/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
BEVERLY, MA, Oct. 22, 2019 /CNW/ - LexaGene Holdings
Inc. (TSX VENTURE: LXG) (OTCQB: LXXGF)
("LexaGene" or the "Company") is pleased to announce
that it has filed and received a receipt for a final short form
prospectus (the "Prospectus") dated October 21, 2019 with the securities regulatory
authorities in each of the provinces of Canada, except the Province of Quebec, in connection with the previously
announced marketed offering of units (the "Units") of a
minimum amount of C$3,500,000 and a
maximum of C$10,000,000 at the price
of C$0.52 per Unit (the
"Offering").
![LexaGene Holdings Inc. (CNW Group/LexaGene Holdings Inc.) LexaGene Holdings Inc. (CNW Group/LexaGene Holdings Inc.)](https://mma.prnewswire.com/media/1015534/LexaGene_Holdings_Inc__LexaGene_Holdings_Announces_Filing_of_Fin.jpg)
The Offering is being conducted on a "best efforts" agency basis
by Industrial Alliance Securities Inc., the Company's agent for the
Offering in Canada (the
"Agent"). The Units may also be offered for sale in
the United States 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
laws and in such other jurisdictions outside of Canada and the
United States as agreed between the Company and the
Agent.
Closing of the Offering is expected to take place on or around
October 29, 2019 or such other date
as the Company and the Agent may agree (the "Closing
Date").
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 the Closing Date.
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 Closing Date of the maximum Offering, to offer and
sell on the same terms as the Offering, such number of additional
Units 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.
As compensation, the Company will pay to the Agent a cash fee
equal to 8% of the gross proceeds of the Offering and issue to the
Agent broker warrants exercisable into that number of Units equal
to 8% of the number of Units sold under the Offering (including in
respect of any exercise of the Over-Allotment Option) subject to a
reduction to 4% for president's list purchasers or certain other
purchasers as negotiated between the Company and the Agent. Each
broker warrant will entitle the holder thereof to purchase one
Share at an exercise price of C$0.52
per Share for a period of 36 months after the Closing Date.
The Company intends to use the net proceeds of the minimum
Offering for research and development, marketing, general corporate
purposes. Should the maximum Offering be achieved, the Company
intends that the proceeds will also be used to support the building
of inventory and initial commercial sales.
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, to person in the United
States or to U.S. Persons (as such term is defined in
Regulation S under the U.S. Securities) 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.
Furthermore, the Company has amended and restated its unaudited,
condensed, interim financial statements for the three months ended
May 31, 2019 and the accompanying
management's discussion and analysis. Management identified three
errors in the interim financial statements. The first error relates
to the valuation of warrants issued as part of a previously closed
private placement, the second error relates to the calculation of
the right-of-use asset and the lease liability related to the
Company's premises and the third error relates to the
reclassification of foreign exchange to other comprehensive income.
The errors will have no impact on revenue, gross margin or cash and
will result in a reduction in the net loss of LexaGene for the
three month period ended May 31,
2019.
ON BEHALF OF THE BOARD
"Daryl Rebeck"
Daryl Rebeck: President and
Director
and
"Jack Regan"
Dr. Jack Regan: Founder, Chief
Executive Officer, and Chairman
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 including, without limitation, statements with
respect to the closing of the Offering and the use of net proceeds.
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.
SOURCE LexaGene Holdings Inc.