The Jenex Corporation Update
March 5, 2014
The common shares of The Jenex Corporation (TSXV: JEN.H) ("Jenex" or the "Corporation") were formerly listed and posted for trading on the TSX Venture Exchange (the "Exchange"). The Exchange suspended the Corporation's common shares on December 4, 2009 due to cease trade orders in the Provinces of Ontario, Alberta and British Columbia (the "Cease Trade Orders"). being issued against Jenex. The shares of Jenex were subsequently transferred to NEX on December 9, 2010 as the Corporation did not meet the Exchange's Continued Listing Requirements and have remained suspended on NEX.
The Cease Trade Orders were issued as a result of the Corporation's failure to file the 2009 Annual Financial Statements. Subsequent to the issuance of the Cease Trade Orders, the Corporation filed the 2009 Annual Financial Statements, the related Management's Discussion and Analysis and Certifications of Annual Filings as well as interim financial statements for and related MD&A and Certifications of Interim Filings for certain interim periods ending on April 30, 2010. Beyond these reporting periods, the Corporation could not file continuous disclosure materials on a timely basis due to a lack of funds to pay for the preparation and audit of such statements. The Corporation's failure to file the 2009 Amended Financial Statements was a result of financial distress and due to the failure of the Corporation to market and generate positive cash flow to continue to cover costs related to continuous disclosure requirements.
The Corporation applied on December 31, 2012 to the Ontario Securities Commission (the "OSC") for a partial revocation of its Cease Trade Order to enable the Corporation to carry out a financing to pay the costs required to bring itself back into full compliance with its continuous disclosure obligations and to pay necessary operating expenses. A partial revocation of the OSC's Cease Trade Order was granted on March 22, 2013.
On May 21, 2013, Jenex completed a non-brokered private placement of 10,000,006 units ("Units") at a price of $0.015 per Unit for gross proceeds of $150,000.09. Each Unit consisted of one common share ("Common Share") and one half of one Common Share purchase warrant ("Warrant"). Each full Warrant is exercisable into one Common Share at $0.10 per share until May 21, 2014. The Corporation used the funds to bring all its continuous disclosure filings up to date and pay related late filing fees and penalties. A press release was issued on May 21, 2013 announcing the closing of the private placement.
On January 22, 2014 Corporation announced that the Alberta Securities Commission, the British Columbia Securities Commission and the Ontario Securities Commission had issued a full revocation of the Cease Trade Orders.
Business of the Corporation
The Corporation's business involves medical treatment devices. While the Corporation has had limited operations in the past several years, its main product the InterceptCS, is still stocked in a major Canadian chain across the country. The InterceptCS remains the only product in Canada that has been granted permission to use a prevention claim in dealing with cold sores. While the Corporation's inventory has been written down to a nominal sum, the Corporation has approximately 19,800 units of the InterceptCS in storage and a strategy to use those units to raise awareness about the ability of the Corporation's product to prevent cold sore outbreaks. There is current demand for the activators that are sold with the InterceptCS and the Corporation is sourcing manufacturers to fulfill this demand.
The Corporation has an additional product stocked in a number of retailers which removes the sting from bug bites. With marketing support, this product could see renewed sales.
In addition to these products, the Corporation is in the early stages of developing two complementary products in the health and beauty space leveraging the same technology as the InterceptCS.
To date due to lack of funding, Jenex has not generated sufficient revenues to offset its costs (including research and development costs) and accordingly, has not generated positive cash flows or an operating profit. The Corporation has made substantial progress to negotiate with suppliers to settle trade payables and anticipates it will come to an agreement with its debtholders to restructure significant debts.
Jenex management is proposing to raise sufficient capital to re-launch the business through the completion of private placements. Management believes that the private placement can only be completed after the Corporation is listed on a stock exchange. The Corporation has applied to reinstate the Common Shares for trading on NEX. The Corporation is also investigating selling a significant portion of its existing inventory to generate cash flow.
The board of directors and management has every intention of re-invigorating the Corporation, and believes that a relisting on the NEX and eventually the TSX Venture Exchange is necessary to achieve its growth goals.
The Corporation intends to outsource the necessary talent in engineering, design, marketing and advertising, quality management, finance, legal and accounting to build and staff the organization which will be a focus for the Corporation over the next six to twelve months.
