REG - Ondine Biomedical - Updated Result of Fundraise

Ondine BiomedicalAnnouncement

14/11/2024 07:00

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RNS Number : 1723M  Ondine Biomedical Inc.  14 November 2024

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
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JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION IS OR WOULD
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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, ADVERTISING, OFFER OR
ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN ONDINE BIOMEDICAL INC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF ONDINE BIOMEDICAL INC.

 

This Announcement contains inside information for the purposes of Article 7
of the Market Abuse Regulation No. 596/2014 as retained as part of UK law by
virtue of the European Union (Withdrawal) Act 2018 as amended ("EUWA") and
as it may be modified from time to time by or under domestic law including,
but not limited to, by the Market Abuse (Amendment) (EU Exit) Regulations
2019/310). Upon the publication of this Announcement, this inside information
is now considered to be in the public domain.

 

 

 

ONDINE BIOMEDICAL INC.

("Ondine Biomedical", "Ondine", or the "Company")

 

Updated Result of Fundraise

 

All references to C$ in this announcement are to Canadian Dollars.

This Announcement uses a C$:£ exchange rate of 1 : 0.5626 as at 16:30 (GMT)
on 12 November 2024.

Capitalized terms used in this announcement (this "Announcement") have the
meanings given to them in the Proposed Fundraise announcement, unless the
context provides otherwise.

 

Ondine Biomedical Inc. (LON: OBI), a Canadian life sciences company, announces
a further update to its Private Placement announced on 24 September 2024 and
the Fundraising announced on 1 November 2024.

 

The Company has no further clarity on the timing of the completion of the
Private Placement but remains confident that this should complete in due
course. Further updates will be provided when available.

 

The Company announced on 1 November that certain of the directors of the
Company have conditionally subscribed for, in aggregate, 2,479,035
Subscription Shares at the Issue Price. Since then, Carolyn Cross, CEO, has
indicated her intention to subscribe for additional Subscription Shares and
Nicolas Loebel, President and CTO, has indicated an intention to subscribe for
Subscription Shares. In addition, the number of Subscription Shares to be
issued to the relevant directors as set out in the 1 November announcement has
been updated to take account of exchange rate variations.

 

The Company can now confirm that Carolyn Cross, CEO, Robert Cross, husband to
Carolyn Cross and Nicolas Loebel, President and CTO, intend to subscribe for a
total of 19,372,003 Subscription Shares at the Issue Price (being 8.5 pence
per Share).

 

Furthermore, the Company has agreed with certain of its employees and vendors
to settle payables in exchange for 1,816,670 shares in aggregate, also by way
of subscription, thereby increasing the total number of Subscription Shares
being subscribed for to 22,365,654 Subscription Shares. Therefore, the
Subscription is now expected to raise gross proceeds of approximately C$3.6
million (c.£2.0 million).

 

The Placing conditionally raised aggregate gross proceeds of approximately
C$15.6 million (£8.8 million) pursuant to the placing of 103,403,318 Placing
Shares with new and existing investors at the Issue Price.

 

Therefore, the total gross proceeds from the Fundraising (being the Placing
and the Subscription) is now expected to be c. C$19.2 million (c.£10.8
million), increased from c. C$16.2 million (£9.0 million announced on 1
November 2024. The estimated net proceeds are expected to be approximately
C$18.1 million (c.£10.2 million), increased from c. C$15.1 million (c.£8.3
million).

 

The Company confirms that admission and settlement of the 103,403,318 Placing
Shares and 12,437,111 Subscription Shares amounting to c. C$17.7 million
(c.£10.0 million) is now expected to take place on 18 November 2024 with the
remaining 9,928,543 Subscription Shares amounting to C$1.5 million (c.£0.8
million), expected to be admitted to trading on AIM on or around 22 November
2024.

 

The 125,768,972 New Common Shares, in aggregate to be issued pursuant to the
Fundraising, represent approximately 45.2% per cent of the existing issued
share capital of the Company.

 

All shares issued pursuant to the Fundraising will be issued on a non
pre-emptive basis under the Company's existing authorities.

