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Advanced BioPhotonics Inc. Commences Stockholder Subscription Rights Offering.


BOHEMIA Bohemia, Czech Čechy, historic region (20,368 sq mi/52,753 sq km) and former kingdom, in W and central Czech Republic. Bohemia is bounded by Austria in the southeast, by Germany in the west and northwest, by Poland in the north and northeast, and by , N.Y. -- Advanced BioPhotonics Inc. (OTCBB OTCBB

See OTC Bulletin Board (OTCBB).
 Symbol: ABPH ABPH American Board of Psychological Hypnosis (Beverly, MA)
ABPH Associated British Ports Holdings PLC (UK)
ABPH Able Seaman Photographer
) announced today that the Securities and Exchange Commission has declared effective the registration statement with respect to its previously announced stockholder subscription rights offering. On July 11, 2005, the Company mailed the prospectus and related materials to its stockholders of record as of the close of business on July 1, 2005. Advanced BioPhotonics expects to generate gross proceeds of $3,500,000 from the issuance of 7,000,000 shares of a series B convertible preferred stock Convertible Preferred Stock

Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares".
 in the subscription rights offering. The subscription period for the subscription rights offering will continue through August 10, 2005.

Advanced BioPhotonics will distribute to its stockholders of record as of July 1, 2005, one subscription right for each 4.33 shares of common stock owned by that record stockholder as of the close of business on that record date. Each right includes a basic subscription privilege Subscription privilege

The right of current shareholders of a corporation to buy newly issued shares before they are available to the public.


subscription privilege

See preemptive right.
 and an over-subscription privilege. The subscription rights are transferable.

The basic subscription privilege entitles the stockholder to purchase one share of Advanced BioPhotonics series B convertible preferred stock for $0.50 per share. If all stockholders do not fully exercise their basic subscription rights, the over-subscription privilege entitles stockholders who have fully exercised their basic subscription right to purchase additional shares at the same $0.50 per share subscription price. If the shares necessary to fully satisfy all over-subscription rights requests are not available, then the available shares will be distributed proportionately pro·por·tion·ate  
adj.
Being in due proportion; proportional.

tr.v. pro·por·tion·at·ed, pro·por·tion·at·ing, pro·por·tion·ates
To make proportionate.
 among rights holders who over-subscribe, based on the number of shares each rights holder subscribed for under the basic subscription right. A stockholder purchasing shares of our series B convertible preferred stock in this subscription rights offering will be issued, for no additional consideration, five-year warrants to purchase that number of shares of our common stock equal to 50% of the number of` shares of series B convertible preferred stock acquired by the stockholder in this offering. The warrants have an exercise price of $.75 per share. Subscription rights which are not exercised before 5:00 p.m., Eastern Daylight Time, on August 10, 2005 will expire.

"The capital raised in this rights offering will strengthen our financial position and allow Advanced BioPhotonics to achieve significant progress in transitioning our technology from the research environment into broader clinical use" stated Denis Denis, king of Portugal: see Diniz.  A. O'Connor, President and Chief Executive Officer. "We will focus on obtaining the medical evidence, gaining the support of thought leaders and developing clinical sites necessary to achieve significant revenue in late 2006."

The complete terms and conditions of the stockholder rights offering are set forth in the prospectus and accompanying subscription materials being mailed to stockholders. Stockholders may also obtain a copy of the prospectus by contacting Advanced BioPhotonics Inc, Attention: Kevin Healy, 120 Wilbur Place, Suite 125, Bohemia, New York Bohemia is a hamlet (and census-designated place) in Suffolk County, New York, United States. The population was 9,871 at the 2000 census.

Bohemia is in the Town of Islip.
 11716, telephone (631) 244-8244. Stockholders who hold their shares through a broker, bank or other nominee should contact the broker, bank or nominee for further information concerning the subscription rights offering and the exercise of their subscription rights.

Neither Advanced BioPhotonics, its board of directors, nor any committee of the board of directors is making any recommendation to stockholders as to whether to exercise their subscription rights. This press release is for informational purposes only and is not an offer to sell or a solicitation solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 of an offer to buy shares of Advanced BioPhotonics series B convertible preferred stock. Stockholders should carefully read the prospectus and accompanying materials, which contain important information concerning the subscription rights offering.

About The Company:

Advanced BioPhotonics Inc., headquartered in Bohemia, New York, is a leading developer of functional medical imaging applications using advanced infrared focal plane The plane, perpendicular to the optical axis of the lens, in which images of points in the object field of the lens are focused.  arrays. Advanced BioPhotonics provides imaging technology to clinicians and researchers for drug discovery, disease detection and disease management applications.

Advanced BioPhotonics' mission is to improve the quality and cost-effectiveness of healthcare services and research through identifying, acquiring and adapting high-resolution infrared technology for biomedical bi·o·med·i·cal
adj.
1. Of or relating to biomedicine.

2. Of, relating to, or involving biological, medical, and physical sciences.
 applications.

This press release includes statements that may constitute "forward-looking" statements, usually containing the words "believe," "estimate," "project," "expect" or similar expressions. These statements are made pursuant to the safe harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. Forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that would cause or contribute to such differences include, but are not limited to, continued acceptance of the Company's products and services in the marketplace, the ability of the Company to develop effective new products and receive governmental approvals of such products, competitive factors, dependence upon third-party vendors, and other risks detailed in the Company's periodic report filings with the Securities and Exchange Commission. By making these forward-looking statements, the Company undertakes no obligation to update these statements for revisions or changes after the date of this release.
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Publication:Business Wire
Date:Jul 12, 2005
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