Lions Gate Investment Acquired by DOBI Medical Systems in Merger Transaction
10 12월 2003 - 3:39AM
PR Newswire (US)
Lions Gate Investment Acquired by DOBI Medical Systems in Merger
Transaction Merger Coincides with Placement of $8.5 Million MAHWAH,
N.J., Dec. 9 /PRNewswire/ -- Lions Gate Investment Limited (Lions
Gate) (LGIV.OB) announced today the closing of a private placement
with commitments totaling approximately $8.5 million, as described
below, and the simultaneous stock-for-stock merger with DOBI
Medical Systems, Inc. (DOBI Medical). The combined company will
operate under the name DOBI Medical International and will assume
and execute DOBI Medical's business plan as its sole business. Lake
Worth Ventures, Inc., owned by one of the founders of DOBI Medical
and its largest shareholder, participated in the transaction.
Shares will be listed on the Over-the-Counter (OTC) Bulletin Board
initially under its existing symbol. The company currently plans to
apply for listing of its shares on the American Stock Exchange.
DOBI Medical Systems, Inc. is an advanced technology medical
imaging company developing a new means for the improved diagnosis
of cancer through the detection of vascular changes
("angiogenesis") associated specifically with malignant tumors.
DOBI Medical's first application of the technology is the
ComfortScan(TM) system, a non-invasive, non-ionizing medical
imaging system designed to assist physicians in the detection of
breast cancer at the earliest stages of development. The
ComfortScan(TM) system is intended to achieve this by providing
new, physiology-based imagery of vascular changes not readily
available today. Phillip C. Thomas, DOBI Medical's Co-Founder and
Chief Executive Officer, stated, "The private placement and merger
transactions are significant to DOBI Medical for three reasons.
First, it allows us to accelerate and complete product development
and the rollout process for the ComfortScan(TM) system outside the
United States. Second, it allows us to commence the fifth and final
module of the Company's FDA Pre-Market Application, which is
expected to take approximately six to nine months to complete once
formal clinical investigational testing has begun. Module Five is
currently expected to be submitted to the FDA by mid 2005 with FDA
review expected to commence immediately thereafter. Finally, we
believe that completion of these transactions demonstrates strong
market support for the DOBI Medical technology and the significant
potential for the product and our approach to cancer
identification." About the Private Placement Transaction The
private placement was completed and will close in two tranches, the
first of which closed today and resulted in gross proceeds to the
company of approximately $5.5 million. The remaining $3.0 million
in committed investor funding will be drawn down subject to the
satisfaction by the Company of certain operating milestones. The
securities sold by Lions Gate in the private placement and the
merger have not been registered under the Securities Act of 1933,
may not be sold in the United States absent registration pursuant
to the Securities Act, and are subject to certain lock-up
provisions. The Company expects to file a registration statement
for these securities by April 1, 2004. The ComfortScan(TM) System
and Angiogenesis Angiogenesis is a natural occurrence in the body.
In cases where cancer is involved, the growth of new blood vessels
occurs around, and in support of, a malignant tumor. This process
is vital, since without it, these tumors remain small and largely
harmless. When a woman discovers a lump within her breast, it has
likely been developing for a number of years, as cancerous tumors
often take many years to become palpable. DOBI Medical's
ComfortScan system is a light based, digital-imaging system that
uses high-intensity light-emitting diodes (LED's) and gentle
external pressure to highlight areas of vascular development common
to malignant tumors in the breast. The technology is based on
detecting tumor angiogenesis, or vascular change, which is the
process whereby a cancerous growth surrounds itself with a dense
network of tiny blood-filled capillaries. These vascular "feeding
tubes" provide oxygen and nutrients to active tumors and are unique
physiologic "markers" that can reveal the presence of cancer.
ComfortScan's high-intensity light-emitting diodes transmit red
light through the breast, recording approximately one image per
second via a CCD camera for 45 seconds. If the light encounters an
angiogenic (and thus potentially cancerous) region of the breast,
it is absorbed by hemoglobin differently than normal portions of
the breast. As a result, the ComfortScan system focuses on dynamic
functional imaging (i.e., what is occurring within the tissue in
near real-time) rather than a singular morphological image (i.e., a
static anatomical snapshot showing anatomical details at a single
point in time) such as those created by mammography. These
unprecedented images provide the physician with new, physiologic
information which may be associated with cancer development. The
initial application of the ComfortScan system is as an adjunct to
mammography and physical exam. The ComfortScan system has been
designed and is being tested to show that it provides high levels
of specificity in detecting benign lesions within the breast, thus
1) reducing the number of false positives generated by current
techniques and, 2) potentially reducing the high number of breast
biopsies or other downstream testing now being performed. Forward
Looking Statements This release contains certain "forward-looking
statements," relating to the business of DOBI Medical, which can be
identified by the use of forward looking terminology such as
"believes," "expects," or similar expressions. Such forward looking
statements involve known and unknown risks and uncertainties,
including uncertainties relating to product development, regulatory
actions or delays, the ability to obtain or maintain patent or
other proprietary intellectual property protection, market
acceptance, physician acceptance, third party reimbursement, future
capital requirements, competition in general and other factors that
may cause actual results to be materially different from those
described herein as anticipated, believed, estimated or expected.
Certain of these risks and uncertainties are or will be described
in greater detail in our filings with the Securities and Exchange
Commission. DOBI Medical Systems is under no obligation (and
expressly disclaims any such obligation) to update or alter its
forward-looking statements whether as a result of new information,
future events or otherwise. DATASOURCE: DOBI Medical Systems, Inc.
CONTACT: Michael Jorgenson, Executive Vice President of DOBI
Medical Systems, Inc., +1-201-760-6464, fax - +1-201-760-8860 Web
site: http://www.dobimedical.com/
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