Jenex intends on re-establishing its relationship and distribution agreement for the InterceptCS with major Canadian retailers. This will be accomplished through freelance contract marketing specialists and marketing agencies dedicated to this kind of service. Jenex will pursue recognized and trusted names in Canadian retailing located in prime areas country wide.
The Corporation also intends on re-establishing its relationship and distribution agreement for its bug bite device through new distribution channels with outdoor focused Canadian and US retailers.
Direct Marketing & Social Media
Jenex recognizes the importance of establishing credibility and awareness of its products and will initiate a program to educate and inform consumers about its unique product benefits through direct marketing, using online channels and social media platforms. Jenex will commence these efforts by engaging freelance contract marketing specialists and outside agencies committed to these particular marketing channels. Although professional support is not necessary for an over-the-counter product, physician support will be sought to endorse the product as they are looked upon as trusted advisors and key recommenders of products. Trade advertising, direct mail and direct detailing will be utilized to reach this important segment.
Once sufficient capital is raised, Jenex will focus its marketing efforts on medical guest experts on TV and radio shows across the country. A national TV/radio "road show" will be coordinated to support the product launch. In addition, further sales are expected to be generated through strong "word of mouth" support.
The arrangements described above are expected to provide Jenex with national distribution and leverage to negotiate listing allowances and co-op expenditures with other retailers.
Jenex intends to hold an annual and special shareholders meeting on March 27, 2014. At that time, shareholders of the Corporation will be asked to consider a resolution continuing Jenex as a federal corporation and approving a new general by-law which is conditional upon that continuance. Shareholders will also be asked to elect the directors, appoint the auditors, confirm an advance notice by-law and approve the Corporation's stock option plan. Subject to shareholder approval, the board of directors has approved the replacement of the prior stock option plan (which was a fixed plan limited to options on 7,951,583 common shares) with a rolling stock option plan (which is limited to a maximum of 10% of the common shares in any 12 month period).
The directors of Jenex are Rob Fia, John Gamble and Peter Shippen. Peter Shippen is the President of the Corporation and Tak Wing Law is the Chief Financial Officer.
Advance Notice By-law
At the shareholders meeting, shareholders will be asked to confirm By-law No. 3 (the "Advance Notice By-law") which requires advance notice to Jenex in circumstances where nominations of persons for election to the board of directors are made by shareholders of Jenex other than pursuant to (i) a requisition to call a shareholders meeting, or (ii) a shareholder proposal made under the corporate legislation.
Among other things, the Advance Notice By-law fixes a deadline by which holders of record of common shares of Jenex must submit director nominations to Jenex prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to Jenex for the notice to be in proper written form.
In the case of an annual meeting of shareholders, notice to Jenex must be made not less than 30 nor more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.
In the case of a special meeting of shareholders (which is not also an annual meeting), notice to Jenex must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.
The Advance Notice By-law provides a clear process for shareholders to follow to nominate directors and sets out a reasonable time frame for nominee submissions along with a requirement for accompanying information. The purpose of the Advance Notice By-law is to treat all shareholders fairly by ensuring that all shareholders, including those participating in a meeting by proxy rather than in person, receive adequate notice of the nominations to be considered at a meeting and can thereby exercise their voting rights in an informed manner. In addition, the Advance Notice By-law should assist in facilitating an orderly and efficient meeting process.
Reinstatement to Trading
Jenex has been advised by the Exchange that it shares are scheduled to be reinstated to trading on NEX effective the opening Thursday, March 6, 2014.
Please visit The Jenex Corporation's new corporate website: www.thejenexcorporation.com.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements. More particularly, this press release contains statements which include the development, marketing and distribution of the Corporation's products, the development of complimentary products in the health and beauty space, the settlement of trade payables with suppliers, the completion of any private placement, and the listing of the Common Shares on a stock exchange. The forward-looking statements are based on certain expectations and assumptions made by the Corporation. Although The Corporation believes that those expectations and assumptions are reasonable, undue reliance should not be placed on the forward-looking statements because the Corporation can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those anticipated due to a number of factors and risks. In addition to other risks, the Corporation's ability to execute its business plan (including the development, marketing and distribution of its products and the staffing of its organization) will depend on the Corporation's ability to raise additional capital. There can be no assurance that private placement capital will be available to the Corporation. The listing of the Common Shares on a stock exchange will depend on the approval of that stock exchange. The forward-looking statements contained in this press release are made as of the date hereof. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities laws.
Neither the 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 press release.
Rob Fia, Chairman
Peter Shippen, CEO