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BEVERLY, Mass. USA – February 08, 2022 –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 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 lexagene.com or follow us on Twitter and LinkedIn.
On Behalf of the Board of Directors
Dr. Jack Regan
Chief Executive Officer & Chairman
Corporate & Media Contact
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.