 

Increased Subscription & Related Party Transactions

 

Certain of the directors of the Company intend to subscribe for, in aggregate,
20,548,984 Subscription Shares, to raise gross proceeds of approximately C$3.1
million (c.£1.75 million) for the Company, representing approximately 16.3
per cent of the New Common Shares from the completed Placing and the
Subscription participations.

 

Carolyn Cross and Robert Cross intend to subscribe for 18,710,100 New Common
Shares. This is made up of:

·    A c.$0.9 million repayment of some of the outstanding balances due to
Carolyn Cross, in exchange for 5,935,374 Subscription Shares. This is an
increase of c.$0.7 million over the figure announced on 1 November 2024
("Carolyn Cross' Enlarged Subscription").

·    Conversion of C$130k (c. £73k) outstanding bonus due to Carolyn
Cross into 860,474 Subscription Shares.

·    A subscription from Robert Cross amounting to 11,914,252 Subscription
Shares for C$1.8 million (c.£1.0 million), to be paid in two tranches. The
first tranche is for 1,985,709 Subscription Shares amounting to C$0.3 million
(c.£0.17 million) ("Robert Cross' First Subscription"). The second tranche is
for 9,928,543 Subscription Shares amounting to C$1.5 million (c.£0.84
million) ("Robert Cross' Second Subscription").

 

The number of New Common Shares, for which each of the Directors intend to
subscribe, and their resulting shareholdings following the Admission of the
Placing Shares and the Subscription Shares subscribed for to date, are set out
below:

 

 Director          Number of New Common Shares subscribed for in the Subscription  Total Number of New Common Shares held on Admission  % of issued share capital as enlarged by the completed Placing and
                                                                                                                                        Subscription(2)
 Carolyn Cross(1)  18,710,100                                                      155,864,029                                          38.58%
 Nicolas Loebel    661,903                                                         3,513,991                                            0.87%
 Jean Duval        419,912                                                         1,164,540                                            0.29%
 Junaid Bajwa      384,920                                                         1,194,623                                            0.30%
 Margaret Shaw     197,186                                                         214,328                                              0.05%
 Michael Farrar    174,963                                                         485,228                                              0.12%

1    Existing beneficial holding includes 111,295,529 shares held by
Carolyn Cross, including via holdings in 100% owned companies, and 25,858,400
shares held by Robert Cross, husband of Carolyn Cross. Following admission,
the holdings will increase to 118,091,377 and 37,772,652 shares respectively.

2    Including issuance of 9,928,543 shares to Robert Cross to close on or
about 22 November 2024.

 

As previously announced, Carolyn Cross, CEO, provided loans, in aggregate, of
C$1.245 million, to the Company (the "Loans") for additional working capital.
Following the Subscription, the total outstanding loan balance is C$345,000,
which may be repaid or converted to shares at 8.5 pence at a later date,
subject to Board approval. The loan carries no interest and has no specific
terms for repayment.

 

The intended subscriptions by the Participating Directors will constitute
related party transactions for the purposes of Rule 13 of the AIM Rules by
virtue of such Persons being Directors of the Company. These Directors intend
to participate at the same Issue Price as the Investors.

 

Use of Proceeds and Further Funding

 

The combined funds will be used to conduct the Company's US-based Phase 3
clinical trial for its Steriwave(®) nasal photodisinfection system, drive
commercialization in approved markets, and support the Company's working
capital needs, securing a cash runway into late Q2 2025. Together with the C$5
million (circa £2.8 million) Canadian Private Placement announced 24
September 2024, which will be settled in due course, the Company will have
cash runway to early Q4 2025 and anticipated Phase 3 topline results

 

In the event that the Company concludes the ongoing discussions with a major
U.S. healthcare group regarding a potential investment of up to US$4 million
(£3.1 million) the Company's expected cash runway would be into Q1 2027.

 

 

 

Admission, Settlement and Dealings

 

Admission of a total of 115,840,429 New Common Shares is expected to take
place on or around 8.00 a.m. on 18 November 2024 with dealings on AIM in the
commencing at the same time.

