LexaGene Holdings, Inc., (TSX-V: LXG; OTCQB: LXXGF) (the
“
Company”), a molecular diagnostics company that
develops fully automated rapid pathogen detection systems, is
pleased to announce it is taking steps to list its common shares on
the Nasdaq Capital Market with the goal of submitting its
application prior to the end of 2021. A successful listing on the
Nasdaq will make the Company’s shares more accessible to retail and
institutional investors in the United States and internationally as
well as increase share liquidity. The Nasdaq is the Company’s
preferred Exchange as it hosts the best biotech and life science
companies in the world.
LexaGene has taken several steps to prepare for a
Nasdaq listing application.
First, LexaGene has reserved with the Nasdaq
Exchange the ticker symbol LXG, which is good for 24 months.
Second, in anticipation of filing the Registration
and Annual Report for Canadian Securities Form (Form 40-F) with the
US Securities and Exchange Commission (SEC), the Company has
retained Latham & Watkins LLP (https://www.lw.com/), a law firm
that has approximately 4,500 employees and is one of the top
grossing law firms in the world.1 Specifically, LexaGene is working
with Peter Handrinos, who has advised many prominent
pharmaceutical, biotechnology, and medical device companies in the
healthcare industry over his 25-year career. Mr. Handrinos has
taken many companies public on U.S. exchanges, and has deep
experience advising life science and technology companies on
securities law matters, with an emphasis on financing transactions
as well as mergers and acquisitions.2
Lastly, the Company has engaged RSM US LLP
(https://rsmus.com/) for audit, tax, and consulting services. RSM
US will perform the Company’s 2020-year end audit. RSM US is the
fifth largest accounting firm in the United States, employing more
than 11,000 across 86 cities nationwide and in Canada. RSM US is
part of the global accounting network RSM International, which
brings together more than 43,000 professionals from 800 offices
located in more than 120 countries.3
Dr. Jack Regan, LexaGene’s CEO and Founder states,
“We anticipate LexaGene will grow in size and strength in the
coming months and years. Part of our growth strategy is to make the
company more accessible to U.S. investors. I’m very pleased to have
engaged two exceptional firms to help guide us through this
process. A successful Nasdaq listing makes us more attractive to
institutional investors, and eligible for inclusion in key indexes
and ETFs.” Additional comments from Dr. Regan are available in this
video.
Applying for a Nasdaq listing is subject to first
meeting the listing and regulatory requirements of the Nasdaq and
SEC. There is no guarantee the Company will meet these requirements
in the future, but if it does, the Company will issue a press
release once an application has been formally submitted to the
SEC.
In addition, the Company is pleased to announce
that it has engaged Native Ads, Inc., of New York, New York to
perform strategic digital media services, marketing and data
analytics services including, but not limited to, content
development, video production and editing, website development,
media buying and distribution, and campaign reporting and
optimization. This campaign is beginning on June 1, 2021 and
will continue until USD$150,000 of services are rendered.
Lastly, after an independent, third party review
by Compensia Inc. on executive compensation and equity, Compensia
determined that LexaGene executive officers were at the bottom
10th percentile in equity compensation as compared to other
public companies in both Canada and the United States with
comparative market caps. Based upon the results from this
report and recommendations from the compensation committee,
LexaGene’s board of directors determined that it was appropriate to
adjust the equity for the CEO, CFO, and COO.
The last equity grant to executive officers was
16 months ago, in February 2020.
On May 28, 2021, the board of directors approved
inducement grants in accordance with the Company’s Omnibus
Incentive Plan (the “Plan”) for executive officers
totaling 690,000 share options (“Options”).
Each Option is exercisable into one common
share of the Company (“Share”) at a price of CAD$0.59 per
Share [120% over Friday’s closing price of CAD$0.49], for a period
of ten years from the date of grant. The Options
vest 10% on the grant date, and 15% every six months thereafter
with an expiry date of May 28, 2031.
In addition, the Company’s executive officers
have been granted an additional 690,000 share options (the
“Performance Options”) at a price of CAD$0.59 per Share
[120% over Friday’s closing price of CAD$0.49]. The Performance
Conditions are associated with 2021 performance milestone
goals set forth by the board of directors for executive management
and are as follows: meeting the requirements to list the Company
Shares on the NASDAQ and filing Form 40-F with the SEC. Based
on the current number of outstanding shares, the Company will have
to organically raise its stock price to ~CAD$0.77 (a ~157% increase
over Friday’s closing price) to achieve the ~CAD$90M (~USD$75M)
minimum market cap required for a Nasdaq listing. If the
performance criteria are not satisfied on or before December 31,
2021, the Performance Options grant will be
cancelled.
If both Performance Options criteria are met on
or before December 31, 2021, the Performance Options will vest on
January 1, 2022, with an expiry date of May 28, 2031.
To be added to the LexaGene email list, please
subscribe on the Company website.
On Behalf of the Board of
DirectorsDr. Jack ReganChief
Executive Officer & Chairman
For inquiries: 800.215.1824 | ir@lexagene.com or
info@lexagene.com
About LexaGene Holdings
Inc.LexaGene is a molecular diagnostics company that
develops molecular diagnostic systems for pathogen detection and
genetic testing for other molecular markers for on-site rapid
testing in veterinary diagnostics, food safety and for use in
open-access markets such as clinical research, agricultural testing
and biodefense. End-users simply need to collect a sample, load it
onto the instrument with a sample preparation cartridge, enter
sample ID and press ‘go’. The MiQLab™ system delivers excellent
sensitivity, specificity, and breadth of detection and can return
results in approximately two hours. The unique open-access feature
is designed for custom testing so that end-users can load their own
real-time PCR assays onto the instrument to target any genetic
target of interest.
The TSX Venture Exchange Inc. has in no way
passed upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this press release.
Neither 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.
This news release contains forward-looking information, which
involves known and unknown risks, uncertainties and other factors
that may cause actual events to differ materially from current
expectation. Important factors -- including the availability of
funds, the results of financing efforts, the success of technology
development efforts, the cost to procure critical parts,
performance of the instrument, market acceptance of the technology,
regulatory acceptance, and licensing issues -- that could cause
actual results to differ materially from the Company's expectations
as disclosed in the Company's documents filed from time to time on
SEDAR (see www.sedar.com). Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date of this press release. The company disclaims
any intention or obligation, except to the extent required by law,
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
[1] https://en.wikipedia.org/wiki/Latham_%26_Watkins [2]
https://www.lw.com/people/peter-handrinos [3]
https://en.wikipedia.org/wiki/RSM_US
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