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): February 824, 2023

LEXAGENE HOLDINGS INC.

(Exact name of registrant as specified in its charter)

British Columbia	000-56456	None
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS 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

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	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))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).

Emerging growth company x

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. x

SECTION 5 1 – ~~CORPORATE~~REGISTRANT’S ~~GOVERNANCE~~BUSINESS AND ~~MANAGEMENT~~OPERATIONS

Item 51.~~07.~~03 ~~Submission~~Bankruptcy ofor ~~Matters to a Vote of Security Holders~~Receivership

~~Results~~On February 24, 2023, LexaGene Holdings Inc. (the “Company”) filed for liquidation under Chapter 7 of Title 11 of the United ~~Annual~~States ~~Meeting~~Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of ~~Stockholders~~Massachusetts (the “Bankruptcy Court”), located in Boston, Massachusetts. A Chapter 7 trustee will be appointed by the Bankruptcy Court and will assume control over the assets and liabilities of the Company, effectively eliminating the authority and powers of the Board of Directors of the Company and its executive officers to act on behalf of the Company. The assets of the Company will be liquidated and claims paid in accordance with the Bankruptcy Code.

AnSECTION ~~Annual~~7 ~~Meeting~~– ofREGULATION ~~Stockholders (the “AGM”) of LexaGene Holdings Inc. (the “Company”) was held on February 8, 2023 to approve the agenda items described below.~~FD

~~Proxies~~Item ~~for~~7.01 ~~the AGM were solicited pursuant to~~ Regulation ~~14A~~ ~~under~~FD ~~the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Company’s solicitation.~~Disclosure

AOn ~~total~~February ~~of 66~~24,~~679,292~~ ~~shares 47.45% of the 140~~2023,~~523,355 issued~~ ~~and outstanding shares of~~ the Company’s ~~common~~issued ~~stock entitled to vote as of December 19, 2022, the record date for the AGM) were present in person or by proxy, constituted~~ a ~~quorum for the transaction of business and were voted at the AGM. The agenda items~~press ~~submitted~~release atannouncing ~~the AGM were passed as described below. Percentages indicated below reflect the percentage of the total number of shares voted at the AGM with respect to~~ that ~~agenda item.~~:

~~Agenda Item~~· ~~1.     To~~it ~~elect~~has ~~five~~ceased ~~directors:~~operations, laid off its staff, and filed for liquidation under Chapter 7 of the Bankruptcy Code;

Nominee	For				Withheld
Dr. John (Jack) Regan		41,595,913	94.54	%		2,401,640	5.46	%
Tom Slezak		41,446,012	94.20	%		2,551,541	5.80	%
Dr. Jane Sykes		41,593,806	94.54	%		2,403,747	5.46	%
Joseph Caruso		41,237,024	93.73	%		2,760,529	6.27	%
Stephen Matrocola		41,489,612	94.30	%		2,507,941	5.70	%

such filing will result in the appointment of a federal bankruptcy trustee to wrap up the Company’s affairs; and

~~There~~· ~~were~~at ~~22,681,739~~this ~~broker~~time ~~non-votes~~the ~~with~~Company ~~respect to~~does ~~this~~not ~~agenda~~expect ~~item.~~that ~~Votes~~any ~~that~~liquidation ~~were~~proceeds ~~withheld~~realized ~~and~~by ~~broker~~the ~~non-votes~~bankruptcy ~~were~~trustee ~~counted~~will ~~for~~be sufficient to satisfy the ~~purposes~~claims of ~~determining~~all ~~the~~creditors, ~~presence~~and orit ~~absence of~~is aunlikely ~~quorum~~that ~~but~~the ~~had~~Company’s noshareholders ~~other~~will ~~effect~~be oneligible ~~the~~to ~~election~~participate in any distribution of ~~directors~~liquidation proceeds.

~~Agenda Item~~A ~~2.    To~~copy ~~ratify~~of the ~~appointment~~news ofrelease ~~RSM~~is USsubmitted ~~LLP~~ as ~~the Company’s~~Exhibit ~~independent registered public accounting firm for the fiscal year ending February 28, 2023~~99.1 ~~The votes cast for or against this agenda item, and the number of abstentions, were as follows:~~hereto.

For								Against								Abstain
	63,183,750				94.76	%			-				-	%			3,495,542				5.24	%

Abstentions were counted for purposes of determining the presence or absence of a quorum, and abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item.

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Agenda Item 3.     To ratify and approve, by a disinterested shareholder majority vote, the Company’s Amended and Restated Omnibus Incentive Plan (the “Omnibus Incentive Plan”). For these purposes, “disinterested shareholders” of the Company who were entitled to vote on this agenda item were shareholders other than insiders of the Company and their respective affiliates. Insiders who were precluded from voting on this item consisted of the Company’s officers and directors, as well as persons who have beneficial ownership of, and/or control or direction over, directly or indirectly, more than ten percent (10%) of the Company’s common shares. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

For								Against								Abstain
	37,455,262				85.13	%			4,855,307				11.04	%			1,686,984				3.83	%

There were 22,681,739 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be “votes cast”, and therefore had no effect on the vote with respect to this proposal.

Agenda Item 4.     To ratify and approve, by a disinterested shareholder majority vote, an increase in the fixed maximum number of common shares reserved for issuance upon exercise of stock options pursuant to the Omnibus Incentive Plan, by an additional 1,445,946 common shares, to a total of 9,800,016 common shares. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

For								Against								Abstain
	11,148,544				60.29	%			6,038,358				32.65	%			1,305,677				7.06	%

Agenda Item 5.     To ratify and approve, by a disinterested shareholder majority vote, an increase in the fixed maximum number of common shares reserved for issuance upon conversion of restricted share units pursuant to the Omnibus Incentive Plan, by an additional 1,445,946 common shares, to a total of 9,800,016 common shares. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

For								Against								Abstain
	11,619,568				62.83	%			5,539,071				29.95	%			1,333,941				7.21	%

There were 22,681,738 broker non-votes with respect to this agenda item. Broker non-votes and abstentions were counted for purposes of determining the presence or absence of a quorum. Abstentions were deemed to be “votes cast” and had the same effect as a vote against this agenda item. Broker non-votes were not deemed to be “votes cast”, and therefore had no effect on the vote with respect to this proposal.

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Agenda Item 6.     To approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The votes cast for or against this agenda item, and the number of abstentions, were as follows:

For								Against								Abstain
	37,297,110				84.77	%			4,981,895				11.32	%			1,718,548				3.91	%

Determination on Frequency of Shareholder Vote on the Compensation of Executives

The Company’s Board of Directors has determined to include on an annual basis a shareholder vote on the compensation of executives in its proxy materials until the next required vote on the frequency of shareholder votes on the compensation of executives.

SECTION 8 – OTHER EVENTS

Item 8.01 Other Events

On February 8, 2023, subsequent to the AGM the Company’s Board of Directors approved by written consent resolution the reappointment of the following officers:

Dr. John (Jack) Regan President and Chief Executive Officer; Jeff Mitchell Chief Financial Officer, Corporate Secretary and Treasurer; and Steven Armstrong Chief Operating Officer

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SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit		Description
99.1		Press release dated February 24, 2023
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

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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: February 8, 2023	By:	/s/ Jeff Mitchell
DATE: February 24, 2023	By:	/s/Jack Regan
		Jeff Mitchell
		Dr. Jack Regan
		Chief Financial Officer
		Chief Executive Officer

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