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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/