OccuLogix Announces Closing of Transactions
October 06 2008 - 5:15PM
Marketwired
OccuLogix, Inc. (NASDAQ: OCCX)(TSX: OC) announced the closing of
the acquisition of the minority ownership interest in San
Diego-based OcuSense, Inc. that OccuLogix did not already own, the
private placement of U.S.$2,173,000 of shares of OccuLogix's common
stock at a per share price of U.S.$0.10, the pre-payment by the
Company of its U.S.$6,703,500 aggregate principal amount bridge
loan at a per share price of U.S.$0.085 and the payment of
U.S.$481,200 of the commission remaining owing for placement agency
services rendered by Marchant Securities Inc. at a per share price
of U.S.$0.10. The acquisition of OcuSense common stock involved
only common stock consideration, and the pre-payment of the bridge
loan and the payment of commission were made by the issuance by the
Company of shares of its common stock. All of these transactions
had been approved by the Company's stockholders at the Annual and
Special Meeting of Stockholders on September 30, 2008 and were
described in the Company's proxy statement for the meeting, which
is available electronically on EDGAR (www.sec.gov) and SEDAR
(www.sedar.com).
In connection with these transactions, the Company issued an
aggregate of 188,401,588 shares of its common stock. As a result,
the Company's current issued and outstanding share capital consists
of 245,707,733 shares of common stock. As previously announced,
OccuLogix intends to effect a 1:25 reverse stock split
tomorrow.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security. The securities issued
in connection with these transactions have not been registered
under the Securities Act of 1933, as amended (the "Act") or any
state securities laws or qualified under any Canadian provincial or
territorial securities laws, and may not be offered or sold in the
United States absent registration, or an applicable exemption from
registration, under the Act and applicable state securities laws or
in Canada absent a valid prospectus, or an applicable exemption
from the prospectus requirements, under applicable provincial and
territorial securities laws. The Company has agreed to file a
registration statement in the United States covering the resale of
certain of the securities issued in connection with the
transactions.
As originally contemplated and previously disclosed in the
Company's proxy statement for the meeting, upon the closing of the
acquisition of OcuSense, Elias Vamvakas stepped down as OccuLogix's
Chief Executive Officer but remains the Chairman of the Board. Eric
Donsky, OcuSense's Chief Executive Officer, is now the Chief
Executive Officer of OccuLogix. Mr. Donsky is also a member of the
Company's board of directors.
About OccuLogix, Inc.
OccuLogix (www.occulogix.com) is a healthcare company focused on
ophthalmic devices for the diagnosis and treatment of age-related
eye diseases.
About OcuSense, Inc.
OcuSense (www.ocusense.com) is an ophthalmic device company
developing and commercializing novel, laboratory-on-a-card
technologies that enable eye care practitioners to test for highly
sensitive and specific biomarkers in tears at the
point-of-care.
Forward-Looking Statements
This press release may contain forward-looking statements. These
statements relate to future events and are subject to risks,
uncertainties and assumptions about the Company. These statements
are only predictions based on our current expectations and
projections about future events. You should not place undue
reliance on these statements. Actual events or results may differ
materially. Many factors may cause our actual results to differ
materially from any forward-looking statement, including the
factors detailed in our filings with the Securities and Exchange
Commission and Canadian securities regulatory authorities,
including but not limited to our Forms 10-K and 10-Q. We do not
undertake to update any forward-looking statements.
Contacts: OccuLogix, Inc. Suh Kim (905) 602-0887, ext. 3915
Email: suh.kim@occulogix.com Website: www.occulogix.com
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