Result of Fundraise & TVR
Ondine raised £11.0 million gross through placing and subscription at 15p per share.
- Gross proceeds £11.0 million
- Net proceeds £10.35 million
- Issue price per share 15p
- New Common Shares to be issued 73,333,333
- Total Common Shares post-admission 517,566,964
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All references to C$ in this announcement ("Announcement") are to Canadian Dollars. This Announcement uses a £:C$ exchange rate of 1 : 1.86 . Capitalized terms used in this announcement have the meanings given to them in the Launch Announcement, dated 27 August 2025, unless the context provides otherwise.
Ondine Biomedical Inc. ("Ondine" or the "Company")
Result of Fundraise & TVR
Ondine Biomedical Inc. (AIM: OBI), a Canadian life sciences company, announces an update to the Fundraising announced on 27 August 2025 (the "Launch Announcement").
The Company confirms total gross proceeds from the Fundraising (being the Placing and the Subscription) are c.£11.0 million (C$20.5 million) and net proceeds are c.£10.35 million (C$19.24 million). The Fundraising received extensive support from existing shareholders. Pursuant to the Fundraising, the Company will issue 73,333,333 new Common Shares at 15p per share ("Fundraise Shares").
In addition, the Company has agreed with a vendor to settle certain costs in connection with the Fundraise through the issue of 800,000 new Common Shares ("Fee Shares") with an aggregate value of £120,000 at the Issue Price.
Related Party Transactions
As described in the Launch Announcement, released on 27 August 2025, certain of the Directors of the Company have subscribed for, in aggregate, 1,360,212 Subscription Shares, to raise gross proceeds of approximately £0.2 million (c.C$0.38 million) for the Company, representing approximately 1.9 per cent of the New Common Shares (as defined below) in aggregate, to be issued pursuant to the Fundraising. Certain of the Directors are subscribing for Subscription Shares in lieu of remuneration due to them.
The number of Subscription Shares, for which each of the Participating Directors has subscribed for, and their resulting shareholdings following Admission, are set out below:
| Director | Number of Subscription Shares subscribed for in the Subscription | Total Number of Common Shares held on Admission | % of issued share capital as enlarged by the completed Placing, Subscription and Fee Shares issue |
|---|---|---|---|
| Carolyn Cross 1 | 716,845 | 157,030,874 | 30.3% |
| Nicolas Loebel 2 | 358,422 | 3,897,413 | 0.8% |
| Jean Duvall 2 | 116,487 | 1,280,016 | 0.2% |
| Junaid Bajwa 2 | 111,111 | 1,304,808 | 0.3% |
| Margaret Shaw 2 | 57,347 | 301,200 | 0.1% |
1 Existing beneficial holding includes 118,541,377 shares held by Carolyn Cross, including via holdings in 100% owned companies, and 37,772,652 shares held by Robert Cross, husband of Carolyn Cross. Following Admission, these holdings will be 119,258,222 and 37,772,652 shares respectively.
2 Directors subscribing in lieu of remuneration due.
The subscriptions by the Participating Directors in aggregate constitute a related party transaction for the purposes of Rule 13 of the AIM Rules by virtue of such persons being directors of the Company and therefore related parties. Jean Charest, the Director independent of the Subscription, considers, having consulted with the Company's nominated adviser, that the terms of the participation by the Participating Directors, are fair and reasonable insofar as the Company's shareholders are concerned. The Participating Directors are subscribing at the same Issue Price as the other investors in the Fundraising.
Use of Proceeds
The Company's current plan is to allocate the net proceeds of the Fundraising as follows: Phase 3 clinical trial, including the delivery of top-line results expected in Spring 2026 (circa 57%); commercial growth initiatives (circa 18%); production and operations (circa 13%); and general and administrative costs (13%). Allocations may be adjusted as required to support execution of the Company's strategy. The net proceeds of the Fundraising are expected to extend the Company's cash runway through to the end of H1 2026.
Admission, Settlement and Dealings
Admission of a total of 74,133,333 Fundraise Shares and Fee Shares is expected to take place on or around 8.00 a.m. on 3 September 2025 with dealings on AIM in the new Common Shares commencing at the same time.
The Placing Shares, Subscription Shares and Fee Shares (together the "New Common Shares") when issued, will be fully paid and will rank pari passu in all respects with the Company issued existing Common Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Total Voting Rights
Following Admission, the Company's issued and fully paid share capital will consist of 517,566,964 Common Shares, all of which carry one voting right per share. The Company does not hold any Common Shares in treasury. Therefore, the total number of Common Shares and voting rights in the Company at this date will be 517,566,964 Common Shares.
| a) | Position/status | 1. CEO 2. President, CTO 3. Non-executive director 4. Non-executive director 5. Non-executive director |
| b) | Initial notification /Amendment | Initial notification |
| a) | Name | Ondine Biomedical Inc. |
| b) | LEI | 9845005B69E07CGF4A56 |
| a) | Description of the financial instrument, type of instrument Identification code | Common shares ISIN: CA68234M2058 |
| b) | Nature of the transaction | Subscription for new Common Shares |
| c) | Price(s) and volume(s) | |
| Price(s) | Volume(s) | |
| 15p | 1. 716,845 2. 358,422 3. 116,487 4. 111,111 5. 57,347 | |
| d) | Aggregated information | 1,360,212 new Common Shares |
| e) | Date of the transaction | 28 August 2025 |
| f) | Place of the transaction | London Stock Exchange |
About Ondine Biomedical Inc.
UK Product Governance Requirements
EU Product Governance Requirements
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