Oxford Ventures, Inc. Signs Definitive Merger Agreement to Acquire ULURU Inc.; Completes $13 million Convertible Debenture Offering; Enters $30 Million Standby Equity Distribution Agreement 10/12/05 MESA, Ariz., Oct 12, 2005 (BUSINESS WIRE) --
Oxford Ventures, Inc. (OTC Bulletin Board : OXFV.OB)("Oxford") today announced that it has signed a definitive merger agreement to acquire ULURU Inc. ("ULURU"), a private Delaware company that focuses on advanced topical delivery of pharmaceutical agents. Separately, today ULURU announced the acquisition of the topical product assets of Access Pharmaceuticals, Inc. in a transaction valued at up to $20.7 million. Attached to this press release is a copy of the ULURU press release announcing the acquisition of the topical product assets.
Under the terms of the merger agreement, ULURU will become a wholly owned subsidiary of Oxford on the terms previously disclosed in our Form 8K filling with the Securities and Exchange Commission on September 13, 2005. In conjunction with the proposed acquisition, Oxford completed two financing transactions with an investor group including Highgate House Funds, Ltd. and Cornell Capital Partners LP. In the first transaction, Oxford has received a commitment for the sale of $15 million of secured convertible debentures, of which $13 million has been funded with the balance to be received upon the effectiveness of a registration statement filed with the Securities and Exchange Commission allowing for the resale of shares issued in connection with a Standby Equity Distribution Agreement. In the second financing, Oxford entered into a Standby Equity Distribution Agreement for up to $30 million.
Commenting on the recent developments, Daniel Leonard, President & CEO of Oxford, stated, "We have evaluated numerous opportunities for the company and believe that this series of transactions gives our shareholders the best opportunity to maximize returns. ULURU offers exciting potential as it has a developing revenue base and technologies from which significant product opportunities may be developed."
-------------------- EVERY Day ABOVE GROUND is a GREAT DAY!!! Posts: 2086 | From: Long Island New York | Registered: Aug 2004
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posted
I do think we will get to a penny and past....no dilution going on...financing in place , last split was forward....if you the math, i think it is way undervalued just got off pinks also
-------------------- EVERY Day ABOVE GROUND is a GREAT DAY!!! Posts: 2086 | From: Long Island New York | Registered: Aug 2004
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posted
Wonder how high this thing will go today. I got in at .055 and .056. So we will hope for the best!
Posts: 414 | From: Auburn, Alabama | Registered: Aug 2005
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Rochester, NY, Oct 18, 2005 (M2 PRESSWIRE via COMTEX) -- OTCStockExchange.com's "Mid-Day Stock Watch Alert" this afternoon are Emergency Filtration Products, Inc. (OTCBB: EMFP), Oxford Ventures, Inc. (OTCBB: OXFV), Maui General Store, Inc. (OTCBB: MAUG), Amazon Biotech, Inc. (OTCBB: AMZB).
Emergency Filtration Products, Inc. announced that it is planning to increase production of its NanoMask due to a surge in demand. The company has placed an initial order for the production of 500,000 filters from a West Coast based supplier. The filters, which are expected to be manufactured within the next several weeks, will then be shipped to EFP's Henderson, Nevada facility where they will be enhanced with nanoparticles and packaged.
Concurrently, the company expects to receive 50,000 mask shells from Taiwan and has placed an initial order for an additional 100,000 mask shells from its Taiwanese supplier. At the first stage of its production ramp up, EFP expects be able to assemble up to 50,000 masks and nano-enhance 200,000 filters per week. The final assembly will be done in Henderson as soon as EFP receives the filters and mask shells. EFP plans to further increase its production capacity as demand dictates.
"Over the past few weeks we have experienced a strong increase in orders for the NanoMask, which we believe is due to the growing threat of a possible avian flu pandemic," said Douglas K. Beplate, President, EFP. "As a result, and due to a number of potentially large orders from a number of medical products distributors in the United States and abroad, we are gearing up production capacity to meet the growing demand for the NanoMask."
