LexaGene Files Form 10 Registration Statement with the SEC and Announces a Delay in Filing Year-End Annual Canadian Financial Filings
June 28 2022 - 6:46PM
LexaGene Holdings Inc. (OTCQB: LXXGF; TSX-V: LXG)
(“
LexaGene” or the “
Company”)
announces that it has filed an initial registration statement with
the United States Securities and Exchange Commission (the “SEC”) on
Form 10 under the United States Securities Exchange Act of 1934, as
amended (the “Exchange Act”), which includes audited financial
statements prepared in accordance with United States generally
accepted accounting principles (“U.S. GAAP”) for the fiscal years
ended February 28, 2022 and 2021, and related management’s
discussion and analysis (“MD&A”). A copy of the Form 10
registration statement has also been posted on SEDAR. The Company
also announces that its annual Canadian financial filings,
consisting of the Company’s annual year-end financial statements,
its related MD&A, and CEO and CFO certifications, are being
worked on, but will not be filed with Canadian Securities
Administrators by the required filing deadline of June 28, 2022.
At the conclusion of Q2 2021, the Company determined that it had
ceased to qualify as a “foreign private issuer” (as defined in
Exchange Act Rule 3b-4), as the majority of its shareholders had
shifted from Canada into the United States. As a result, the
Company became obligated under SEC rules to register its common
shares as a class under section 12(g) of the Exchange Act, by
filing a registration statement on Form 10 no later than June 28,
2022. Since learning of this requirement, the Company has
diligently prepared its Form 10 registration statement, which, as
noted above, includes a full audit of the past two fiscal years and
related MD&A, as well as other prescribed disclosure, which
goes beyond that required in Canadian annual financial filings.
Management was under the impression that, upon filing the Form
10 registration statement with the SEC, it qualified as an “SEC
issuer” as defined in of Canadian National Instrument 51-102 –
Continuous Disclosure Obligations and Canadian National Instrument
52-107 – Acceptable Accounting Principles and Auditing Standards,
such that it could begin to file financial statements with the
British Columbia Securities Commission (the “BCSC”) and other
Canadian Securities Administrators prepared in accordance with U.S.
GAAP. Regrettably, the Company was notified yesterday that it will
not so qualify until the Form 10 registration statement becomes
effective on August 27, 2022 (being the 60th day following the
filing date of the Form 10), with the result that the Company is
still required to prepare its annual Canadian financial filings,
and its quarterly Canadian financial filings for the quarter ended
May 31, 2022, in accordance with International Financial Reporting
Standards (“IFRS”).
The Company’s management is working on its annual Canadian
financial filings, which requires converting the annual financial
information prepared under U.S. GAAP to IFRS.
Dr. Jack Regan, LexaGene’s CEO and Founder stated, “The
Company’s fully-audited U.S. GAAP financials are available on EDGAR
and SEDAR for our investors. We are in the process of addressing
this matter, effectively duplicating the Form 10 into the Annual
Canadian Financial Filings, as required under Canadian securities
legislation. We expect to complete these documents and have them
audited within six weeks based upon auditor availability. To
minimize the impact to shareholders, the Company has applied to the
BCSC for a management cease trade order that, if granted, would
permit daily stock trading by our shareholders to continue. The
management cease trade order would prohibit the Company’s
directors, officers and any other person who has access to material
undisclosed information concerning the Company from trading in the
Company’s stock until the filing delinquency has been remedied and
the order has been lifted.”
Other than as disclosed herein, the Company is up to date in its
filing obligations. The Company also confirms that there is no
other material information relating to its affairs that has not
been generally disclosed. The Company confirms it will issue
bi-weekly default status reports in the form of news releases for
so long as it remains in default of the above-noted filing
requirements.
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
Directors Dr. Jack Regan Chief
Executive Officer & Chairman
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.
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.
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