Ondine Biopharma Corporation

Ondine Biopharma Corporation

April 06, 2010 08:25 ET

Ondine Biopharma Announces Private Placement Equity Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - April 6, 2010) -


Ondine Biopharma Corporation (TSX:OBP)(AIM:OBP) (the "Company") a medical technology company developing photodisinfection based products today announced it has issued 12,530,000 Units for gross proceeds of C$0.75 million under a tranche (the "Tranche") of a non-brokered private placement (the "Placement") of up to 13,800,000 Units for aggregate gross proceeds of C$0.83 million to qualified investors pursuant to applicable exemptions. Each Unit has a price of $0.06 and consists of one common share of the Company and one share purchase warrant (a "Warrant") entitling the holder to acquire one common share of the Company at an exercise price of $0.075 for a one year period from closing.

Under the Tranche the Company issued 12,530,000 common shares and 12,530,000 Warrants expiring April 5, 2011. An application has been made for the 12,530,000 common shares issued under the Tranche to be admitted to trading on AIM ("Admission"), and Admission is expected to occur on or about April 12, 2010. The common shares issued under the Tranche and the common shares issuable on exercise of the Warrants issued under the Tranche are subject to a regulatory hold period in Canada expiring August 6, 2010.

Pursuant to regulatory requirements, the Company has until April 23, 2010 to complete the remaining 1,270,000 Units available under the Placement. Completion of subsequent closings can not be assured and are subject to certain conditions including, but not limited to, the receipt of all necessary approvals.

Ms. Carolyn Cross, Ondine's Chairman and CEO, participated in the Placement, purchasing 1,500,000 Units (11.97% of the total units subscribed for in the Tranche). Ms. Cross, members of her immediate family and the Courthill Foundation, a charitable foundation in which Ms. Cross and her husband are directors, have a beneficial interest in an aggregate of 19,721,133 common shares, which represents 16.02% of the Company's 123,078,457 issued and outstanding common shares (the "Enlarged Share Capital") immediately following the closing of the Placement (19.89% assuming exercise of 975,000 stock options and 4,959,091 warrants held by Ms. Cross).

Ms. Margaret Shaw, a director of the Company, participated in the Placement, purchasing 170,000 Units (1.36% of the total units subscribed for in the Tranche). Ms. Shaw has a beneficial interest in 582,940 commons shares (0.47%) of the Enlarged Share Capital.

Mr. Michael Crane, a director of the Company, participated in the Placement, purchasing 420,000 Units (3.35% of the total units subscribed for in the Tranche). Mr. Crane has a beneficial interest in 430,500 common shares (0.35%) of the Enlarged Share Capital.

Other insiders of the Company participated in the Placement by purchasing a combined total of 340,000 Units (2.72% of the total units subscribed for in the Placement).

The sale of the Units to insiders constitutes a "related party transaction" pursuant to Canadian securities regulation. However, the transaction is exempt from applicable formal valuation and minority shareholder approval requirements as neither the fair market value of the Units issued to insiders nor the consideration paid by such insiders for the Units 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 Placement as the Company was in need of the funds. The Company considers the shortened timeframe to be reasonable under these circumstances.

Ms. Cross's, Ms. Shaw's and Mr. Crane's participation in the Tranche constitutes a related party transaction for the purposes of the AIM Rules for Companies (the "Related Party Transactions"). Accordingly, the directors of the Company (excluding Ms. Cross, Ms. Shaw, and Mr. Crane), having consulted with its nominated adviser, consider the terms of the Related Party Transactions to be fair and reasonable insofar as the Company's shareholders are concerned.

The total number of voting rights attached to the Enlarged Share Capital on the basis of one vote per common share is 123,078,457. This voting rights figure may be used by shareholders of the Company as the denominator for the calculations by which they will determine whether they are required to notify their interests in, or a change to their interest in, the Company under the Disclosure and Transparency Rules of the Financial Security Authority (FSA) in the United Kingdom.

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. 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.

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