Ondine Biomedical Inc. Announces Third Quarter 2010 Financial Results

VANCOUVER, BRITISH COLUMBIA--(Marketwire - November 11, 2010) - Ondine Biomedical Inc. (TSX: OBP)(AIM: OBP) (formerly Ondine Biopharma Corporation, the "Company" or "Ondine") a medical device company developing photodisinfection based products, announced its financial results for the third quarter ended September 30, 2010.

"Despite continued challenging economic conditions, Ondine experienced continued growth and partner interest across all our business sectors during the third quarter of 2010," stated Carolyn Cross, Chairman and CEO. "We initiated sales of our convenient, cordless handheld laser and our Advanced Treatment Kit to Ondine's dental business partner, Periowave Dental Technologies, Inc. Initial response from clinicians using the system has been highly favorable. Shortly after Ondine formed Sinuwave Technologies Corporation to develop a photodisinfection treatment for chronic, debilitating sinus infections, we were proud to have received immediate and significant interest in this application of photodisinfection through the sale of a majority interest in Sinuwave Technologies Corporation to a private equity group. In addition to the initial payment received on closing of this sale, Ondine is entitled to receive significant additional consulting fee revenue in connection with the development of the Sinuwave product, milestone payments, and manufacturing revenues and royalties on future sales of the product. This successful transaction demonstrates Ondine's evolved business model: completion of the initial research and development of photodisinfection products destined to fulfill critically-unmet medical needs, followed by rapid partnership in order to accelerate the development of multiple photodisinfection product opportunities."

FINANCIAL RESULTS

For the three months ended September 30, 2010 ("Third Quarter 2010") the Company recorded a loss of $0.32 million, or $0.00 per common share, compared with a loss of $1.58 million, or $0.02 per common share, for the three months ended September 30, 2009 ("Third Quarter 2009"). Revenue, net of cost of sales, for Third Quarter 2010 was $0.34 million, including gross margin of $0.01 million (12.9%) on Periowave™ product sales of $0.10 million compared to revenue, net of cost of sales, for Third Quarter 2009 of $0.17 million, including gross margin of $0.01 million (41.2%) on Periowave™ product sales of $0.03 million.

For the nine months ended September 30, 2010 ("Nine Months 2010"), the Company recorded a loss of $2.57 million or $0.02 per common share compared with a loss of $3.37 million or $0.04 per common share during the nine months ended September 30, 2009 ("Nine Months 2009"). Revenue, net of cost of sales, for the Nine Months 2010 was $0.83 million, including gross margin of $0.11 million (41.6%) on Periowave™ product sales of $0.26 million compared to revenue, net of cost of sales, for the Nine Months 2009 of $0.56 million, including gross margin of $0.35 million (63.9%) on Periowave™ product sales of $0.54 million.

RECENT DEVELOPMENTS

In September 2010, Ondine sold a majority interest in its then wholly owned subsidiary, Sinuwave Technologies Corporation ("STC"), for US$660,000 ($678,414) to a private equity investor group (the "STC Sale"). STC is developing the Sinuwave™ product, a photodisinfection treatment for the chronic sinusitis market. Immediately subsequent to the STC Sale, the private equity investor group completed an initial financing in STC for US$550,000. As a result of the sale, the initial financing transaction and certain related transactions, Ondine retains a 19.6% equity interest in STC. The private equity investor group has also committed to provide STC with additional financing totaling US$1.1 million in 2 tranches and would have the right to invest a further US$1.1 million in Sinuwave on exercise of share purchase warrants. Ondine and STC have entered into a memorandum of understanding, pursuant to which Ondine will i) receive monthly consulting revenue for management and research and development services in support of the development of Sinuwave™ product; ii) have the right and obligation to manufacture products for STC for the chronic sinusitis application on a cost plus basis; and iii) be entitled to milestone payments totaling US$250,000 based on the achievement of certain development milestones. Ondine is also entitled to receive royalties on STC sales of Sinuwave™ product pursuant to the terms of an intellectual property license agreement.

