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CELL KINETICS IN THE NEWS August 1, 2007 CELL KINETICS LTD. Cell Kinetics Files Registration Statement For Rights Offering; Rights to be Offered to Shareholders of Medis Technologies Ltd. New York, NY – August 1, 2007 - Cell Kinetics Ltd., an indirect, wholly-owned Israeli subsidiary of Medis Technologies Ltd. (Nasdaq: MDTL), announced today that it has filed a registration statement on Form F-1 with the SEC for a fixed price rights offering. Cell Kinetics proposes to distribute to record holders of Medis’ outstanding common stock, at no cost, nontransferable subscription rights to purchase up to an aggregate of 3,505,337 of Cell Kinetics’ ordinary shares, at a subscription price of $0.30 per share. Record holders of Medis’ common stock 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 record holders who purchase Cell Kinetics’ ordinary shares in the rights offering will also receive four year warrants to purchase additional Cell Kinetics ordinary shares, at an exercise price of $0.60 per share, at the rate of one such warrant for every two ordinary shares purchased in the 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. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. A copy of the preliminary prospectus forming a part of the registration statement is publicly available through the SEC’s Internet website, located at http://www.sec.gov. Medis Technologies’ primary focus is on direct liquid fuel cell technology. Its business strategy is to sell its products to end users through retail outlets, service providers and to the military and other markets. Medis has also developed the CellScan with many potential applications relating to disease diagnostics and chemo sensitivity. Additionally, Medis’ product pipeline includes other technologies, in varying stages of development. CONTACT: This press release may contain forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases you can identify those so-called “forward-looking statements” by words such as “may,” “will,” “should,” “expects,” “plans,” “targets,” “believes,” “anticipates,” “estimates,” “predicts,” “potential,” or “continue” or the negative of those words and other comparable words. These forward-looking statements are subject to risks and uncertainties, product tests, commercialization risks, availability of financing and results of financing efforts that could cause actual results to differ materially from historical results or those anticipated. Further information regarding these and other risks is described from time to time in the Company's filings with the SEC. We assume no obligation to update or alter our forward-looking statements made in this release or in any periodic report filed by us under the Securities Exchange Act of 1934 or any other document, whether as a result of new information, future events or otherwise, except as otherwise required by applicable federal securities laws. |
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