Thursday, February 14, 2008 3:33:39 PM
DOR BioPharma Enters Into $8.5 Million Common Stock Purchase Agreement
Thursday February 14, 3:25 pm ET
EWING, NJ--(MARKET WIRE)--Feb 14, 2008 -- DOR BioPharma, Inc. (OTC BB:DORB.OB - News) ("DOR" or the "Company"), a late-stage biopharmaceutical company developing products to treat life-threatening side effects of cancer treatments and serious gastrointestinal diseases, and vaccines against certain bioterrorism agents, announced today that it signed an $8.5 million common stock purchase agreement with Fusion Capital Fund II, LLC, a Chicago-based institutional investor.
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Upon signing the agreement, Fusion Capital purchased 2,777,778 shares together with a warrant to purchase up to 1,388,889 shares of DOR common stock at $0.22 per share, for an aggregate price of $500,000 ($0.18 per share) representing the market price at the time the deal was negotiated. After the US Securities and Exchange Commission (SEC) has declared effective a registration statement related to the transaction, DOR has the right over a 25-month period to sell shares of its common stock to Fusion Capital from time to time in amounts between $80,000 and $1 million, depending on certain conditions, and up to an additional $8 million in the aggregate. The purchase price of the shares will be based on the prevailing market prices of DOR's shares at the time of sales without any fixed discount. There are no negative covenants, restrictions on future fundings, penalties or liquidated damages in the agreement. DOR has the right to control the timing and the amount of stock sold to Fusion Capital and under certain conditions may increase or decrease the amount of stock sold to Fusion Capital. DOR also has the right to terminate the agreement at any time.
DOR plans to use the proceeds from this financing for: (i) a confirmatory Phase 3 clinical trial of orBec® (oral beclomethasone dipropionate) in the treatment of gastrointestinal Graft-versus-Host disease (GI GVHD), (ii) Phase 2 clinical trials of orBec® (or oral BDP) in the treatment of chronic GI GVHD and radiation enteritis, (iii) continuation of regulatory interaction with the US Food and Drug Administration (FDA) and the European Medicines Evaluation Agency (EMEA) for orBec®, (iv) further clinical and preclinical development of its pipeline products, including its Lipid Polymer Micelle (LPM(TM)) drug delivery technology and biodefense vaccine development programs for ricin and botulinum toxins, (v) potential acquisition and/or in-licensing of additional clinical stage products; and (vi) general corporate purposes.
"We are pleased to be entering into this new $8.5 million agreement with Fusion Capital as they are a well respected fund with a strong track record of investments in health care," said Christopher J. Schaber, PhD, President and Chief Executive Officer of DOR BioPharma. "This $8.5 million agreement provides DOR with favorable terms and flexibility in raising capital efficiently over time and in a cost effective manner. It gives us greater financial security and will allow us to explore all potential strategic and partnering options from a position of strength. Fusion Capital began investing in DOR in January 2006, and we believe that they will continue to be a good long-term financial partner for DOR."
A more detailed description of the agreement is set forth in the Company's Registration Statement on Form S-1 related to the transaction recently filed with the SEC which the Company encourages be reviewed carefully.
About Fusion Capital
Fusion Capital Fund II, LLC is an institutional investor based in Chicago, Illinois with a fundamental investment approach. Fusion Capital invests in a wide range of companies and industries emphasizing life sciences, energy and technology companies. Its investments range from special situation financing to long-term strategic capital.
About DOR BioPharma, Inc.
DOR BioPharma, Inc. (DOR) is a biopharmaceutical company developing products to treat life-threatening side effects of cancer treatments and serious gastrointestinal diseases, and vaccines for certain bioterrorism agents. DOR's lead product, orBec® (oral beclomethasone dipropionate, or BDP), is a potent, locally acting corticosteroid being developed for the treatment of gastrointestinal Graft-versus-Host disease (GI GVHD), a common and potentially life-threatening complication of bone marrow transplantation. DOR filed a New Drug Application for orBec® with the FDA for the treatment of acute GI GVHD and received a not approvable letter in which the FDA has requested data from an additional clinical trial to demonstrate the safety and efficacy of orBec®. A Marketing Authorization Application with the European Medicines Evaluation Agency has also been validated and is under review. orBec® is currently the subject of an NIH-supported, Phase 2, randomized, double-blind, placebo-controlled trial in the prevention of acute GVHD. Oral BDP may also have application in treating other gastrointestinal disorders characterized by severe inflammation. DOR has initiated a development program with its Lipid Polymer Micelle (LPM(TM)) drug delivery technology for the oral delivery of leuprolide for the treatment of prostate cancer and endometriosis, as well as a development program with its oral azathioprine technology for the treatment of oral GVHD.
Through its Biodefense Division, DOR is developing biomedical countermeasures pursuant to the Project BioShield Act of 2004. DOR's biodefense products in development are recombinant subunit vaccines designed to protect against the lethal effects of exposure to ricin toxin and botulinum toxin. DOR's ricin toxin vaccine, RiVax™, has been shown to be well tolerated and immunogenic in a Phase 1 clinical trial in normal volunteers.
