Oculus Innovative Sciences to Spin Off Biotech Business

Oculus Innovative Sciences, Inc.

 today announced that its board of directors has unanimously approved a spin-off of its novel biotechnology business, Ruthigen, Inc.  Oculus management is currently working with securities counsel and bankers on a plan to provide equity in Ruthigen to Oculus shareholders. Oculus expects the spinoff to be a tax-free stock distribution and ultimately anticipates Ruthigen to become an independent NASDAQ-traded company. Oculus has retained bankers and financial advisors for the spinoff, and expects the spinoff to be completed in 2013. Execution of the transaction requires further work relative to structure, governance and other significant matters and risks. Upon completion of the spinoff, Hoji Alimi, founder and current chief executive officer of Oculus, will remain on the board of directors at Oculus and serve as chairman and chief executive officer of Ruthigen, Inc. Jim Schutz, the current chief operating officer and director of Oculus, will assume the role of chief executive officer of Oculus, with a new board chair to be elected shortly. Each company will operate with independent management teams and boards of directors to establish separate governance and financials as required by accounting rules. Additional details regarding structure will be determined and disclosed at a later time. Oculus will retain all Microcyn drug and device indications while Ruthigen will focus on RUT58-60, a drug candidate intended for the prevention of infection in trauma and surgical procedures.  RUT58-60 is a new unique chemical formulation containing twice the concentration of hypochlorous acid, along with magnesium and no sodium hypochlorite. Alimi said: "By separating these unique businesses into two companies, we believe each company will benefit from greater strategic and managerial focus and be better positioned to capitalize on future market opportunities. Under the plan currently under consideration, Oculus shareholders will receive shares of Ruthigen. Ultimately, we are seeking to create additional value for current and future shareholders of both Oculus and Ruthigen. "Our Microcyn business will continue as it has over the past seven years providing life saving products for patients without the additional burden of drug development costs. Oculus has a foundation of strong fundamentals, including sustainable revenues from several key markets and a solid plan for new sources of revenue growth over the next several years." Oculus' intent is to secure additional FDA and CE regulatory approvals and to expand medical device offerings over the next 12 months. This will provide current partners with new products and a growing platform of products for new partners.  While Oculus will continue promoting Microcyn-based products for topical use, Ruthigen intends to focus on use of its uniquely differentiated drug for internal use targeting organ exposure. Ruthigen intends to identify a partner for its European drug indication as well as file an S-1 registration statement to fund its pivotal drug program in the United States. Upon completion of a public offering, the entities will operate as independent entities. "The spin-off of Ruthigen should be attractive to shareholders who are interested in companies that are addressing the critical issue of surgical infection," said Alimi. "Initially, we intend to leverage our previous phase two drug data for use in regulatory approvals relative to the prevention of infection in surgeries." The completion of the proposed spinoff is subject to certain customary conditions, including final approval by Oculus' board of directors, the filing and effectiveness of appropriate filings with the U.S. Securities and Exchange Commission including a registration statement on form S-1, and any necessary third-party consents, as well as certain other matters relating to the spinoff, receipt of legal opinions, execution of intercompany agreements, and final approval of the transactions contemplated by the spinoff, as may be required under Delaware law. Oculus notes that there can be no assurance that any separation transaction will ultimately occur, or, if one does occur, its terms or timing. Management Conference Call Oculus management will hold a conference call today to discuss the spin-off and to answer questions, beginning at 4:30 p.m. ET. Individuals interested in participating in the conference call may do so by dialing (877) 303-7607 for domestic callers or (973) 638-3203 for international callers. Those interested in listening to the conference call live via the Internet may do so at http://ir.oculusis.com/events.cfm. Log on approximately 30 minutes prior to the presentation in order to register and download the appropriate software. Please note that those listening via the web do not have the ability to pose questions.