Avant Diagnostics Announces Restructuring and Private Placement
Download as PDF May 25, 2018
Washington, DC – May 25, 2018 - Avant Diagnostics, Inc. (“Avant”) (OTC Pink: AVDX), an oncology-focused healthcare biotechnology company commercializing the proprietary Theralink® phospho-protein biomarker platform across multiple cancers, today announced that it has entered into securities purchase agreements with accredited investors pursuant to which the Company sold 650,000 shares of the Company’s newly designated Series A Preferred Stock (the “Series A Preferred Stock”) for aggregate gross proceeds of $650,000. The Series APreferredStock will control a majority of the voting power of the Company. Upon consummation of a reverse stock split of the Company’s common stock, resulting in approximately 15,000,000 shares of the Company’s common stock outstanding, the investors shall subsequently take all necessary steps with the Company to convert all outstanding shares of the Series A Preferred Stock into shares of the Company’s common stock.
In connection with the closing, Jeffrey Busch was appointed as Chairman of the Board of Directors (the “Board”), John Brugmann was appointed as a Director on the Board, and Mick Ruxin, M.D., joined the Company as President & Chief Executive Officer, and a Board Member. Certain current investors and the new investors in the offering will collectively have the right to appoint 9 total directors to the Board.
Concurrently with the private placement, certain existing debtholders of the Company exchanged an aggregate of $1,824,856 currently due and payable under existing indebtedness for (i) an aggregate of 516,155 shares of Series A Preferred Stock (ii) approximately 26,000,000 shares of series B preferred stock (the “Series B Preferred Stock”) and (iii) new notes for an aggregate principal amount of $265,091. In addition, certain existing debtholders of the Company who participated in private placements or exchanges during the year ended December 31, 2017 waived all of the future rights under their financing documents as well as their security interests in the Company’s assets. Upon filing an amendment to the Company’s articles of incorporation to increase the number of shares of authorized common stock (the “Amendment”) so that there is an adequate amount of shares of authorized common stock for issuance upon conversion of the Series B Preferred Stock, each share of Series B Preferred Stock will be automatically converted into ten (10) shares of common stock of the Company, subject to adjustment.
The following summary of the terms of the transactions described above does not purport to be complete and is qualified in its entirety by the transaction documents filed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 25, 2018.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any 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 state or jurisdiction.
Download as PDF May 25, 2018
Washington, DC – May 25, 2018 - Avant Diagnostics, Inc. (“Avant”) (OTC Pink: AVDX), an oncology-focused healthcare biotechnology company commercializing the proprietary Theralink® phospho-protein biomarker platform across multiple cancers, today announced that it has entered into securities purchase agreements with accredited investors pursuant to which the Company sold 650,000 shares of the Company’s newly designated Series A Preferred Stock (the “Series A Preferred Stock”) for aggregate gross proceeds of $650,000. The Series APreferredStock will control a majority of the voting power of the Company. Upon consummation of a reverse stock split of the Company’s common stock, resulting in approximately 15,000,000 shares of the Company’s common stock outstanding, the investors shall subsequently take all necessary steps with the Company to convert all outstanding shares of the Series A Preferred Stock into shares of the Company’s common stock.
In connection with the closing, Jeffrey Busch was appointed as Chairman of the Board of Directors (the “Board”), John Brugmann was appointed as a Director on the Board, and Mick Ruxin, M.D., joined the Company as President & Chief Executive Officer, and a Board Member. Certain current investors and the new investors in the offering will collectively have the right to appoint 9 total directors to the Board.
Concurrently with the private placement, certain existing debtholders of the Company exchanged an aggregate of $1,824,856 currently due and payable under existing indebtedness for (i) an aggregate of 516,155 shares of Series A Preferred Stock (ii) approximately 26,000,000 shares of series B preferred stock (the “Series B Preferred Stock”) and (iii) new notes for an aggregate principal amount of $265,091. In addition, certain existing debtholders of the Company who participated in private placements or exchanges during the year ended December 31, 2017 waived all of the future rights under their financing documents as well as their security interests in the Company’s assets. Upon filing an amendment to the Company’s articles of incorporation to increase the number of shares of authorized common stock (the “Amendment”) so that there is an adequate amount of shares of authorized common stock for issuance upon conversion of the Series B Preferred Stock, each share of Series B Preferred Stock will be automatically converted into ten (10) shares of common stock of the Company, subject to adjustment.
The following summary of the terms of the transactions described above does not purport to be complete and is qualified in its entirety by the transaction documents filed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 25, 2018.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any 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 state or jurisdiction.
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