June 01, 2021 07: 45 ET | Source: LexaGene Holdings Inc
BEVERLY, Mass., June 01, 2021 (GLOBE NEWSWIRE) — LexaGene Holdings, Inc., (TSX-V: LXG; OTCQB: LXXGF) (the “Company”), a molecular diagnostics company that develops fully automated rapid pathogen detection systems, is pleased to announce it is taking steps to list its common shares on the Nasdaq Capital Market with the goal of submitting its application prior to the end of 2021. A successful listing on the Nasdaq will make the Company’s shares more accessible to retail and institutional investors in the United States and internationally as well as increase share liquidity. The Nasdaq is the Company’s preferred Exchange as it hosts the best biotech and life science companies in the world.
LexaGene has taken several steps to prepare for a Nasdaq listing application.
First, LexaGene has reserved with the Nasdaq Exchange the ticker symbol LXG, which is good for 24 months.
Second, in anticipation of filing the Registration and Annual Report for Canadian Securities Form (Form 40-F) with the US Securities and Exchange Commission (SEC), the Company has retained Latham & Watkins LLP (https://www.lw.com/), a law firm that has approximately 4,500 employees and is one of the top grossing law firms in the world.1 Specifically, LexaGene is working with Peter Handrinos, who has advised many prominent pharmaceutical, biotechnology, and medical device companies in the healthcare industry over his 25-year career. Mr. Handrinos has taken many companies public on U.S. exchanges, and has deep experience advising life science and technology companies on securities law matters, with an emphasis on financing transactions as well as mergers and acquisitions.2
Lastly, the Company has engaged RSM US LLP (https://rsmus.com/) for audit, tax, and consulting services. RSM US will perform the Company’s 2020-year end audit. RSM US is the fifth largest accounting firm in the United States, employing more than 11,000 across 86 cities nationwide and in Canada. RSM US is part of the global accounting network RSM International, which brings together more than 43,000 professionals from 800 offices located in more than 120 countries.3
Dr. Jack Regan, LexaGene’s CEO and Founder states, “We anticipate LexaGene will grow in size and strength in the coming months and years. Part of our growth strategy is to make the company more accessible to U.S. investors. I’m very pleased to have engaged two exceptional firms to help guide us through this process. A successful Nasdaq listing makes us more attractive to institutional investors, and eligible for inclusion in key indexes and ETFs.” Additional comments from Dr. Regan are available in this video.
Applying for a Nasdaq listing is subject to first meeting the listing and regulatory requirements of the Nasdaq and SEC. There is no guarantee the Company will meet these requirements in the future, but if it does, the Company will issue a press release once an application has been formally submitted to the SEC.
In addition, the Company is pleased to announce that it has engaged Native Ads, Inc., of New York, New York to perform strategic digital media services, marketing and data analytics services including, but not limited to, content development, video production and editing, website development, media buying and distribution, and campaign reporting and optimization. This campaign is beginning on June 1, 2021 and will continue until USD$150,000 of services are rendered.
Lastly, after an independent, third party review by Compensia Inc. on executive compensation and equity, Compensia determined that LexaGene executive officers were at the bottom 10th percentile in equity compensation as compared to other public companies in both Canada and the United States with comparative market caps. Based upon the results from this report and recommendations from the compensation committee, LexaGene’s board of directors determined that it was appropriate to adjust the equity for the CEO, CFO, and COO.
The last equity grant to executive officers was 16 months ago, in February 2020.
On May 28, 2021, the board of directors approved inducement grants in accordance with the Company’s Omnibus Incentive Plan (the “Plan”) for executive officers totaling 690,000 share options (“Options”).
Each Option is exercisable into one common share of the Company (“Share”) at a price of CAD$0.59 per Share [120% over Friday’s closing price of CAD$0.49], for a period of ten years from the date of grant. The Options vest 10% on the grant date, and 15% every six months thereafter with an expiry date of May 28, 2031.
In addition, the Company’s executive officers have been granted an additional 690,000 share options (the “Performance Options”) at a price of CAD$0.59 per Share [120% over Friday’s closing price of CAD$0.49]. The Performance Conditions are associated with 2021 performance milestone goals set forth by the board of directors for executive management and are as follows: meeting the requirements to list the Company Shares on the NASDAQ and filing Form 40-F with the SEC. Based on the current number of outstanding shares, the Company will have to organically raise its stock price to ~CAD$0.77 (a ~157% increase over Friday’s closing price) to achieve the ~CAD$90M (~USD$75M) minimum market cap required for a Nasdaq listing. If the performance criteria are not satisfied on or before December 31, 2021, the Performance Options grant will be cancelled.
If both Performance Options criteria are met on or before December 31, 2021, the Performance Options will vest on January 1, 2022, with an expiry date of May 28, 2031.
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On Behalf of the Board of Directors
Dr. Jack Regan
Chief Executive Officer & Chairman
For inquiries: 800.215.1824 | [email protected] or [email protected]
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.
[1] https://en.wikipedia.org/wiki/Latham_%26_Watkins
[2] https://www.lw.com/people/peter-handrinos
[3] https://en.wikipedia.org/wiki/RSM_US