SQI Diagnostics, Inc. (“
SQI” or the
“
Company”) (TSX-V: SQD; OTCQB: SQIDF), a life
sciences and diagnostics company that develops and commercializes
proprietary technologies and products for advanced microarray
diagnostics, today announced that the Company’s board of directors
has appointed Robert L. Chioini as Chief Executive Officer and a
director of the Company effective August 17, 2020.
“Rob is a successful entrepreneur and
experienced CEO who has an exceptional track record of identifying
and developing new product and revenue stream opportunities,”
stated Mr. Clive J. Beddoe, Chairman of the Board of SQI. “His
experience in marketing and commercializing novel products to
capture market share and strengthen company brand will be
invaluable as we advance our product portfolio, including our
COVID-19 severity assessment tests. He is a seasoned leader with
significant understanding of public markets, corporate growth and
delivering value to shareholders. I look forward to Rob’s
leadership, and we are fortunate to have him as our CEO.”
Mr. Chioini stated, “I am incredibly excited to
assume the CEO role at SQI and about the future of the Company. I
look forward to working with the team to unlock the potential
across our suite of clinical and point of care diagnostic
products.” Mr. Chioini further stated, “Now more than ever, we see
the importance of accurate, widely available, and rapid diagnostic
tests.”
Mr. Chioini founded Rockwell Medical, Inc., a
Nasdaq-listed medical device and biopharmaceutical company, and
served as its Chairman and CEO between 1995 and 2018. Mr. Chioini
has over 30 years of operational and business development
experience in the medical industry and has extensive knowledge
regarding new product innovation, intellectual property, marketing
and sales, distribution, customer relationships and operations,
enabling him to provide critical insight into overall strategic
planning, sales and marketing strategy and operational
requirements. Mr. Chioini also has extensive experience in capital
raising and institutional transactions. Mr. Chioini attended
Michigan State University and received a Bachelor of Arts Degree in
Advertising in 1987.
Under the terms of his employment agreement (the
“Employment Agreement”), Mr. Chioini will also
serve as CEO and as a director of the Company’s wholly owned
subsidiaries, SQI US, Inc. and SQI Diagnostics Systems Inc. The
initial term of the Employment Agreement is from August 17, 2020
until August 16, 2023 and shall thereafter extend automatically for
successive one-year terms, except on written notice or if earlier
terminated. The appointment of Mr. Chioini as CEO and a director of
SQI is subject to the approval of the TSX Venture Exchange (the
“TSXV”).
In connection with the appointment of Mr.
Chioini as CEO, Eric Brouwer has stepped down as Interim CEO. He
will continue to serve as the Chief Scientific Officer and a
director of SQI.
SQI has granted to Mr. Chioini an aggregate of
29,835,062 stock options (“Options”) to purchase
common shares in the capital of the Company
(“Shares”) for a period of ten years, at an
exercise price of $0.195 per Share (the “CEO Option
Grant”), subject to earlier termination in certain
circumstances. The Options vest and become exercisable as to
one-third on each of the first, second and third anniversaries of
the date of the grant, subject to certain conditions and subject to
accelerated vesting in certain circumstances. The CEO Option Grant
is subject to disinterested shareholder approval (i.e., excluding
the votes attached to Shares beneficially owned by Mr. Chioini and
his associates) and the approval of the TSXV.
On August 17, 2020, the board of directors of
the Company also approved certain amendments to its Stock Option
Plan (the “Plan Amendments”) to allow for the CEO
Option Grant, including an amendment to the maximum number of
Shares which may be reserved for issuance under the Plan from
10% of the issued outstanding Shares at the time of a grant to
a fixed maximum of 45,898,747 Shares, representing approximately
15% of the current issued and outstanding Shares at the time
of a grant. The Plan Amendments are subject to shareholder approval
and the approval of the TSXV.
Following the Plan Amendments and the CEO Option
Grant, 41,401,517 Shares are issuable on exercise of outstanding
Options under the Company’s Stock Option Plan (representing
approximately 13.5% of the issued and outstanding Shares) and
4,497,230 Shares remain available for issuance (representing
approximately 1.5% of the issued and outstanding Shares). The
Company intends to seek shareholder approval of the Plan Amendments
and the CEO Option Grant at its next annual meeting of
shareholders. Certain insiders, who are control persons of the
Company, have each agreed to vote all common shares of the Company
that they own, directly or indirectly, in favour of resolutions
approving the Plan Amendments and the CEO Option Grant at the
meeting.
About SQI Diagnostics
SQI Diagnostics is a life sciences and
diagnostics company that develops clinical grade multiplexed
microarray and molecular assays run on its automated
instrumentation for the pharmaceutical research, animal health, and
clinical diagnostics markets. SQI develops custom research and
diagnostic assays that are multiplexed; meaning the simplification,
consolidation and automation of many individual tests into one.
This increases sample throughput, reduces time, cost and chance for
human error, and provides excellent data quality. For more
information, please visit www.sqidiagnostics.com.
Contact:
Chief Financial Officer Morlan Reddock 416.674.9500 ext. 277
mreddock@sqidiagnostics.com
FORWARD-LOOKING INFORMATION
This press release contains certain
words and statements, which may constitute “forward-looking
statements” within the meaning of applicable securities laws
relating to future events or future performance and reflect the
current expectations and assumptions of the Company regarding its
growth, results of operations, performance, business prospects and
opportunities. These statements generally can be identified by use
of forward-looking words such as “may”, “would”, “could”, “will”,
“should”, “expect”, “plan”, “estimate”, “anticipate”, “intends”,
“believe”, “potential”, or “continue” or the negative thereof or
similar variations. The Company’s actual results and performance
discussed herein could differ materially from those expressed or
implied by such statements. Such statements are qualified in their
entirety by the inherent risks and uncertainties surrounding future
expectations. Important factors that could cause actual results to
differ materially from expectations include, among other things,
general economic and market factors, competition,
the effect of the global pandemic and consequent economic
disruption, and the factors detailed in the Company’s ongoing
filings with the securities regulatory authorities, available at
www.sedar.com. Although the forward-looking statements contained
herein are based on what we consider to be reasonable assumptions
based on information currently available to us, there can be no
assurance that actual events, performance or results will be
consistent with these forward looking statements, and our
assumptions may prove to be incorrect. Readers are cautioned not to
place undue reliance on these forward-looking statements. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements either as a result of new information,
future events or otherwise, except as required by applicable
law.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
SQI Diagnostics (TSXV:SQD)
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