Xybion Digital Inc. (formerly Gravitas One Capital Corp.) Announces Completion of Qualifying Transaction

RESULTING ISSUER TO START TRADING ON THE TSXV ON NOVEMBER 18, 2021 UNDER SYMBOL "XYBN"

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

VANCOUVER, BC, Nov. 15, 2021 /CNW/ - Gravitas One Capital Corp. ("GONE"), a capital pool company listed on the TSX Venture Exchange (TSXV: GONE.P), is pleased to announce that it has completed its qualifying transaction (the "Qualifying Transaction") with Xybion Corporation ("Xybion"), a Delaware-based company specializing in low-code technology-based cloud software solutions. The resulting issuer, Xybion Digital Inc. (the "Resulting Issuer") and its class A subordinate voting shares ("SVS") are anticipated to start trading on the TSX Venture Exchange on November 18, 2021, under the stock symbol "XYBN".

As part of the Qualifying Transaction, the subscription receipts issued by Xybion BC Finco Ltd. ("Finco"), a wholly-owned subsidiary of Xybion, on August 6, 2021 pursuant to a brokered private placement (the "Subscription Receipts"), were converted into SVS of the Resulting Issuer. The private placement, which was completed through a syndicate of agents led by Stifel GMP (the "Lead Agent") and including Echelon Wealth Partners Inc. and Gravitas Securities Inc. (together with the Lead Agent, the "Agents"), consisted of 696,404 Subscription Receipts issued at CDN$3.20 per Subscription Receipt for gross proceeds of CDN$2,228,492.80. The proceeds will assist the Resulting Issuer in pursuing its growth strategy, including acquisitions.  

"Listing on the TSXV is an important part of Xybion's growth strategy," said Pradip Banerjee, CEO of the Resulting Issuer, "We have developed a unique low-code software platform to help life sciences companies to digitally transform their operations to safely accelerate the development and regulatory approvals of life saving treatments for people everywhere.  We believe that the TSXV listing will deliver access to liquidity and growth capital that will help us to attract talent, profitably scale faster, and generate excellent returns for shareholders. We are excited about our future together."

The Agents received a cash commission of CDN$132,017.18, representing 6% of gross proceeds for the sold Subscription Receipts (other than those sold to certain identified buyers for which the Agents received a cash commission of 3%) as well as 41,255 compensation options exercisable into Finco common shares. Through the Qualifying Transaction, the compensation options were replaced by compensation options exercisable into SVS of the Resulting Issuer equal to 6% of the number of Subscription Receipts sold (3% in respect of certain identified purchasers).

Prior to the completion of the Qualifying Transaction, GONE effected a consolidation of its outstanding common shares on the basis of one post-consolidation common share for every 10.65 pre-consolidation common shares. Furthermore, the Resulting Issuer implemented a three-class share structure with SVS, Class B Proportionate Voting Shares ("PVS") and Class C Proportionate Non-Voting Shares ("NVS"), collectively, the SVS, PVS and NVS, the "Resulting Issuer Shares").  Each SVS carries one vote per share and each PVS carries 100 votes per share. Each NVS is a non-voting share.

Prior to the completion of the Qualifying Transaction, Xybion effected a consolidation of its outstanding shares of common stock on the basis of one post-consolidation share of common stock for every 2.95 pre-consolidation shares of common stock.  As part of the Qualifying Transaction, all of the outstanding shares of common stock of Xybion were exchanged for 60,532.24 PVS, convertible into SVS on a 1:100 basis and 4,479.4234 NVS convertible into SVS on a 1:10,000 basis.  In addition, the Qualifying Transaction was completed through the conversion of all of Xybion's and Finco's securities exercisable or exchangeable for, or convertible into, or other rights to acquire Xybion or Finco securities outstanding, including those acquired by way of the private placement.

The Qualifying Transaction was done by way of a three-cornered amalgamation and a reverse-triangular merger pursuant to which, among other things, (i) Finco amalgamated with a wholly-owned BC subsidiary of GONE, incorporated for the purposes of the Qualifying Transaction, to become a wholly-owned BC subsidiary of GONE; and (ii) a wholly-owned U.S. subsidiary of GONE, incorporated for the purposes of the Qualifying Transaction, merged with and into Xybion, with Xybion as the surviving corporation and a wholly-owned U.S. subsidiary of GONE. 

Following completion of the Qualifying Transaction, the officers and directors of the Resulting Issuer are as follows:

• Pradip Banerjee, Chairman of the Board, Chief Executive Officer, Director
• Steven Porfano, Chief Financial Officer
• Kamal Biswas, Chief Operating Officer, President
• Peter Bailey, Director
• William (Bill) Cheliak, Director
• Mary LeBlanc, Director
• John McCoach, Director

As a result of the Qualifying Transaction, the security holder of Xybion holds 60,532.24 PVS (or on an as converted basis to SVS, 6,053,224 SVS) and 4,479.4234 NVS (or on an as converted basis to SVS, 44,794,234 SVS) representing approximately 80% of the issued and outstanding SVS and PVS, on an as converted basis to SVS ("Voting Shares"). The current shareholders of GONE hold 816,902 SVS representing approximately 10.8% of the outstanding Voting Shares.  Investors in the private placement hold 696,404 SVS representing approximately 9.2% of the outstanding Voting Shares. Percentages are not expressed on a fully diluted basis.

The SVS will be listed and posted for trading on the TSX Venture Exchange ("TSXV") under the symbol "XYBN", and are expected to commence trading on November 18, 2021 at market open. The PVS and NVS will not be listed for trading on the TSXV but may be converted into SVS in certain circumstances.  Each PVS shall be convertible into such number of SVS as is determined by multiplying the number of PVS in respect of which the share conversion right is exercised by 100 and each NVS shall be convertible into such number of SVS as is determined by multiplying the number of NVS in respect of which the share conversion right is exercised by 10,000.

