For Immediate Release
Ortec Announces Reverse Stock Split
NEW YORK, NY – (PR Newswire) – July 24, 2006 – Ortec International, Inc. (OTCBB – New Symbol: OTCI), a company focused on advancing regenerative medicine through the development of cellular technology and advanced biomaterial products, today announced it will be effecting a one-for-fifteen reverse split of its common stock as a result of an investor mandated condition under the terms of the $6.2 million private placement completed by Ortec in April 2006. As a result of the reverse stock split, every fifteen (15) shares of common stock will be combined into one (1) share of common stock and the total number of issued and outstanding shares of common stock will be reduced to approximately 6,100,000 shares when the market opens on July 25, 2006. Any fractional shares resulting from the reverse split will be rounded up to one whole share. Factoring in the conversion of its existing preferred shares into common shares (utilizing an estimated $3.00 conversion price for the Series E Preferred), an additional approximately 3,745,000 common shares would be outstanding.
The reverse split will affect all shares of Ortec‘s common stock, including those shares underlying stock options and warrants outstanding immediately prior to the effective date of the reverse split. After giving effect to the reverse split, the holders of Ortec’s outstanding options and warrants will be entitled to purchase an additional approximately 6,194,000 shares of common stock exercisable as follows; approximately 814,000 shares at $0.015, approximately 1,509,000 shares at prices between $3.00 and $6.00, approximately 3,339,000 shares at prices between $6.75 and $7.50, and approximately 532,000 shares at prices of $11.25 and above.
Commenting on the implementation of the reverse split, Ron Lipstein, Vice Chairman and CEO of Ortec, stated, “We believe the reverse stock split, which was overwhelmingly approved by our shareholders, is an essential initiative, which favorably impacts our current capital structure by making it more palatable and attractive to the investment community. Having a more acceptable capital structure combined with continued strong execution by Ortec’s management team, we believe, should translate to enhanced shareholder value and an increase in investor interest.”
Stockholders who hold their shares in brokerage accounts or “street name” will not be required to take any action to effect the exchange of their shares. Stockholders of record who hold physical certificates or book-entry electronic shares registered with Ortec’s transfer agent will receive a transmittal letter requesting that they surrender their old stock certificates for new stock certificates reflecting the adjusted number of shares as a result of the reverse stock split. Registrar and Transfer Company, Ortec’s transfer agent, will act as the agent for purposes of implementing the exchange of stock certificates.
About Ortec International, Inc.
Ortec International, Inc. (OTCI) is a company focused on advancing regenerative medicine and stem cell therapy through the development and commercialization of innovative products by combining advanced cell technology and advanced biomaterials. Ortec’s lead product is OrCel® (Bilayered Cellular Matrix). Ortec’s current focus is the application of OrCel® to heal chronic and acute wounds. OrCel® is composed of a collagen sponge seeded with allogeneic epidermal and dermal cells. These cells secrete growth factors and cytokines normally found in acute human wounds and are believed to have a beneficial role in promoting tissue repair.
A pivotal clinical trial evaluating a cryopreserved version of OrCel® in the treatment of venous leg ulcers has been completed and a Pre Market Approval (PMA) application has been filed. Ortec has recently completed patient enrollment in a confirmatory trial and the data from this trial are expected to be integrated with the results of the pivotal clinical trial and submitted as a clinical supplement to its PMA filing. Ortec has already obtained FDA approvals for use of a non-frozen version of OrCel® in the treatment of Epidermolysis Bullosa and donor sites in burn patients. In addition, the FDA has granted Ortec approval to initiate a pivotal (Phase III) trial evaluating OrCel® for the treatment of diabetic foot ulcers.
Ortec recently acquired two fibrin derived advanced biomaterial technologies, Fibrin MB and Haptides™. Fibrin MB has the potential to play a significant role in advancing stem cell therapy having demonstrated the ability to efficiently recover adult stem cells and allow for their growth, differentiation, and potential reimplantation into the patient. Haptides™ utilize proprietary synthetic peptides that mimic the mechanism of cell attachment to fibrin. These peptides have demonstrated the ability to significantly enhance cell attraction and attachment providing the potential to use Haptides™ in the development of product opportunities applicable to the cosmetic tissue augmentation, wound healing, orthopedics, and drug delivery markets.
For more information, visit Ortec’s website at http://www.ortecinternational.com.
This news release may contain "forward-looking statements" for the purposes of the United States Securities and Exchange Commission's "safe harbor" provisions under the Private Securities Litigation Reform Act of 1995 and Rule 3B-6 under The Exchange Act. Without limitation, statements regarding expected FDA approvals, clinical trial results, product performance, expectations with respect to sales, gross margins, research and development expenditures, earnings per share, capital expenditures, collaborations, or other expansion opportunities would be “forward-looking statements.” These statements may be identified by words such as "expects", "anticipates", "intends", "estimates", "believes" or similar expressions in connection with any discussion of future financial and operating performance. The forward-looking statements contained herein involve risks and uncertainties that may cause results to differ materially from the Company's expectations including but not limited to, global economic trends, competitive pricing or product developments, government legislation and/or regulations, technology, manufacturing, legal and patent issues, suppliers, capital availability, personnel changes, cancellation or delays in renewal of contracts, and lack of suitable raw materials or packaging materials. Investors are cautioned to review risk factors in the Company's filings with the United States Securities and Exchange Commission.
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