LexaGene Files Form 10 Registration Statement with SEC and Announces Delay in Filing Year-End Annual Canadian Financial Filings
BEVERLY, Mass., June 28, 2022 (GLOBE NEWSWIRE) — 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 (“US GAAP”) for the years ended February 28, 2022 and 2021, and the report related management (“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, including the Company’s annual year-end financial statements, related MD&A and CEO and CFO certifications, are in development. , but will not be filed with the Canadian Securities Administrators by the required filing. deadline of June 28, 2022.
At the end of the second quarter of 2021, the Company determined that it had ceased to be considered a “foreign private issuer” (as defined in Rule 3b-4 of the Exchange Act) because the majority of its shareholders had moved from Canada to the United States. Accordingly, the Company has become obligated under SEC rules to register its common stock 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. requirement, the Company has diligently prepared its registration statement on Form 10, which, as noted above, includes a full audit for the past two financial years and the MD&A related information, as well as other prescribed information, that goes beyond what is required in Canadian annual financial filings.
Management was under the impression that when filing the Form 10 registration statement with the SEC, it qualified as an “SEC issuer” within the meaning of NI 51-102 – Continuous disclosure obligations and National Instrument 52-107 – Acceptable accounting principles and auditing standards, such that it may begin filing financial statements with the British Columbia Securities Commission (the “BCSC”) and other Canadian securities regulators prepared in accordance with US GAAP. Unfortunately, the company was advised yesterday that it will not be eligible until the Form 10 registration statement becomes effective on August 27, 2022 (i.e. the 60e day after the Form 10 filing date), so the Company is still required to prepare its annual Canadian financial filings and 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 the conversion of annual financial information prepared under US GAAP to IFRS.
Dr. Jack Regan, CEO and Founder of LexaGene, said, “The company’s fully audited US GAAP financial statements are available on EDGAR and SEDAR for our investors. We are in the process of addressing this issue, effectively duplicating Form 10 in Canadian annual financial filings, as required by Canadian securities laws. We expect to complete these documents and have them audited within six weeks depending on the availability of the auditor. To minimize the impact on shareholders, the Company has applied to the BCSC for a management cease trade order which, if granted, would allow our shareholders to continue day-to-day stock trading. The management cease trade order would prohibit directors, officers and anyone else with access to undisclosed material information about the Company from trading in shares of the Company until the failure to deposit has been corrected and the order has been lifted.
Except as disclosed herein, the Company is current in its filing obligations. The Company also confirms that there is no other material information relating to its business that has not been generally disclosed. The Company confirms that it will issue default status reports every two weeks in the form of press releases for as long as it remains in default of the above filing requirements.
To learn more about LexaGene and the MiQLab® System or to subscribe to company updates, visit www.lexagene.comor follow us on Twitter or LinkedIn.
On behalf of the Board of Directors
Dr Jack Regan
CEO & President
To learn more about LexaGene and the MiQLab System or to subscribe to company updates, visit www.lexagene.com or follow us on Twitter or LinkedIn.
About LexaGene Holdings Inc.
LexaGene is a molecular diagnostics company that develops molecular diagnostic systems for the detection of pathogens and genetic testing for other molecular markers for rapid on-site testing in veterinary diagnostics, food safety and for use on open access markets such as clinical research, agricultural testing and biodefense. End users simply take a sample, load it onto the instrument with a sample prep cartridge, enter the sample ID, and press “go”. The MiQLab® system offers excellent sensitivity, specificity and detection range and can return results in approximately two hours. The unique open-access feature is designed for custom testing so 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 on the merits of the proposed transaction and has neither approved nor disapproved of the contents of this press release. Neither the 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 press 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 expectations. Important factors – including availability of funds, results of fundraising efforts, success of technology development efforts, cost of purchasing critical parts, instrument performance, technology acceptance by the market, regulatory acceptance and licensing issues – which 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.