DiagnaMed announces LIFE offer of up to $650,000

TORONTO, May 15, 2024 (GLOBE NEWSWIRE) — DiagnaMed Holdings Corp. (“DiagnaMed” or the “Company”) (CSE: DMED) (OTCQB: DGNMF), a healthcare technology company focused on brain health using AI, is pleased to announce that it organizes a private placement of a minimum of $400,000 and a maximum of $650,000 of units (each, a “Unit”), at a price of $0.04 per Unit; (the “Offer”). The offering is being led by EMD Financial Inc.

Each Unit will consist of one common share (“Common Share”) in the capital of the Company and one (1) common share purchase warrant (“Warrant”) of the Company. Each warrant will entitle its holder to acquire one additional common share at a price of $0.05 for a period of thirty-six (36) months from the closing date (the “Closing Date”) of the offering .

There is an offering document (the “Offering Document”) related to the Offer which can be viewed under the Company’s profile at www.sedarplus.ca and on the Company’s website at www.sedarplus.ca. address https://www.diagnamed.com. Potential investors should read the offering document before making an investment decision.

As indicated in the offering document, the Company intends to use the net proceeds from the offering for the research, development and commercialization of its BRAIN AGE® Brain Health AI platform, as well as to general corporate and working capital purposes.

In connection with the Offering, the Company will pay finder’s fees and issue finder’s warrants to EMD Financial Inc., as well as any other registrants participating in the Offering, including: (i) cash intermediary fees of up to 8% of the gross amount of the proceeds of the Offer; and (ii) finder’s warrants in an amount up to 8% of the number of units issued under the offering. Each finder’s warrant is exercisable for one common share at a price of $0.05 for a period of thirty-six (36) months following the closing date.

The Units offered in the Offering will be offered to subscribers residing in all provinces of Canada, except Quebec, pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 ( the “exemption from financing of a listed issuer”). The Company may issue up to a total of 16,250,000 units for maximum aggregate gross proceeds of $650,000 under the registered issuer financing exemption. Units offered pursuant to the financing exemption by a listed issuer will not be subject to resale restrictions under applicable Canadian securities laws.

The offering is expected to close on or about June 10, 2024, or such later date as the Company may determine. The closing is subject to certain conditions, including, but not limited to, obtaining all necessary regulatory and other approvals, including the approval of the Canadian Securities Exchange (CSE).

About BRAIN AGE®

BRAIN AGE® Brain Health AI Platform is a consumer-first brain health and wellness AI solution that estimates brain age and provides a brain health score. Based on research and development at Drexel University and the University of Miami, BRAIN AGE® Brain Health AI combines a brain age estimation and brain health assessment tool with the goal of “sound a wake-up call” for potential brain health problems. BRAIN AGE® Brain Health AI can assess whether a brain is aging faster or slower than is typical for healthy individuals. Brain age is estimated by collecting data on the brain’s neuronal activity with an inexpensive, easy-to-use electroencephalogram headset and calculating the data with a proprietary machine learning model. Additionally, BRAIN AGE® Brain Health AI can assess whether a person has a healthy brain or is in an early stage of cognitive decline. Brain health is assessed by performing a clinically validated assessment of the brain’s resilience, vulnerability and performance functions. Individuals may seek personalized diagnostics and interventions, such as medications or lifestyle changes, that may help slow the development or progression of cognitive decline.

About DiagnaMed

DiagnaMed Holdings Corp. (CSE:DMED) (OTCQB:DGNMF) is a health technology company focused on brain health using AI. DiagnaMed markets BRAIN AGE® Brain Health AI Platform, a first consumer AI solution for brain health and wellness that estimates brain age and provides a brain health score. Visit DiagnaMed.com.

For more information please contact:

Fabio Chianelli
President and CEO
DiagnaMed Holdings Corp.
Tel: 416-800-2684
Email: [email protected]
Website: www.diagnamed.com

Neither the Canadian Securities Exchange nor its regulation services provider has reviewed or accepts responsibility for the adequacy or accuracy of this release.

Caution

Certain statements contained in this press release are forward-looking statements, including with respect to future plans 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. This information generally can be identified by the use of forward-looking terminology such as “will”, “may”, “expect”, “could”, “can”, “estimate”, “anticipate”, “have the intention to”, “believe”. ”, “goals” and “continue” or their negative form or similar variations. The reader is cautioned that assumptions used in preparing any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those anticipated, due to numerous known and unknown risks, uncertainties and other factors, many of which are beyond the Company’s control, including but not limited to limit the commercial and economic aspects. and capital market conditions, the ability to manage operating expenses and dependence on key personnel. These statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, anticipated costs and the ability to achieve its objectives. Factors that could cause actual results to differ materially from those in forward-looking statements include continued availability of capital and financing, litigation, inability of counterparties to fulfill their contractual obligations, loss of employees and consultants key factors, as well as economic and market factors in general. or commercial conditions. Factors that could cause actual results to differ materially from those anticipated in these forward-looking statements are described under the heading “Risk Factors” in the Company’s MD&A for the quarter ended December 31, 2023 (“MD&A”). management”), dated February. 29, 2024, which is available on the Company’s profile at www.sedarplus.ca. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on forward-looking information. The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including the one of the titles of The United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state securities laws and may not be offered or sold in or on behalf of the United States. or for the benefit of U.S. Persons (as defined in Regulation S under the 1933 Act), unless registered under the 1933 Act and applicable state securities laws, or an exemption from these registration requirements is available.