SOURCE: Lexington Biosciences, Inc.

Lexington Biosciences, Inc.

May 09, 2017 09:00 ET

Lexington Biosciences Commences Trading on Canadian Securities Exchange (CSE: LNB)

VANCOUVER, BC--(Marketwired - May 9, 2017) -  Lexington Biosciences, Inc. (CSE: LNB) (CNSX: LNB) (CSE: LNB.CN) (the "Company" or "Lexington"), a development-stage medical device company operating within the healthcare industry, is pleased to announce that the Company has commenced trading on the Canadian Securities Exchange (the "Exchange") effective May 9, 2017 under the symbol "LNB."

Transaction and Private Placement
The Company completed an acquisition on December 21, 2016, whereby the Company acquired 100% of the issued and outstanding common shares of Lexington Biosciences Inc. (now Lexington Biosciences Holdings Corp.), a company incorporated under the laws of British Columbia ("Lexington Holdings") in exchange for 8,000,001 common shares issued to the shareholders of Lexington Holdings. Certain shares issued to the principals of the Company are subject to escrow conditions required by applicable securities laws and Exchange requirements.

In connection with the acquisition, the Company closed a private placement on November 24, 2016 and December 20, 2016 (the "Private Placement") consisting of an aggregate of 6,250,000 units (the "Units") at a price of $0.20 per Unit for gross proceeds of $1,250,000. Each Unit consisted of one common share in the capital of the Company (a "Share") and one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional Share at an exercise price of $0.30 for a period of 12 months from the issuance date. 

In connection with the Private Placement, Lexington paid aggregate finder's fees of $80,400 and issued 502,500 common share purchase warrants (the "Finder Warrants"). Each Finder Warrant is exercisable for one Share at an exercise price of $0.30 per Share. 101,000 Finder Warrants are exercisable until November 24, 2017 and 401,500 Finder Warrants are exercisable until December 20, 2017.

Pursuant to applicable securities laws, all securities issued in connection with the Private Placement were subject to a hold period of four months and one day from the date of issuance. The hold period on 1,260,000 Shares expired on March 25, 2017 and the hold period on 4,990,000 Shares expired on April 21, 2017.

For further details on the acquisition and the Private Placement see the Company's final prospectus dated March 31, 2017 (a copy of which is available under the Company's SEDAR profile at www.sedar.com).

The securities issued pursuant to the Transaction and the Private Placement have not been registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities issued by the Company pursuant to the Transaction and the Private Placement are "restricted securities" as defined under Rule 144(a)(3) of the U.S. Securities Act and contain the appropriate restrictive legends as required under the U.S. Securities Act and Canadian Securities Administrators National Instrument 45-102.

Stock Option Incentive Plan and Option Grant
In connection with the Company's Exchange listing, the Company issued an aggregate 1,800,000 incentive stock options (the "Options") in accordance with the Company's stock option plan (the "Option Plan") to certain directors, officers and consultants of the Company. The Options entitle the respective optionee to purchase one Share at an exercise price of $0.20 per Share. All Options may be exercised until May 9, 2022 unless terminated pursuant to the terms of the Option Plan. The Options and any Shares issued upon exercise will be subject to a four-month resale restriction from the date of grant.

The Option Plan adopted by the board of directors (the "Board") concurrent with the closing of the Transaction is a "rolling" stock option plan, pursuant to which the Board may from time to time, in its discretion, and in accordance with Exchange and regulatory requirements, grant to directors, officers, employees and consultants, non-assignable and non-transferable options to purchase shares of common, provided that the number of Shares reserved for issuance will not exceed 10% of the then issued and outstanding common shares of the Company.

About Lexington Biosciences, Inc. (CSE: LNB)
Lexington Biosciences is a medical device company developing the HeartSentry, a new non-invasive diagnostic device to measure and monitor cardiovascular health by assessing the function of a person's vascular endothelium -- the vital innermost lining of a person's cardiovascular system. Currently, this is measured by using ultrasound. The HeartSentry core technology was created at the University of California Berkeley over a fifteen-year R&D period involving many research studies and product iterations resulting in portfolio of multiple pending and issued patents licensed to the company. The company is in the final stages of releasing the developed product for clinical studies. Our aim is to make HeartSentry accurate, quick, and cost effective so it can become the standard of care for cardiologists, general practitioners, and ultimately patients for first line evaluation of a person's cardiovascular health. Lexington is engaged with the US FDA and other regulatory agencies on the required product approvals for the HeartSentry. For more information about the company please visit: https://lexingtonbiosciences.com/.

Eric Willis
CEO & 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.

This news release contains forward-looking statements relating to the completion of the listing of the Company's shares on the Canadian Securities Exchange and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include the failure to satisfy the conditions of the Canadian Securities Exchange and other risks detailed from time to time in the filings made by the Company with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.

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