For further information regarding DOR BioPharma, Inc., please visit the Company's website located at www.dorbiopharma.com.
This press release contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, that reflect DOR BioPharma, Inc.'s current expectations about its future results, performance, prospects and opportunities, including statements regarding the potential use of orBec® for the treatment of gastrointestinal GVHD and the prospects for regulatory filings for orBec®. Where possible, DOR has tried to identify these forward-looking statements by using words such as "anticipates," "believes," "intends," or similar expressions. These statements are subject to a number of risks, uncertainties and other factors that could cause actual events or results in future periods to differ materially from what is expressed in, or implied by, these statements. DOR cannot assure you that it will be able to successfully develop or commercialize products based on its technology, including orBec®, particularly in light of the significant uncertainty inherent in developing vaccines against bioterror threats, manufacturing and conducting preclinical and clinical trials of vaccines, and obtaining regulatory approvals, that its technologies will prove to be safe and effective, that its cash expenditures will not exceed projected levels, that it will be able to obtain future financing or funds when needed, that product development and commercialization efforts will not be reduced or discontinued due to difficulties or delays in clinical trials or due to lack of progress or positive results from research and development efforts, that it will be able to successfully obtain any further grants and awards, maintain its existing grants which are subject to performance, enter into any biodefense procurement contracts with the US Government or other countries, that the US Congress may not pass any legislation that would provide additional funding for the Project BioShield program, that it will be able to patent, register or protect its technology from challenge and products from competition or maintain or expand its license agreements with its current licensors, or that its business strategy will be successful. Important factors which may affect the future use of orBec® for gastrointestinal GVHD include the risks that: the FDA's requirement that DOR conduct additional clinical trials to demonstrate the safety and efficacy of orBec® will take a significant amount of time and money to complete and positive results leading to regulatory approval cannot be assumed; DOR is dependent on the expertise, effort, priorities and contractual obligations of third parties in the clinical trials, manufacturing, marketing, sales and distribution of its products; orBec® may not gain market acceptance if it is eventually approved by the FDA; and others may develop technologies or products superior to orBec®. These and other factors are described from time to time in filings with the Securities and Exchange Commission, including, but not limited to, DOR's most recent reports on Form 10-QSB and Form 10-KSB. DOR assumes no obligation to update or revise any forward-looking statements as a result of new information, future events, and changes in circumstances or for any other reason.
Thursday February 14, 3:25 pm ET
EWING, NJ--(MARKET WIRE)--Feb 14, 2008 -- DOR BioPharma, Inc. (OTC BB:DORB.OB - News) ("DOR" or the "Company"), a late-stage biopharmaceutical company developing products to treat life-threatening side effects of cancer treatments and serious gastrointestinal diseases, and vaccines against certain bioterrorism agents, announced today that it signed an $8.5 million common stock purchase agreement with Fusion Capital Fund II, LLC, a Chicago-based institutional investor.
ADVERTISEMENT
Upon signing the agreement, Fusion Capital purchased 2,777,778 shares together with a warrant to purchase up to 1,388,889 shares of DOR common stock at $0.22 per share, for an aggregate price of $500,000 ($0.18 per share) representing the market price at the time the deal was negotiated. After the US Securities and Exchange Commission (SEC) has declared effective a registration statement related to the transaction, DOR has the right over a 25-month period to sell shares of its common stock to Fusion Capital from time to time in amounts between $80,000 and $1 million, depending on certain conditions, and up to an additional $8 million in the aggregate. The purchase price of the shares will be based on the prevailing market prices of DOR's shares at the time of sales without any fixed discount. There are no negative covenants, restrictions on future fundings, penalties or liquidated damages in the agreement. DOR has the right to control the timing and the amount of stock sold to Fusion Capital and under certain conditions may increase or decrease the amount of stock sold to Fusion Capital. DOR also has the right to terminate the agreement at any time.
DOR plans to use the proceeds from this financing for: (i) a confirmatory Phase 3 clinical trial of orBec® (oral beclomethasone dipropionate) in the treatment of gastrointestinal Graft-versus-Host disease (GI GVHD), (ii) Phase 2 clinical trials of orBec® (or oral BDP) in the treatment of chronic GI GVHD and radiation enteritis, (iii) continuation of regulatory interaction with the US Food and Drug Administration (FDA) and the European Medicines Evaluation Agency (EMEA) for orBec®, (iv) further clinical and preclinical development of its pipeline products, including its Lipid Polymer Micelle (LPM(TM)) drug delivery technology and biodefense vaccine development programs for ricin and botulinum toxins, (v) potential acquisition and/or in-licensing of additional clinical stage products; and (vi) general corporate purposes.
