LexaGene Holdings, Inc., (OTCQB: LXXGF; TSX-V: LXG)
(“LexaGene” or the “Company”), a molecular diagnostics company
that has commercialized an instrument for automated multiplex PCR
testing, is pleased to announce that Meridian LGH Holdings LLC,
(the “Investor”) has agreed to make an investment in LexaGene for a
total of CAD$6,475,000 (approximately USD$4,995,000). The Company
and the Investor intend that the investment will occur by way of
non-brokered private placement (the “Private Placement”)
anticipated to close in two tranches.
The first tranche of the Private Placement,
which closed today, is comprised of 13,115,725 units (each, a
“Unit”) of the Company at the price of CAD$0.35 per Unit
(approximately USD$0.27 per Unit) (the “Issue Price”) for gross
proceeds of CAD$4,590,503.75 (approximately USD$3,541,245.75). The
second tranche will be comprised of 5,384,275 Units issued at the
Issue Price per Unit for gross proceeds of CAD$1,884,496.25
(approximately USD$1,453,754.25). The second tranche is expected to
close upon clearance by the TSX Venture Exchange of a personal
information form filed in connection with the investment by the
Investor. Upon closing of both tranches of the Private Placement,
the Investor will hold approximately 13.41% of the issued and
outstanding common shares of the Company.
Each Unit is comprised of one common share of
the Company and one common share purchase warrant, with each whole
warrant entitling the holder to purchase one common share of the
Company for a period of 36 months at a price of CAD$0.45
(approximately USD$0.35).
In connection with the Private Placement, the
Company and the Investor have entered into an investor rights
agreement (the “Investor Rights Agreement”). Pursuant to the terms
of the Investor Rights Agreement, upon closing of the second
tranche of the Private Placement, the Investor will be granted
certain information and notice rights, and the right to participate
in future financings of the Company in order to maintain its
then-current percentage interest up to 19.99% for so long as the
Investor maintains a minimum 10% equity interest in the Company.
Under the Investor Rights Agreement, the Investor will also be
entitled to: (a) certain “demand” registration rights that will
allow the Investor at any time after January 1, 2023 to request
that the Company register for resale under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”), any
common shares of the Company acquired by, issued or issuable to, or
otherwise owned by the Investor which are ineligible for immediate
resale by the Investor to the public without volume limitations
pursuant to Rule 144(b)(i) under the U.S. Securities Act
(collectively, the “Registrable Securities”); and (b) “piggyback”
registration rights that will allow the Investor to include
Registrable Securities in any public offering of equity securities
initiated by the Company (other than those public offerings
pursuant to registration statements on Forms S-4 or S-8 under the
U.S. Securities Act) or by any of the Company’s other shareholders
that have registration rights.
The Investor is a Dallas, TX based subsidiary of
Meridian Veterinary Capital LLC. Curt Boisfontaine, the manager of
Meridian LGH Holdings and Meridian Veterinary Capital, stated,
“Meridian has sponsored many investments in the veterinary field.
As a life-long pet owner, I’ve owned pets that have suffered from
improper diagnosis on drug resistant infections and I’m convinced
LexaGene’s technology can significantly improve the speed and
quality of care veterinarians are able to provide at the point of
care. This should have a meaningful impact on this aspect of
veterinary care.”
Dr. Jack Regan, LexaGene’s CEO and Founder,
stated, “I’m thrilled to have Meridian LGH Holdings supporting
LexaGene’s mission to change the way animals are diagnosed and
treated.”
The Company intends to use the proceeds of the
Private Placement towards purchasing inventory for manufacturing
more MiQLab™ Systems, supporting sales, marketing, and continued
R&D.
The securities issued pursuant to the Private
Placement will be subject to a statutory 4-month hold period from
the date of issuance in accordance with applicable Canadian
securities laws. Closing of the Private Placement is subject to
final TSX Venture Exchange approval.
The securities referred to in this news release
have not been registered under the U.S. Securities Act, or any U.S.
state securities laws, and such securities may not be offered or
sold within the United States, or to or for the account or benefit
of any U.S. person or any person in the United States, absent
registration under U.S. federal and state securities laws or an
applicable exemption from such U.S. registration requirements.
“United States” and “U.S. person” have the respective meanings
ascribed to them in Regulation S under the U.S. Securities Act.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
To learn more about LexaGene and the MiQLab System or subscribe
to company updates, visit www.lexagene.com, or follow us on Twitter
or LinkedIn.
On Behalf of the Board of DirectorsDr.
Jack ReganChief Executive Officer &
Chairman
Corporate & Media Contact:Gail
WinslowDirector of Marketinggwinslow@lexagene.com978.482.6237
Investors:ir@lexagene.com800.215.1824
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.
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