Universal Biosensors

Equity Capital Raising Presentation

  • Fully Underwritten A$20m Entitlement Offer

  • Non-underwritten Institutional Placement of a minimum of A$5 million with the ability to accept oversubscriptions

NOT FOR DISTRIBUTION, REPRODUCTION, PUBLICATION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO ANY US PERSON, AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR RESIDENT OF THE UNITED STATES

Important Disclaimer and Notices

Presentation and Company

You must read the following notices (Disclaimer) before reading or making any use of this presentation or any information contained in it (collectively, the Presentation). The Presentation is dated 20 April 2022 and has been prepared by Universal Biosensors, Inc. (ARBN 121 559 993) (Company or UBI) in relation to:

  • a placement of new chess depository interests (CDIs) over new fully paid ordinary shares in the Company to institutional investors and certain existing securityholders under section 708A of the Corporations Act 2001 (Cth) ( Corporations Act); and

  • a pro rata non-renounceable entitlement offer of new CDIs to existing securityholders of UBI under section 708AA of the Corporations Act as modified by ASIC Corporations (Non-Traditional Rights Issues) Instrument 2016/84 ( Entitlement Offer),

(Placement and Entitlement Offer, together the Offer). The Entitlement Offer is fully underwritten by Viburnum Funds Pty Ltd ( Underwriter). The Placement is not underwritten.

By receiving the Presentation, you acknowledge that (1) you have read, understood, accepted and satisfied the terms and conditions of this Disclaimer and agree to be bound by the terms and conditions of the Disclaimer, including any modifications to them and (2) you represent that you are not U.S. Person (as defined in Regulation S under the United States Securities Act of 1933, as amended (U.S. Securities Act)) or a resident of the United States, its possessions and territories or the District of Columbia.

Summary Information

This Presentation contains summary information about the Company and its industry. The information in this Presentation is general background information and does not purport to be complete. It should be read in conjunction with the Company's most recent financial report and the Company's other periodic and continuous disclosure information lodged with the Australian Securities Exchange (ASX), which is available atwww.asx.com.au. No attempt has been made to independently verify the information contained in this Presentation. The content of this Presentation is provided as at the date of this Presentation (unless otherwise stated). Reliance should not be placed on information or opinions contained in this Presentation and, subject only to any legal obligation to do so, the Company does not have any obligation to correct or update the content of this Presentation.

Not Financial Product Advice or Offer

This Presentation does not and does not purport to contain all information necessary to make an investment decision, is not intended as investment or financial advice (nor tax, accounting or legal advice), must not be relied upon as such and does not and will not form any part of any contract or commitment for the acquisition of new CDIs. Any decision to buy or sell securities or other products should be made only after seeking appropriate financial advice. This Presentation is of a general nature and does not take into consideration the investment objectives, financial situation or particular needs of any particular investor. Any investment decision should be made solely on the basis of your own enquiries. Before making an investment in the Company, you should consider whether such an investment is appropriate to your particular investment objectives, financial situation or needs. The Company is not licensed to provide financial product advice in respect of its shares or CDIs.

This Presentation is for information purposes only and is not a prospectus, pathfinder document, product disclosure statement, disclosure document or other offer document under Australian law or any other law, and will not been lodged with the Australian Securities and Investments Commission or any other foreign regulator. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States, its possessions and territories or the District of Columbia, and may not be distributed, reproduced, published or released, in whole or in part, directly or indirectly, in the United States, its possessions and territories or the District of Columbia or any jurisdiction in which such an offer would be illegal, or to, or for the account or benefit of, any U.S. Person (as defined in Regulation S under the U.S. Securities Act) or to any resident of the United States, its possessions and territories or the District of Columbia or to any other person to whom, such an offer would be illegal. The new CDIs to be offered and sold under the Offer have not been and will not be registered under the U.S. Securities Act, or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the new CDIs may not be offered or sold, directly or indirectly, in or into the United States, its possessions and territories or the District of Columbia or to, or for the account or benefit of, a U.S. Person or resident of the United States, its possessions and territories or the District of Columbia except in compliance with the registration requirements of the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States (which the Company has no obligation or intention to do or procure) or pursuant to an exemption from, or in a transaction exempt from or not subject to, such registration requirements and any other applicable securities laws.

