BEVERLY, Mass., Oct. 24, 2022 (GLOBE NEWSWIRE) — LexaGene Holdings, Inc., (OTCQB: LXXGF; TSX-V: LXG) (“LexaGene” or the “Company”), a molecular diagnostics company that has commercialized the MiQLab® System for automated multiplex PCR testing, announces that it has entered into a secured convertible note (the “Note”) agreement (the “Note Agreement”) with Meridian LGH Holdings 2, LLC (“Meridian”), an affiliate of an insider of the Company, in the aggregate principal amount of up to USD$1,600,000.
The Note bears interest at 12% per annum and matures on March 1, 2023 (the “Maturity Date”), subject to an increased interest rate of 16% if the Company commits an event of default and such default continues, in accordance with the Note Agreement. Subject to TSX Venture Exchange (the “TSXV”) approval, the outstanding principal of the Note is convertible into common shares of the Company (the “Shares”) at a conversion price of USD$0.17 (CAD$0.23), the last closing market price of the Shares on the TSXV prior to the date of this press release. Interest on the Note will be convertible at the market price of the Shares on the TSXV at the time the interest is due and payable, subject to TSXV approval.
The Company may prepay the Note, and any accrued interest, at any time without penalty. In the event the Company undertakes an equity financing of at least USD$5 million or undertakes a merger, amalgamation, sale of substantially all of its assets or similar corporate transaction, Meridian may accelerate the maturity date of the Note and require the Company to repay the outstanding principal amount of the Note and accrued and outstanding interest.
The Note will be secured against the assets of the Company and will be guaranteed by the subsidiaries of the Company.
Meridian is a “related party” of the Company. The Company is subject to TSXV Policy 5.9, which incorporates Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Subject to certain exemptions, MI 61-101 requires the Company to obtain minority shareholder approval and obtain a valuation for transactions with related parties. The Company is relying on the exemption from the valuation and minority shareholder approval requirements provided for under Sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, for transactions with a fair market value of less than 25% of the Company market capitalization.
Closing is subject to TSXV approval.
About LexaGene Holdings Inc.
LexaGene is a molecular diagnostics company that has commercialized the MiQLab System for fast and easy detection of pathogens and other molecular markers. The System is designed for on-site usage and uses real-time PCR chemistry. Our customers include biopharmaceutical companies, veterinary hospitals and reference laboratories. The MiQLab System delivers excellent sensitivity, specificity, and breadth of detection.
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.