VANCOUVER, British Columbia, Feb. 20, 2020 (GLOBE NEWSWIRE) -- Lexington Biosciences, Inc. (CSE: LNB) (the “Company” or “Lexington”) provides the following corporate update to shareholders.
HeartSentry Technology
The Company had been unable to secure the necessary financing to advance the development of the HeartSentry technology including the payment of the minimum annual royalty fees due, in August 2018 and August 2019, to the Lawrence Berkeley National Laboratories. As a result, on February 12, 2020, the company received final notice of license termination from Lawrence Berkeley National Laboratories due to non-payment of these minimum annual royalty fees.
Change in Business
The Company has called for a Special and Annual General Meeting to be held on March 30, 2020, where, amongst other items, the shareholders will vote on amending the Company’s Notice of Articles and Articles to create several classes of tracking shares in order to facilitate the Company becoming a Private Investment Platform Company (the “New Business”).
Once complete, the New Business will allow investors, to use their Registered Plans (including registered retirement savings plans, registered education savings plans, tax free savings accounts, registered retirement income funds, and registered disability savings plans), at their own direction, to invest in private companies by purchasing tracking shares in the Company, which will in turn use these proceeds to invest in the specific private company chosen by the investor.
The Company will charge investors fees for the initial investment and redemptions as well as an annual fee based on amount invested. Additional information on the New Business will be included in the Information Circular for the Special and Annual General Meeting which will be mailed to shareholders in early March, 2020.
To reflect the New Business, the Company will be changing its name to “Registered Plan Private Investments Inc.”.
Non-Brokered Private Placement
The Company announces that it intends to sell, by way of a non-brokered private placement up to 10 million units of the Company (“Units”) at a price of $0.05 per Unit for gross proceeds of up to $500,000 (the “Offering”). Each Unit will consist of one common share of the Company and one common share purchase warrant (each, a “Warrant”). Each Warrant will be exercisable to buy one common share of the Company for a period of 24 months at a price of $0.07.
The Company intends to use the net proceeds of the Offering to complete the necessary steps to convert to the New Business. The Offering is subject to the receipt of all necessary regulatory approvals, including the approval of the Canadian Securities Exchange. All securities issued pursuant to the Offering will be subject to a four-month hold period in accordance with applicable Canadian securities law.
Conversion of Unsecured Demand Loans into Units
The Company previously announced that it had reached agreement with third parties as well as certain directors and officers (collectively the “Lenders”) of the Company to convert previous advances and unpaid amounts for services received and interest accrued therein for approximately $800,000 including interest into demand loans.
Subject to shareholder approval at the upcoming Special and Annual General Meeting, the Lenders have agreed to convert the full amount owing in to Units on the same terms as the upcoming Non-Brokered Private Placement.
Change in Directors and Management
The Company also announces the resignation of Eric Willis as CEO and Director of the Company. The Company wishes to thank Mr. Willis for his service.
Canadian Securities Exchange Listing
As part of the Special and Annual General Meeting, shareholders will be asked to vote on a resolution to de-list the Company’s shares from the Canadian Securities Exchange.
On Behalf of the Board,
“Doug Janzen”
Doug Janzen
Chairman & Director
CAUTIONARY DISCLAIMER STATEMENT: The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.
Cautionary Note Regarding Forward-LookingStatements
Thisnewsreleasecontainsforward-lookingstatementsrelatingtothepotential sale of the HeartSentry technology and other statements that are not historicalfacts. Forward-lookingstatementsareoftenidentifiedbytermssuchas"will","may","should","anticipate", "expects"andsimilarexpressions.Allstatementsotherthanstatementsofhistoricalfact,includedinthis release are forward-looking statements that involve risks and uncertainties. There can be no assurancethat such statements will prove to be accurate and actual results and future events could differ materiallyfrom those anticipated in such statements. Important factors that could cause actual results to differmaterially fromtheCompany'sexpectationsincludethoserelatingtothe abilitytocompletethesaleandotherrisksdetailedfromtimetotimeinthefilingsmadebytheCompanywithsecurities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking informationmay provetobeincorrect.Eventsorcircumstancesmaycauseactualresultstodiffermateriallyfromthose predicted,asaresultofnumerousknownandunknownrisks,uncertainties,andotherfactors,manyof which are beyond the control of the Company. The reader is cautioned not to place undue reliance onany forward-looking information. Such information, although considered reasonable by management atthe time of preparation, may prove to be incorrect and actual results may differ materially fromthose anticipated.Forward-lookingstatementscontainedinthisnewsreleaseareexpresslyqualifiedbythis cautionarystatement.Theforward-lookingstatementscontainedinthisnewsreleasearemadeasofthe dateofthisnewsreleaseandtheCompanywillupdateorrevisepubliclyanyoftheincludedforward- looking statements as expressly required by applicablelaw.
CONTACT:
Lexington Biosciences, Inc.
+1 (800) 320-2640
info@lexingtonbiosciences.com
www.lexingtonbiosciences.com
