "SQI") (TSXV: SQD) (OTCQB: SQIDF), a leader in the science of lung health that develops and manufactures respiratory health and precision medicine tests, announces that certain insiders of the Company, who are also control persons of the Company and collectively own, or exercise control or direction over, an aggregate of 75% of the issued and outstanding common shares ("Shares") in the capital of the Company (the "Majority Shareholders"), have informed the Company of their intention to sell, from time to time, up to an aggregate of 45 million Shares, or 15 million Shares per Majority Shareholder, subject to market conditions, at or around the prevailing market price of the Shares at the time of such sales, and to use the proceeds of such sales (net of commissions, taxes and other selling costs) to finance the exercise of common share purchase warrants ("Warrants") held by such Majority Shareholders at exercise prices ranging from $0.12 to $0.21 (the "Warrant Exercise") in order to fund the Company.
Each of the Majority Shareholders has filed a Form 45-102F1 – Notice of Intention to Distribute Securities under Section 2.8 of NI 45-102 Resale of Securities ( the "Sale Notices") in connection with the contemplated sales of Shares to fund the Warrant Exercise. The Company has also been informed by each of the Majority Shareholders that such shareholders intend to execute the sales of Shares through a combination of private and over the market trades during the duration of the sales period contemplated in the Sale Notices and expected to file subsequent Sale Notices from time to time. The Majority Shareholders have informed the Company that they intend to continue to fund the Company through the exercise of Warrants from time to time with proceeds raised from the sale of Shares pursuant to future Sale Notices. There are no assurances as to the timing of the transactions contemplated in the Sale Notices nor whether any such transactions will occur.
The Company intends to use the net proceeds from the exercise of Warrants by the Majority Shareholders to fund working capital and for general corporate purposes.
Liquidity and Going Concern Risk
As noted in the news release of the Company dated March 1, 2023, the Company's ability to continue as a going concern is dependent upon the Company's ability to raise additional capital through equity and/or debt financings and achieve profitable operations. While the Company continues to pursue commercial sales, strategic partnering activities and funding opportunities, there are no assurances that it will be successful in generating revenues or raising additional investment capital to generate sufficient cash flows to continue as a going concern and there is significant doubt about the Company's ability to continue as a going concern without achieving such revenue or financing in the near term. Should the Company be unable to continue as a going concern, it may be unable to realize the carrying value of its assets and to meet its liabilities as they become due.
As of the date hereof, the Company has not received any viable new term sheets from potential sources of financing and notwithstanding the advance of an additional $500,000 by Pivot Financial (“Pivot”) to the Company pursuant to the amending agreement dated March 9, 2023 to the credit facility entered into between the Company and Pivot dated February 11, 2022, as amended, management does not currently believe that the Company will have sufficient cash to continue operations as currently conducted beyond April 30th, 2023 without successfully raising additional equity and/or debt capital. The Company will announce additional details relating to any new financing or financings, if any, in due course in the event that it is successful in negotiating and entering into definitive documentation relating to same. Please see the Company's Condensed Interim Consolidated Financial Statements for the three months ended December 31, 2022 and December 31, 2021 and related Management Discussion & Analysis filed on SEDAR on March 1, 2023 for additional details regarding the Company's current cash position and risks relating thereto.
SQI Diagnostics are leaders in the science of lung health. We develop and manufacture respiratory health and precision medicine tests that run on SQI's fully automated systems. Our tests simplify and improve COVID-19 mobile PCR, Point of Care antigen testing and antibody monitoring, Rapid Acute Lung Injury testing, donor organ transplant informatics, and immunological protein and antibody testing. We're driven to create and market life-saving testing technologies that help more people in more places live longer, healthier lives. For more information, please visit www.sqidiagnostics.com.
Contact:
Chief Financial Officer
Morlan Reddock
437-235-6563
[email protected]
This press release contains certain words and statements, which may constitute "forward-looking statements" within the meaning of applicable securities laws. Such forward-looking statements may be identified by words such as "anticipates", "plans", "proposes", "estimates", "intends", "expects", "believes", "may" and "will". The forward-looking statements reflect the current views of the Company with respect to future events and are subject to certain risks and uncertainties detailed in the Company's ongoing filings with the securities regulatory authorities, available to the public at www.sedar.com. Such statements are subject to numerous important factors, risks and uncertainties, many of which are beyond the company's control, that may cause actual events or results to differ materially from the company's current expectations. Management's expectations and therefore any forward-looking statements in this press release could be affected by risks and uncertainties relating to a number of factors, including, but not limited to, the following: the timing and completion of the Majority Shareholders' Share sales and Warrant Exercises, the Company's ability its outstanding debt obligations, the effects of recent and ongoing macroeconomic risks and uncertainties and potential related economic disruption, and the factors detailed in the Company's ongoing filings with the securities regulatory authorities, available at www.sedar.com. 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 either as a result of new information, future events or otherwise, except as required by applicable securities laws
Neither 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.
SOURCE SQI Diagnostics Inc.
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