Hedging transactions involving the New CDIs may not be conducted unless in compliance with the U.S. Securities Act and applicable state securities law. In addition, the new CDIs to be offered and sold under the Offer will only be offered and sold to eligible securityholders in Australia, and New Zealand in "offshore transactions" (as defined in Regulation S under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act. There will be no public offer of securities (including the new CDIs) in the United States.

No part of this Presentation may be reproduced, distributed or transmitted in any form or by any means without the prior written permission of the Company. This presentation is intended to provide a general outline only and is not intended to be a definitive statement on the subject matter. This presentation is not financial advice and has been prepared without taking into account the objectives, financial situation or needs of a particular person. Neither the Company, nor its officers or advisors or any other person warrants the accuracy of the analysis herein or guarantees the investment performance of the Company. Investors must make their own independent assessment of the Company and undertake such additional enquiries as they deem necessary or appropriate for their own investment purposes.

Important Disclaimer and Notices

Forward Looking Statements and Risks

This Presentation contains certain forward-looking or hypothetical statements. The statements contained in this presentation that are not purely historical are forward-looking statements within the meaning of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements in this presentation include statements regarding our expectations, beliefs, hopes, intentions or strategies. You can identify these forward-looking statements by the fact that they use words such as "anticipate", "estimate", "expect", "project", "should", "can", "could", "propose", "potential", "outlook", "future", "illustration", "predict", "will", "would", "intend", "plan", "believe", "target", "may", "assume" and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. All forward-looking statements included in this presentation are based upon information available to us as of the date hereof, and are based on assumptions and contingencies that are subject to change without notice and involve known and unknown risks and uncertainties and other factors that are beyond the control of the Company, its directors and management. Forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in such statements and any projections and assumptions on which these statements are based. Readers are cautioned not to place undue reliance on forward-looking statements and except as required by law or regulation, none of the Company, its representatives or advisersassume any obligation to update any such forward-looking statement as a result of new information, future events or otherwise. No representation or warranty, express or implied, is made as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns or statements in relation to future matters contained in this Presentation. Our actual results could differ materially from our current expectations. Factors that could cause actual results to differ materially from our current expectations include but are not limited to: the success of research and development activities, decisions by regulatory authorities regarding approval of our products, UBI's ability to protect its patents and other intellectual property, difficulties or delays in manufacturing, the ability to successfully market new and existing products, competitive developments affecting our products, fluctuations in interest and currency exchange rates, distribution, pricing, reimbursement, acquisitions or divestitures, litigation or government investigations and legislation or regulations that affect product production. All forward-looking statements included in this Presentation are qualified in their entirety by the cautionary statements that UBI makes from time to time in its filings with the United States Securities and Exchange Commission and public communications. The Company is subject to a number of risks which may result in our actual results differing materially from our current expectations. These risks may be out of the control of, and unknown to, UBI and its officers, employees, advisors or agents. For a summary of key risks, refer to the Company's most recent Form 10-K filed with the United States Securities and Exchange Commission and the Australian Securities Exchange, and the "Risk Factors" summarized in Appendix B of this Presentation.

Past Performance and Financial Information

Past performance information given in this Presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of future performance. Actual results could differ materially from those referred to in this Presentation. All dollar values are in Australian dollars (AUD$) unless otherwise stated. This Presentation contains pro forma and forecast financial information. The pro forma and forecast financial information provided in the Presentation is for information purposes only and is not represented as an indication of the Company's actual or future financial position. In addition, certain figures, amounts, percentages, estimates, calculations of value and fractions in this presentation are subject to the effect of rounding. Therefore, the actual calculation of these figures may differ from the figures set out in the Presentation.

Photographs, Diagrams and Industry Data

Photographs in this Presentation which do not have descriptions are used for illustration only and should not be interpreted to mean that any person shown endorses this Presentation or its contents or that the assets shown are owned by the Company. Diagrams in this Presentation have been prepared by the Company, are illustrative only and may not be drawn to scale. Unless stated otherwise, all data contained in tables, charts and graphs is based on information available at the date of this Presentation. This Presentation contains industry and market data and statistics, third party estimates and other information (including industry forecasts and projections). The Company has not independently verified the industry data included in this Presentation.

