BEVERLY, Mass., USA – June 28, 2022 – 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 in the next 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.
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On Behalf of the Board of Directors
Dr. Jack Regan
Chief Executive Officer & Chairman
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.