Oxford Ventures, Inc. announced that it has signed a definitive merger agreement to acquire ULURU Inc. ("ULURU"), a private Delaware company that focuses on advanced topical delivery of pharmaceutical agents. Separately, today ULURU announced the acquisition of the topical product assets of Access Pharmaceuticals, Inc. in a transaction valued at up to $20.7 million. Attached to this press release is a copy of the ULURU press release announcing the acquisition of the topical product assets.
Under the terms of the merger agreement, ULURU will become a wholly owned subsidiary of Oxford on the terms previously disclosed in our Form 8K filling with the Securities and Exchange Commission on September 13, 2005. In conjunction with the proposed acquisition, Oxford completed two financing transactions with an investor group including Highgate House Funds, Ltd. and Cornell Capital Partners LP. In the first transaction, Oxford has received a commitment for the sale of $15 million of secured convertible debentures, of which $13 million has been funded with the balance to be received upon the effectiveness of a registration statement filed with the Securities and Exchange Commission allowing for the resale of shares issued in connection with a Standby Equity Distribution Agreement. In the second financing, Oxford entered into a Standby Equity Distribution Agreement for up to $30 million.
Commenting on the recent developments, Daniel Leonard, President & CEO of Oxford, stated, "We have evaluated numerous opportunities for the company and believe that this series of transactions gives our shareholders the best opportunity to maximize returns. ULURU offers exciting potential as it has a developing revenue base and technologies from which significant product opportunities may be developed."
-------------------- I'm not going to comment further, as I refuse to get into a battle of wits with an unarmed person.... Posts: 546 | From: Columbus | Registered: Aug 2005
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Rochester, NY, Oct 18, 2005 (M2 PRESSWIRE via COMTEX) -- OTCStockExchange.com's "Mid-Day Stock Watch Alert" this afternoon are Emergency Filtration Products, Inc. (OTCBB: EMFP), Oxford Ventures, Inc. (OTCBB: OXFV), Maui General Store, Inc. (OTCBB: MAUG), Amazon Biotech, Inc. (OTCBB: AMZB).
Emergency Filtration Products, Inc. announced that it is planning to increase production of its NanoMask due to a surge in demand. The company has placed an initial order for the production of 500,000 filters from a West Coast based supplier. The filters, which are expected to be manufactured within the next several weeks, will then be shipped to EFP's Henderson, Nevada facility where they will be enhanced with nanoparticles and packaged.
Concurrently, the company expects to receive 50,000 mask shells from Taiwan and has placed an initial order for an additional 100,000 mask shells from its Taiwanese supplier. At the first stage of its production ramp up, EFP expects be able to assemble up to 50,000 masks and nano-enhance 200,000 filters per week. The final assembly will be done in Henderson as soon as EFP receives the filters and mask shells. EFP plans to further increase its production capacity as demand dictates.
"Over the past few weeks we have experienced a strong increase in orders for the NanoMask, which we believe is due to the growing threat of a possible avian flu pandemic," said Douglas K. Beplate, President, EFP. "As a result, and due to a number of potentially large orders from a number of medical products distributors in the United States and abroad, we are gearing up production capacity to meet the growing demand for the NanoMask."
Oxford Ventures, Inc. announced that it has signed a definitive merger agreement to acquire ULURU Inc. ("ULURU"), a private Delaware company that focuses on advanced topical delivery of pharmaceutical agents. Separately, today ULURU announced the acquisition of the topical product assets of Access Pharmaceuticals, Inc. in a transaction valued at up to $20.7 million. Attached to this press release is a copy of the ULURU press release announcing the acquisition of the topical product assets.
Under the terms of the merger agreement, ULURU will become a wholly owned subsidiary of Oxford on the terms previously disclosed in our Form 8K filling with the Securities and Exchange Commission on September 13, 2005. In conjunction with the proposed acquisition, Oxford completed two financing transactions with an investor group including Highgate House Funds, Ltd. and Cornell Capital Partners LP. In the first transaction, Oxford has received a commitment for the sale of $15 million of secured convertible debentures, of which $13 million has been funded with the balance to be received upon the effectiveness of a registration statement filed with the Securities and Exchange Commission allowing for the resale of shares issued in connection with a Standby Equity Distribution Agreement. In the second financing, Oxford entered into a Standby Equity Distribution Agreement for up to $30 million.
