RESULTING ISSUER TO START TRADING ON THE TSXV
ON NOVEMBER 18, 2021 UNDER SYMBOL
"XYBN"
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Nov. 15, 2021 /CNW/ - Gravitas One Capital
Corp. ("GONE"), a capital pool company listed on
the TSX Venture Exchange (TSXV: GONE.P), is pleased to announce
that it has completed its qualifying transaction (the
"Qualifying Transaction") with Xybion
Corporation ("Xybion"), a Delaware-based company specializing in
low-code technology-based cloud software solutions. The resulting
issuer, Xybion Digital Inc. (the "Resulting Issuer") and its
class A subordinate voting shares ("SVS") are anticipated to
start trading on the TSX Venture Exchange on November 18, 2021, under the stock symbol
"XYBN".
As part of the Qualifying Transaction, the subscription receipts
issued by Xybion BC Finco Ltd. ("Finco"), a wholly-owned
subsidiary of Xybion, on August 6,
2021 pursuant to a brokered private placement (the
"Subscription Receipts"), were converted into SVS of the
Resulting Issuer. The private placement, which was completed
through a syndicate of agents led by Stifel GMP (the "Lead
Agent") and including Echelon Wealth Partners Inc. and Gravitas
Securities Inc. (together with the Lead Agent, the
"Agents"), consisted of 696,404 Subscription Receipts issued
at CDN$3.20 per Subscription Receipt
for gross proceeds of CDN$2,228,492.80. The proceeds will assist the
Resulting Issuer in pursuing its growth strategy, including
acquisitions.
"Listing on the TSXV is an important part of Xybion's growth
strategy," said Pradip Banerjee, CEO
of the Resulting Issuer, "We have developed a unique low-code
software platform to help life sciences companies to digitally
transform their operations to safely accelerate the development and
regulatory approvals of life saving treatments for people
everywhere. We believe that the TSXV listing will deliver
access to liquidity and growth capital that will help us to attract
talent, profitably scale faster, and generate excellent returns for
shareholders. We are excited about our future together."
The Agents received a cash commission of CDN$132,017.18, representing 6% of gross proceeds
for the sold Subscription Receipts (other than those sold to
certain identified buyers for which the Agents received a cash
commission of 3%) as well as 41,255 compensation options
exercisable into Finco common shares. Through the Qualifying
Transaction, the compensation options were replaced by compensation
options exercisable into SVS of the Resulting Issuer equal to 6% of
the number of Subscription Receipts sold (3% in respect of certain
identified purchasers).
Prior to the completion of the Qualifying Transaction, GONE
effected a consolidation of its outstanding common shares on the
basis of one post-consolidation common share for every 10.65
pre-consolidation common shares. Furthermore, the Resulting Issuer
implemented a three-class share structure with SVS, Class B
Proportionate Voting Shares ("PVS") and Class C
Proportionate Non-Voting Shares ("NVS"), collectively, the
SVS, PVS and NVS, the "Resulting Issuer Shares"). Each
SVS carries one vote per share and each PVS carries 100 votes per
share. Each NVS is a non-voting share.
Prior to the completion of the Qualifying Transaction, Xybion
effected a consolidation of its outstanding shares of common stock
on the basis of one post-consolidation share of common stock for
every 2.95 pre-consolidation shares of common stock. As part
of the Qualifying Transaction, all of the outstanding shares of
common stock of Xybion were exchanged for 60,532.24 PVS,
convertible into SVS on a 1:100 basis and 4,479.4234 NVS
convertible into SVS on a 1:10,000 basis. In addition, the
Qualifying Transaction was completed through the conversion of all
of Xybion's and Finco's securities exercisable or exchangeable for,
or convertible into, or other rights to acquire Xybion or Finco
securities outstanding, including those acquired by way of the
private placement.
The Qualifying Transaction was done by way of a three-cornered
amalgamation and a reverse-triangular merger pursuant to which,
among other things, (i) Finco amalgamated with a wholly-owned BC
subsidiary of GONE, incorporated for the purposes of the Qualifying
Transaction, to become a wholly-owned BC subsidiary of GONE; and
(ii) a wholly-owned U.S. subsidiary of GONE, incorporated for the
purposes of the Qualifying Transaction, merged with and into
Xybion, with Xybion as the surviving corporation and a wholly-owned
U.S. subsidiary of GONE.