Following the completion of the Qualifying Transaction, a total of 1,513,306 SVS, 60,532.24 PVS and 4,479.4234 NVS (such PVS convertible into an aggregate of 6,053,224 SVS and such NVS convertible into an aggregate of 44,794,234 SVS) representing a total of 52,360,764 SVS on an as converted basis into SVS are issued and outstanding.

In accordance with TSXV policies, a total of 347,415 SVS (3,700,000 GONE common shares, pre-consolidation and before the completion of the Qualifying Transaction) will remain subject to the CPC  Escrow Agreement. A total of 16,129 SVS, 60,532.24 PVS, 4,479.4234 NVS, 4,063,292 Resulting Issuer legacy options (the "Resulting Issuer Legacy Options") and 8,062 Resulting Issuer Warrants will be in escrow as "Value Shares".  Furthermore, certain non-Principal holders of an aggregate of 297,081 Xybion Legacy Options will be subject to seed share resale restrictions ("SSRRs") pursuant to a pooling agreement. The terms of the SSRRs are based on the length of time such Xybion Legacy Options have been held and the price at which such Xybion Legacy Options were originally issued.

As a result of the completion of the Qualifying Transaction, Chief Executive Officer and Chairman of the Board of Directors of the Resulting Issuer Mr. Pradip Banerjee acquired ownership and control of 7,814 SVS, representing 0.52% of the issued and outstanding SVS, 470,844 Resulting Issuer Legacy Options and 3,907 Resulting Issuer Warrants and has control over 60,532.24 PVS and 4,479.4235 NVS which are owned by Banerjee Group, LLC, an entity controlled by Mr. Banerjee, which represent 100% of the issued and outstanding PVS and NVS. Assuming the exercise of Mr. Banerjee's Resulting Issuer Legacy Options and Resulting Issuer Warrants, and the conversion of the PVS and NVS owned by Banerjee Group, LLC into SVS, Mr. Banerjee, together with Banerjee Group, LLC, will have ownership or control over 51,340,023 SVS, representing 97.2% on a partial diluted basis on an as converted basis to SVS. The securities of the Resulting Issuer owned and controlled by Mr. Banerjee are being held for investment purposes. Mr. Banerjee did not hold shares in GONE prior to closing of the Qualifying Transaction.

To obtain a copy of the early warning report to be filed in connection with the receipt of SVS, PVS, NVS, Xybion Legacy Options, Resulting Issuer Options, and Resulting Issuer Warrants in connection with the Qualifying Transaction, please visit the Resulting Issuer's profile on SEDAR at www.sedar.com or please contact Pradip Banerjee at 609-512-5790. The head office of the Resulting Issuer is located at 105 College Street E., Princeton, New Jersey, United States, 08540.

In connection with the Qualifying Transaction, the auditor of Xybion, Rotenberg Meril Solomon Bertiger & Guttilla, P.C., has been appointed the auditor of the Resulting Issuer.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold in the "United States" (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Advisors

Fasken Martineau DuMoulin LLP acted as Canadian counsel to Xybion and Troutman Pepper Hamilton Sanders LLP acted as U.S. counsel to Xybion. DuMoulin Black LLP acted as legal counsel to GONE and Stifel Nicolaus Canada Inc. acted as lead agent on the Private Placement. Stikeman Elliott LLP acted as counsel to the Agents in the private placement.

About Xybion Digital Inc.

Xybion Digital is a leading low–code technology-based cloud software solution offering unified end–to–end cloud software as a SaaS (software as a service) for core business processes like research and development, testing laboratory operations, workplace and employee health and safety management with embedded compliance, quality, risk and enterprise content management systems all on a single cloud and a single database. For more than 40 years, Xybion Digital's software and services help corporations solve end–to–end business problems and create new digital capabilities, speed up innovation, make critical medicines available to patients faster while reducing compliance risks and achieving cost savings. Serving more than 160 customers in 25 countries, Xybion Digital has the global scale and expertise to optimize workflows and manage complex business processes. Xybion Digital's broad and diverse customer base is comprised of major global corporations in the pharmaceutical, biotechnology, contract research, diagnostic and testing laboratories, health systems, and government agencies. 

About Gravitas One Capital Corp.

Gravitas One Capital Corp. was incorporated under the Business Corporations Act (British Columbia) on June 25, 2020, and is a capital pool company listed on the TSXV. GONE has no commercial operations and has no assets other than cash. The company's only business is to identify and evaluate assets or businesses with a view to completing a qualifying transaction.

Forward–Looking Statements

This news release may contain forward–looking statements (within the meaning of applicable securities laws) which reflect the Resulting Issuer's current expectations regarding future events. Forward-looking statements are identified by words such as "believe", "anticipate", "project", "expect", "intend", "plan", "will", "may", "estimate" and other similar expressions. These statements are based on the Resulting Issuer's expectations, estimates, forecasts and projections and include, without limitation, statements regarding the future success of the Resulting Issuer's business.  The forward-looking statements in this news release are based on certain assumptions, including without limitation the Shares beginning trading on the TSXV. The forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Please refer to risks set forth in the Resulting Issuer's Filing Statement dated November 10, 2021 and the Resulting Issuer's continuous disclosure documents that can be found on SEDAR at www.sedar.com. The forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Resulting Issuer assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

All information contained in this press release with respect to GONE and Xybion was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

SOURCE Xybion Digital Inc.

For more information regarding Xybion Digital Inc., please contact Pradip Banerjee, Chief Executive Officer, [email protected]