 

Admission of the 9,928,543 shares under Robert Cross' Second Subscription is
expected to take place on or around 8.00 a.m. on 22 November 2024 with
dealings on AIM in the commencing at the same time.

 

Admission is conditional upon, among other things, the Placing Agreement not
having been terminated and becoming unconditional in all respects.

 

The Placing Shares and Subscription Shares when issued, will be fully paid and
will rank pari passu in all respects with the Existing Common Shares,
including the right to receive all dividends and other distributions declared,
made or paid after the date of issue.

 

 

 

-Ends-

 

Enquiries:

 

 Ondine Biomedical Inc.
 Angelika Vance, Corporate Communications                           +001 604 838 2702
 Singer Capital Markets (Nominated Adviser)
 Phil Davies, Sam Butcher                                           +44 (0)20 7496 3000
 RBC Capital Markets (Joint Broker and Joint Bookrunner)
 Rupert Walford, Kathryn Deegan                                     +44 (0)20 7653 4000
 Oberon Capital (Joint Broker to the Placing and Joint Bookrunner)
 Mike Seabrook, Jessica Cave                                        +44 (0) 20 3179 5300
 Orana Corporate LLP (Joint Broker to the Placing)
 Sebastian Wykeham                                                  +33 6 7120 1513
 Vane Percy & Roberts (Media Contact)
 Simon Vane Percy, Amanda Bernard                                   +44 (0)77 1000 5910

 

 

About Ondine Biomedical Inc.

Ondine Biomedical Inc. is a Canadian life sciences company and leader
innovating light-activated antimicrobial therapies (also known as
'photodisinfection'). In addition to Steriwave, Ondine has a pipeline of
products, based on its proprietary photodisinfection technology, in various
stages of development.

 

Ondine's nasal photodisinfection system has a CE mark in Europe and the UK and
is approved in Canada and several other countries under the name
Steriwave(®). In the US, it has been granted Qualified Infectious Disease
Product designation and Fast Track status by the FDA and is currently
undergoing clinical trials for regulatory approval. Products beyond nasal
photodisinfection include therapies for a variety of medical indications such
as chronic sinusitis, ventilator-associated pneumonia, burns, and other
indications.

 

IMPORTANT NOTICES

 

The information contained in this Announcement is given at the date of its
publication (unless otherwise marked) and is subject to updating, revision and
amendment from time to time. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy, fairness or
completeness.

 

No undertaking, representation, warranty or other assurance, express or
implied, is made or given by or on behalf of the Company or the Joint
Bookrunners or any of their respective directors, officers, partners,
employees, agents or advisers or any other person as to the accuracy or
completeness of the information or opinions contained in this announcement and
no responsibility or liability is accepted by any of them for any such
information or opinions or for any errors, omissions or misstatements,
negligence or otherwise in this Announcement.

 

The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction, or disclosure of this information in
whole or in part is unauthorized. Failure to comply with this directive may
result in a violation of applicable securities laws and regulations of other
jurisdictions.

 

THIS ANNOUNCEMENT, ANY COPY OF IT, AND THE INFORMATION (INCLUDING THE TERMS
AND CONDITIONS) CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR TRANSMISSION,
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT SECURITIES LAW OF SUCH JURISDICTION, INCLUDING THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"),
AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION IS OR
WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES
ONLY, DOES NOT PURPORT TO BE FULL OR COMPLETE AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE
LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

 

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States. The Placing Shares have
not been and will not be registered under the United States Securities Act of
1933, as amended (the "US Securities Act") or with any securities regulatory
authority of any state or jurisdiction of the United States, and may not be
offered, sold or transferred, directly or indirectly, in or into the United
States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the US Securities Act and in compliance
with any applicable securities laws of any state or other jurisdiction of the
United States. There will be no public offering of securities in the United
States.

