ONI BioPharma Announces Proposed Rights Offering to Shareholders
December 05 2008 - 1:33PM
Marketwired
Oragenics, Inc. d/b/a ONI BioPharma Inc. (NYSE Alternext: ONI)
(AMEX: ONI) * announced today that it intends to distribute, at no
charge, to the holders of its Common Stock transferable
subscription rights entitling the holders to collectively subscribe
for up to an aggregate of 19,159,239 investment units. ONI intends
to file a registration statement with the SEC for the offering, and
the record date for the rights distribution will be fixed at or
about the time the registration statement is declared effective.
ONI expects to issue to its shareholders one-half of a subscription
right for each share of Common Stock held by them on the record
date. One full subscription right will entitle the holder to
purchase one investment unit at an exercise price to be determined
at the time the registration statement is declared effective.
Subscribers who exercise their subscription rights in full will
also be able to subscribe for additional units not subscribed for
by the holders.
Each investment unit will consist of one share of ONI's Common
Stock and one warrant to purchase one share of ONI's Common Stock
at an exercise price and for a term to be determined. ONI expects
to have the right to accelerate the expiration date of the warrants
if the Common Stock trades at a premium to be set over the warrant
exercise price while the warrants are outstanding. No fractional
rights, investment units, shares or warrants will be issued. The
subscription rights will be exercisable only during the
subscription period, which will be not less than 14 trading days
and will be specified in the prospectus to be distributed for the
offering. If not exercised before expiration of the subscription
period, the subscription rights will expire. ONI will have the
right, in its discretion, to extend the rights offering
subscription period or terminate the rights offering at any time
prior to expiration of the subscription period.
ONI expects to enter into a dealer manager agreement with a
securities dealer. ONI expects that the agreement will provide that
the dealer manager will solicit exercise of the rights and also
underwrite the units not subscribed for in the rights offering on a
best efforts basis. If all of the subscription rights are
exercised, or if all of the units not subscribed for in the rights
offering are successfully placed by the dealer manager, ONI will
issue an additional 19,159,239 shares of Common Stock and warrants
exercisable for an additional 19,159,239 shares of ONI's Common
Stock will be outstanding. ONI intends to use the net proceeds of
the offering for inventory buildup costs and marketing expenses for
its recently formed consumer products division.
The Company has not entered into any definitive agreement with
respect to the rights offering, and the terms of the rights
offering are subject to change in the discretion of the Company's
board of directors.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO PURCHASE THE INVESTMENT UNITS OR THE
COMPANY'S COMMON STOCK OR WARRANTS. ANY SUCH OFFERING MAY BE MADE
SOLELY BY PROSPECTUS.
About ONI BioPharma
Oragenics, Inc. (d/b/a ONI BioPharma Inc.) is a
biopharmaceutical company with a pipeline of unique proprietary
technologies, some of which are being commercialized. The Company
also has a number of products in discovery, preclinical and
clinical development, with a concentration in the main therapeutic
area of infectious diseases, diagnostics, and oral health. The
Company has developed platform technologies with respect to its
products, thereby creating a pipeline of future products, which the
Company expects to develop.
Safe Harbor Statement: Under the Private Securities Litigation
Reform Act of 1995: This release includes forward-looking
statements that reflect ONI BioPharma's current views with respect
to future events and financial performance. These forward-looking
statements are based on management's beliefs and assumptions and
information currently available. The words "believe," "expect,"
"anticipate," "intend," "estimate," "project" and similar
expressions that do not relate solely to historical matters
identify forward-looking statements. Investors should be cautious
in relying on forward-looking statements because they are subject
to a variety of risks, uncertainties, and other factors that could
cause actual results to differ materially from those expressed in
any such forward-looking statements. These factors include, our
ability to qualify to be listed on another exchange if we are
delisted by Alternext US LLC or to otherwise be quoted on a
quotation medium, future costs associated with any potential
listing sponsor or changing to another exchange, the risk factors
relating to our common stock and the other risk factors set forth
in our most recently filed annual report on Form 10-KSB and
quarterly report on Form 10-Q, and other factors detailed from time
to time in filings with the Securities and Exchange Commission. We
expressly disclaim any responsibility to update forward-looking
statements.
* NYSE Alternext US LLC is the new name of The American Stock
Exchange, which was acquired by NYSE Euronext on October 1,
2008.
Contact: ONI BioPharma Inc. Stanley B. Stein (386) 418-4018
X222
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