Effective October 14, 2010, the Company consolidated all of its issued and outstanding common shares on the basis of fifteen (15) "old" common shares for one (1) "new" common share (the "Share Consolidation"). Fractional shares remaining after giving effect to the consolidation have been cancelled, such that shareholdings of each shareholder have been rounded down to the nearest whole number of post-consolidation shares. Outstanding stock options and warrants were similarly adjusted by the consolidation ratio. Unless otherwise indicated, the share and per share amounts stated in this news release are the pre-consolidation amounts.

The Company is pleased to report during the quarter ended September 30, 2010 it shipped the initial commercial order of its latest products to its business partner, Periowave Dental Technologies, Inc. ("PDT Inc"). These products, which are for the dental market, consist of a convenient cordless handheld laser ("HHL") and a reformulated photosensitizer with advanced handling properties.

In November 2010, the Company announced its Bothell, Washington based subsidiary, Ondine Research Laboratories, Inc. ("ORL") has been awarded a grant in the amount of US$244,479 under the Qualifying Therapeutic Discovery Project (QTDP) tax credit program. ORL was awarded funding to support continuing research and development for the MRSAid™ product for non-antibiotic nasal decolonization of Staphylococcus aureus and methicillin-resistant Staphylococcus aureus ("MRSA"). The QTDP program was created to support innovative medical research by small life sciences companies and to assist in the development of novel cost-saving therapies as part of the Patient Protection and Affordable Care Act of 2010. Cash grants were awarded based on a competitive application process after evaluation by the National Institutes of Health and the Internal Revenue Service.

Financial Review

The $0.80 million decrease in loss for the Nine Months 2010, when compared to the Nine Months 2009, was primarily due to i) an increase of $0.48 million in consulting revenue; ii) a decrease of $0.45 million in marketing and sales ("M&S") expenses; and iii) a $0.63 million loss on sale and write-down of investment that occurred during the Nine Months 2009, while no comparable transaction occurred during the Nine Months 2010. These decreases in loss were partially offset by i) an increase of $0.35 million in research and development ("R&D") expenses; ii) the decrease of $0.24 million in gross margin described above; and iii) a decrease of $0.10 million in gain on sale of assets. The Company recognized a $0.58 million gain on sale of assets during Nine Months 2010 in connection with the STC Sale on September 13, 2010, compared with a gain of $0.68 million for Nine Months 2009 recognized in connection with the sale of the Company's dental business to PDT Inc that occurred on June 5, 2009 (the "Dental Sale").

The $1.26 million decrease in loss for Third Quarter 2010, when compared to Third Quarter 2009, was primarily due to i) an increase of $0.15 million in consulting revenue; ii) a $0.58 million gain on sale of assets, in connection with the STC Sale, while there was no comparable transaction for Third Quarter 2009; and iii) Third Quarter 2009 including a $0.63 million loss on sale and write-down of investment, while there was no comparable transaction for Third Quarter 2010.

Sales during the Nine Months 2010 consisted of Periowave™ product, primarily laser base stations and cordless hand held lasers, sold to PDT under a manufacturing and supply agreement entered into in June of 2009 as part of the Dental Sale. During the Nine Months 2009 the Company's sales consisted of Periowave™ product, primarily treatment kits, sold to three distributors in Canada and to a distributor in the United Kingdom. The margins obtained on the sales in the Nine Months 2010 were lower than the margins obtained on the Company's sales during the Nine Months 2009 reflecting the Company's new position as supplier to PDT Inc. The gross margin percentage for the Nine Months 2010 reflects the sale in the first quarter of 2010 of laser base stations that had previously been written off by the Company and accordingly there was no cost of sales in connection with the sale of that product. The gross margin percentage that will be earned on the Company's future sales under the manufacturing agreement with PDT Inc referred to above will be lower than the gross margin percentage realized during the Nine Months 2010.