Following completion of the Qualifying Transaction, the officers
and directors of the Resulting Issuer are as follows:
- Pradip Banerjee, Chairman of the
Board, Chief Executive Officer, Director
- Steven Porfano, Chief Financial
Officer
- Kamal Biswas, Chief Operating
Officer, President
- Peter Bailey, Director
- William (Bill) Cheliak,
Director
- Mary LeBlanc, Director
- John McCoach, Director
As a result of the Qualifying Transaction, the security holder
of Xybion holds 60,532.24 PVS (or on an as converted basis to SVS,
6,053,224 SVS) and 4,479.4234 NVS (or on an as converted basis to
SVS, 44,794,234 SVS) representing approximately 80% of the issued
and outstanding SVS and PVS, on an as converted basis to SVS
("Voting Shares"). The current shareholders of GONE hold
816,902 SVS representing approximately 10.8% of the outstanding
Voting Shares. Investors in the private placement hold
696,404 SVS representing approximately 9.2% of the outstanding
Voting Shares. Percentages are not expressed on a fully diluted
basis.
The SVS will be listed and posted for trading on the TSX Venture
Exchange ("TSXV") under the symbol "XYBN", and are expected
to commence trading on November 18,
2021 at market open. The PVS and NVS will not be listed for
trading on the TSXV but may be converted into SVS in certain
circumstances. Each PVS shall be convertible into such number
of SVS as is determined by multiplying the number of PVS in respect
of which the share conversion right is exercised by 100 and each
NVS shall be convertible into such number of SVS as is determined
by multiplying the number of NVS in respect of which the share
conversion right is exercised by 10,000.
Following the completion of the Qualifying Transaction, a total
of 1,513,306 SVS, 60,532.24 PVS and 4,479.4234 NVS (such PVS
convertible into an aggregate of 6,053,224 SVS and such NVS
convertible into an aggregate of 44,794,234 SVS) representing a
total of 52,360,764 SVS on an as converted basis into SVS are
issued and outstanding.
In accordance with TSXV policies, a total of 347,415 SVS
(3,700,000 GONE common shares, pre-consolidation and before the
completion of the Qualifying Transaction) will remain subject to
the CPC Escrow Agreement. A total of 16,129 SVS, 60,532.24
PVS, 4,479.4234 NVS, 4,063,292 Resulting Issuer legacy options
(the "Resulting Issuer Legacy Options") and 8,062
Resulting Issuer Warrants will be in escrow as "Value
Shares". Furthermore, certain non-Principal holders of an
aggregate of 297,081 Xybion Legacy Options will be subject to seed
share resale restrictions ("SSRRs") pursuant to a pooling
agreement. The terms of the SSRRs are based on the length of time
such Xybion Legacy Options have been held and the price at which
such Xybion Legacy Options were originally issued.
As a result of the completion of the Qualifying Transaction,
Chief Executive Officer and Chairman of the Board of Directors of
the Resulting Issuer Mr. Pradip
Banerjee acquired ownership and control of 7,814 SVS,
representing 0.52% of the issued and outstanding SVS, 470,844
Resulting Issuer Legacy Options and 3,907 Resulting Issuer Warrants
and has control over 60,532.24 PVS and 4,479.4235 NVS which are
owned by Banerjee Group, LLC, an entity controlled by Mr. Banerjee,
which represent 100% of the issued and outstanding PVS and NVS.
Assuming the exercise of Mr. Banerjee's Resulting Issuer Legacy
Options and Resulting Issuer Warrants, and the conversion of the
PVS and NVS owned by Banerjee Group, LLC into SVS, Mr. Banerjee,
together with Banerjee Group, LLC, will have ownership or control
over 51,340,023 SVS, representing 97.2% on a partial diluted basis
on an as converted basis to SVS. The securities of the Resulting
Issuer owned and controlled by Mr. Banerjee are being held for
investment purposes. Mr. Banerjee did not hold shares in GONE prior
to closing of the Qualifying Transaction.
