IZOZF - Izotropic Corporation Announces Non-Brokered Private Placement
(TheNewswire)
VANCOUVER, BC - TheNewswire - October 20, 2020 - Izotropic Corporation("Izotropic" or the "Company") (CSE:IZO) (CNSX:IZO.CN) (OTC:IZOZF) (FSE:1R3) is pleased to announce a non-brokeredprivate placement financing (the " Offering ") of upto 6,000,000 units of the Company (each, a " Unit ") at aprice of $0.55 per Unit for gross proceeds of up to $3,300,000. Each Unit will consist of one common share andone transferable warrant (each, a " Warrant "), andeach Warrant will entitle the holder to purchase one additional shareat a price of $0.75 per share for a period of two years from closingof the Offering, subject to the AccelerationRight (as defined below) such that:
(i) at any time after the date that isfour months and one day after the issue date of the Warrants, if, forat least ten (10) consecutive trading days, the closing price at whichthe Shares trade on the Canadian Securities Exchange (the" Exchange ") each day exceeds $1.25 per Share, the Company mayissue a notice (the " Acceleration Notice ") to the holder(which Acceleration Notice will be given to the holder by the Companyby disseminating a press release) to accelerate the expiry date of theWarrants (the " FirstAcceleration Right ") ;
(ii) 50% of the then unexercised Warrants will terminate on thedate that is thirty (30) days from the date of the Acceleration Noticein the event that the holder has not exercised the Warrants inaccordance with the terms of the Acceleration Notice by suchdate;
(iii) at any time after the date that is four months and one dayafter the issue date, if, for at least ten (10) consecutive tradingdays, the closing price at which the Shares trade on the Exchange eachday exceeds $1.75 per Share, the Company may issue a notice (the" Second AccelerationNotice ") to the holder (which SecondAcceleration Notice will be given to the holder by the Company bydisseminating a press release) to accelerate the expiry date of theWarrants (the " SecondAcceleration Right " and together with theFirst Acceleration Right, the " Acceleration Right "), and
(iv) 50% of the then outstanding Warrants will terminate on thedate that is thirty (30) days from the date of the Second AccelerationNotice in the event that the holder has not exercised the Warrants inaccordance with the terms of the Second Acceleration Notice by suchdate.
Completion of the Offering is subject to a number ofconditions, including, without limitation, receipt of all necessaryregulatory approvals.
The Company announces that it has completed the firsttranche of the Offering and has issued 4,517,066 Units for grossproceeds of $2,484,386.30. The Company expects to close a secondtranche of the Offering in due course.
An insider of the Company acquired 50,000 Units in theOffering which constituted a related party transaction underMultilateral Instrument 61-101 - Protection of Minority SecurityHolders in Special Transactions (" MI 61-101 "). The issuance to the insider is exempt from the valuation requirementof MI 61-101 by the virtue of the exemption contained in section5.5(b) as the Company's shares are not listed on a specified marketand from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section5.7(1)(a) as the value of the Units did not exceed 25% of theCompany's market capitalization.
The use of proceeds from the Offering will be used forfinal engineering and product development of the Company's firstcommercial breast CT unit; production of commercial units; the initial FDA study; andgeneral working capital.
All securities issued in connection with the Offeringwill be subject to a statutory hold period of four months and one dayfrom the date of issuance in accordance with applicable securitieslegislation.
None of the securities issued in the Offering will beregistered under the UnitedStates Securities Act of 1933 , as amended (the" 1933 Act "), and none of them may be offered or sold in theUnited States absent registration or an applicable exemption from theregistration requirements of the 1933 Act. This news release shall notconstitute an offer to sell or a solicitation of an offer to buy norshall there be any sale of the securities in any state where suchoffer, solicitation, or sale would be unlawful.
ON BEHALF OF THE BOARD
Robert Thast
Chief Executive Officer
Phone: 1-833-IZOCORP
Email: info@izocorp.com
Website: izocorp.com
About Izotropic Corp.
Izotropic Corporation and its wholly owned U.S.operating subsidiary, Izotropic Imaging Corp. have been established tocommercialize the next generation of breast imaging technology forearly diagnosis of breast cancer. The Izotropic Breast CT ImagingSystem produces high resolution breast images in 3D. A single 10second breast CT scan acquires approximately 500 images, withoutpainful breast compression, providing radiologists with fully 3Dviewing of the scanned breast. Mammography scanning requirescompression of the breast between 2 imaging plates, resulting in 2Dimages.
The Company has the exclusive worldwide license fromthe University of California, Davis to commercialize the technologydeveloped by principal founder and Company director Dr. John M. Booneand researchers at UC Davis. The license includes all intellectualproperty, trade secrets, patents and patent-pending applications thatare the foundation of the Company's breast CT imaging platform.
Approximately $20 million in research funding and over15 years of research and development have been invested in developingthis groundbreaking breast CT imaging technology. Research includes acurrent, ongoing $2.9M U.S. clinical trial at UC Davis Medical Center.
The Company founders believe that this technology willbe a disruptive entry to the market, overcoming many of the challengesfaced by existing breast imaging modalities.
FORWARD-LOOKING STATEMENTS
This news release containsforward-looking statements. All statements, other than statements ofhistorical fact that address activities, events or developments thatthe Company believes, expects or anticipates will or may occur in thefuture are forward-looking statements. Forward-looking statements inthis news release include statements regarding the proceeds to beraised pursuant to the Offering; the intended use of the proceeds andresale restrictions relating to the securities to be issued. Theforward-looking statements reflect management's current expectationsbased on information currently available and are subject to a numberof risks and uncertainties that may cause outcomes to differmaterially from those discussed in the forward-lookingstatements including: (i)adverse market conditions; (ii) the inability of the Company tocomplete the Offering at all or on the terms announced; or (iii) theCompany not receiving all necessary regulatory approvals. Although the Company believes that theassumptions inherent in the forward-looking statements are reasonable,forward-looking statements are not guarantees of future performanceand, accordingly, undue reliance should not be put on such statementsdue to their inherent uncertainty. Factors that could cause actualresults or events to differ materially from current expectationsinclude general market conditions and other factors beyond the controlof the Company. The Company expressly disclaims any intention orobligation to update or revise any forward-looking statements whetheras a result of new information, future events or otherwise, except asrequired by applicable law.
THIS NEWS RELEASEIS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES FOR DISSEMINATION INTHE UNITED STATES
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