In connection with the Dental Sale, the Company and PDT entered into a management services agreement effective from the closing date, June 5, 2009. The consulting revenue received by the Company from PDT Inc under this agreement, together with the consulting revenue earned from PDT Inc in connection with a research and development agreement and the consulting revenue earned under the agreement with STC referred to above, accounts for the increase in consulting revenue for the Nine Months 2010, as compared to the Nine Months 2009. The reduction in M&S expenses resulted from the elimination of substantially all of those expenses subsequent to the closing of the Dental Sale. The bulk of the increase in R&D expenses was due to an increase in consulting and professional fees, primarily in connection with the development of Endowave™, the Company's product for in situ disinfection of endotracheal tubes to prevent ventilator-associated pneumonia (VAP) and an increase in costs incurred in connection with the development of a cordless hand held laser, initially for use in the Periowave™ product. The Endowave™ product was acquired by the Company in December 2009 as part of the acquisition of Advanced Photodynamic Technologies, Inc.

The Company intends to continue to focus its resources on development of a select number of new applications of its platform PDD technology. In addition to the applications referred to above, during the Nine Months 2010 the Company continued to invest in research and development of, among other things, our MRSAid™ product for decolonization of pathogenic bacteria, such as methicillin-resistant Staphylococcus aureus (MRSA) in the anterior nares and in the Periowave™ PMA submission, primarily in connection with a number of FDA audits of certain of the Company's clinical studies. The PMA was submitted by the Company on behalf of PDT to obtain FDA approval for the sale of Periowave™ in the United States for the treatment of periodontitis in adults as an adjunct to standard methods of care. The Company is now also supporting the development of the Sinuwave product under contract with STC.

As at September 30, 2010 the Company had cash and cash equivalents totaling $0.56 million compared with $1.06 million as at December 31, 2009. Accounts payable and accrued liabilities at September 30, 2010 were $1.11 million compared to $1.1 million at December 31, 2009. During the Nine Months 2010, the Company used cash of approximately $2.4 million for operating activities, received total cash proceeds of $0.89 million, net of issuance costs, from a private placement that closed in April 2010 and on the exercise of share purchase warrants by Carolyn Cross, Chairman and CEO, received a loan of $0.5 million from Carolyn Cross, and received $0.66 million from the STC Sale that closed in September 2010.

Based on the Company's current level of activities and its future plans, the Company will need to raise additional capital in the near term to continue with its planned operating activities. Although there has been some improvement in certain sectors of the capital markets, the Company continues to believe that future market conditions may make it more difficult and time consuming than normal for companies at its stage of development to secure additional funding. Assurances can not be given that additional funding will be available on terms that are acceptable to the Company. In the interim, the Company will continue to control its expenses and defer capital outlays in order to extend the period it can operate utilizing its existing cash balances. Should the Company be unable to obtain additional cash in a timely manner, it would have to severely curtail or cease its activities and there can be no assurances that the Company would be able to continue in business.

At September 30, 2010 the Company had 126,796,145 common shares outstanding. As a result of the Share Consolidation, the Company has 8,453,042 common shares outstanding as of the date of this news release.

Additional analysis of the Company's financial results for the three months and nine months ended September 2010 is included in Ondine's management's discussion and analysis of financial condition and results of operations (MDA) for the quarter ended September 30, 2010, which will be available on the Company's website and on www.sedar.com.

About Ondine Biomedical Inc.

Ondine is developing non-antibiotic therapies for the treatment of a broad spectrum of bacterial, fungal and viral infections. The Company is focused on developing leading edge products utilizing its patented light-activated technology, primarily for the Hospital Acquired Infection market. Photodisinfection provides broad-spectrum antimicrobial efficacy without encouraging the formation and spread of antibiotic resistance. The Company is headquartered in Vancouver, British Columbia, Canada, with a research and development laboratory in Bothell, Washington, USA. For additional information, please visit the Company's website at: www.ondinebio.com.