"We are pleased to be entering into this new $8.5 million agreement with Fusion Capital as they are a well respected fund with a strong track record of investments in health care," said Christopher J. Schaber, PhD, President and Chief Executive Officer of DOR BioPharma. "This $8.5 million agreement provides DOR with favorable terms and flexibility in raising capital efficiently over time and in a cost effective manner. It gives us greater financial security and will allow us to explore all potential strategic and partnering options from a position of strength. Fusion Capital began investing in DOR in January 2006, and we believe that they will continue to be a good long-term financial partner for DOR."
A more detailed description of the agreement is set forth in the Company's Registration Statement on Form S-1 related to the transaction recently filed with the SEC which the Company encourages be reviewed carefully.
About Fusion Capital
Fusion Capital Fund II, LLC is an institutional investor based in Chicago, Illinois with a fundamental investment approach. Fusion Capital invests in a wide range of companies and industries emphasizing life sciences, energy and technology companies. Its investments range from special situation financing to long-term strategic capital.
About DOR BioPharma, Inc.
DOR BioPharma, Inc. (DOR) is a biopharmaceutical company developing products to treat life-threatening side effects of cancer treatments and serious gastrointestinal diseases, and vaccines for certain bioterrorism agents. DOR's lead product, orBec® (oral beclomethasone dipropionate, or BDP), is a potent, locally acting corticosteroid being developed for the treatment of gastrointestinal Graft-versus-Host disease (GI GVHD), a common and potentially life-threatening complication of bone marrow transplantation. DOR filed a New Drug Application for orBec® with the FDA for the treatment of acute GI GVHD and received a not approvable letter in which the FDA has requested data from an additional clinical trial to demonstrate the safety and efficacy of orBec®. A Marketing Authorization Application with the European Medicines Evaluation Agency has also been validated and is under review. orBec® is currently the subject of an NIH-supported, Phase 2, randomized, double-blind, placebo-controlled trial in the prevention of acute GVHD. Oral BDP may also have application in treating other gastrointestinal disorders characterized by severe inflammation. DOR has initiated a development program with its Lipid Polymer Micelle (LPM(TM)) drug delivery technology for the oral delivery of leuprolide for the treatment of prostate cancer and endometriosis, as well as a development program with its oral azathioprine technology for the treatment of oral GVHD.
Through its Biodefense Division, DOR is developing biomedical countermeasures pursuant to the Project BioShield Act of 2004. DOR's biodefense products in development are recombinant subunit vaccines designed to protect against the lethal effects of exposure to ricin toxin and botulinum toxin. DOR's ricin toxin vaccine, RiVax™, has been shown to be well tolerated and immunogenic in a Phase 1 clinical trial in normal volunteers.
For further information regarding DOR BioPharma, Inc., please visit the Company's website located at www.dorbiopharma.com.
This press release contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, that reflect DOR BioPharma, Inc.'s current expectations about its future results, performance, prospects and opportunities, including statements regarding the potential use of orBec® for the treatment of gastrointestinal GVHD and the prospects for regulatory filings for orBec®. Where possible, DOR has tried to identify these forward-looking statements by using words such as "anticipates," "believes," "intends," or similar expressions. These statements are subject to a number of risks, uncertainties and other factors that could cause actual events or results in future periods to differ materially from what is expressed in, or implied by, these statements. DOR cannot assure you that it will be able to successfully develop or commercialize products based on its technology, including orBec®, particularly in light of the significant uncertainty inherent in developing vaccines against bioterror threats, manufacturing and conducting preclinical and clinical trials of vaccines, and obtaining regulatory approvals, that its technologies will prove to be safe and effective, that its cash expenditures will not exceed projected levels, that it will be able to obtain future financing or funds when needed, that product development and commercialization efforts will not be reduced or discontinued due to difficulties or delays in clinical trials or due to lack of progress or positive results from research and development efforts, that it will be able to successfully obtain any further grants and awards, maintain its existing grants which are subject to performance, enter into any biodefense procurement contracts with the US Government or other countries, that the US Congress may not pass any legislation that would provide additional funding for the Project BioShield program, that it will be able to patent, register or protect its technology from challenge and products from competition or maintain or expand its license agreements with its current licensors, or that its business strategy will be successful. Important factors which may affect the future use of orBec® for gastrointestinal GVHD include the risks that: the FDA's requirement that DOR conduct additional clinical trials to demonstrate the safety and efficacy of orBec® will take a significant amount of time and money to complete and positive results leading to regulatory approval cannot be assumed; DOR is dependent on the expertise, effort, priorities and contractual obligations of third parties in the clinical trials, manufacturing, marketing, sales and distribution of its products; orBec® may not gain market acceptance if it is eventually approved by the FDA; and others may develop technologies or products superior to orBec®. These and other factors are described from time to time in filings with the Securities and Exchange Commission, including, but not limited to, DOR's most recent reports on Form 10-QSB and Form 10-KSB. DOR assumes no obligation to update or revise any forward-looking statements as a result of new information, future events, and changes in circumstances or for any other reason.
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