Telo Genomics Announces Private Placement for up to $2 Million

Rhea-AI Summary

Telo Genomics Corp. (TSXV: TELO, OTCQB: TDSGF, FSE: 3DOA) has announced a non-brokered private placement of units priced at $0.10 each, aiming to raise up to $2,000,000 in gross proceeds. Each unit includes one common share and one non-transferable common share purchase warrant. The warrant allows the holder to purchase an additional common share at $0.15 per share for up to 36 months, with an acceleration clause if the share price reaches $0.40 for ten consecutive trading days. The company may pay finder's fees up to 7% of the gross proceeds and issue finder's warrants equal to 7% of the units sold. The proceeds will be used for general working capital. The securities will be subject to a four-month hold period and are not registered under the United States Securities Act of 1933.

Positive

• Potential to raise up to $2,000,000 in gross proceeds.
• Warrants provide an opportunity for additional capital if exercised.
• Finder's fees and warrants could incentivize more investment.

Negative

• Dilution of existing shareholder value due to new share issuance.
• Potential expiration of warrants if not exercised within the specified period.

Toronto, Ontario--(Newsfile Corp. - December 12, 2024) - Telo Genomics Corp. (TSXV: TELO) (OTCQB: TDSGF) (FSE: 3DOA) (the "Company" or "Telo") is pleased to announce a non-brokered private placement of units ("Units") at a price of $0.10 per Unit for gross proceeds of up to $2,000,000 (the "Offering").

Each Unit will consist of one common share of the Company (a "Common Share") and one non-transferable common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to acquire one additional Common Share at a price of $0.15 per Common Share for a period of 36 months from the closing date of the Offering, subject to acceleration.

The Warrants are subject to an acceleration right held by the Company, such that if, at any time after one year after the date of issuance of the Warrants, the share price closes at $0.40 or above for a period of ten consecutive trading days, the Company may, at any time after such an occurrence, give written notice (via news release) to the holders of the Warrants that the Warrants will expire at 5:00 p.m. (Vancouver time) on the 30th day following the giving of notice unless exercised by the holders prior to such date. Upon receipt of such notice, the holders of the Warrants will have 30 days to exercise their Warrants and any Warrants that remain unexercised will expire.

In connection with the Offering, the Company may pay finder's fees to eligible arm's length parties. The finder's fees may consist of a cash fee equal to 7% of the gross proceeds raised under the Offering and finder's warrants equal in number to 7% of the Units sold under the Offering. Each finder's warrant will entitle the holder to acquire one Common Share of the Company at a price of $0.10 per Common Share for a period of 12 months from the closing date of the Offering.

The Company intends to use the net proceeds of the Offering for general working capital purposes.

All securities to be issued pursuant to the Offering will be subject to a four-month hold period from the date of issuance, in accordance with applicable securities laws. The Offering is subject to TSX Venture Exchange acceptance.

The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of any offer to buy nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.

About TELO

Telo Genomics Corp. is a biotech company pioneering the most comprehensive telomere platform in the industry with powerful applications and prognostic solutions. These include liquid biopsies and related technologies in oncology and neurological diseases. Liquid biopsy is a rapidly growing field of significant interest to the medical community for being less invasive and more easily replicated than traditional diagnostic approaches. By combining our team's considerable expertise in quantitative analysis of 3D telomeres with molecular biology and artificial intelligence to recognize disease associated genetic instability, Telo is developing simple and accurate products that improve day-to-day care for patients by serving the needs of pathologists, clinicians, academic researchers and drug developers. The benefits of our proprietary technology have been substantiated in 160+ peer reviewed publications and in 30+ clinical studies involving more than 3,000 patients with multiple cancers and Alzheimer's disease. Our lead application, TELO-MM is being developed to provide important, actionable information to medical professionals in the treatment of multiple myeloma, a deadly form of blood cancer. For more information, please visit www.telodx.com.

For further information, please contact:

Sherif Louis
President & CTO
Telo Genomics
416-673-8487
www.telodx.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements

Certain information contained herein may constitute "forward-looking information" under Canadian securities legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "will", or variations of such words and phrases or statements that certain actions, events or results "will" occur. Forward-looking statements regarding the Offering, the use of proceeds, receipt of TSX-V acceptance, and the payment of finder's fees are based on the Company's estimates and are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information, including capital expenditures and other costs. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company will not update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/233447

FAQ

What is the TDSGF private placement offering?

Telo Genomics Corp. is offering units at $0.10 each to raise up to $2,000,000. Each unit includes one common share and one warrant to purchase an additional share at $0.15.

What is the duration for the TDSGF warrants?

The warrants can be exercised for 36 months from the closing date, with an acceleration clause if the share price reaches $0.40 for ten consecutive trading days.

What are the finder's fees in the TDSGF offering?

Finder's fees may include a cash fee equal to 7% of the gross proceeds and finder's warrants equal to 7% of the units sold.

How will Telo Genomics use the proceeds from the private placement?

The net proceeds from the offering will be used for general working capital purposes.

Are the TDSGF securities subject to any hold period?

Yes, all securities issued will be subject to a four-month hold period from the date of issuance.

Can TDSGF securities be sold in the United States?

No, the securities have not been registered under the United States Securities Act of 1933 and cannot be sold in the U.S. without registration or an applicable exemption.