Forward-Looking Statements:

Certain statements contained in this release containing words like "believe", "intend", "may", "expect" and other similar expressions, are forward-looking statements that involve a number of risks and uncertainties. Factors that could cause actual results to differ materially from those projected in the Company's forward-looking statements include the following: market acceptance of our technologies and products; our ability to obtain financing; our financial and technical resources relative to those of our competitors; our ability to keep up with rapid technological change; government regulation of our technologies; our ability to enforce our intellectual property rights and protect our proprietary technologies; the ability to obtain and develop partnership opportunities; the timing of commercial product launches; the ability to achieve key technical milestones in key products and other risk factors identified from time to time in the Company's public filings.

Ondine Biomedical Inc.
(formerly Ondine Biopharma Corporation)
Incorporated under the laws of British Columbia

CONSOLIDATED BALANCE SHEETS

As at                            (Unaudited - expressed in Canadian dollars)
---------------------------------------------------------------------------
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                                                  September 30, December 31,
                                                          2010         2009
                                                             $            $
---------------------------------------------------------------------------
ASSETS                                                                     
Current                                                                    
Cash and cash equivalents                              559,646    1,055,773
Accounts receivable                                    116,175      152,929
Inventories                                            238,209      205,512
Prepaid expenses and deposits                          340,731      143,796
---------------------------------------------------------------------------
Total current assets                                 1,254,761    1,558,010
Capital assets                                         458,821      451,094
Intangible assets                                      443,623      610,012
Investment                                              20,880            -
---------------------------------------------------------------------------
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                                                     2,178,085    2,619,116
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LIABILITIES AND SHAREHOLDERS' EQUITY                                       
Current                                                                    
Accounts payable and accrued liabilities             1,109,177    1,102,681
Deposit payable                                        165,680            -
Income taxes payable                                     2,255        1,482
Current portion of deferred tenant inducement            6,206       46,437
Loan payable                                           500,000            -
Deferred revenue                                             -       95,391
Future income tax                                       28,369       32,576
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Total current liabilities                            1,811,687    1,278,567
Deferred tenant inducement, net of current                                 
 portion                                               139,806       62,711
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Total liabilities                                    1,951,493    1,341,278
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Shareholders' equity                                                       
Share capital                                       55,433,329   54,767,640
Share issue commitment                                  55,936            -
Contributed surplus                                  5,985,032    5,191,921
Deficit                                            (61,247,705) (58,681,723)
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Total shareholders' equity                             226,592    1,277,838
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                                                     2,178,085    2,619,116
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Ondine Biomedical Inc.
(formerly Ondine Biopharma Corporation)

CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS 

                                 (Unaudited - expressed in Canadian dollars)
---------------------------------------------------------------------------
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                                 Three months ended       Nine months ended
                                       September 30,           September 30,
                           ------------------------------------------------
                                   2010        2009        2010        2009
                                      $           $           $           $
---------------------------------------------------------------------------
REVENUE                                                                    
Product sales                    99,107      32,532     257,815     542,293
Cost of sales                    86,273      19,128     150,508     195,620
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Gross margin                     12,834      13,404     107,307     346,673
Consulting revenue              310,569     159,317     692,618     215,495
Royalty revenue                  12,581           -      28,731           -
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                                335,984     172,721     828,656     562,168
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EXPENSES                                                                   
Research and development        706,333     680,256   2,415,061   2,063,890
General and administration      451,326     448,923   1,422,293   1,425,833
Marketing and sales               3,236      17,548       8,226     454,102
Depreciation and                                                           
 amortization                    77,761      60,768     224,375     183,077
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                             (1,238,656) (1,207,495) (4,069,955) (4,126,902)
---------------------------------------------------------------------------
Other income/(expense)                                                     
Gain on sale of assets          579,675           -     579,675     683,388
Gain on settlement of debt            -           -      52,123           -
Loss on sale and write-down                                                
 of investment                        -    (629,618)          -    (629,618)
Interest and miscellaneous                                                 
 income                           5,472      13,351      22,082      13,712
Foreign exchange                                                           
 gain/(loss)                    (3,348)      39,810      23,229      98,889
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                                581,799    (576,457)    677,109     166,371
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Loss before income taxes       (320,873) (1,611,231) (2,564,190) (3,398,363)
  Current income tax                                                       
   expense                            -           -      (7,161)          -
  Future income tax                                                        
   recovery                           -      29,223       5,369      29,223
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Loss and comprehensive loss                                                
 for the period                (320,873) (1,582,008) (2,565,982) (3,369,140)
---------------------------------------------------------------------------
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Basic and diluted loss per                                                 
 common share                     (0.00)      (0.02)      (0.02)      (0.04)
---------------------------------------------------------------------------
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Weighted average number of                                                 
 common shares outstanding  126,796,145  93,225,869 126,387,365  78,068,042
---------------------------------------------------------------------------
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Ondine Biomedical Inc.
(formerly Ondine Biopharma Corporation)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                                 (Unaudited - expressed in Canadian dollars)
---------------------------------------------------------------------------
---------------------------------------------------------------------------
                                   Share                              Total
                                   Issue   Contrib-                   Share-
             Number of      Share Commit-     uted                  holders'
                Common    Capital   ment   Surplus      Deficit      Equity
                Shares          $      $         $            $           $
---------------------------------------------------------------------------
Balance,                                                                   
 December                                                                  
 31, 2008   61,359,176 51,336,368      - 4,087,139  (54,086,249)  1,337,258
Common                                                                     
 shares                                                                    
 issued                                                                    
 for cash                                                                  
 (net of                                                                   
 issue                                                                     
 costs):                                                                   
 February                                                                  
  2009                                                                     
  Private                                                                  
  Placement  8,620,168    497,671      -         -            -     497,671
Units                                                                      
 issued                                                                    
 for cash                                                                  
 (net of                                                                   
 issue                                                                     
 costs)                                                                    
 June 2009                                                                 
  Private                                                                  
  Placement  8,395,275    503,054      -   347,293            -     850,347
 December                                                                  
  2009                                                                     
  Private                                                                  
  Placement  8,000,000    253,644      -   144,113            -     397,757
Common                                                                     
 shares                                                                    
 issued                                                                    
 for                                                                       
 acquisi-                                                                  
 tion of an                                                                
 investment 14,851,250  1,714,669      -    27,870            -   1,742,539
Common                                                                     
 shares                                                                    
 issued                                                                    
 (net of                                                                   
 issue                                                                     
 costs)                                                                    
 for                                                                       
 acquisi-                                                                  
 tion of APT 8,856,458    438,927      -         -            -     438,927
Common                                                                     
 shares                                                                    
 issued                                                                    
 for                                                                       
 research                                                                  
 and                                                                       
 development                                                               
 agreement     466,130     23,307      -         -            -      23,307
Stock-                                                                     
 based                                                                     
 compen-                                                                   
 sation              -          -      -   585,506            -     585,506
Loss and                                                                   
 comprehen-                                                                
 sive loss                                                                 
 for the                                                                   
 year                -          -      -         -   (4,595,474) (4,595,474)
---------------------------------------------------------------------------
Balance,                                                                   
 December                                                                  
 31, 2009  110,548,457 54,767,640      - 5,191,921  (58,681,723)  1,277,838
Units                                                                      
 issued                                                                    
 for cash                                                                  
 (net of                                                                   
 issue                                                                     
 costs)                                                                    
 April                                                                     
  2010                                                                     
  Private                                                                  
  Placement 13,800,000    504,994      -   314,797            -     819,791
Common                                                                     
 shares                                                                    
 issued                                                                    
 for                                                                       
 settlement                                                                
 of debt                                                                   
 (net of                                                                   
 issue                                                                     
 costs)        947,688     58,519      -         -            -      58,519
Common                                                                     
 shares                                                                    
 issued                                                                    
 for                                                                       
 exercise                                                                  
 of                                                                        
 warrants    1,500,000     75,000      -         -            -      75,000
Realloca-                                                                  
 tion of                                                                   
 contributed                                                               
 surplus                                                                   
 as a                                                                      
 result of                                                                 
 warrant                                                                   
 exercise            -     27,176      -   (27,176)           -           -
Stock-                                                                     
 based                                                                     
 compensa-                                                                 
 tion                -     
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