Washington,
D.C. 20549
FORM
6-K
REPORT
OF
FOREIGN ISSUER
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
the month of October 2005
Commission
File Number 000-51122
pSivida
Limited
(Translation
of registrant’s name into English)
Level
12
BGC Centre
28
The
Esplanade
Perth
WA
6000
(Address
of principal executive offices)
(Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F).
Form
20-F
ý Form
40-F o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
o No
ý
If
"Yes"
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- ___.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant,
pSivida Limited, has duly caused this report to be signed on its behalf by
the
undersigned, thereunto duly authorized.
| pSivida Limited | ||
| |
|
|
| Date: October 6, 2005 | By: | /s/ Aaron Finlay |
|
Aaron Finlay |
||
| Chief Financial Officer and Company Secretary | ||
EXHIBIT
INDEX
|
EXHIBIT
99.1:
|
pSivida
secures additional US$15m funding
|
EXHIBIT
99.1
ASX/MEDIA
RELEASE
pSivida
secures additional US$15m funding
Effective
conversion price of US$7.10 per ADR (AU$0.95 per ordinary share)
Global
bio-nanotech company pSivida Limited (ASX:PSD,
NASDAQ:PSDV, Xetra:PSI)
is
pleased to announce that it has signed an agreement with a New York based
institutional accredited investor (the “Investor”) pursuant to which the
Investor, subject to satisfaction of closing conditions, will purchase US$15m
(AU$20m) of Subordinated Convertible Debentures convertible into PSDV American
Depository Receipts (“ADR”) at an initial conversion price of US$7.10 (AU$0.95
per ordinary share). The proceeds of the issuance are expected to be used
for
the expanded development of pSivida’s platform technology,
BioSiliconTM.
The
debentures will mature three years from the date of closing and will bear
8%
interest payable quarterly. pSivida may, at its sole discretion, choose to
make
interest payments in cash and/or ADRs . The Investor will also receive warrants
to purchase approximately 633,000 additional ADRs. The warrants are exercisable
for six years at an initial exercise price of US$7.20 (AU$0.96 per ordinary
share).
ADRs
issued upon conversion of the debentures or exercise of the warrants will
be
registered under the Securities Act of 1933 to permit resale in the United
States on behalf of the Investor within 180 days from the date of the agreement.
The
transaction is subject to shareholder approval for the issuance. The closing
is
anticipated to occur in mid November.
This
announcement follows pSivida’s acquisition of Boston based drug delivery
company, Controlled Delivery Systems (“CDS”) earlier this week. Gavin Rezos,
Managing Director of pSivida Limited said, “Revenue from CDS’s
RetisertTM
products
and an expected BioSiliconTM
licensing deal make convertible debt financing an appropriate strategy to
meet
our funding needs in the short to medium term.”
BIO-IB,
LLC, a New York based healthcare investment banking boutique, acted as financial
advisor and Curtis, Mallet-Prevost, Colt & Mosle LLP acted as legal advisor
to pSivida on this transaction.
-ENDS-
Released
by:
|
pSivida
Limited
Brian
Leedman
Investor
Relations
pSivida
Limited
Tel:
+ 61 8 9226 5099
brianl@psivida.com
|
US
Public Relations
Beverley
Jedynak
President
Martin
E. Janis & Company, Inc
Tel:
+1 (312) 9 1100 ext. 12
bjedynak@janispr.com
|
UK
& Europe Public Relations
Mark
Swallow / Helena Podd
Citigate
Dewe Rogerson
Tel:
+44 (0)20 7638 9571
mark.swallow@citigatedr.co.uk
|
NOTES
TO EDITORS:
pSivida
Limited
pSivida
is a global drug delivery company committed to the biomedical sector and
the
development of products in healthcare. The company’s focus is the development
and commercialisation of a modified form of silicon (porosified or
nano-structured silicon) known as BioSilicon™. As a new and exciting
biocompatible material, BioSilicon™ offers multiple potential applications
across the high growth healthcare sector, including controlled release drug
delivery, targeted cancer therapies (including brachytherapy and localized
chemotherapy), tissue engineering and orthopedics. Potential diagnostics
applications are being developed through its subsidiary AION Diagnostics
Limited.
pSivida
owns the intellectual property rights to BioSilicon™ for use in or on humans and
animals. The IP portfolio consists of 29 patent families, 34 granted patents
and
over 80 patent applications. The core patent, which recognises BioSilicon™ as a
biomaterial was granted in the UK in 2000 and in the US in 2001.
pSivida
is listed on NASDAQ (PSDV),
the
Australian Stock Exchange (PSD)
and in
Germany on the Frankfurt Stock Exchange on the XETRA system (German Symbol:
PSI. Securities Code (WKN) 358705).
pSivida’s shares also trade in the United Kingdom on the OFEX International
Market Service (IMS) under the ticker symbol PSD.
pSivida
is a founding member of the NASDAQ Health Care Index and the Merrill Lynch
Nanotechnology Index.
The
Company’s strategic partner and largest shareholder is the QinetiQ group, the
largest science and technology company in Europe. QinetiQ is the former UK
government Defence Evaluation Research Agency and was instrumental in
discovering BioSilicon™. pSivida enjoys a strong relationship with QinetiQ
having access to its cutting edge research and development facilities. For
more
information on QinetiQ visit www.qinetiq.com.
For
more
information, visit www.psivida.com
This
document contains forward-looking statements that involve risks and
uncertainties. Although we believe that the expectations reflected in such
forward-looking statements are reasonable at this time, we can give no assurance
that such expectations will prove to be correct. Given these uncertainties,
readers are cautioned not to place undue reliance on such forward-looking
statements. Actual results could differ materially from those anticipated
in
these forward-looking statements due to many important factors including:
our
failure to develop applications for BioSiliconTM
due to
regulatory, scientific or other issues. Other reasons are contained in
cautionary statements in the Registration Statement on Form 20-F filed with
the
U.S. Securities and Exchange Commission, including, without limitation, under
Item 3.D, "Risk Factors" therein. We do not undertake to update any
oral or
written forward-looking statements that may be made by or on behalf of
pSivida.