UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 1, 2022
LEXAGENE HOLDINGS INC.
(Exact name of registrant as specified in its charter)
| 000-56456 | ||
| (State or other jurisdiction of incorporation or organization) |
Commission File Number: | (I.R.S. Employer Identification No.) |
500 Cummings Center, Suite 4550, Beverly Massachusetts |
01915 | |
| (Address of principal executive offices) | (Zip Code) |
(800) 215-1824
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
SECTION 2 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.
On November 1, 2022, LexaGene Holdings Inc. (the “Company”) issued a secured convertible note (the “Note”) in the aggregate principal amount of up to USD$1,600,000 to Meridian LGH Holdings 2, LLC (“Meridian”), an affiliate of an insider of the Company, pursuant to the agreement (the “Note Agreement”) between the parties dated October 24, 2022.
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. The outstanding principal of the Note will be 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 TSX Venture Exchange (the “TSXV”) prior to the date of the Note Agreement. Interest on the Note is convertible at the market price of the Shares on the TSXV at the time the interest is due and payable.
The Company will be entitled 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 will be entitled to accelerate the maturity date of the Note, and to 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.
The Note and the underlying Shares have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or under the securities laws of any state in the United States, and will be issued in reliance upon exemptions from registration under the Securities Act. The securities may not be offered or sold in the United States absent registration under the Securities Act and applicable state securities laws, unless exemptions from the registration requirements of the Securities Act and applicable state securities laws are available. The securities will be “restricted securities” as defined under Rule 144(a)(3) of the Securities Act and will contain the appropriate restrictive legends as required under the Securities Act.
SECTION 7.01 – REGULATION FD
Item 7.01 Regulation FD Disclosure
On November 1, 2022, the Company issued a news release announcing the closing of the transaction under the Note Agreement. A copy of the news release is furnished as Exhibit 99.1 hereto.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Exhibits.
(d) Exhibits
| 10.1 | Secured Convertible Note Agreement1 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
| 99.1 | News Release dated November 1, 2022 |
| 1 | Incorporated by reference from the Company’s current report on Form 8-K, filed with the SEC on October 26, 2022 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LEXAGENE HOLDINGS INC. | |||
| Date: November 1, 2022 | By: | /s/ Jeffrey Mitchell | |
| Name: | Jeffrey Mitchell | ||
| Title: | Chief Financial Officer | ||
Exhibit Index
| 99.1 | News Release dated November 1, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
