BOHEMIA, N.Y., Jan. 27, 2005 (PRIMEZONE) -- OmniCorder Technologies, Inc. (OTCBB:OMCT), a developer of functional medical imaging systems, today announced that it has filed a registration statement with the Securities and Exchange Commission in connection with a rights offering to its existing shareholders.
The proposed rights offering consists of rights to subscribe for up to 3,500,000 shares of series A convertible preferred stock. OmniCorder would issue the subscription rights at the rate of one right for approximately every eight shares of the company's common stock held by shareholders as of the record date of January 19, 2005. After SEC effectiveness of the Registration Statement, a subscription certificate, together with a prospectus in which details of the rights offering will be set forth, will be mailed to shareholders. It is expected that the rights offering will be open for 30 days. No fractional rights will be issued, and OmniCorder will round the number of rights its shareholders receive down to the nearest whole number.
Each subscription right would represent the right to purchase one share of series A convertible preferred stock at a subscription price of $1.00 per share. The shares of series A convertible preferred stock would be convertible into shares of common stock at the rate of $1.10 per share, (i) at any time at the option of the holder thereof, and (ii) automatically, as of the close of business on the 20th consecutive trading day on which the closing bid price for the common stock on the principal stock market on which it is listed, is at least $2.20 per share, or 200% of the $1.10 conversion price per share.
Commenting on the rights offering, Michael A. Davis, M.D., Chairman of the Executive Committee of OmniCorder's Board of Directors, stated, "After assessing a number of options, the Board of Directors determined that a rights offering represents the most attractive funding option for the company at this point. The rights offering mitigates dilution to existing shareholders who subscribe to it, and we believe that this prudent approach to capital management is in the interests of all our shareholders."
Dr. Davis continued, "Our goal in this offering is to provide for our ongoing operational needs while maintaining a stronger financial position. We expect the proceeds of the offering will be used for working capital and general corporate purposes that will help us build on our body of scientific knowledge in order to strengthen our future commercialization efforts in a number of important optical imaging applications."
This notification is not an offering, which can be made only by means of the prospectus. OmniCorder stockholders are not required to take any action at this time. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Webcast Conference Call:
Michael A. Davis, M.D., Chairman of the Executive Committee of OmniCorder's Board of Directors, will host a conference call for shareholders on January 28, 2005 at 10:00 a.m. (Eastern Time). The dial-in number is 800-291-5365 in the U.S. and 617-614-3922 internationally. The passcode for both is 25505875.
This conference call is being webcast and can be accessed live on OmniCorder's website at www.omnicorder.com. The webcast is also being distributed through the Thomson StreetEvents Network to both institutional and individual investors. Individual investors can listen to the call at www.fulldisclosure.com, Thomson/CCBN's individual investor portal, powered by StreetEvents. Institutional investors can access the call via Thomson's password-protected event management site, StreetEvents (www.streetevents.com). The webcast will be archived on the company's website for 30 days.
About OmniCorder Technologies, Inc.:
OmniCorder Technologies Inc., headquartered in Bohemia, New York, is a leading developer of functional medical imaging applications using advanced infrared focal plane arrays. OmniCorder's imaging technology has utility for clinicians and researchers in drug discovery, disease detection and disease management applications.
OmniCorder's 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.