Oculus Innovative Sciences Enters Into Agreement to Sell Ruthigen, Inc. Shares for $5.5 Million in Event of Ruthigen Merger
January 12 2015 - 5:05AM
Oculus Innovative Sciences, Inc. (Nasdaq:OCLS) today announced that
the company has entered into a securities purchase agreement with
two current Ruthigen investors, under which these two buyers agree
to purchase all of Oculus' two million Ruthigen (Nasdaq:RTGN)
shares at $2.75 per share, or an aggregate of $5.5 million. The
agreement expires in 60 days and is subject to Ruthigen entering
into a definitive agreement for a merger.
For more information or to obtain a copy of the securities
purchase agreement, please see the company's current report on form
8-K, also filed today with the SEC.
In accordance with the provisions of the agreements with
Ruthigen, they will continue to have an obligation to make a total
of $8 million of milestone payments to Oculus, as follows: $1.5
million upon completion of last patient enrollment in the Phase 1/2
clinical trial expected in the spring of 2015; $1.5 million upon
completion of last patient enrollment in the pivotal clinical
trial; $3 million upon completion of the first meeting with the FDA
following completion of the first pivotal clinical trial; and $2
million upon first patient enrollment in the second pivotal
clinical trial. There is no guarantee that Ruthigen will achieve
these milestones and make the corresponding payments.
Ruthigen also anticipates making royalty payments to Oculus
based on annual net product sales from the date of first commercial
sale to the date that Ruthigen ceases to commercialize the product.
This percentage royalty rate will vary between 3% and 20% and will
increase based on various net sales thresholds and differs
depending on the country in which the sales are made.
About Oculus Innovative Sciences, Inc.
Oculus Innovative Sciences is a specialty pharmaceutical company
that develops and markets solutions for the treatment of
dermatological conditions and advanced tissue care. The company's
products, which are sold throughout the United States and
internationally, have improved outcomes for more than five million
patients globally by reducing infections, itch, pain, scarring
and harmful inflammatory responses. The company's headquarters are
in Petaluma, California, with manufacturing operations in the
United States and Latin America. European marketing and sales
are headquartered in Roermond, Netherlands. More information can be
found at www.oculusis.com.
Forward-Looking Statements
Except for historical information herein, matters set forth in
this press release are forward-looking within the meaning of the
"safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995, including statements about the commercial
progress and future financial performance of Oculus Innovative
Sciences, Inc. and its subsidiaries (the "Company"). These
forward-looking statements are identified by the use of words such
as "purchase," "expected," and "agree," among others.
Forward-looking statements in this press release are subject to
certain risks and uncertainties inherent in the Company's business
that could cause actual results to vary, including such risks that
the sale of the shares may not be completed, that the Company may
never receive the milestone payments, scientific data may not be
sufficient to meet regulatory standards or receipt of required
regulatory clearances or approvals, protection offered by the
Company's patents and patent applications may be challenged,
invalidated or circumvented by its competitors, the Company may not
meet its future capital needs, the Company may not be able to
obtain additional funding, as well as uncertainties relative to
varying product formulations and a multitude of diverse regulatory
and marketing requirements in different countries and
municipalities, and other risks detailed from time to time in the
Company's filings with the Securities and Exchange Commission
including its annual report on Form 10-K for the year ended March
31, 2014. The Company disclaims any obligation to update these
forward-looking statements, except as required by law.
Oculus and Microcyn® Technology are trademarks or registered
trademarks of Oculus Innovative Sciences, Inc. All other trademarks
and service marks are the property of their respective owners.
CONTACT: Media and Investor Contact:
Oculus Innovative Sciences, Inc.
Dan McFadden
VP of Public and Investor Relations
(425) 753-2105
dmcfadden@oculusis.com
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