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NexgenRx Announces Amendment of Share Capital, Creation and Issuance of Series 1 Preferred Shares
TORONTO, ON / July 9, 2020 / ACCESSWIRE / NEXGENRX INC. (TSXV:NGX) ("NexgenRx" or the "Corpo...
About this update from Nexgenrx Inc.
[{"type":"text","content":"NexgenRx Announces Amendment of Share Capital, Creation and Issuance of Series 1 Preferred SharesTORONTO, ON / July 9, 2020 / ACCESSWIRE / NEXGENRX INC. (TSXV:NGX) (\"NexgenRx\" or the \"Corporation\") is pleased to announce that it has given effect to the amendment of its share capital, as approved at the annual meeting of shareholders on May 27, 2020, with the removal of its previous five (5) classes of preferred shares and the replacement thereof with a single class of preferred shares, issuable in series. The directors have also approved the creation of a first series of preferred shares (the \"Series 1 Preferred Shares\"), which have the following attributes:Non-voting;Non-convertible into common shares;Priority over common shares upon liquidation, dissolution or wind-up;Coupon rate of 8% per annum, to be issued as a preferred dividend annually;Eligible to receive general dividends on the same basis as holders of common shares;Issue price of $0.25 per share (closing market price of common shares over the previous 30 days is between $0.17 and $0.20);In the event of a liquidity event (being a transaction resulting in an offer and sale of all of the common shares or all or substantially all of the assets of the Corporation), holders of Series 1 Preferred Shares would be entitled to receive an amount per share as is equal to the offer price for the common shares, less the issuance price of the Series 1 Preferred Shares (being $0.25); andTotal aggregate value up to a maximum of $2,000,000 (8,000,000 Series 1 Preferred Shares).Following the creation of the Series 1 Preferred Shares, the Corporation has issued an aggregate of 5,800,000 Series 1 Preferred Shares at an ascribed price of $0.25 per share. The consideration payable for the foregoing Series 1 Preferred Shares consists of the retirement of outstanding shareholder loans in the aggregate amount of $1,450,000, which accrue interest at a rate of 8% per annum and are due on January 1, 2021 (the \"Current Loans\"). Of the foregoing principal amount, $425,000 was advanced by and was owing to insiders of the Corporation. The balance of these Current Loans ($1,025,000) was advanced by and was owing to non-insiders of the Corporation. In accordance with applicable securities laws, all of the Series 1 Preferred Shares issued today are subject to a four (4) month plus one day hold p...