Ondine Biopharma announces private placement equity financing
/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR
DISTRIBUTION TO U.S. NEWSWIRE SERVICES/
VANCOUVER, Feb. 17 /CNW/ - Ondine Biopharma Corporation (TSX: OBP; AIM:
OBP) (the "Company") a medical technology company developing photodisinfection
based products, today announced it has closed the first tranche of its
previously announced non-brokered private placement by issuing 6,970,000
common shares at a price of $0.06 per share for aggregate gross proceeds of
C$418,200 to qualified investors pursuant to applicable exemptions. The common
shares issued are subject to a four month hold period in Canada and can not be
traded through the facilities of the Toronto Stock Exchange until June 17,
2009. An application has been made for the 6,970,000 common shares issued
under the private placement to be admitted to trading on AIM, and admission is
expected to occur on February 23, 2009.
Insiders of the Company participated in this tranche for an aggregate of
1,883,000 common shares for total gross proceeds of $112,980, of which
1,519,000 common shares for total gross proceeds of $91,140 was subscribed for
by Ms. Carolyn Cross, Director, Chairman and CEO of the Company. Ms. Cross's
participation in this tranche of the private placement was within certain
prescribed regulatory limits such that it did not require shareholders'
approval.
The sale of common shares to these insiders constitutes a "related party
transaction" pursuant to securities regulation. However, the transaction is
exempt from applicable formal valuation and minority shareholder approval
requirements as neither the fair market value of the common shares nor the
consideration paid by such insiders for the common shares exceeds 25% of the
market capitalization of the Company. The material change report in respect of
this transaction was not filed at least 21 days in advance of the closing of
the offering as the Company was in need of the funds. The Company considers
the shortened timeframe to be reasonable under these circumstances.
The proceeds will be used for the continued research and development of
new products based on the Company's photodisinfection technology, including
the Company's MRSA product currently under development, for working capital,
and for general corporate purposes. The completion of subsequent closings is
subject to certain conditions including, but not limited to, the receipt of
all necessary approvals.
Following the above transaction, Ms. Cross and members of her immediate
family have a beneficial interest in an aggregate of 13,428,708 common shares,
representing 19.65% of the post closing issued share capital of the Company.
Following the private placement of 6,970,000 common shares, the Company
will have a total issued share capital of 68,329,176 common shares.
This press release does not constitute an offer to sell or a solicitation
of an offer to sell any of the securities in the United States. The securities
have not been and will not be registered under the U.S. Securities Act or any
state securities laws and may not be offered or sold within the United States
unless registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is available.
About Ondine Biopharma Corporation
Ondine is developing non-antibiotic therapies for the treatment of a
broad spectrum of bacterial, fungal and viral infections. The Company is
focused on developing leading edge products utilizing its patented
light-activated technology. Photodisinfection provides broad-spectrum
antimicrobial efficacy without encouraging the formation and spread of
antibiotic resistance. The Company is based in Vancouver, British Columbia,
Canada, with a research and development laboratory in Bothell, Washington,
USA, and an international office in St. Michael, Barbados. For additional
information, please visit the Company's website at: www.ondinebiopharma.com.
Forward-Looking Statements:
Certain statements contained in this release containing words like
"believe", "intend", "may", "expect" and other similar expressions, are
forward-looking statements that involve a number of risks and uncertainties.
Factors that could cause actual results to differ materially from those
projected in the Company's forward-looking statements include the following:
market acceptance of our technologies and products; our ability to obtain
financing; our financial and technical resources relative to those of our
competitors; our ability to keep up with rapid technological change;
government regulation of our technologies; our ability to enforce our
intellectual property rights and protect our proprietary technologies; the
ability to obtain and develop partnership opportunities; the timing of
commercial product launches; the ability to achieve key technical milestones
in key products and other risk factors identified from time to time in the
Company's public filings.
The TSX Exchange has not reviewed and does not accept responsibility for
the adequacy or accuracy of this release.
For further information: Carolyn Cross, Chairman and Chief Executive Officer,
Ondine Biopharma Corporation, (604) 669-0555, ccross(at)ondinebiopharma.com;
Canaccord Adams Ltd., Nominated Adviser, Neil Johnson, Ryan Gaffney, +4420
7050 6500
(OBP. OBP)