NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
BEVERLY, Mass., Oct. 02, 2019 (GLOBE NEWSWIRE) — LexaGene Holdings Inc. (TSX VENTURE: LXG) (OTCQB: LXXGF) (“LexaGene” or the “Company“) is pleased to announce today the pricing of its marketed public offering, which was previously announced in a press release dated September 24, 2019 (the “Offering”). The Company will offer a minimum of 6,730,770 units of the Company (each a “Unit”) and a maximum of 19,230,769 Units at the price of $0.52 per Unit for minimum gross proceeds of approximately $3,500,000 and maximum gross proceeds of approximately $10,000,000.
Each Unit is comprised of one common share in the capital of the Company (a “Unit Share”) and one common share purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain circumstances, one common share in the capital of the Company (each, a “Warrant Share”) at the price of $0.75 per Warrant Share for a period of 36 months after Closing.
The Offering is being led by Industrial Alliance Securities Inc. as the sole agent and sole bookrunner (the “Agent”).
The Offering is being undertaken on a commercially reasonable “best efforts” agency basis in each of the provinces of Canada, except the Province of Quebec (the “Selling Provinces”). The Company has filed a preliminary short form prospectus dated September 24, 2019 and intends to file a final short form prospectus with securities regulators in the Selling Provinces (collectively, the “Prospectus”). The Units may also be offered on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable state securities laws, as well as other jurisdictions outside of Canada and the United States as the Company and Agent may agree, on an exempt basis in accordance with applicable securities laws.
The Company has granted the Agent an over-allotment option, exercisable in whole or in part, at the Agent’s sole discretion, at any time and from time to time for a period of 30 days from and including the date of closing of the maximum Offering, to offer and sell on the same terms as the Offering, such number of additional Units, Unit Shares, Warrants or any combination thereof, as is equal to up to 15% of the number of Units issued under the maximum Offering to cover over-allotments and for market stabilization purposes.
The net proceeds of the minimum Offering will be used for research and development, marketing, general corporate purposes and should the maximum Offering be reached, the additional proceeds will be used to support the building of inventory and initial commercial sales.
In consideration for the services to be rendered by the Agent in connection with the Offering, the Agent will receive a cash fee and compensation options as further detailed in the Prospectus.
The Offering is subject to certain conditions, including, without limitation, receipt of all regulatory approvals, including the approval of the TSX Venture Exchange (the “Exchange”). The Company will use commercially reasonable efforts to obtain the necessary approvals to list the Unit Shares and Warrant Shares on the Exchange.
The closing under the Offering is expected to occur on or about October 10, 2019, or such other date as the Agent and Company may agree, and is subject to receipt of all necessary regulatory approvals including the approval of the Exchange.
The securities offered have not been, nor will they be, registered under the U.S Securities Act or any state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, any person in the United States or any U.S. Person (as such term is defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from the registration requirements. This news release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
ON BEHALF OF THE BOARD
“Daryl Rebeck”
Daryl Rebeck: President and Director
and
“Jack Regan”
Dr. Jack Regan: Founder, Chief Executive Officer, and Chairman
For further information, please contact:
Media Contacts
Nicole Ridgedale
Director of Corporate Marketing, LexaGene
800.215.1824 ext 206
[email protected]
Investor Relations
Jay Adelaar
Vice President of Capital Markets, LexaGene
800.215.1824 ext 207
[email protected]
About LexaGene Holdings Inc.
LexaGene is a biotechnology company that develops genetic analyzers for pathogen detection and 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 LX Analyzer delivers excellent sensitivity, specificity, and breadth of detection and can process multiple samples at a time, in an on-demand fashion, returning results in about 1 hour. 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.
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.
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news 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.