To obtain a copy of the early warning report to be filed in
connection with the receipt of SVS, PVS, NVS, Xybion Legacy
Options, Resulting Issuer Options, and Resulting Issuer Warrants in
connection with the Qualifying Transaction, please visit the
Resulting Issuer's profile on SEDAR at www.sedar.com or please
contact Pradip Banerjee at
609-512-5790. The head office of the Resulting Issuer is located at
105 College Street E., Princeton, New
Jersey, United States,
08540.
In connection with the Qualifying Transaction, the auditor of
Xybion, Rotenberg Meril Solomon Bertiger & Guttilla, P.C., has
been appointed the auditor of the Resulting Issuer.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. The securities
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "U.S. Securities Act"), or any
state securities laws and may not be offered or sold in
the "United States" (as such term
is defined in Regulation S under the U.S. Securities Act) unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
Advisors
Fasken Martineau DuMoulin LLP acted as Canadian counsel to
Xybion and Troutman Pepper Hamilton Sanders LLP acted as U.S.
counsel to Xybion. DuMoulin Black LLP acted as legal counsel to
GONE and Stifel Nicolaus Canada Inc. acted as lead agent on the
Private Placement. Stikeman Elliott LLP acted as counsel to the
Agents in the private placement.
About Xybion Digital Inc.
Xybion Digital is a leading low–code technology-based cloud
software solution offering unified end–to–end cloud software as a
SaaS (software as a service) for core business processes like
research and development, testing laboratory operations, workplace
and employee health and safety management with embedded compliance,
quality, risk and enterprise content management systems all on a
single cloud and a single database. For more than 40 years, Xybion
Digital's software and services help corporations solve end–to–end
business problems and create new digital capabilities, speed up
innovation, make critical medicines available to patients faster
while reducing compliance risks and achieving cost savings. Serving
more than 160 customers in 25 countries, Xybion Digital has the
global scale and expertise to optimize workflows and manage complex
business processes. Xybion Digital's broad and diverse customer
base is comprised of major global corporations in the
pharmaceutical, biotechnology, contract research, diagnostic and
testing laboratories, health systems, and government
agencies.
About Gravitas One Capital Corp.
Gravitas One Capital Corp. was incorporated under the
Business Corporations Act (British
Columbia) on June 25, 2020,
and is a capital pool company listed on the TSXV. GONE has no
commercial operations and has no assets other than cash. The
company's only business is to identify and evaluate assets or
businesses with a view to completing a qualifying transaction.
Forward–Looking Statements
This news release may contain forward–looking
statements (within the meaning of applicable securities laws) which
reflect the Resulting Issuer's current expectations regarding
future events. Forward-looking statements are identified by words
such as "believe", "anticipate", "project", "expect", "intend",
"plan", "will", "may", "estimate" and other similar expressions.
These statements are based on the Resulting Issuer's expectations,
estimates, forecasts and projections and include, without
limitation, statements regarding the future success of the
Resulting Issuer's business. The forward-looking statements
in this news release are based on certain assumptions, including
without limitation the Shares beginning trading on the TSXV. The
forward-looking statements are not guarantees of future performance
and involve risks and uncertainties that are difficult to control
or predict. A number of factors could cause actual results to
differ materially from the results discussed in the forward-looking
statements. Readers, therefore, should not place undue reliance on
any such forward-looking statements. Please refer to risks set
forth in the Resulting Issuer's Filing Statement dated November 10, 2021 and the Resulting Issuer's
continuous disclosure documents that can be found on SEDAR at
www.sedar.com. The forward-looking
statements are made as of the date of this news release and, except
as expressly required by applicable law, the Resulting Issuer
assumes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this
release.
All information contained in this press release with respect
to GONE and Xybion was supplied by the parties respectively, for
inclusion herein, without independent review by the other party,
and each party and its directors and officers have relied on the
other party for any information concerning the other party.
SOURCE Xybion Digital Inc.