Advanced BioPhotonics Inc. (OTCBB Symbol: ABPH)
announced today that the Securities and Exchange Commission has
declared effective the registration statement with respect to its
previously announced stockholder subscription rights offering. On July
11, 2005, the Company mailed the prospectus and related materials to
its stockholders of record as of the close of business on July 1,
2005. Advanced BioPhotonics expects to generate gross proceeds of
$3,500,000 from the issuance of 7,000,000 shares of a series B
convertible preferred stock in the subscription rights offering. The
subscription period for the subscription rights offering will continue
through August 10, 2005.
Advanced BioPhotonics will distribute to its stockholders of record as of July 1, 2005, one subscription right for each 4.33 shares of common stock owned by that record stockholder as of the close of business on that record date. Each right includes a basic subscription privilege and an over-subscription privilege. The subscription rights are transferable.
The basic subscription privilege entitles the stockholder to purchase one share of Advanced BioPhotonics series B convertible preferred stock for $0.50 per share. If all stockholders do not fully exercise their basic subscription rights, the over-subscription privilege entitles stockholders who have fully exercised their basic subscription right to purchase additional shares at the same $0.50 per share subscription price. If the shares necessary to fully satisfy all over-subscription rights requests are not available, then the available shares will be distributed proportionately among rights holders who over-subscribe, based on the number of shares each rights holder subscribed for under the basic subscription right. A stockholder purchasing shares of our series B convertible preferred stock in this subscription rights offering will be issued, for no additional consideration, five-year warrants to purchase that number of shares of our common stock equal to 50% of the number of` shares of series B convertible preferred stock acquired by the stockholder in this offering. The warrants have an exercise price of $.75 per share. Subscription rights which are not exercised before 5:00 p.m., Eastern Daylight Time, on August 10, 2005 will expire.
"The capital raised in this rights offering will strengthen our financial position and allow Advanced BioPhotonics to achieve significant progress in transitioning our technology from the research environment into broader clinical use" stated Denis A. O'Connor, President and Chief Executive Officer. "We will focus on obtaining the medical evidence, gaining the support of thought leaders and developing clinical sites necessary to achieve significant revenue in late 2006."
The complete terms and conditions of the stockholder rights offering are set forth in the prospectus and accompanying subscription materials being mailed to stockholders. Stockholders may also obtain a copy of the prospectus by contacting Advanced BioPhotonics Inc, Attention: Kevin Healy, 120 Wilbur Place, Suite 125, Bohemia, New York 11716, telephone (631) 244-8244. Stockholders who hold their shares through a broker, bank or other nominee should contact the broker, bank or nominee for further information concerning the subscription rights offering and the exercise of their subscription rights.
Neither Advanced BioPhotonics, its board of directors, nor any committee of the board of directors is making any recommendation to stockholders as to whether to exercise their subscription rights. This press release is for informational purposes only and is not an offer to sell or a solicitation of an offer to buy shares of Advanced BioPhotonics series B convertible preferred stock. Stockholders should carefully read the prospectus and accompanying materials, which contain important information concerning the subscription rights offering.
About The Company:
Advanced BioPhotonics Inc., headquartered in Bohemia, New York, is a leading developer of functional medical imaging applications using advanced infrared focal plane arrays. Advanced BioPhotonics provides imaging technology to clinicians and researchers for drug discovery, disease detection and disease management applications.
Advanced BioPhotonics' mission is to improve the quality and cost-effectiveness of healthcare services and research through identifying, acquiring and adapting high-resolution infrared technology for biomedical applications.
This press release includes statements that may constitute "forward-looking" statements, usually containing the words "believe," "estimate," "project," "expect" or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, continued acceptance of the Company's products and services in the marketplace, the ability of the Company to develop effective new products and receive governmental approvals of such products, competitive factors, dependence upon third-party vendors, and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.
Advanced BioPhotonics will distribute to its stockholders of record as of July 1, 2005, one subscription right for each 4.33 shares of common stock owned by that record stockholder as of the close of business on that record date. Each right includes a basic subscription privilege and an over-subscription privilege. The subscription rights are transferable.
The basic subscription privilege entitles the stockholder to purchase one share of Advanced BioPhotonics series B convertible preferred stock for $0.50 per share. If all stockholders do not fully exercise their basic subscription rights, the over-subscription privilege entitles stockholders who have fully exercised their basic subscription right to purchase additional shares at the same $0.50 per share subscription price. If the shares necessary to fully satisfy all over-subscription rights requests are not available, then the available shares will be distributed proportionately among rights holders who over-subscribe, based on the number of shares each rights holder subscribed for under the basic subscription right. A stockholder purchasing shares of our series B convertible preferred stock in this subscription rights offering will be issued, for no additional consideration, five-year warrants to purchase that number of shares of our common stock equal to 50% of the number of` shares of series B convertible preferred stock acquired by the stockholder in this offering. The warrants have an exercise price of $.75 per share. Subscription rights which are not exercised before 5:00 p.m., Eastern Daylight Time, on August 10, 2005 will expire.
"The capital raised in this rights offering will strengthen our financial position and allow Advanced BioPhotonics to achieve significant progress in transitioning our technology from the research environment into broader clinical use" stated Denis A. O'Connor, President and Chief Executive Officer. "We will focus on obtaining the medical evidence, gaining the support of thought leaders and developing clinical sites necessary to achieve significant revenue in late 2006."
The complete terms and conditions of the stockholder rights offering are set forth in the prospectus and accompanying subscription materials being mailed to stockholders. Stockholders may also obtain a copy of the prospectus by contacting Advanced BioPhotonics Inc, Attention: Kevin Healy, 120 Wilbur Place, Suite 125, Bohemia, New York 11716, telephone (631) 244-8244. Stockholders who hold their shares through a broker, bank or other nominee should contact the broker, bank or nominee for further information concerning the subscription rights offering and the exercise of their subscription rights.
Neither Advanced BioPhotonics, its board of directors, nor any committee of the board of directors is making any recommendation to stockholders as to whether to exercise their subscription rights. This press release is for informational purposes only and is not an offer to sell or a solicitation of an offer to buy shares of Advanced BioPhotonics series B convertible preferred stock. Stockholders should carefully read the prospectus and accompanying materials, which contain important information concerning the subscription rights offering.
About The Company:
Advanced BioPhotonics Inc., headquartered in Bohemia, New York, is a leading developer of functional medical imaging applications using advanced infrared focal plane arrays. Advanced BioPhotonics provides imaging technology to clinicians and researchers for drug discovery, disease detection and disease management applications.
Advanced BioPhotonics' mission is to improve the quality and cost-effectiveness of healthcare services and research through identifying, acquiring and adapting high-resolution infrared technology for biomedical applications.
This press release includes statements that may constitute "forward-looking" statements, usually containing the words "believe," "estimate," "project," "expect" or similar expressions. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, continued acceptance of the Company's products and services in the marketplace, the ability of the Company to develop effective new products and receive governmental approvals of such products, competitive factors, dependence upon third-party vendors, and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.
© 2005 Business Wire
