REG - Ondine Biomedical - Result of Fundraise & TVR
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RNS Number : 0235X Ondine Biomedical Inc. 28 August 2025
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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
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OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
IS OR WOULD BE PROHIBITED.
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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 SHOULD BE READ IN ITS
ENTIRETY.
NO ACTION HAS BEEN TAKEN OR WILL BE TAKEN BY ONDINE BIOMEDICAL INC. WHICH
WOULD PERMIT A PUBLIC OFFERING OF SHARES IN ONDINE BIOMEDICAL INC. OR
DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER MATERIAL IN CONNECTION
THEREWITH IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED.
This Announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation No. 596/2014 as it forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018 as amended. Upon the publication
of this Announcement, this inside information is now considered to be in the
public domain.
All references to C$ in this announcement ("Announcement") are to Canadian
Dollars. This Announcement uses a £:C$ exchange rate of 1 : 1.86 .
Capitalized terms used in this announcement have the meanings given to them in
the Launch Announcement, dated 27 August 2025, unless the context provides
otherwise.
28 August 2025
Ondine Biomedical Inc. ("Ondine" or the "Company")
Result of Fundraise & TVR
Ondine Biomedical Inc. (AIM: OBI), a Canadian life sciences company, announces
an update to the Fundraising announced on 27 August 2025 (the "Launch
Announcement").
The Company confirms total gross proceeds from the Fundraising (being the
Placing and the Subscription) are c.£11.0 million (C$20.5 million) and net
proceeds are c.£10.35 million (C$19.24 million). The Fundraising received
extensive support from existing shareholders. Pursuant to the Fundraising, the
Company will issue 73,333,333 new Common Shares at 15p per share ("Fundraise
Shares").
In addition, the Company has agreed with a vendor to settle certain costs in
connection with the Fundraise through the issue of 800,000 new Common Shares
("Fee Shares") with an aggregate value of £120,000 at the Issue Price.
Related Party Transactions
As described in the Launch Announcement, released on 27 August 2025, certain
of the Directors of the Company have subscribed for, in aggregate, 1,360,212
Subscription Shares, to raise gross proceeds of approximately £0.2 million
(c.C$0.38 million) for the Company, representing approximately 1.9 per cent
of the New Common Shares (as defined below) in aggregate, to be issued
pursuant to the Fundraising. Certain of the Directors are subscribing for
Subscription Shares in lieu of remuneration due to them.
The number of Subscription Shares, for which each of the Participating
Directors has subscribed for, and their resulting shareholdings following
Admission, are set out below:
Director Number of Subscription Shares subscribed for in the Subscription Total Number of Common Shares held on Admission % of issued share capital as enlarged by the completed Placing, Subscription
and Fee Shares issue
Carolyn Cross(1) 716,845 157,030,874 30.3%
Nicolas Loebel(2) 358,422 3,897,413 0.8%
Jean Duvall(2) 116,487 1,280,016 0.2%
Junaid Bajwa(2) 111,111 1,304,808 0.3%
Margaret Shaw(2) 57,347 301,200 0.1%
1 Existing beneficial holding includes 118,541,377 shares held by
Carolyn Cross, including via holdings in 100% owned companies, and 37,772,652
shares held by Robert Cross, husband of Carolyn Cross. Following Admission,
these holdings will be 119,258,222 and 37,772,652 shares respectively.
2 Directors subscribing in lieu of remuneration due.
The subscriptions by the Participating Directors in aggregate constitute a
related party transaction for the purposes of Rule 13 of the AIM Rules by
virtue of such persons being directors of the Company and therefore related
parties. Jean Charest, the Director independent of the Subscription,
considers, having consulted with the Company's nominated adviser, that the
terms of the participation by the Participating Directors, are fair and
reasonable insofar as the Company's shareholders are concerned. The
Participating Directors are subscribing at the same Issue Price as the other
investors in the Fundraising.
Use of Proceeds
The Company's current plan is to allocate the net proceeds of the Fundraising
as follows: Phase 3 clinical trial, including the delivery of top-line results
expected in Spring 2026 (circa 57%); commercial growth initiatives (circa
18%); production and operations (circa 13%); and general and administrative
costs (13%). Allocations may be adjusted as required to support execution of
the Company's strategy. The net proceeds of the Fundraising are expected
to extend the Company's cash runway through to the end of H1 2026.
Admission, Settlement and Dealings
Admission of a total of 74,133,333 Fundraise Shares and Fee Shares is expected
to take place on or around 8.00 a.m. on 3 September 2025 with dealings on
AIM in the new Common Shares 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, Subscription Shares and Fee Shares (together the "New
Common Shares") when issued, will be fully paid and will rank pari passu in
all respects with the Company issued existing Common Shares, including the
right to receive all dividends and other distributions declared, made or paid
after the date of issue.
Total Voting Rights
Following Admission, the Company's issued and fully paid share capital will
consist of 517,566,964 Common Shares, all of which carry one voting right
per share. The Company does not hold any Common Shares in treasury. Therefore,
the total number of Common Shares and voting rights in the Company at this
date will be 517,566,964 Common Shares.
This figure may be used from the date of Admission until further notice by
Existing Shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or a change
to their interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Enquiries:
Ondine Biomedical Inc. www.ondinebio.com (http://www.ondinebio.com)
Carolyn Cross, CEO +1 604 669 0555
or via Vane Percy & Roberts
Strand Hanson Limited (Nominated Adviser & Joint Financial Adviser)
James Harris, Richard Johnson +44 (0)20 7409 3494
Peel Hunt LLP (Joint Bookrunner and Broker, Joint Financial Adviser)
James Steel, Sohail Akbar +44 (0)20 7418 8900
Orana Corporate LLP (Joint Bookrunner and Broker to the Placing)
Sebastian Wykeham +33 6 7120 1513
Vane Percy & Roberts (Media Contact)
Simon Vane Percy +44 (0)77 1000 5910
PDMR Notification Form:
The notification below is made in accordance with the requirements of the
Market Abuse Regulation:
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name 1. Carolyn Cross
2. Nicolas Loebel
3. Jean Duvall
4. Junaid Bajwa
5. Margaret Shaw
2 Reason for the notification
a) Position/status 1. CEO
2. President, CTO
3. Non-executive director
4. Non-executive director
5. Non-executive director
b) Initial notification /Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer
or auction monitor
a) Name Ondine Biomedical Inc.
b) LEI 9845005B69E07CGF4A56
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument;
(ii) each type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
a) Description of the financial instrument, type of instrument Common shares
Identification code ISIN: CA68234M2058
b) Nature of the transaction Subscription for new Common Shares
c) Price(s) and volume(s)
Price(s) Volume(s)
15p 1. 716,845
2. 358,422
3. 116,487
4. 111,111
5. 57,347
d) Aggregated information 1,360,212 new Common Shares
e) Date of the transaction 28 August 2025
f) Place of the transaction London Stock Exchange
About Ondine Biomedical Inc.
Ondine Biomedical Inc. is a Canadian life sciences company and leader
innovating light-activated antimicrobial therapies (also known as
'photodisinfection'). Ondine has a pipeline of investigational 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 many 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
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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 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.
Peel Hunt 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 Peel Hunt 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 Corporate LLP (FRN 835691) 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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