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DIAGNOS Announces Amendments to Convertible Debentures and Stock Warrants

MWN-AI** Summary

DIAGNOS Inc. (TSX Venture: ADK, OTCQB: DGNOF, FWB: 4D4A), a Canadian company focused on early detection of healthcare issues via Artificial Intelligence, has announced amendments concerning its convertible debentures and stock warrants. As of March 5, 2026, DIAGNOS will modify the terms of $510,000 worth of unsecured convertible debentures originally issued as part of a private placement back in March 2022.

Key amendments include an extension of the maturity date for these debentures from March 1, 2026, to March 1, 2027. The conversion price will be reduced from $0.38 to $0.32, while a yearly interest rate of 10% will remain unchanged throughout the extension period. It was noted that André Larente, a company insider, owns $20,000 worth of these debentures, which qualifies as a related party transaction as per Multilateral Instrument 61-101. However, there is an exemption allowing the amendment to proceed without the need for a valuation or minority approval, due to the low participation of the insider relative to the company’s market capitalization.

Additionally, DIAGNOS plans to extend the expiry of 8,333,333 stock warrants set to expire on March 20, 2026, to September 5, 2026, with the exercise price remaining stable at $0.40 per common share. These amendments are subject to acceptance by the TSX Venture Exchange and further formal documentation.

Overall, these changes underscore DIAGNOS's strategic efforts to adapt its financing framework while ensuring compliance with regulatory standards. For more information, stakeholders are encouraged to visit the company’s official website and review the details outlined in the press release.

MWN-AI** Analysis

DIAGNOS Inc. (TSX: ADK, OTCQB: DGNOF) has recently announced amendments to its convertible debentures and stock warrants that investors should carefully consider. The company has extended the maturity date of $510,000 in unsecured convertible debentures to March 1, 2027, and reduced the conversion price from $0.38 to $0.32. This extension, combined with a stable annual interest rate of 10%, suggests a strategic move to provide the company with additional breathing room during a critical period as it focuses on the growth of its artificial intelligence in healthcare sector.

For investors, the reduction in the conversion price could be viewed positively, as it makes the debentures more attractive, potentially encouraging more conversion to equity. However, it also raises questions regarding cash flow and liquidity, as the company is pushing back its obligations. Investors should analyze how this situation aligns with DIAGNOS's long-term strategy—specifically, the potential for revenue growth from its AI health tools.

Additionally, the planned six-month extension of the stock warrants exercise period to September 5, 2026, maintains the existing exercise price of $0.40 per share. This move provides existing warrant holders a longer timeframe to capitalize on potential future increases in the stock price, although the price does face challenges given the current market dynamics.

The approval from the board and exemption from certain minority approval requirements indicates that company leadership believes these amendments are in shareholders' best interests. However, it is crucial for investors to remain vigilant to market conditions, competitive landscape, and the company’s progress in developing its products.

In summary, while the amendments present opportunities for DIAGNOS to strengthen its financial position, potential investors still need to weigh the associated risks and monitor any further developments carefully.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: GlobeNewswire

BROSSARD, Quebec, March 05, 2026 (GLOBE NEWSWIRE) -- Diagnos Inc. (“DIAGNOS” or the “Corporation”) (TSX Venture: ADK, OTCQB: DGNOF, FWB: 4D4A), a company dedicated to the early detection of critical health issues using advanced Artificial Intelligence (AI) techniques, announces that it intends to amend the terms of an aggregate amount of $510,000 of unsecured convertible debentures (each, a Debenture) issued as part of a non-brokered private placement of units initially announced on March 1, 2022, and subsequently amended on March 1, 2025 (pleaser refer to the press release dated February 28, 2025). The amendments are as follows:

  • The amended maturity date set for March 1, 2026, as announced in the press release dated February 28, 2025, is extended to March 1, 2027,
  • The conversion price of the Debentures is amended from $0.38 to $0.32, and
  • The amended yearly interest rate of 10%, as announced in the press release dated February 28, 2025, remains in effect for the extended period from March 1, 2026 to March 1, 2027.

All other provisions of the Debentures shall remain unchanged and fully in effect during the extended period.

One insider of the Corporation, Mr. André Larente, is the beneficial owner of 2 Debentures for a nominal aggregate value of $20,000. Mr. Larente is considered a “related party” of the Corporation within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The amendment to the Debentures is exempt from the valuation requirement and the minority approval requirement prescribed in MI 61-101, based on sections 5.5(a) and 5.7(1)(a), as the fair market value of the related party participation in the amendment to the Debentures does not exceed 25% of the Corporation’s current market capitalization. The board of directors of the Corporation has reviewed and approved the amendment to the Debentures to ensure that it was in the best interest of DIAGNOS and its shareholders.

The Corporation also announces that it intends to extend the exercise period of 8,333,333 stock warrants (each a “Warrant”) issued as part of a non-brokered private placement of units initially announced on September 20, 2024 and set to expire on March 20, 2026. The extended expiry date shall be September 5, 2026. All other provisions of the Warrants, such as the Warrants exercise price of $0.40 per common share, shall remain unchanged and fully in effect during the extended exercise period.

The amendments to the Debentures and Warrants remain subject to the TSX Venture Exchange (the “Exchange”) acceptance as well as execution of formal documentation. The Corporation will issue a follow up press release solely in the case where the Exchange rejects any of the amendments.

All monies quoted in this press release shall be stated and paid in lawful money of Canada.

About DIAGNOS

DIAGNOS is a publicly traded Canadian corporation with a mission of developing software tools for the early detection of critical health issues through the use of Artificial Intelligence.

Additional information is available at www.diagnos.com and www.sedar.com

This news release contains forward-looking information. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in these statements. DIAGNOS disclaims any intention or obligation to publically update or revise any forward-looking information, whether as a result of new information, future events or otherwise. The forward-looking information contained in this news release is expressly qualified by this cautionary statement.

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


For further information, please contact:Mr. André Larente, PresidentDIAGNOS Inc.Tel: 450-678-8882 ext. 224alarente@diagnos.ca

FAQ**

How does the extension of the maturity date for the $510,000 unsecured convertible debentures impact the overall financial stability of Diagnos Inc. DGNOF in the coming year?

The extension of the maturity date for Diagnos Inc.'s $510,000 unsecured convertible debentures may enhance its financial stability by providing additional time for the company to achieve growth or refinancial its obligations, thus alleviating immediate cash flow pressures.

What factors led to the decision to amend the conversion price of the Debentures from $0.38 to $0.32 for Diagnos Inc. DGNOF, and what implications might this have for investors?

The decision to amend the conversion price of Diagnos Inc.'s Debentures from $0.38 to $0.32 likely resulted from market conditions and the need to enhance attractiveness for investors, potentially diluting existing shareholdings but offering better upside for new investors.

Given the amended interest rate of 10% on the Debentures for Diagnos Inc. DGNOF, how does this rate compare with market averages, and what does it signify about the company's financial health?

The 10% interest rate on Diagnos Inc.'s debentures is significantly higher than the market average, indicating higher perceived risk and potentially weaker financial health or a strategic decision to attract capital in a competitive environment.

Can you explain the rationale behind extending the exercise period of the 8,333,333 stock warrants for Diagnos Inc. DGNOF, and how it aligns with the company's strategic goals?

Extending the exercise period of the 8,333,333 stock warrants for Diagnos Inc. supports strategic goals by providing investors with more time to invest, potentially enhancing capital inflow for growth initiatives and strengthening shareholder commitment during critical phases.

**MWN-AI FAQ is based on asking OpenAI questions about Diagnos Inc. (TSXVC: ADK:CC).

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