 

This Announcement may contain and the Company may make verbal statements
containing "forward-looking statements" with respect to certain of the
Company's plans and its current goals and expectations relating to its future
financial condition, performance, strategic initiatives, objectives and
results. By their nature, all forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances which are
beyond the control of the Company, including amongst other things, United
Kingdom domestic and global economic business conditions, market-related risks
such as fluctuations in interest rates and exchange rates, the policies and
actions of governmental and regulatory authorities, the effect of competition,
inflation, deflation, the timing effect and other uncertainties of future
acquisitions or combinations within relevant industries, the effect of tax and
other legislation and other regulations in the jurisdictions in which the
Company and its respective affiliates operate, the effect of volatility in the
equity, capital and credit markets on the Company's profitability and ability
to access capital and credit, a decline in the Company's credit ratings, the
effect of operational risks, and the loss of key personnel. As a result, the
actual future financial condition, performance and results of the Company may
differ materially from the plans, goals and expectations set forth in any
forward-looking statements. Any forward-looking statements made in this
Announcement by or on behalf of the Company speak only as of the date they are
made. Except as required by applicable law or regulation, the Company
expressly disclaims any obligation or undertaking to publish any updates or
revisions to any forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard thereto or any
changes in events, conditions or circumstances on which any such statement is
based.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.

 

 

UK Product Governance Requirements

 

Solely for the purposes of the product governance requirements contained
within chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK Product Governance Requirements") and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in chapter 3 of the FCA Handbook
Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution
through all permitted distribution channels (the "UK Target Market
Assessment"). Notwithstanding the UK Target Market Assessment, distributors
should note that: the price of the Placing Shares may decline and investors
could lose all or part of their investment; the Placing Shares offer no
guaranteed income and no capital protection; and an investment in Placing
Shares is compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The UK Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the UK Target Market Assessment, the Joint Bookrunners will
only procure investors who meet the criteria of professional clients and
eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of chapters 9A or 10A respectively of the COBS; or (b) a
recommendation to any investor or group of investors to invest in, or
purchase, or take any other action whatsoever with respect to Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the shares and determining appropriate distribution
channels.

 

EU Product Governance Requirements

 

Solely for the purposes of Article 9(8) of Commission Delegated Directive
2017/593 (the "Delegated Directive") regarding the responsibilities of
Manufacturers under the Product Governance requirements contained within: (a)
Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID
II"); (b) Articles 9 and 10 of the Delegated Directive; and (c) local
implementing measures (the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise which any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that the Placing Shares are (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, Distributors (as defined within the MiFID II Product Governance
Requirements) should note that: the price of the Placing Shares may decline
and investors could lose all or part of their investment; the Placing Shares
offer no guaranteed income and no capital protection; and an investment in
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or regulatory
selling restrictions in relation to the proposed Placing. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of professional
clients and eligible counterparties. For the avoidance of doubt, the Target
Market Assessment does not constitute:(a) an assessment of suitability of
appropriateness for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.

 

RBC is authorized and regulated by the FCA in the United Kingdom and is acting
exclusively for the Company and no one else in connection with the Placing and
RBC will not be responsible to anyone (including any purchasers of the Placing
Shares) other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the Placing or any other
matters referred to in this Announcement.

 

Oberon Capital is authorized and regulated by the FCA in the United Kingdom
and is acting exclusively for the Company and no one else in connection with
the Placing, and Oberon will not be responsible to anyone (including any
purchasers of the Placing Shares) other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Placing or any other matters referred to in this Announcement.

 

Orana is an appointed representative of Ragnar Capital Partners LLP (FRN
593052) who are authorized and regulated by the Financial Conduct Authority in
the United Kingdom and is acting exclusively for the Company and no one else
in connection with the Placing, and Orana will not be responsible to anyone
(including any purchasers of the Placing Shares) other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this Announcement.

 

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Joint Bookrunners or by any of their respective affiliates or agents as
to, or in relation to, the accuracy or completeness of this Announcement or
any other written or oral information made available to or publicly available
to any interested party or their respective advisers, and any liability
therefore is expressly disclaimed.

 

 

 

 

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