Vancouver, British Columbia – TheNewswire – (November 21, 2024) – DiagnosTear Technologies Inc. (formerly Oceanview Technologies Inc.) (“DiagnosTear” or the “Company”) is pleased to announce that it has obtained final receipt for its non-offering prospectus dated November 14, 2024 (the “Final Prospectus“) from the British Columbia and Ontario Securities Commissions. No securities are being offered pursuant to the Final Prospectus, which was filed for the purposes of allowing DiagnosTear to become a reporting issuer in the provinces of British Columbia and Ontario, allowing DiagnosTear to satisfy the listing requirements of the Canadian Securities Exchange (the “CSE“) and to satisfy a closing condition of the reverse takeover of the Company by DiagnosTear Ltd. (“DiagnosTear Israel”), a leading ophthalmic company based in Israel focused on the development and commercialization of disruptive diagnostic solutions for better management of eye diseases (the “RTO Transaction”). The RTO Transaction closed on November 20, 2024 and the Company issued 35,193,001 DiagnosTear Shares (as defined below) and 3,440,331 DiagnosTear Warrants (as defined below) to the shareholders of DiagnosTear Israel in consideration for the acquisition of all issued and outstanding ordinary shares of DiagnosTear Israel. The Company also issued 1,938,452 incentive stock options to holders of options issued by DiagnosTear Israel, which were cancelled in connection with the RTO Transaction.
DiagnosTear has also received conditional listing approval of the CSE for listing of the common shares in the capital of the Company (the “DiagnosTear Shares”). Listing remains subject to DiagnosTear fulfilling certain customary CSE requirements. The DiagnosTear Shares are expected to commence trading on the CSE under the symbol “DGTR” on or about November 28, 2024.
A copy of the Final Prospectus is available on the Company’s profile at SEDAR+, found at www.sedarplus.ca, and access to the Final Prospectus is provided in accordance with securities legislation relating to procedures for providing access to a prospectus.
Further, DiagnosTear is also pleased to announce that the Escrow Release Conditions (as defined below) private placement offerings of 5,907,454 subscription receipts (the “Subscription Receipts“) for total gross proceeds of CAD$3,527,115.50 (the “Subscription Receipt Financing“) have been satisfied.
The Subscription Receipts were issued pursuant to subscription receipt agreements (the “Subscription Receipt Agreements“) between the Company and Endeavor Trust Corporation as subscription receipt agent (“Endeavor“). Pursuant to the Subscription Receipt Agreements, the proceeds from the Subscription Receipt Financings (the “Escrowed Funds“) were deposited in escrow with Endeavor pending satisfaction or waiver of the following conditions: (i) satisfaction of all conditions precedent to the RTO Transaction; and (ii) DiagnosTear having delivered an irrevocable direction to Endeavor confirming that item (i) has been satisfied (the “Escrow Release Conditions“).
DiagnosTear has delivered an irrevocable direction to Endeavor confirming that it has obtained a receipt for its Final Prospectus. The Escrow Release Conditions having been satisfied, the Escrowed Funds will be released to DiagnosTear and the Subscription Receipts will automatically convert, for no additional consideration and with no further action by the holders thereof, into 5,907,454 DiagnosTear Shares and 2,293,554 DiagnosTear Share purchase warrants (“DiagnosTear Warrants”), which entitle the holder thereof to acquire a DiagnosTear Share at any time until May 20, 2026 for a price of $1.00 per DiagnosTear Share.
An electronic or paper copy of the final prospectus and any amendment may be obtained, without charge, from Shimon Gross ([email protected]), CEO of DiagnosTear, by providing the contact with an email address or address, as applicable.
About DiagnosTear
DiagnosTear is a leading ophthalmic company developing and commercializing disruptive diagnostic solutions for better management of eye diseases. DiagnosTear’s TeaRx™ technology is a diagnostic platform intended for rapid, Point-of-Care Testing (POCT) of ophthalmic pathologies through multi-parameter analysis of non-invasively collected tear fluid. The first CE-IVD, and Israeli MoH-approved test based on the TeaRx™ platform is intended for diagnosis of Dry Eye Syndrome (DES TeaRxTM Dry Eye). This product is not FDA-cleared yet. Beyond DES, DiagnosTear is developing innovative tests based on the TeaRx™ platform for additional ophthalmic indications. Among others, DiagnosTear’s pipeline includes TeaRx™ Red Eye; The first test of its kind for differential assessment of adenoviral conjunctivitis, Herpetic Keratitis and Allergic conjunctivitis. For additional information about DiagnosTear, please visit https://bio-light.co.il/diagnos-tear/
Dr. Shimon Gross
Chief Executive Officer
DiagnosTear Technologies Inc.
Email: [email protected]
Tel: +972-523408550
Forward‐Looking Statements
Certain statements and information herein, including all statements that are not historical facts, contain forward-looking statements and forward-looking information within the meaning of applicable securities laws. Such forward-looking statements or information include but are not limited to statements or information with respect to: the listing of the DiagnosTear Shares on the CSE. Often, but not always, forward-looking statements or information can be identified by the use of words such as “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. With respect to forward-looking statements and information contained herein, Alpha has made numerous assumptions including among other things, assumptions about general business and economic conditions and the price of gold and other minerals. The foregoing list of assumptions is not exhaustive.
Although management of DiagnosTear believes that the assumptions made and the expectations represented by such statements or information are reasonable, there can be no assurance that forward-looking statements or information herein will prove to be accurate. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. These factors include, but are not limited to, those factors discussed under the heading “Risk Factors” in the Final Prospectus; and other risk factors as detailed from time to time. DiagnosTear does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
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