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 COVID19 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. 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.
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