ONI
BIOPHARMA ANNOUNCES
PROPOSED
RIGHTS OFFERING TO SHAREHOLDERS
ALACHUA,
FL (December 5, 2008) - Oragenics,
Inc. d/b/a ONI
BioPharma Inc. (Alternext US1 :
“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.
________________________
1 NYSE
Alternext US LLC is the new name of The American Stock Exchange, which was
acquired by NYSE Euronext on October 1, 2008.
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.
Contact:
ONI
BioPharma Inc.
Stanley
B. Stein
(386)
418-4018 X222