Commenting on the recent developments, Daniel Leonard, President & CEO of Oxford, stated, "We have evaluated numerous opportunities for the company and believe that this series of transactions gives our shareholders the best opportunity to maximize returns. ULURU offers exciting potential as it has a developing revenue base and technologies from which significant product opportunities may be developed."
-------------------- EVERY Day ABOVE GROUND is a GREAT DAY!!! Posts: 2086 | From: Long Island New York | Registered: Aug 2004
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Entry into Material Agreement, Financial Statements and Exhibits
Item 1.01. Entry into a Material Definitive Agreement. On October 12, 2005, Oxford Ventures, Inc. (the "Registrant") entered in a Securities Purchase Agreement (the "Securities Purchase Agreement") to issue secured convertible debentures to Highgate House Funds, Ltd. ("Highgate") and Prenox, LLC ("Prenox") in an amount of up to $15,000,000 and to issue Highgate and Prenox warrants for up to 5,000,000 shares of the Registrant's common stock for a period of five years with an exercise price of $0.01 (the "Warrants"). Also on October 12, 2005, Oxford issued a $10,000,000 secured convertible debenture to Prenox and a $3,000,000 secured convertible debenture (together, the "Debentures") to Highgate as well as the Warrants. The Registrant has used the majority of the proceeds from the Debentures to extend a loan, described below, to Uluru Inc. ("Uluru"). The shares underlying the Warrants shall be included on a registration statement, described below, to be filed by the Registrant with the Securities and Exchange Commission. In exchange for the purchase of the Debentures, the Registrant granted Highgate and Prenox a security interest in all of its assets, including any assets the Registrant acquires while the Debentures are outstanding, and has agreed to issue shares of common stock in an amount equal to five times the gross proceeds of the Debentures to be held in escrow in the event of a default under the Debentures (the "Escrow Shares").
The Debentures have a term of two years from the date of issuance and bear an interest of ten percent per annum. The Registrant may redeem the Debentures at any time prior to their maturity at a price equal to 120% of the face amount redeemed plus any accrued interest. Highgate and Prenox may at their option convert all or some of the Debentures plus any accrued and unpaid interest into shares of the Registrant's common stock at the price of $1.50 per share.
On October 12, 2005, the Registrant entered into a Bridge Loan and Control Share and Pledge Security Agreement, (the "Bridge Loan Agreement") with Uluru and Kerry P. Gray. Pursuant to the Bridge Loan Agreement, the Registrant loaned Uluru $10,700,000 in exchange for a secured debenture (the "Uluru Debenture"). In addition to granting the Uluru Debenture, Uluru granted a security interest in its assets (the "Security Interest") to Oxford and Mr. Gray pledged Uluru shares representing 54.5% of Uluru's capital stock to Oxford (the "Pledged Shares"). To entice Highgate and Prenox to enter into the Securities Purchase Agreement, Oxford assigned the Security Interest and the Pledged Shares to Prenox and Highgate pursuant to a Collateral Assignment Agreement entered into between the Registrant, Highgate and Prenox.
On October 12, 2005, the Registrant entered into a Standby Equity Distribution Agreement ("SEDA") with Cornell. Under the SEDA, Cornell committed to purchase over the course of two years from the date of the effectiveness of a registration statement described below up to $30,000,000 of the Registrant's common stock in increments of up to $1,000,000 (each such increment, an "Advance"). The purchase price for this common
stock shall be 97% of the lowest daily volume weighted average price of the common stock during the five consecutive trading days after notice is given requesting an Advance.
The Registrant shall file a registration statement with the Securities and Exchange Commission to register the resale of the Registrant's common stock issued to Cornell pursuant to the SEDA. The registration statement shall also include the shares of common stock underlying the Warrants and the Escrow Shares. The Registrant shall continuously maintain the effectiveness of the registration statement for a period of twenty four (24) months after its effective date.
