Medis Technologies Ltd. (Nasdaq: MDTL) subsidiary Cell Kinetics Ltd. has filed a registration statement on Form F-1 with the US Securities and Exchange Commission (SEC) for a fixed price rights offering. Cell Kinetics intends to commercialize Medis' CellScan cell carrier and related technology. Cell Kinetics also intends to source, vet and invest in early stage Israeli-based medical device companies.
Cell Kinetics plans to distribute to Medis' shareholders, at no cost, nontransferable subscription rights to purchase up to an aggregate of 3.5 million of Cell Kinetics' ordinary shares, at $0.30 per share. Medis' shareholders will receive one subscription right for every ten shares of Medis' common stock held by them as of the close of business on the record date, which is expected to be on or around the date the registration statement becomes effective. Medis' shareholders who purchase Cell Kinetics' shares in the rights offering will also receive four-year warrants to purchase additional Cell Kinetics shares, at an exercise price of $0.60 per share, at the rate of one such warrant for every two shares purchased in the rights offering.
Cell Kinetics markets CellScan, a diagnostic system that incorporates proprietary CellChip technology, which can capture and image up to 10,000 live cells in special wells on the chip, where they can be tested with antibodies, drugs, and stimulants. Software analyzes the results. The system can be applied to drug development, cancer research, and stem cell research. The technology was first developed at Bar Ilan University, and was licensed in 1991. Medis said in the past that the product “would change the lives of cancer patients”, but commercialization of the product has not gone well, at least until now.
Medis is controlled by chairman and CEO Robert K Lifton and deputy chairman and COO Howard Weingrow. Cell Kinetics is run by Dr. Asaf Ben-Arie, who previously founded to medical devices companies. Cell Kinetics has invested in one of them, Scorpion Ltd., which is developing devices for orthopedic surgery, specifically for the spine. Cell Kinetics stated in its prospectus that it acquired 20% of the company for $150,000.
Cell Kinetics also wants to invest in early-stage Israeli medical devices companies, effectively becoming a technology incubator.
Published by Globes [online], Israel business news - www.globes.co.il - on August 7, 2007
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