Investment Risk

An investment in Company is subject to investment risks including possible loss of income and principal invested. Company does not guarantee any particular rate of return or the performance of Company. Recipients should read the risks set out in the Company's most recent Form 10-K filed with the United States Securities and Exchange Commission and the Australian Securities Exchange for a non-exhaustive summary of the key risks that may affect Company and its financial and operating performance. See further the "Risk Factors" in Appendix B of this Presentation.

Important Disclaimer and Notices

Disclaimer

To the maximum extent permitted by law, the Company and the Underwriter and their respective related bodies corporate and affiliates, and their respective officers, directors, employees, representatives, agents, consultants and advisers: (i) disclaim all responsibility and liability (including, without limitation, any liability arising from fault, negligence or negligent misstatement) for any loss arising from this Presentation or reliance on anything contained in or omitted from it or otherwise arising in connection with this Presentation; (ii) disclaim any obligations or undertaking to release any updates or revision to the information in this Presentation to reflect any change in expectations or assumptions; (iii) do not make any representation or warranty, express or implied, as to the accuracy, reliability, completeness of the information in this Presentation or that this Presentation contains all material information about the Company or that a prospective investor or purchaser may require in evaluating a possible investment in the Company or acquisition of CDIs in the Company, or likelihood of fulfilment of any forward-looking statement or any event or results expressed or implied in any forward-looking statement; and (iv) expressly disclaim any fiduciary relationship between them and the recipients of this Presentation or the participants in the Placement or Entitlement Offer.

No recommendation is made as to whether any person should participate in the Placement or Entitlement Offer. You acknowledge and agree that determination of eligibility of investors for the purposes of the Placement and Entitlement Offer is determined by reference to a number of matters, including legal and regulatory requirements, logistical and registry constraints and the discretion of the Company and the Underwriter and each of the Company and the Underwriter (and their respective related bodies corporate, affiliates, officers, directors, employees, representatives, agents, consultants or advisers) disclaim any duty or liability (including for negligence) in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law. Each recipient, by accepting this Presentation, expressly disclaims any fiduciary relationship and the recipient agrees that it is responsible for making its own independent judgments with respect to any matters contained in this Presentation and agrees that it waives, and will not take action in relation to, any rights it may have against the Company in relation to this Presentation.

The distribution of this Presentation in jurisdictions outside Australia may be restricted by law. Persons who come into possession of this Presentation who are not in Australia should seek independent professional advice and observe any such applicable restrictions.

To the extent that any of the above paragraphs may be construed as being in contravention of any applicable law, such paragraph shall be read down, severed and the remaining paragraphs shall continue to have full force and effect.

Securities and Distribution Limited

Under applicable United States securities laws all of the New CDIs are "restricted securities" as that term is defined in Rule 144 under the U.S. Securities Act. Restricted securities may be resold to a U.S. Persons, as defined in Regulation S under the U.S. Securities Act, only if registered for resale or if they qualify for an exemption from registration under the Securities Act. We have not agreed to register any of our securities for resale by security holders. Distribution or release of this Presentation outside Australia may be restricted by law and such restrictions should be observed. Persons who come into possession of this Presentation who are not in Australia should seek advice on and observe any such restrictions. Any person into whose possession this presentation comes should inform themselves about, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws.

Our Business

UBI is a biosensor company and leader in electrochemical cell technology.

UBI's biosensor technology platform has been used to deliver more than 10 billion diagnostic tests to patients worldwide.

Our patented technology is based on diagnosis and measurements using a portable handheld device from a "finger prick of blood" sample (size).

Our ambition is to build a multi product stable of medical and non-medical biosensors in large markets which generate ongoing revenue streams.

Our revenue model is to sell the handheld, portable analyzer into high volume repeat-use scenarios and then sell single use, disposable biosensor strips which are used for each diagnostic test.

In order to capitalise on the suite of products being developed, including the products launched in global markets, UBI is seeking to raise

  • A$20m via a fully underwritten entitlement offer to existing Securityholders ("Entitlement Offer").

  • An additional A$5m via a non-underwritten placement to institutional investors, with the ability to accept oversubscriptions ("Placement", together with the Entitlement Offer, the "Offer").

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Universal Biosensors Inc. published this content on 20 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2022 00:24:07 UTC.