On October 12, 2005, the Registrant entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Uluru by and among the Registrant, Uluru, and Uluru Acquisitions Corp., a wholly-owned subsidiary of the Registrant ("Merger Corp."). Under the Merger Agreement, Merger Corp. will merge with and into Uluru, as a result of which Registrant will acquire all of the issued and outstanding shares of Uluru and Uluru will become a wholly-owned subsidiary of the Registrant (the "Merger").
In connection with the Merger, the holders of Uluru common stock, will receive 11,000,000 shares of the Registrant's common stock, approximately forty percent of the shares of Common Stock of the Registrant on a fully diluted basis after giving effect to the Merger, and the shareholders of Registrant immediately prior to the Merger will retain 1,000,000 shares of common stock of Registrant, representing approximately four percent of the shares of Common Stock of Oxford on a fully diluted basis after giving effect to the Merger.
After giving effect to the Merger, the shares of common stock into which the Debentures are convertible and the Warrants, the Registrant will have 28,000,000 shares of common stock issued and outstanding.
After giving effect to the Merger, and pending approval of the Registrant's shareholders, the Board of Directors of the Registrant will consist of five members. Simultaneously with the resignation of the current officer and director of the Registrant, a new Board of Directors will be appointed as determined by Uluru, with Highgate and Prenox appointing one member of the five new members of the Board of Directors. All securities issued pursuant to the Merger will be "restricted" stock and be subject to all applicable re-sale restrictions specified by federal and state securities laws.
ITEM 9. FINANCIAL STATEMENTS AND EXHIBITS
Number Exhibit ------ -------
10.1 Securities Purchase Agreement between the Registrant, Highgate and Prenox, dated October 12, 2005
10.2 Security Agreement between the Registrant, Highgate and Prenox, dated October 12, 2005
10.3 Collateral Assignment between the Registrant, Highgate and Prenox, dated October 12, 2005
10.4 Guaranty Agreement between the Registrant, Highgate and Prenox, dated October 12, 2005
10.5 Guarantor Security Agreement between the Registrant, Highgate and Prenox, dated October 12, 2005
10.6 Escrow Agreement between the Registrant, Highgate and Prenox, dated October 12, 2005
10.7 Escrow Shares Escrow Agreement between the Registrant, Highgate, Prenox and Gottbetter & Partners, LLP (the "Escrow Agent"), dated October 12, 2005
10.8 Investor Registration Rights Agreement between the Registrant, Highgate and Prenox, dated October 12, 2005
10.9 OXFV Convertible Debenture for $3,000,000 between the Registrant and Highgate, dated October 12, 2005
10.10 OXFV Convertible Debenture for $10,000,000 between the Registrant and Prenox, dated October 12, 2005
10.11 Warrant between the Registrant and Highgate, dated October 12, 2005
10.12 Warrant between the Registrant and Prenox, dated October 12, 2005
10.13 Bridge Loan and Control Share Pledge and Security Agreement between Uluru, the Registrant and Mr. Gray, dated October 12, 2005
10.14 Security Agreement between Uluru, the Registrant and Mr. Gray, dated October 12, 2005
10.15 Pledge and Escrow Agreement between the Registrant, Uluru, Mr. Gray, and Escrow Agent, dated October 12, 2005
10.16 Convertible Debenture for $10,700,000 between the Registrant and Uluru, dated October 12, 2005
10.17 Merger Agreement between the Registrant, Merger Corp., and Uluru, dated October 12, 2005
10.18 Indemnification Escrow Agreement between the Registrant, Mr. Gray and the Escrow Agent, dated October 12, 2005
10.19 Standby Equity Distribution Agreement between the Registrant and Cornell, dated October 12, 2005
10.20 SEDA Registration Rights Agreement between the Registrant and Cornell, dated October 12, 2005
10.21 Placement Agent Agreement between the Registrant, Cornell and Newbridge Securities Corp., dated October 12, 2005
Posts: 5120 | Registered: Jun 2004
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posted
Dude I have no idea -- should have just kept my cash -- I know better to play somthing that already had a damn 60% gain
Posts: 613 | From: St. Louis MO | Registered: Sep 2005
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