Updated Result of Fundraise

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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF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 (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION IS OR WOULD BE PROHIBITED.

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 Subscription2
Carolyn Cross1	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	[phone]
RBC Capital Markets (Joint Broker and Joint Bookrunner)
Rupert Walford, Kathryn Deegan	[phone]
Oberon Capital (Joint Broker to the Placing and Joint Bookrunner)
Mike Seabrook, Jessica Cave	[phone]
Orana Corporate LLP (Joint Broker to the Placing)
Sebastian Wykeham	[phone]
Vane Percy & Roberts (Media Contact)
Simon Vane Percy, Amanda Bernard	[phone]

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.

 

END