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 June 2006
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
x 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
x
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.
Date:
June 14, 2006
| pSivida Limited | ||
| |
|
|
| By: | /s/ Aaron Finlay | |
|
Aaron Finlay |
||
| Company Secretary | ||
EXHIBIT
INDEX
|
EXHIBIT
99.1:
|
Rights
Issue Closure - AU$6.3m Raised
|
-2-
| ASX/MEDIA RELEASE |
14
June 2006
|
Rights
Issue Closure
AU$6.3m
Raised
Boston,
MA and Perth, Australia - Global bio-nanotech company pSivida Limited
(NASDAQ:PSDV,
ASX:PSD, Xetra:PSI)
today
announced that the Company’s Non-Renounceable Rights Issue has closed. Proceeds
of AU$6,309,487 (US$4,795,209) before costs has been raised through the issue
of
10,515,811 new ordinary shares at an issue price of AU$0.60 per share. This
represents a subscription of 22% of the total shares available for subscription
under the Rights Issue, although a large number of shareholders reside outside
Australia and were therefore ineligible to participate. Currently, U.S. holders
who were ineligible to participate, own approximately 45% of the Company.
Eligible Directors of the Company exercised their right to subscribe for
ordinary shares.
Notwithstanding
that Janney Montgomery Scott LLC were appointed to place the shortfall in the
U.S., the Company has elected not to place the shortfall subscription shares
due
to current U.S. market conditions.
“The
Directors and I are pleased that a number of shareholders have joined with
eligible Directors to take up their rights in the current market conditions”
said Mr. Gavin Rezos, CEO of pSivida Limited.
The
ordinary shares to be issued under the entitlement and additional share offers
are
expected
to commence trading on the Australian Stock Exchange on the 19 June
2006.
The
ordinary shares to be issued will not be registered under the U.S. Securities
Act of 1933, as amended and may not be offered or sold in the U.S. absent
registration or an applicable exemption from registration
requirements.
-ENDS-
|
pSivida
Limited
Brian
Leedman
Investor
Relations
pSivida
Limited
Tel:
+ 61 8 9226 5099
brianl@psivida.com
|
US
Public Relations
Beverly
Jedynak
President
Martin
E. Janis & Company, Inc
Tel:
+1 (312) 943 1100 ext. 12
bjedynak@janispr.com
|
NOTES
TO EDITORS:
pSivida
is a global bio-nanotech company committed to the biomedical sector and the
development of drug delivery products. Retisert™ is FDA approved for the
treatment of uveitis. Vitrasert® is FDA approved for the treatment of
AIDS-related CMV Retinitis. Bausch & Lomb own the trademarks Vitrasert® and
Retisert™. pSivida has licensed the technologies underlying both of these
products to Bausch & Lomb. The technology underlying Medidur™, a treatment
for diabetic macular edema, is licensed to Alimera Sciences and is in Phase
III
clinical trials.
pSivida
owns the rights to develop and commercialise a modified form of silicon
(porosified or nano-structured silicon) known as BioSilicon™, which has
applications in drug delivery, wound healing, orthopaedics, and tissue
engineering. pSivida’s subsidiary, AION Diagnostics Limited is developing
diagnostic products and the subsidiary pSiNutria is developing food technology
products both using BioSilicon™.
pSivida’s
intellectual property portfolio consists of 70 patent families, 74 granted
patents and over 290 patent applications.
pSivida
conducts its operations from offices and facilities near Boston in the United
States, Malvern in the United Kingdom, Perth in Australia and Singapore.
pSivida
is listed on NASDAQ (PSDV),
the
Australian Stock Exchange (PSD)
and on
the Frankfurt Stock Exchange on the XETRA system (German Symbol:
PSI. Securities Code (WKN) 358705).
pSivida is a founding member of the NASDAQ Health Care Index and the Merrill
Lynch Nanotechnology Index.
The
Company's largest shareholder and a strategic partner is QinetiQ, a leading
international defence, security and technology company, formed in 2001 from
the
UK Government's Defence Evaluation & Research Agency (DERA). QinetiQ (QQ.)
was instrumental in discovering BioSiliconTM
and
pSivida enjoys a strong relationship with, including access to its cutting
edge
research and development facilities.
For
more
information, visit www.psivida.com
This
document contains forward-looking statements that involve risks and
uncertainties. The statements reference potential products, applications,
regulatory approvals and development options. 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 inability to raise sufficient funds to allow us to fund
Medidur™ trials a later stage and buy back into the Medidur™ co-ownership right
or to fund additional development opportunities with respect to BioSilicon™ and
BrachySil™; our inability to develop proposed BioSilicon™ products, including
without limitation, in the drug delivery, wound healing, orthopaedics, and
tissue engineering, diagnostics and food technology fields due to regulatory,
scientific or other issues; failure of our evaluation agreements to result
in
license agreements; failure to complete negotiations for new centers for the
BrachySil™ phase IIb clinical trial for inoperable primary liver cancer;
failure of our discussions with the FDA for BrachySil™ to continue or to lead to
FDA approval; failure of the BrachySil™ phase IIb clinical trial for
inoperable primary liver cancer to determine the optimal dose, provide key
safety data or support future pivotal efficacy trials or product registration
or
approval; failure of the BrachySil™ primary liver programme that is in
phase IIb clinical trials to provide a valuable platform for the
development and commercialisation of BrachySil™ for pancreatic cancer and other
indications; failure to commence phase IIa BrachySilTM
trials
for the treatment of pancreatic cancer; failure of the findings of the
pancreatic cancer phase IIa trial to provide a platform for further
multicentre efficacy and safety trials; failure of there to be
optimisation and standardisation between the two pancreatic
cancer study centres; failure of the results of the Retisert™ for DME
trial to be a good indicator of the results of the ongoing phase III
Medidur™ for DME trial; failure of the
Medidur™
trials
in DME to show a very similar improvement in visual acuity and diabetic
retinopathy severity score as Retisert™
for
DME;
failure
of Medidur™ to release fluocinolone acetonide at the same rate as Retisert™; and
inability to recruit patients for the phase III Medidur™ for DME
trial;. Other
reasons are contained in cautionary statements in the Annual Report 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.